UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
Amendment No. 1 to
Form 10-QSB
(Mark One)
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934
For the quarterly period ended February 28, 2005
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the transition period from _______________ to _______________
Commission File Number 333-61801
JURAK CORPORATION WORLD WIDE, INC.
(Exact name of registrant as specified in its charter)
MINNESOTA 88-0407679
State or other jurisdiction of (IRS Employer Identification No.)
incorporation or organization)
1181 Grier Drive, Suite C, Las Vegas, NV 89119-3746
(Address of principal executive offices)
(702) 914-9688
(Issuer's telephone number, including area code)
n/a
(Former name, former address and former fiscal year,
If changed since last report)
State whether the issuer (1) has filed all reports required to be filed by
Section 13 or 15(d) of the Securities Exchange Act of 1934 during the past 12
months (or for such shorter period that the issuer was required to file such
reports), and (2) has been subject to such filing requirements for the past 90
days.
Yes X No ____
Applicable only to issuers involved in bankruptcy proceedings during the
preceding five years
N/A
Check whether the issuer filed all document required to be filed by Section 12,
13 and 15(d) of the Exchange Act after the distribution of securities under a
plan confirmed by a court.
Yes ____ No ____
State the number of shares outstanding of each of the issuer's classes of common
equity as of the latest practicable date:
Class
Common Stock, no par value Outstanding as of April 1, 2005
31,920,965
Transitional Smith Business Disclosure Format (check one)
Yes ____ No ____
Page
PART I. FINANCIAL INFORMATION
Item 1. Financial Statements (Unaudited)
Condensed Balance Sheets
February 28, 2005 (Unaudited) and
May 31, 2004 1
Statements of Operations
Three months and nine months ended February 28,
2005 and February 29, 2004 (Unaudited) 2
Condensed Statements of Cash Flows
Nine months ended February 28,
2005 and February 29, 2004 (Unaudited) 3
Selected Notes to Condensed Financial
Statements (Unaudited) 4 - 5
Item 2. Management's Discussion and Analysis of Financial
Condition and Results of Operations 6
Item 3. Controls and Procedures 7
PART II. OTHER INFORMATION
Item 1. Legal Proceeding
Item 2. Changes in Securities 8
Item 3. Defaults Upon Senior Securities 8
Item 4. Submission of Matters to a Vote of Security Holders 8
Item 5. Other Information 8
Item 6. Exhibits and Reports on Form 8-K
(a) Exhibits 8
(b) Reports on Form 8-K 8
Part I. FINANCIAL INFORMATION
Item I. FINANCIAL STATEMENTS
JURAK CORPORATION WORLD WIDE, INC.
CONDENSED BALANCE SHEETS
Restated
February 28, May 31,
ASSETS 2005 2004
-------------- --------------
(Unaudited) (Audited)
Cash $ 7,699 $ -
Accounts receivable 1,494 -
Inventories 72,195 96,149
Prepaid expenses 19,601 156,130
-------------- --------------
Total current assets 100,989 252,279
Property, plant and equipment - net 29,575 33,441
Deposits 9,410 25,554
Restricted cash 35,544 35,544
-------------- --------------
$ 175,518 $ 346,818
============== ==============
LIABILITIES AND STOCKHOLDERS' DEFICIT
Checks issued in excess of bank balance $ - $ 65,736
Current portion of capital lease obligations 6,495 5,156
Accounts payable 150,062 280,816
Accrued compensation 380,492 500,143
Accrued royalties 518,589 400,736
Payable to related parties 1,360,126 1,324,116
-------------- --------------
Total current liabilities 2,415,764 2,576,703
Capital lease obligation, net of current portion 8,192 10,082
-------------- --------------
Total liabilities 2,423,956 2,586,785
============== ==============
STOCKHOLDERS' DEFICIT:
Common stock 31,938 31,268
Additional paid-in capital 915,814 767,549
Accumulated deficit (3,196,190) (3,038,784)
-------------- --------------
(2,248,438) (2,239,967)
-------------- --------------
$ 175,518 $ 346,818
============== ==============
Note: The balance sheet at May 31, 2004 has been taken from the audited
financial statements at that date, and has been condensed.
See Notes to Condensed Financial Statements.
1
JURAK CORPORATION WORLD WIDE, INC.
STATEMENTS OF OPERATIONS
(Unaudited)
Three Months Ended Nine Months Ended
-------------------------------- --------------------------------
February 28 February 29 February 28 February 29
2005 2004 2005 2004
-------------- -------------- -------------- --------------
Sales $ 545,009 $ 623,414 $ 1,817,864 $ 2,034,113
Cost of sales 107,673 106,361 399,063 444,590
-------------- -------------- -------------- --------------
Gross profit 437,336 517,053 1,418,801 1,589,524
Selling, general and administrative expense 481,073 521,315 1,477,153 1,663,783
-------------- -------------- -------------- --------------
Loss from operations (43,737) (4,262) (58,352) (74,259)
-------------- -------------- -------------- --------------
Other income (expense):
Interest income - 38 - 75
Interest expense (29,115) (27,478) (99,054) (86,773)
-------------- -------------- -------------- --------------
(29,115) (27,440) (99,054) (86,698)
-------------- -------------- -------------- --------------
Loss before income taxes (72,852) (31,702) (157,406) (160,957)
Income taxes -- -- -- --
-------------- -------------- -------------- --------------
Net loss $ (72,852) $ (31,702) $ (157,406) $ (160,957)
============== ============== ============== ==============
Loss per common share $ (.00) $ (.00) $ (.00) $ (.01)
============== ============== ============== ==============
Loss per common share assuming dilution $ (.00) $ (.00) $ (.00) $ (.01)
============== ============== ============== ==============
Weighted average outstanding shares 31,789,365 31,055,773 31,506,997 31,056,324
============== ============== ============== ==============
See Notes to Condensed Financial Statements.
2
JURAK CORPORATION WORLD WIDE, INC.
CONDENSED STATEMENTS OF CASH FLOWS
(Unaudited)
Nine Months Ended
-----------------------------------
February 28 February 29
2005 2004
-------------- --------------
CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss $ (157,406) $ (160,957)
Depreciation 10,149 6,100
Changes in current assets and liabilities:
Accounts receivable (1,494) --
Inventories 23,954 198,356
Prepaid expenses 136,529 (28,572)
Deposits 16,144 --
Accounts payable (130,754) (153,270)
Accrued compensation and accrued royalties 107,137 135,188
-------------- --------------
Net cash provided by (used in) operating activities 4,259 (3,155)
-------------- --------------
CASH FLOWS FROM INVESTING ACTIVITIES:
Other assets -- (19,064)
Purchase of office equipment (2,745) (8,420)
-------------- --------------
Net cash used in investing activities (2,745) (27,484)
-------------- --------------
CASH FLOWS FROM FINANCING AND OTHER ACTIVITIES:
Checks issued in excess of bank balance (65,736) --
Cash received for issuance of common stock 40,000 75,000
Payments on capital lease obligations (4,089) (838)
Increase in payable to related parties 36,010 (5,237)
-------------- --------------
Net cash used in investing and other activities 6,185 68,925
-------------- --------------
Net increase in cash 7,699 38,286
Cash and savings:
Beginning of period -- 13,749
-------------- --------------
End of period $ 7,699 $ 52,035
============== ==============
See Notes to Condensed Financial Statements.
3
JURAK CORPORATION WORLD WIDE, INC.
NOTES TO CONDENSED FINANCIAL STATEMENTS
(Unaudited)
Note 1. Condensed Financial Statements:
The condensed balance sheet as of February 28, 2005, the statement of
operations for the three and nine months ended February 28, 2005 and
February 29, 2004, and the condensed statements of cash flows for the
nine month periods then ended have been prepared by the Company,
without audit. In the opinion of management, all adjustments (which
include only normal recurring adjustments) necessary to present fairly
the financial position, results of operations and changes in cash flows
at February 28, 2005 and for all periods presented have been made.
Certain information and footnote disclosures normally included in
financial statements prepared in accordance with accounting principles
generally accepted in the United States of America have been condensed
or omitted. It is suggested that these condensed financial statements
be read in conjunction with the financial statements and notes thereto
included in the Company's May 31, 2004 audited financial statements.
The results of operations for the period ended February 28, 2005 are
not necessarily indicative of the operating results for the full year.
Certain accounts in the prior year financial statements have been
reclassified for comparative purposes to conform with the presentation
in the current quarter financial statements. These reclassifications
had no effect on net loss or stockholders' deficit.
RECENT ACCOUNTING PRONOUNCEMENTS.
SFAS No. 151.
In November 2004, Financial Accounting Standards Board (FASB) issued
Statement on Financial Accounting Standard (SFAS) No. 151 "Inventory
Costs" amends the guidance in Accounting Research Bulletin (ARB) No.
43, Chapter 4 "Inventory Pricing," to clarify the accounting for
abnormal amounts of idle facility expense, freight, handling costs, and
wasted material (spoilage). Paragraph 5 pf ARB 43, Chapter 4,
previously stated that under some circumstances, items such as idle
facility expense, excessive spoilage, double freight, and rehandling
costs may be so abnormal as to require treatment as current period
charges." SFAS No. 151 requires that those items be recognized as
current-period charges regardless of whether they meet the criterion of
"so abnormal." In addition, SFAS No, 151 requires that allocation of
fixed production overheads to the costs of conversion be based on the
normal capacity of the production facilities. SFAS No. 151 shall be
effective for inventory costs incurred during fiscal years beginning
after June 15, 2005. Earlier application is permitted for inventory
costs incurred during fiscal years beginning after the date SFAS No.
151 was issued. SFAS No. 151 shall be applied prospectively. The
Company does not expect the adoption of SFAS No. 151 to have a material
effect on its financial statements.
SFAS No. 153.
In December 2004, FASB issued SFAS No. 153 "Exchanges of Nonmonetary
Assets" amends APB Opinion No. 29, "Accounting for Nonmonetary
Transactions." APB No. 29 is based on the principle that exchanges of
nonmonetary assets should be measured based on the fair value of the
assets exchanged. The guidance in that Opinion, however, included
certain exceptions to that principle. SFAS No. 153 amends APB No. 29 to
eliminate the exception for nonmonetary exchanges of similar productive
assets and replaces it with a general exception for exchanges of
nonmonetary assets that do not have commercial substance. A nonmonetary
exchange has commercial substance if the future cash flows of the
entity are expected to change significantly as a result of the
exchange. SFAS No. 153 shall be effective for nonmonetary asset
exchanges occurring in fiscal periods beginning after June 15, 2005.
Earlier application is permitted for nonmonetary asset exchanges
occurring in fiscal periods beginning after the date SFAS No. 153 was
issued. SFAS No. 153 shall be applied prospectively. The Company does
not expect the adoption of SFAS No. 153 to have a material effect on
its financial statements.
4
SFAS No. 123R.
In December 2004, FASB issued SFAS No. 123R which requires companies to
recognize in the income statement the grant-date fair value of stock
options and other equity-based compensation issued to employees, but
expressed no preference for the type of valuation model. FASB No. 123R
is effective for small business issuers as of the beginning of interim
or annual reporting periods that begin after December 15, 2005. The
impact of SFAS NO. 123R has not been determined at this time.
Note 2. Inventories:
Inventories consist of the following:
February 28, May 31,
2005 2004
-------------- --------------
Raw materials $ 20,661 $ 12,181
Finished goods 51,534 83,968
-------------- --------------
Totals $ 72,195 $ 96,149
============== ==============
Note 3. Stockholders' Deficit:
During the three months ended February 28, 2005, stockholders'
deficit changed for the net loss of $72,852. For the nine months ended February
28, 2005, stockholders' deficit changed for the net loss of $157,406.
5
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATION
Statements made in this Form 10-QSB that are not historical or current
facts are "forward-looking statements" made pursuant to the safe harbor
provisions of Section 27A of the Securities Act of 1933 (the "Act") and Section
21E of the Securities Exchange Act of 1934. These statements often can be
identified by the use of terms such as "may," "will," "expect," "believe,"
"anticipate," "estimate," "approximate" or "continue," or the negative thereof.
The Company intends that such forward-looking statements be subject to the safe
harbors for such statements. The Company wishes to caution readers not to place
undue reliance on any such forward-looking statements, which speak only as of
the date made. Any forward-looking statements represent management's best
judgment as to what may occur in the future. However, forward-looking statements
are subject to risks, uncertainties and important factors beyond the control of
the Company that could cause actual results and events to differ materially from
historical results of operations and events and those presently anticipated or
projected. The Company disclaims any obligation subsequently to revise any
forward-looking statements to reflect events or circumstances after the date of
such statement or to reflect the occurrence of anticipated or unanticipated
events.
In addition, our business and operations are subject to substantial
risks, which increase the uncertainty inherent in such forward-looking
statements. In light of the significant uncertainties inherent in the
forward-looking information included herein, the inclusion of such information
should not be regarded as a representation by us or any other person that our
objectives or plans will be achieved. The Private Securities Litigation Reform
Act of 1995 contains a safe harbor for forward-looking statements on which we
rely in making such disclosure. In connection with this safe harbor we are
hereby identifying important factors that could cause actual results to differ
materially from those contained in any forward-looking statements made by or on
our behalf. Any such statement is qualified by reference to the cautionary
statements included in this Quarterly Report.
OVERVIEW
Jurak Corporation World Wide, Inc., a Minnesota corporation (the
"Company") currently trades on the Over-the-Counter Bulletin Board under the
symbol "JCWW". The Company is involved in the development, manufacture,
marketing and distribution of the "Jurak Classic Whole Body Tonic", which was
first developed in 1943 by Carl Jurak, the father of the founder of the Company.
The Jurak Classic Whole Body Tonic is a blend of medicinal herbs and other
ingredients.
RESULTS OF OPERATIONS
For the Nine Month Period Ended February 28, 2005 Compared to the Nine Month
Period Ended February 29, 2004.
The Company incurred a net loss of approximately ($157,406) during the
nine-month period ended February 28, 2005 compared to a net loss of
approximately ($160,957) incurred during the nine-month period ended February
28, 2004.
During the nine month period ended February 28, 2005, the Company
generated $1,817,864 in gross revenues compared to $2,034,114 in gross revenues
during the nine month period ended February 28, 2004 (a decrease of $216,250).
Cost of sales decreased during the nine month period ended February 28, 2005 to
$399,063 from $444,590 for the same period during 2004 (a decrease of $45,527).
Therefore, during the nine month period ended February 28, 2005, gross profit
was $1,418,801 compared to gross profit of $1,589,524 during the nine month
period ended February 29, 2004 (a decrease of $170,723). Management of the
Company believes that the decrease in gross revenues and resulting decrease in
gross profit resulted from the Company's customers who stocked up on product
during a promotional period during the first quarter of 2004.
During the nine month period ended February 28, 2005, the Company
incurred $1,477,153 in selling, general and administrative expense compared to
$1,663,783 in selling, general and administrative expense incurred during the
nine month period ended February 29, 2004 (a decrease of $186,630). The selling,
general and administrative expense consists of the following: (i) $749,618.20 in
selling and (ii) $727,570.95 in general and administrative expenses. Interest
expense of $99,054 was incurred during the nine month period ended February 28,
2005 compared to interest expense of $86,773 during the same period in 2004.
Therefore, during the nine month period ended February 28, 2005, net loss was
($157,406) compared to a net loss of ($160,957) incurred during the nine month
period ended February 29, 2004. Management of the Company anticipates that the
profit margin will increase as the Company acquires new customers and continues
to lower its cost of sales and selling, general and administrative expense.
6
As a result of the above, the Company's net loss for the nine month
period ended February 28, 2005 was approximately ($157,406) or ($0.00) per
share.
For the Three-Month Period Ended February 28, 2005 Compared to Three-Month
Period Ended February 29, 2004.
The Company incurred net losses of approximately ($72,852) for the
three-month period ended February 28, 2005 compared to a net loss of
approximately ($31,702) for the three-month period ended February 29, 2004 (an
increase of $41,150).
During the three-month period ended February 28, 2005, the Company
generated $545,009 in gross revenues compared to $623,414 in gross revenues
during the three-month period ended February 29, 2004 (a decrease of $78,405).
Cost of sales increased during the three month period ended February 28, 2005 to
$107,673 from $106,361 for the same period during 2004 (a increase of $1,312).
Therefore, during the three-month period ended February 28, 2005, gross profit
was $437,336 compared to gross profit of $517,053 during the three-month period
ended February 29, 2004 (a decrease of $79,717).
During the three-month period ended February 28, 2005, the Company
incurred $481,073 in selling, general and administrative expense compared to
$521,315 in selling, general and administrative expense incurred during the
three-month period ended February 29, 2004 (a decrease of $40,272). Interest
expense of $29,115 was incurred during the three-month period ended February 28,
2005 compared to interest expense of $27,428 during the same period in 2003.
Therefore, during the three-month period ended February 28, 2005, net loss was
($72,852) compared to a net loss of ($31,702) incurred during the three-month
period ended February 29, 2004.
As a result of the above, the Company's net loss for the three-month
period ended February 28, 2005 was approximately ($72,852) or ($0.00) per share.
LIQUIDITY AND CAPITAL RESOURCES
Nine Month Period Ended February 28, 2005
The Company has historically had more expenses and cost of sales than
income in each year of its operations. The accumulated deficit as restated May
31, 2004 was $3,038,784, and current liabilities are in excess of current
assets. Generally, the Company has financed operations to date through the
proceeds of the private placement of equity and debt securities and the
generation of sales revenue. In connection with the Company's business plan,
management anticipates that there may be additional increases in working
expenses and capital expenditures relating to operating expenses. The Company
intends to finance these expenses with further issuances of securities by the
Company and revenues from operations. Therefore, the Company expects it may need
to raise additional capital and increase its revenues to meet long-term
operating requirements.
As of the nine month period ended February 28, 2005, the Company's
current assets were $100,989 and its current liabilities were $2,415,764, which
resulted in a working capital deficit of $2,314,775. As of the nine month period
ended February 28, 2005, the Company's total assets were $175,518 consisting of:
(i) $72,195 in inventories; (ii) $19,601 in prepaid expenses; (iii) $35,544 in
restricted cash; (iv) $9,410 in deposits; (v) $29,575 in net valuation of
property, plant and equipment; and (vi) cash of $7,699.
As of the nine month period ended February 28, 2005, the Company's
total liabilities were $2,415,764 consisting of: (i) $1,360,126 payable to
related parties; (ii) $518,589 in accrued royalties; (iii) $380,492 in accrued
compensation; (iv) $150,062 in accounts payable; and (v) $14,687 in current and
long-term capital lease obligation. See " - Material Commitments" below.
During the nine-month period ended February 28, 2005, net cash flows
used in operating activities was ($4,259) consisting primarily of a net loss of
($157,406), which was adjusted by $10,149 for depreciation, and ($130,754) in
accounts payable, $136,529 in prepaid expenses, $23,954 in inventories and
$107,137 in accrued compensation and accrued royalties.
During the nine-month period ended February 28, 2005, net cash flows
used in investing activities was ($2,745) for the purchase of office equipment.
7
During the nine month period ended February 28, 2005, net cash flows
from financing activities was $6,185 consisting of ($65,736) in checks issued in
excess of bank balance, an increase of $36,010 in accounts payable to related
parties, payments on capital lease obligations of ($4,089) and $40,000 in cash
received for issuance of common stock.
PLAN OF OPERATION
As of the date of this Quarterly Report, the Company has generated
revenue from operations. However, during the prior fiscal years, the Company
relied upon internally generated funds and advances, funds from the sale of
shares of stock and loans from its shareholders and private investors to finance
its operations and growth. Management of the Company anticipates a possible
increase in operating expenses and capital expenditures relating to its business
operations.
The Company may finance further expenditures with future issuances of
common stock of the Company. The Company believes that potential sales revenues
and any private placements of equity capital and debt financing, if successful,
may be adequate to fund the Company's operations over the next year. The Company
may encounter business endeavors that require significant cash commitments or
unanticipated problems or expenses that could result in a requirement for
additional cash before that time. If the Company raises additional funds through
the issuance of equity or convertible debt securities other than to current
shareholders, the percentage ownership of its current shareholders would be
reduced, and such securities might have rights, preferences or privileges senior
to its common stock. Additional financing may not be available upon acceptable
terms, or at all. If adequate funds are not available or are not available on
acceptable terms, the Company may not be able to take advantage of potential
marketing opportunities for its products, which could significantly and
materially restrict the Company's business operations.
As of the date of this Quarterly Report, management of the Company
believes that an estimated $2,000,000 to $5,000,000 is required over the next
two years for payment of expenses associated with its ongoing business
operations. Management believes that the Company can satisfy its cash
requirements for approximately the next twelve months based on sales revenues,
proceeds received from private placement offerings, and its ability to obtain
advances or equity private placements from certain investors and other parties,
as necessary.
As of the date of this Quarterly Report, there is substantial doubt
regarding the Company's ability to continue as a going concern as the Company
has not generated sufficient cash flow to fund its business operations and
material commitments. The Company must raise additional capital. The Company has
not generated sufficient cash flow in the past to fund its operations and
activities. Historically, the Company has relied upon internally generated
funds, funds from the sale of shares of stock and loans from its shareholders
and private investors to finance its operations and growth. The Company's future
success and viability are entirely dependent upon the Company's current
management to generate revenues from its business operations and raise
additional capital through further private offerings of its stock or loans from
private investors. Management is optimistic that the Company will be successful
in its capital raising efforts. There can be no assurance, however, that the
Company will be able to generate sufficient revenues or raise additional
capital. The Company's failure to successfully generate sufficient revenues
and/or raise additional capital will have a material and adverse affect upon the
Company and its shareholders.
MATERIAL COMMITMENTS
In connection with its business operations, the Company incurred
liability or borrowed funds pursuant to various contractual arrangements
representing the following material commitments.
Royalty Agreement
On approximately January 1, 1999, the Company and Jurak Holdings
Limited, a corporation organized under the laws of the Province of Alberta and
an affiliate of the Chief Executive Officer and a director of the Company (the
"Jurak"), entered into an intellectual properly license agreement (the "License
Agreement"). Pursuant to the terms and provisions of the License Agreement, the
Company is required to pay a minimum royalty fee of $10,000 for fiscal year
1999, $10,000 for fiscal year 2000, $100,000 for fiscal year 2001, $200,000 for
fiscal year 2002, and $500,000 for fiscal year 2003 and each calendar year
thereafter during the first ten years of the License Agreement (the "Minimum
Royalty Fee"). Furthermore, in addition to the Minimum Royalty Payment, the
Company is required to pay a continuing royalty fee of the percent of the net
sales price of all license products sold under the License Agreement (the
"Continuing Royalty Fee").
A significant and estimate material agreement for the Company for
fiscal year 2005 are the amounts of the Minimum Royalty Fee and the Continuing
Royalty Fee due and owing under the terms of the License Agreement. As of the
date of this Quarterly Report, the amount of the accrued royalties due and owing
pursuant to the Minimum Royalty Fee and the Continuing Royalty Fee is $518,589.
The Minimum Royalty Fee for fiscal years ended May 31, 2004 and 2003,
respectively, were waived by Jurak.
8
Amounts Due to Related Parties
Mr. Anthony C. Jurak, the Chief Executive Officer and a director of the
Company, derives remuneration from the Company as compensation for management
and consulting services rendered. As of approximately June 2003, the Company and
152581 Canada Inc., a company controlled by Mr. Jurak ("152581 Canada"), entered
into a verbal month-to-month contractual arrangement pursuant to which Mr. Jurak
would perform management and consulting services on behalf of the Company in
accordance with his executive position and the Company would pay 152581 Canada a
monthly sum of $4606.50, plus expenses. At February 28, 2005, the Company owed
152581 Canada an aggregate of $19,025.95. During the nine-month period ended
February 28, 2005, the Company has paid an aggregate of $21,664.62 to 152581
Canada for services rendered by Mr. Jurak on behalf of the Company.
Mr. Roger Theriault, the President and a director of the Company,
derives remuneration from the Company as compensation for management and
consulting services rendered. As of approximately June 2003, the Company and Mr.
Theriault entered into a verbal month-to-month contractual arrangement pursuant
to which Mr. Theriault would perform management and consulting services on
behalf of the Company in accordance with his executive position and the Company
would pay Mr. Theriault a monthly sum of $3992.29, plus expenses. At February
28, 2005, the Company owed Mr. Theriault an aggregate of $19,810.89. During the
nine-month period ended February 28, 2005, the Company has paid an aggregate of
$15,485.70 to Mr. Theriault for services rendered by Mr. Theriault on behalf of
the Company.
OFF-BALANCE SHEET ARRANGEMENTS
As of the date of this Quarterly Report, the Company does not have any
off-balance sheet arrangements that have or are reasonably like to have a
current or future effect on the Company's financial condition, changes in
financial condition, revenues or expenses, results of operations, liquidity,
capital expenditures or capital resources that are material to investors. The
term "off-balance sheet arrangement" generally means any transaction, agreement
or other contractual arrangement to which an entity unconsolidated with the
Company is a party, under which the Company has (i) any obligation arising under
a guarantee contract, derivative instrument or variable interest; or (ii) a
retained or contingent interest in assets transferred to such entity or similar
arrangement that serves as credit, liquidity or market risk support for such
assets.
ITEM 3. CONTROLS AND PROCEDURES
The Company maintains disclosure controls and procedures (as defined
in Rules 13a-15(e) and 15(d)-15(e) under the Securities Exchange Act of 1934, as
amended (the "Exchange Act")) that are designed to ensure that information
required to be disclosed in the Company's reports under the Exchange Act, is
recorded, processed, summarized and reported within the time periods specified
in the SEC's rules and forms, and that such information is accumulated and
communicated to the Company's management, including the Company's Chief
Executive Officer/Chief Financial Officer, as appropriate, to allow timely
decisions regarding required disclosure.
An evaluation was conducted under the supervision and with the
participation of the Company's management, including the Company's Chief
Executive Officer/Chief Financial Officer, of the effectiveness of the design
and operation of the Company's disclosure controls and procedures as at February
28, 2005 pursuant to Rules 13a-15(b) and 15d-15(b) under the Exchange Act. Based
on that evaluation, the Company's Chief Executive Officer/Chief Financial
Officer has concluded that the Company's disclosure controls and procedures were
effective as of such date to ensure that information required to be disclosed in
the reports the Company files or submits under the Exchange Act is recorded,
processed, summarized and reported within the time period specified in
Commission rules and forms.
There has been no change in the Company's internal control over
financial reporting (as defined in Rules 13(a)-15(f) and 15(d)-15(f) under the
Exchange Act) during the nine month period ended February 28, 2005 that has
materially affected, or is reasonably likely to materially affect, the Company's
internal control over financial reporting.
9
PART II. OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS.
Not applicable.
ITEM 2. CHANGES IN SECURITIES.
On approximately January 7, 2005, the Company and Maria Jose Guedes and
Justino Almeida (collectively, the "Creditor"), entered into an agreement
regarding the settlement of an aggregate amount of $90,677 in principal and
accrued interest due and owing to the Creditor by the Company relating to
previous advances provided by the Creditor to the Company (the "Debt"). Pursuant
to the terms and provisions of the Agreement: (i) the Company agreed to settle
the Debt by issuing to the Creditor 453,384 shares of its restricted common
stock at the rate of $0.20 per share (which amount is based upon the average of
the open and close price of the Company's shares of Common Stock traded on the
OTC Bulletin Board between November 16, 2004 and December 29, 2004; and (ii) the
Creditor agreed to convert the Debt and accept the issuance of the 453,384
shares of restricted common stock of the Company as full and complete
satisfaction of the Debt. The Company issued the 453,384 shares of restricted
common stock to the Creditor pursuant to the transactional exemption under
Section 4(2) and Regulation S of the Securities Act of 1933, as amended (the
"Securities Act"). Investors acknowledged that the securities to be issued have
not been registered under the Securities Act, that they understood the economic
risk of an investment in the securities, and that they had the opportunity to
ask questions of and receive answers from the Company's management concerning
any and all matters related to acquisition of the securities.
ITEM 3. DEFAULTS UPON SENIOR SECURITIES.
(a) Not Applicable.
(b) Not Applicable.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.
Not Applicable.
ITEM 5. OTHER INFORMATION.
Not Applicable.
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K.
(a) Exhibits.
10.1 Intellectual Property License Agreement.
31.1 Certification of Chief Executive Officer pursuant to
Securities Exchange Act of 1934, Rule 13a-14(a) or
15d-14(a).
31.2 Certification of Chief Financial Officer pursuant to
Securities Exchange Act of 1934, Rule 13a-14(a) or
15d-14(a).
32.1 Certification of Chief Executive Officer pursuant to
Securities Exchange Act of 1934, Rule 13a-14(b) or
15d-14(b) and 18 U.S.C. Section 1350, as adopted pursuant
to Section 906 of the
Sarbanes-Oxley Act of 2002.
32.2 Certification of Chief Financial Officer pursuant to
Securities Exchange Act of 1934, Rule 13a-14(b) or
15d-14(b) and 18 U.S.C. Section 1350, as adopted pursuant
to Section 906 of the Sarbanes-Oxley Act of 2002.
(b) Reports on Form 8-K
The Company has not filed Form 8-K during the quarter ended February 28,
2005.
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SIGNATURE
In accordance with the requirements of the Exchange Act, the registrant
caused this report to be signed on its behalf by the undersigned, thereunto duly
authorized.
JURAK CORPORATION WORLD WIDE, INC.
Date: April 24, 2005 By: /s/ Anthony Carl Jurak
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Anthony Carl Jurak
Chairman of the Board and Director
Chief Executive Officer and
Chief Financial Officer
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