U.S. SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

FORM 10-KSB

(MARK ONE)

[X]       ANNUAL REPORT UNDER SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE
          ACT OF 1934
          FOR THE FISCAL YEAR ENDED  JUNE 30, 1999

                                       OR

[ ]       TRANSITION REPORT UNDER SECTION 13 OR 15(D) OF THE SECURITIES
          EXCHANGE ACT OF 1934

          FOR THE TRANSITION PERIOD FROM _________ TO

                         COMMISSION FILE NO. 2-78335-NY

                              J R CONSULTING, INC.
                 ----------------------------------------------
                 (NAME OF SMALL BUSINESS ISSUER IN ITS CHARTER)

           NEVADA                                                   13-3121128
--------------------------------------------------------------------------------
(STATE OR OTHER JURISDICTION OF                                (I.R.S. EMPLOYER
INCORPORATION OR ORGANIZATION)                               IDENTIFICATION NO.)

180 VARICK STREET, 13TH FLOOR, NEW YORK, NEW YORK                        10014
--------------------------------------------------------------------------------
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES)                              (ZIP CODE)

ISSUER'S TELEPHONE NUMBER: (212) 807-6994

SECURITIES REGISTERED UNDER SECTION 12(B) OF THE EXCHANGE ACT:

                                                           NAME OF EACH EXCHANGE
TITLE OF EACH CLASS                                          ON WHICH REGISTERED
NONE                                                                       NONE

SECURITIES REGISTERED UNDER SECTION 12(G) OF THE EXCHANGE ACT: NONE

Check whether the issuer (1) has 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 Company was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.

YES [ ] NO [X]

Check if disclosure of delinquent filers in response to Item 405 of Regulation S-B is not 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]

State the issuer's revenues for its most recent fiscal year: $1,814,000

The aggregate market value of the voting and non-voting 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 December 20, 1999 was $8,663,084 based on a price of $0.8125 per share.

State the number of shares outstanding of the issuer's classes of common equity, as of the latest practicable date: 13,373,257 shares of Common Stock, $.04 par value per share, as of December 20, 1999.

Transitional Small Business Disclosure Format (check one): YES [ ] NO [X]


PART I

ITEM 1. DESCRIPTION OF BUSINESS

INTRODUCTION

J R Consulting, Inc (the "Company") was organized under the laws of the State of Nevada on June 8, 1982. From its inception through September 7, 1995, the Company generated nominal revenues and, prior to September 7, 1995, the Company did not actively engage in business for at least one fiscal year.

During the fiscal year ended June 30, 1999, the Company has been engaged in two separate businesses. The Company owns, operates and manages modeling agencies through its subsidiaries - Prima Eastwest Model Management, Inc, a California corporation ("Prima"), and Que Management, Inc, a New York corporation ("Que"). In addition, until June 30, 1999, the Company, through its subsidiary Benatone Limited, was engaged in the manufacture and sale of screwless rewireable electrical plugs and the assembly of small electrical accessories for third party manufacturers in the United Kingdom. Effective June 30, 1999, the Company sold its shares of Benatone Limited.

RECENT DEVELOPMENTS

DIVA REORGANIZATION

Effective April 1, 1999, the Company entered into a transaction pursuant to which (i) it became the controlling shareholder of Diva Entertainment, Inc., a Delaware corporation formerly known as Quasar Projects Company ("Diva-Delaware"), and (ii) Diva Entertainment, Inc., a Florida corporation and 95.3% owned subsidiary ("Diva-Florida"), became a wholly owned subsidiary of Diva-Delaware. In connection with the reorganization, the Company received 4,225,000 shares of Diva-Delaware's common stock, representing 76.8% of the outstanding common stock of Diva-Delaware, in exchange for the Company's 95.3% equity interest in Diva. Although its shares are not currently publicly traded, Diva-Delaware is a public company pursuant to the Securities Exchange Act of 1934.

Also in connection with the reorganization, the Company agreed to convert $3,000,000 of debt, owed to it by Diva-Florida into 3,000 shares of Series B Redeemable Convertible Stock of the Company. In addition, the Company entered into an Option Agreement with Diva-Delaware, so that the Company would maintain its ownership percentage of the outstanding common stock of Diva-Delaware in a range between 65% and 92%, exclusive of any conversions of the Series B Redeemable Convertible Preferred Stock into shares of common stock of Diva-Delaware.

The merger was contingent upon the Diva-Delaware selling 350 shares of Series A Convertible Preferred Stock at $2,000 per share to private investors. As of the effective date of the merger, 375 shares of Series A Convertible Stock were sold to investors, resulting in approximately $750,000 of gross proceeds to Diva-Delaware.

PROVIDENTIAL SECURITIES, INC.

On October 28, 1999, the Company entered into a Corporate Combination Agreement pursuant to which it agreed to acquire at least 90% of the issued and outstanding shares of Providential Securities, Inc., a registered broker-dealer, in exchange for shares of the Company's

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common stock. Under this Agreement, it is contemplated that prior to the consummation of the Agreement, the Company would effect a 1-for-2 reverse stock split. As a result, each of the Company's current shareholders would receive one share for each two shares owned and the Company would have 6,686,629 shares issued and outstanding. The Company would then issue up to 30,000,000 shares of its common stock to the shareholders of Providential in exchange for their shares of Providential. Thus, upon consummation of the transaction, the Company will have issued and outstanding up to 36,686,629 shares of common stock, of which the shareholders of Providential will own approximately 82%. Upon consummation of the transaction, Peter Zachariou, David Lean and Gabriel Harris would resign from their positions as officers and directors of JRCI and will be replaced with the designees of the Providential shareholders. In addition, as part of the transaction, the Company will sell for fair market value all of the shares and the option to purchase additional shares that it owns of Diva Entertainment, Inc.

Consummation of the transaction is subject to a number of conditions, including the Company obtaining the consent of the Board of Directors and a majority of the shareholders and Providential obtaining the approval of the National Association of Securities Dealers, Inc. No assurance can be given that these conditions will be met and that the transaction will be consummated.

DIVA ENTERTAINMENT, INC.

THE BUSINESS

The Company is in the business of representing talent including professional fashion models, commercial actors and theatrical actors. The talent management business, including model management, is based upon obtaining talent and matching talent to clientele. Traditional modeling clientele include print and television advertising, and runway. Both male and female fashion models have a limited career span. Most professional models are aged between 18 and 25 years, although there is a limited market for child and mature models. As a result, the talent management business is characterized by continuous talent turnover, the need to discover new talent and the need to anticipate and adapt to changing consumer tastes.

Talent management fees are based on a percentage of the model's fee, plus additional fees paid by the clientele. The Company's over 500 clients include magazine publishing houses, designers, national retailers and catalogs including Elle Magazine, Talbot's, Nordstroms, Banana Republic and Macy's.

The Company anticipates opening model agencies in additional areas in the future. Management is evaluating opportunities in Florida and London. However, management is only at the evaluation stages. The Company has not signed any letters of intent or agreements to open any additional agencies and can make no assurances that any additional agencies will be opened.

SERVICES

Prima is divided into two principal divisions, which are designated "Print" and "Profile." An experienced manager in the particular field is in charge of each division. Que is managed by

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two experienced managers in the field of print. The Print divisions of Prima and Que operate in the competitive modeling agency field and are subdivided into male and female subdivisions. Prima also provides hair, make up and styling services for models, actors, actresses and celebrities through its Profile division. This division not only offers an important service to the Print division, but it also provides Prima with an entry into the celebrity/entertainment field.

Prima intends to commence operation of a Talent and Commercial division, although there is no assurance that this will occur. This division will seek to introduce models who may have a career in the print modeling industry into both the audio and visual entertainment industry and conversely to expand the exposure and portfolio of artists currently in audio and visual entertainment in the print modeling industry.

MARKETING

The traditional markets for Prima and Que are in the field of print. This includes not only magazines such as Vanity Fair, Glamour, GQ, Mirabella, Cosmopolitan, Allure and Vogue; but also advertising agencies, catalogues; movie production companies such as Universal, Paramount and Warner Brothers; and general industry such as Calvin Klein, Levi's, ABC Television, and the Gianni Versace organization.

Prima and Que advertise in trade journals used extensively by professionals seeking print modeling services. Furthermore, industry magazines and television have viewed Prima and Que as being high-profile, fast-growing boutique agencies. Prima and Que's models have been widely seen on magazine covers. This creates a flow of new clients and new models. Prima and Que also rely on their reputations to attract clients and model talent.

COMPETITION

Prima's Print division competes with the major world-wide model agencies, several of which are headquartered in New York. Prima also competes with many smaller regional firms. Because Prima frequently works with a network of independent agencies when placing its models in other markets and conversely helps place other agencies' models in the Los Angeles market, Prima can compete with the major agencies on a world-wide basis.

While the New York market with the larger firms tends to attract the super models with its major European markets and larger fee income, Los Angeles on the other hand attracts models who are also seeking an entry into the entertainment industry. The entertainment industry dominates the Los Angeles market and Prima is thus able to provide agency services for models to both print and entertainment industry work. In particular, the success to date of its Profile division, with its service of both the modeling and celebrity market, and the proposed introduction of the Talent and Commercial division at Prima, should provide a highly competitive position for Prima in the entertainment and modeling industry, particularly in the Los Angeles area, although there is no assurance that this will continue. A competitor of Profile also operates a hair and makeup division to try and compete in this attractive market.

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Que competes with the major world-wide model agencies, most of which are headquartered in New York. Que also competes with many smaller regional firms. Because Que frequently works with a network of independent agencies when placing its models in other markets and conversely helps place other agencies' models in the New York market, Que can compete with the major agencies on a world-wide basis. Having Prima as a part of the group and the expertise of each company in its particular region, Que is able to operate more effectively and efficiently by coordinating many of the jobs between the two companies. This enhances its ability to compete with the major world-wide model agencies. Notwithstanding this, there can be no assurance that the Company can compete effectively in the future.

CUSTOMER AND TALENT BASE

Prima has been in business for over ten years. Over that period, it has maintained a wide base of both customers and models. The client base is very diverse from department stores to record companies and movie production firms and is not linked solely to the geographic Los Angeles market. Que, although opened more recently on January 5, 1998, also has a similarly diverse client base.

Any modeling agency must expand by increasing the talent that it has as part of its portfolio. Que and Prima have had and continue to have a foundation of existing talent, both male and female. The talent base is very diverse including models with different ethnic backgrounds and looks. Furthermore, Que and Prima operate a year-round scouting program with individual scouts traveling around the United States, Europe (both central and eastern) and South America in search of new talent.

The wide base in both customers and talent enables Prima and Que to meet the demands of its industry. This wide base in customers and talent will also enable Diva to expand its operations.

EMPLOYEES

At June 30, 1999, the Company had 22 employees. None of the employees is subject to any collective bargaining agreement. Prima and Que consider their relationships with their employees to be good.

BENATONE LIMITED

THE BUSINESS

Until June 30, 1999, the Company through its wholly owned subsidiary, Benatone Limited, was engaged in the manufacture and sale of screwless rewireable electrical plugs and the assembly of small electrical accessories for third party manufacturers in the United Kingdom. Effective June 30, 1999, the Company sold its shares of Benatone Limited to Basesound Limited in exchange for
(pound)10.00. In connection with such transaction Basesound assumed all of the liabilities of Benatone.

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As described below, Benatone manufactured and distributed the patented "Simplug" screwless rewireable electrical plug. In the fourth quarter of the calendar year 1998, the fuses used by the manufacturer of the Simplug were subjected to a series of tests by the authorities in the United Kingdom responsible for quality control. While these tests were being performed, the sale of any electrical components using these particular fuses was banned. This prevented Benatone from selling any of its Simplugs during the period of testing. The same situation had occurred in the fourth quarter of calendar year 1997. On both occasions, the results of the tests proved that the fuses were safe.

As previously reported, the industry is extremely cyclical and a very high proportion of the annual sales of all companies in the electrical plug industry is made during the fourth quarter of each calendar year (in the experience of Benatone, up to 80%). In calendar year 1997, the Company was able to salvage the position by air freighting the plugs to the United Kingdom once clearance had been given for the fuses. While this cost the Company financially, it also earned the Company significant goodwill with its customers. However, the Company made the decision not to repeat this exercise in 1998 because the clearance for the fuses came too late to supply the customers during their period of greatest demand and management considered the financial burden for the second consecutive year to be too great.

As a consequence, several of the Company's larger customers were not prepared to use the Company in the future as a source for plugs (due to unreliability of supply) and sales during the first six months of each calendar year were very low. The Company's problems were exacerbated by the very strong competition from low labor cost countries in the assembly business. Therefore in January 1999 the Company decided to minimize its losses by ceasing to conduct business in this area. The sale of Benatone was consummated on June 30, 1999.

PRODUCTS

While a subsidiary of the Company, Benatone manufactured and distributed the patented "Simplug" screwless rewireable electrical plug. The cables were retained within the electrical plug by means of saddle clamps and not screws, making the product ideal for quick assembly in manufacturing industries as compared to the normal screw type electrical plug. The Simplug is deemed safer than the conventional electrical plug used. It is recognized that alternating current has the effect of loosening screw type fixings. This does not occur with the Simplug.

Benatone manufactured a specifically designed jig to enable fast wiring of the Simplug, which was sold separately to commercial users. Benatone further enhanced the jig by enabling it to be attached to an electrical tester, allowing the operator to wire the Simplug and test the complete assembly in one motion, thus saving time and labor for the manufacturer.

The product is suited for manufacturer use because of ease of assembly and the requirement to assemble the plug to cable as the last part of assembly. The use of the enhanced jig with electrical tester is beneficial particularly to the luminaire industry, which is required to test each lamp assembly before sale to the public.

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Benatone also ran separately an assembly operation for manufacturers of other products. For example, Benatone assembled and tested extension sockets with variable length cables for a United Kingdom manufacturer of such products.

Benatone further assembled table lamps for United Kingdom sports clubs such as Manchester United and Liverpool under license. These products were also distributed in Argos, a major sales warehouse. In addition, Benatone also had other smaller electrical assembly operations.

ITEM 2. DESCRIPTION OF PROPERTY

The Company's current address is 180 Varick Street, 13th Floor, New York, New York 10014. Que leases 3,650 square feet of office space at 180 Varick Street, 13th Floor, New York, New York 10014, pursuant to a lease that expires on December 31, 2002. The rent for this space is approximately $6,000 per month for the calendar year 1999 with rent increasing annually to $6,333.33 per month for the calendar year 2002.

Prima leases offices at 6100 Wilshire Boulevard, Suite 710, Los Angeles, California 90048, consisting of 2,476 square feet. Prima leases the offices pursuant to a lease that expires on January 15, 2004 at a rent of $4,580.60 per month.

ITEM 3. LEGAL PROCEEDINGS

Prima is a party to litigation that began on January 30, 1997, and is styled THE LONG ISLAND SAVINGS BANK F.S.B. ("LISB") V. PRIMA MANAGEMENT, PRIMA EASTWEST MODEL MANAGEMENT, INC. KENNETH GODT, EDWARD T. STEIN AND JEFFREY DASH,
Supreme Court of the State of New York, County of Suffolk, Index No 3904-97. LISB sued all of the defendants for approximately $502,988 based upon a demand loan that LISB made to Godt, Stein, Dash and Prima Management and that was allegedly guaranteed by Prima. Under the terms of the alleged guarantee, Prima is primarily liable along with the original obligors in the event of a default. On May 6, 1999, a Judgment was entered against the defendants in this matter, including Prima. However, the Judgment provides that to the extent Prima is required to pay any sums to LISB, Prima is entitled to a judgment against Edward Stein. To date, LISB has not sought to enforce this judgment against Prima. Management believes that the LISB is seeking to enforce this judgment against Edward Stein. To the extent Prima is required to pay any monies to LISB, Prima intends to vigorously pursue its rights against Edward Stein.

J R Consulting, Inc. and Prima are parties to another litigation that began on February 12, 1997, and is styled KENNETH GODT V. THE LONG ISLAND SAVINGS BANK F.S.B., J R CONSULTING, INC., PEMM ACQUISITION CORPORATION AND
PRIMA EASTWEST MODEL MANAGEMENT, INC., United States District Court, Eastern District of New York, Case No. CV-97-0756 (IS). Pemm Acquisition Corporation ("Pemm") was the wholly owned subsidiary of J R Consulting, Inc. that was merged into Prima on March 1, 1996 in order to consummate the Company's acquisition of Prima. Godt alleges that Prima promised that it would repay a demand loan that Godt, together with Jeffrey

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Dash and Edward T. Stein, received from LISB. Godt claims that J R Consulting, Inc. and Pemm agreed to pay Godt's indebtedness to LISB upon the closing of the acquisition of Prima by J R Consulting, Inc. through the merger of Pemm into Prima. Prima allegedly guaranteed the loan and, under the terms of the guarantee, is allegedly primarily liable along with the original obligors in the event of a default. Because of the structure of the acquisition of Prima by J R Consulting, Inc., management of J R Consulting, Inc. believes that neither J R Consulting, Inc. nor Pemm has any liability to Mr. Godt in this litigation. J R Consulting, Inc. and Prima are vigorously defending this litigation.

The Company consented to the entry of a Final Judgment of Permanent Injunction against it dated April 25, 1997 in a Civil Action against it by the Securities and Exchange Commission (the "SEC"), Case No 97-834 in the United States District Court for the District of Columbia. The SEC initiated the civil action because the Company had failed to file timely its Form 10-KSB for the fiscal year ended June 30, 1996 and its Form 10-QSBs for the fiscal quarters ended March 31, September 30, and December 31, 1996. The judgement required the Company to file with the SEC all of the foregoing reports by May 15, 1997, and enjoined the Company from failing to file future periodic reports on a timely basis. The Company has since filed each of the reports mentioned in the civil action. However, this Annual Report for the year ended June 30, 1999, is being filed late. The Company is still delinquent with the filing of its Quarterly Report on Form 10-QSB for the quarter ended September 30, 1999. The Company intends to file this Quarterly Report within the next week.

ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

None.

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PART II

ITEM 5. MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS

Since July 1995 the Company's Common Stock has been quoted on the OTC Bulletin Board. Until December 12, 1999, the Common Stock was trading under the symbol "JRCI". Since December 12, 1999, the Common Stock has been trading under the symbol "JRCIE." The following sets forth the high and low bid prices of the Company's Common Stock for each quarter during the preceding two fiscal years. Such quotations reflect inter-dealer prices, without retail mark up, mark down or commission and may not represent actual transactions.

                                                    HIGH BID           LOW BID
                                                    --------           -------
January 1, 1998 - March 31, 1998                     1.25              0.5625
April 1, 1998 - June 30, 1998                        1.25              0.4375
July 1, 1998 - September 30, 1998                    0.875             0.25
October 1, 1998 - December 31, 1998                  0.375             0.125

January 1, 1999 - March 31, 1999                     0.4063            0.2188
April 1, 1999 - June 30, 1999                        0.3125            0.25
July 1, 1999 - September 30, 1999                    0.25              0.125

As of June 30, 1999, the Company had 1,177 holders of record of its Common Stock.

RECENT SALES OF UNREGISTERED SECURITIES

In May 1998, Diva-Florida sold 221,000 shares of its Series A Convertible Preferred Stock at a price of $2.00 per share. Commissions of $30,000 were paid in connection with such sales. The proceeds were applied to working capital. Pursuant to the reorganization, which became effective in April 1999, 200,000 of these shares were exchanged for 200 shares of Series A Convertible Preferred Stock of Diva-Delaware. The balance of 21,000 shares were redeemed by Diva-Florida.

In February through April 1999, Diva-Delaware conducted a private offering of 750 shares of Series A Convertible Preferred Stock at a price of $2,000.00 per share. Diva received $750,000 of the offering proceeds in cash and a subscription for the balance. Commissions of $30,000 were paid in connection with such sales. These proceeds were used to finance capital expenditures and applied to working capital.

DIVIDENDS

The Company has not declared any cash dividends with respect to its Common Stock during the prior two years and does not anticipate paying cash dividends on its Common Stock in the foreseeable future.

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ITEM 6. MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION [DL TO UPDATE]

Except for the historical information contained herein, the matters discussed in this item are forward looking statements involving risks and uncertainties that may cause actual results to materially differ. Those risks and uncertainties include but are not limited to economic, competitive, industry and market factors affecting the Company's operations, markets, products, prices and other factors discussed in the Company's filings with the SEC.

RESULTS OF OPERATIONS FOR FISCAL YEARS ENDED JUNE 30, 1998 AND JUNE 30, 1999

The fiscal year ended June 30, 1998 ("Fiscal 1998") was one of consolidation at Prima and development of the newly formed Que. This had a measure of success as shown by the results of the Company, with Prima making a small operating profit and revenues of Que achieving management targets. The full potential of these subsidiaries had not been realized. This could only be expected over the forthcoming years, and there is no assurance that the full potential will be realized. The fiscal year ended June 30, 1999 ("Fiscal 1999") was one of continued consolidation with an emphasis on expansion at Que. Also, Benatone was shut down and sold because management decided that it was not a viable business given the operating environment. Furthermore, there was no synergy between Benatone and the other operations of the Company.

The Company incurred a loss from continuing operations of $1,246,000 for Fiscal 1999 compared with a loss from continuing operations of $356,000 for Fiscal 1998. The Company's sales from continuing operations continued to expand and were $1,814,000 in Fiscal 1999 as compared to $1,466,000 in Fiscal 1998. However, selling, general and administrative expenses increased at an even faster rate and were $2,894,000 in Fiscal 1999 as compared to $2,119,000 in Fiscal 1998.

The significant increase in the Company's net loss from continuing operations was primarily due to the uncollectability of a $48,000 receivable, litigation expense of $90,000 and the settlement of some previously outstanding issues in Fiscal 1999. By contrast, in Fiscal 1998, the overall performance of the continuing operations was improved primarily due to the $217,000 gain on the sale of the photographic studio.

The discontinued operations of Benatone incurred a loss of $89,000 in Fiscal 1999 as compared with a loss of $247,000 in Fiscal 1998. The impact of this loss was further reduced in Fiscal 1999 by the gain of $25,000 on the sale of Benatone.

Prima continued to be successful in reducing its costs although this was at some cost to its sales. This resulted in Prima making an operating profit. During the year, Prima moved its office and during this disruptive period all divisions experienced some loss in sales. Management is making every effort to recover those sales in subsequent periods. By working very closely with Que in New York, management expects further improvement in sales during the forthcoming years, although there is no assurance that this will happen.

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Que began operations on January 5, 1998 and the Company forecast losses for the first few years. However the results of Que are encouraging as sales are significantly better than was forecasted and many of the initial expenses will not be repeated. Furthermore Que has already begun working and co-operating closely with Prima to the benefit of both companies.

TRENDS AND UNCERTAINTIES

PRIMA

Prima continues to seek to expand and increase its customer base and operating revenues. In doing so it is probable that its administrative expenses and overhead, are likely to increase in future periods. The continuation of obtaining additional types of business and markets is uncertain and the continued success of any of Prima's new marketing strategies for generating revenue is uncertain.

QUE

Que continues to seek to expand and increase its customer base and operating revenues. In doing so it is probable that its administrative expenses are likely to increase in future periods. The continuation of obtaining additional types of business and markets is uncertain and the continued success of any of Que's new marketing strategies for generating revenue is uncertain.

LIQUIDITY AND CAPITAL RESOURCES

On June 30, 1999, the Company had a working capital deficit of $1,236,000. The business is capital intensive. The operating companies must pay their modeling talent soon after services are rendered. While the accounts receivable for these operating companies are generally due in 30 days, they are usually collected within 60 to 120 days.

The Company expects that the working capital cash requirements over the next 12 months will be generated from operations and the balance of the private offering. However, the Company anticipates opening model agencies in additional areas in the future. Assuming the Company does not open additional model agencies in the next 12 months, the capital expenditures are anticipated to be $25,000. Such expenditures will be primarily for office equipment. The Company expects these capital expenditures to be financed through working capital.

In February through April 1999, Diva-Delaware conducted a private offering of 750 shares of Series A Convertible Preferred Stock. Diva-Delaware received $750,000 of the offering proceeds in cash and received a subscription for the remaining $750,000 which is payable when the Registration

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Statement for Diva-Delaware incorporating the audited financial statements for Fiscal 1999 is filed. Diva-Delaware anticipates filing an amendment to the Registration Statement incorporating these financial statements next month. These proceeds will be used to finance capital expenditures and applied to working capital. Except as described, the Company has no commitments for additional funding and no assurance can be given that it will obtain additional funding.

YEAR 2000 COMPLIANCE

The Year 2000 issue refers to a condition in computer software where a two-digit field rather than a four-digit field is used to distinguish a calendar year. Unless corrected, date-sensitive software may recognize a date using "00" as the year 1900 rather than the year 2000. This could result in system failures or miscalculations causing disruptions to various activities and operations. Such an uncorrected condition could significantly interfere with the conduct of the Company's business, could result in disruption of the Company's operations and could subject the Company to potentially significant legal liabilities.

In Fiscal 1999, the Company conducted an assessment of the Year 2000 issue and the potential effect it would have on the Company and its business. The Company has also prepared a formal plan for dealing with the Year 2000 issue. The Company updated much of its existing software for Year 2000 compliance by modifying existing internally developed software. The Company hired outside consultants and acquired new and upgraded third party software packages to replace those currently used that cannot be modified.

While the Company believes it has made substantial progress in resolving any Year 2000 issues, the possibility exists that the Company could inadvertently fail to correct a Year 2000 problem. Such problems might continue to appear throughout calendar year 2000. While the Company can be increasingly confident, there can be no certainty until the end of Year 2000. The Company believes the impact of such an occurrence would be minor, as substantial Year 2000 compliant equipment additions and upgrades have occurred in recent years. If such resolution does not occur, the Company believes it will be able to conduct its business, possibly at a reduced volume, using its already Year 2000 compliant server and personal computer software until resolution occurs.

Third-party suppliers or customers who have not modified their systems to adequately address the Year 2000 issue may also affect the Company. During the fourth quarter of 1999, the Company will survey many of its major customers and suppliers regarding resolution of their Year 2000 issues.

Year 2000 readiness will cost the Company an estimated $65,000 (including upgrades to existing systems) to complete although this does not include the purchase of replacement software for systems that were upgraded rather than replaced.

ITEM 7. FINANCIAL STATEMENTS

The Financial Statements are attached to this Report.

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ITEM 8. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE

None.

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 certain information as of June 30, 1999, with respect to the Directors and Executive Officers of the Company.

NAME                  AGE      POSITION
----                  ---      --------

Peter Zachariou        38      President, Chairman of the Board and Treasurer

Gabriel Harris         47      Director

David Lean             53      Principal Accounting Officer, Acting Secretary
                                  and Director

Directors are elected at the annual meeting of shareholders and hold office until the following annual meeting and until their successors are elected and qualified. All Executive Officers serve at the discretion of the Board of Directors.

Peter Zachariou has been President and Chairman of the Board of J R Consulting, Inc. since June 23, 1995 and Treasurer of J R Consulting, Inc. since July 15, 1997. From June 23, 1995 until August 11, 1995, Mr. Zachariou was also Secretary and Treasurer of J R Consulting, Inc. Mr. Zachariou has been President and Chairman of the Board of Diva since April 1999. Furthermore, since June 26, 1998, Mr. Zachariou has been President and a Director of ASD Group, Inc., a public company providing contract manufacturing and engineering services to original equipment manufacturers. For at least the preceding five years, Mr. Zachariou has been a private investor.

Gabriel Harris has been a Director of the Company since August 11, 1995 and was Secretary of the Company from August 11, 1999 until August 10, 1998. For at least the preceding five years Mr. Harris has also been a solicitor on his own account in England.

David Lean has been a Director of the Company since August 11, 1995 and was Treasurer of the Company from April 11, 1995 to May 9, 1997. Since August 10, 1998, Mr. Lean has been Acting Secretary. For at least the preceding five years, Mr. Lean has also been a managing Director of a United Kingdom subsidiary of a Canadian mining company.

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The Company's securities are not registered under Section 12(g) of the Exchange Act. Accordingly, the Directors and Executive Officers of the Company are not required to file reports under Section 16(a) of that act.

ITEM 10. EXECUTIVE COMPENSATION

No Director or Executive Officer of the Company received any cash compensation during the fiscal year ended June 30, 1999.

All members of the Company's Board of Directors, whether officers of the Company or not, may receive an amount yet to be determined annually for their participation in meetings of the Board and will be required to attend a minimum of four meetings per fiscal year. The Company reimburses all expenses for meeting attendance or out of pocket expenses connected directly with their Board participation.

ITEM 11. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

The following table sets forth certain information regarding the beneficial ownership of the Company's Common Stock as of December 20, 1999, by each Director, Executive Officer and any person known to the Company to own beneficially more than 5% of the Company's Common Stock and by all Directors and Executive Officers of the Company as a group.

NAME AND ADDRESS              SHARES OF COMMON STOCK             PERCENT
OF BENEFICIAL OWNER           BENEFICIALLY OWNED                 OWNED (1)
-------------------           ------------------                 ---------

Peter Zachariou               2,710,000 (2)                       20.26%
Flat 2
50 Well Walk
Hampstead
London NW3 1BT

Gabriel Harris                        -                              - %
44 Chessington Avenue
London
N3 3DP

David Lean                        1,000                              * %
Ford House
Ashurst
West Sussex BN44 3AT

                                       14

All officers and Directors
As a group (3 persons)                 2,711,000                   20.27%

---------------------------------

(1) Based upon 13,373,257 shares of Common Stock outstanding as of December 20, 1999.

(2) Mr. Zachariou is the sole shareholder and a principal of Havilland Ltd. the holder of record of these shares.

* Less than 0.1%

ITEM 12. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

Peter Zachariou, a Director and the President and Treasurer of the Company; and David Lean, a Director of the Company; have from time to time made cash advances to the Company. The advances are unsecured, payable on demand and interest free. The largest aggregate amount of the advances made by Mr. Zachariou and Mr. Lean during Fiscal 1999, were $395,874 and $155,415, respectively. The outstanding amount of such advances as at June 30, 1999 was $516,247.

ITEM 13. EXHIBITS AND REPORTS ON FORM 8-K

(a)      Exhibits

3.1      Articles of Incorporation as amended (1)
3.2      By Laws, as amended (1)
10.1     Benatone Exchange Agreement - Creditors (2)
10.2     Benatone Share Acquisition Agreement (Weldnow Enterprise Ltd) (2)
10.3     Benatone Share Acquisition Agreement (Dynedeem Limited) (2)
10.4     Benatone Exchange Agreement (2)
10.5     Benatone Asset Sale Agreement (2)
10.6     Benatone Royalty Agreement (2)
10.7     Benatone Consultancy Agreement (2)
10.8     Benatone Deed (2)
10.9     Autokraft Stock Purchase Agreement (3)
10.10    Autokraft Stock Subscription Agreement (3)
10.11    Prima Agreement and Plan of Merger (4)
10.12    Corporate Combination Agreement with Providential Securities, Inc.
21.1     Subsidiaries of the Company
27.1     Financial Data Schedule

                                       15

(1)      Incorporated herein by reference to Registrant's Registration Statement
         on Form S-18, declared effective August 10, 1982 (SEC File No
         2-78335-NY), and to Registrant's Annual Report on Form 10-K for the
         fiscal year ended June 30, 1995.

(2)      Incorporated herein by reference to the Company's Current Report on
         Form 8-K dated September 7, 1995.

(3)      Incorporated herein by reference to the Company's Current Report on
         Form 8-K/A dated September 12, 1995.

(4)      Incorporated herein by reference to the Company's Current report on
         Form 8-K dated March 1, 1996.

(b) Form 8-K

On September 9, 1998, the Company filed a Current Report on Form 8-K regarding a change in its independent auditors effective September 4, 1998. This Current Report was amended on September 21, 1998 and September 29, 1998.

On August 9, 1999, the Company filed a Current Report on Form 8-K a corporate reorganization effective April 1, 1999.

16

J R CONSULTING, INC. AND SUBSIDIARIES

CONSOLIDATED FINANCIAL STATEMENTS

For the Years Ended June 30, 1999 and 1998


J R CONSULTING, INC. AND SUBSIDIARIES

CONTENTS

PAGE

INDEPENDENT AUDITORS' REPORTS

 Marcum & Kliegman LLP                                                    F-1-F2
 Porter Matthews & Marsden                                                   F-3

CONSOLIDATED FINANCIAL STATEMENTS
 Consolidated Balance Sheet                                                F-4-5
 Consolidated Statements of Operations                                       F-6
 Consolidated Statements of Changes in Stockholders' Deficiency              F-7
 Consolidated Statements of Cash Flows                                     F-8-9

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS                               F-10-21

                          INDEPENDENT AUDITORS' REPORT

To the Stockholders of
J R Consulting, Inc. and Subsidiaries

We have audited the accompanying consolidated balance sheet of J R Consulting, Inc. and subsidiaries as of June 30, 1999, and the related consolidated statements of operations, changes in stockholders' deficiency, and cash flows for the years ended June 30, 1999 and 1998. These consolidated financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on these financial statements based on our audit. We did not audit the consolidated financial statements of Benatone Limited and subsidiaries, which was a wholly owned subsidiary as of June 30, 1998, which statements reflect total revenues of $584,642 for the year ended June 30, 1998. Those statements were audited by other auditors whose report has been furnished to us, and our opinion, insofar as it relates to the amounts included for Benatone Limited and subsidiaries, as discontinued operations, is based solely on the report of the other auditors.

We conducted our audits in accordance with generally accepted auditing standards. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of J R Consulting, Inc. and subsidiaries as of June 30, 1999, and the results of their operations and their cash flows for the years ended June 30, 1999 and 1998 in conformity with generally accepted accounting principles.

The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note 12, the Company incurred a net loss of approximately $1,310,000 during the year ended June 30, 1999, and, as of that date, had a working capital deficiency of approximately $1,236,000 and a negative net worth of approximately $1,955,000. The Company's business plan for fiscal 2000, which is also described in Note 12 to the


financial statements, contemplates reduced operating losses and obtaining additional working capital. The Company's ability to achieve the foregoing elements of its business plan, which may be necessary to permit the realization of assets and satisfaction of liabilities in the ordinary course of business, is uncertain. Those conditions raise substantial doubt about the Company's ability to continue as a going concern. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.

                                               /s/ Marcum & Kliegman LLP

Woodbury, New York
December 14, 1999

F-2

PORTER MATTHEWS
& MARSDEN

REPORT OF INDEPENDENT ACCOUNTANTS

TO THE BOARD OF DIRECTORS AND SHAREHOLDERS OF
BENATONE LIMITED

We were engaged to audit the accompanying consolidated balance sheet of Benatone Limited and subsidiaries as of 30 June 1998 and the related consolidated profit and loss account for the year ended 30 June 1998. These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on these financial statements based on our audit.

We conducted our audits in accordance with generally accepted auditing standard. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide reasonable basis for our opinion.

The accompanying financial statements have been prepared assuming that the company will continue as a going concern. As discussed in Note 1 to the financial statements, the company has suffered recurring losses from operations and has a net working capital deficiency that raises substantial doubt about its ability to continue as a going concern. Management's plans in regard to these matters are also described in Note 1. The financial statements do not include any adjustments that might result from the outcome of these uncertainties.

In our opinion, except for the effects of the matters discussed in the third paragraph, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of Benatone Limited and subsidiaries as of 30 June 1998 and the results of its operations for the year ended 30 June 1998 in conformity with generally accepted accounting principles.

PORTER MATTHEWS & MARSDEN
Chartered Accountants
Blackburn

12 October 1998

F-3

J R CONSULTING, INC. AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEET
(Amounts in thousands, except shares and per share information)

June 30, 1999

ASSETS

CURRENT ASSETS

 Cash                                                        $    1
 Accounts receivable, less allowance for
   doubtful accounts of $158                                  1,202
 Prepaid expenses and other current assets                       72
 Due from related parties                                        65
 Employee advances                                               15
                                                             ------
       Total Current Assets                                               $1,355

PROPERTY AND EQUIPMENT, Net                                                  349

OTHER ASSETS
 Goodwill, net of accumulated
   amortization of $160                                         559
 Security deposits                                               39
 Due from officer                                                 4
                                                             ------
       Total Other Assets                                                    602
                                                                          ------
       TOTAL ASSETS                                                       $2,306
                                                                          ======

THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THESE FINANCIAL STATEMENTS.

F-4

J R CONSULTING, INC. AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEET
(Amounts in thousands, except shares and per share information)

June 30, 1999

LIABILITIES AND STOCKHOLDERS' DEFICIENCY

CURRENT LIABILITIES

  Cash overdraft                                             $   183
  Accounts payable, accrued expenses and
    other current liabilities                                  1,128
  Due to related parties                                         577
  Legal reserves                                                 503
  Deposits payable                                               200
                                                             -------
       Total Current Liabilities                                        $ 2,591

OTHER LIABILITIES
  Due to officers                                                           520
                                                                        -------
       TOTAL LIABILITIES                                                  3,111

COMMITMENTS AND CONTINGENCIES

PREFERRED STOCK OF SUBSIDIARY, par value $.001;
 1,000,000 shares authorized
  Series A convertible preferred stock, 1,721 shares
   designated, 575 shares issued and outstanding                          1,150

STOCKHOLDERS' DEFICIENCY
  Common stock, $.04 par value; 100,000,000 shares
     authorized, 13,184,578 shares issued and outstanding,
     188,679 shares subscribed                                   535
  Additional paid in capital                                   2,703
  Accumulated other comprehensive income                          67
  Accumulated deficit                                         (5,260)
                                                             -------
       TOTAL STOCKHOLDERS' DEFICIENCY                                    (1,955)
                                                                        -------
       TOTAL LIABILITIES AND
         STOCKHOLDERS' DEFICIENCY                                       $ 2,306
                                                                        =======

THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THESE FINANCIAL STATEMENTS.

F-5

J R CONSULTING, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF OPERATIONS
(Amounts in thousands, except shares and per share information)

                                      For the Years Ended June 30, 1999 and 1998
--------------------------------------------------------------------------------

                                                       1999            1998
                                                   ------------   ------------
REVENUES
  Products and services                            $      1,814   $      1,466
  Interest income                                            --              4
  Gain on sale of studio                                     --            217
  Other income                                               --             82
                                                   ------------   ------------

       Total Revenues                                     1,814          1,769
                                                   ------------   ------------

EXPENSES
  Selling, general and administrative expenses            2,894          2,119
  Interest expense                                            1              6
  Other expense                                             165             --
                                                   ------------   ------------

       Total Expenses                                     3,060          2,125
                                                   ------------   ------------

       NET LOSS FROM CONTINUING OPERATIONS               (1,246)          (356)
                                                   ------------   ------------

DISCONTINUED OPERATIONS
  Gain on sale of discontinued operations                    25             --
  Loss from discontinued operations                         (89)          (247)
                                                   ------------   ------------

       NET LOSS FROM DISCONTINUED OPERATIONS                (64)          (247)
                                                   ------------   ------------

       NET LOSS                                    $     (1,310)  $       (603)
                                                   ============   ============

       WEIGHTED AVERAGE NUMBER OF
         SHARES OUTSTANDING                          13,373,257     13,208,837
                                                   ============   ============

       NET LOSS FROM CONTINUING OPERATIONS
         PER SHARE                                 $       (.09)  $       (.03)
                                                   ============   ============

       NET LOSS PER SHARE                          $       (.10)  $       (.05)
                                                   ============   ============

THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THESE FINANCIAL STATEMENTS.

F-6

J R CONSULTING, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CHANGES IN
STOCKHOLDERS' DEFICIENCY
(Amounts in thousands, except shares and per share information)

For the Years Ended June 30, 1999 and 1998


                                            COMMON STOCK                           ACCUMULATED
                                 ----------------------------------  ADDITIONAL       OTHER                         TOTAL
                                    SHARES      SHARES                PAID-IN     COMPREHENSIVE   ACCUMULATED   STOCKHOLDERS'
                                  SUBSCRIBED    ISSUED     AMOUNT     CAPITAL     INCOME (LOSS)     DEFICIT       DEFICIENCY
                                 ----------------------------------------------------------------------------------------------
BALANCE - June 30, 1997             1,633,623  11,044,955      $513       $2,362            $ 7        $(3,169)        $  (287)

Issuance of common stock under                                                                                              --
stock subscriptions                (1,046,623)  1,046,623        --           --             --             --

Common stock subscriptions            243,679                     9          120             --             --             129

Issuance of common stock                   --     451,000        13          221             --             --             234

Increase in equity in
connection with Diva-Florida's
private placement                          --                    --          419             --            170             589

Unrealized loss on
 marketable securities                     --                    --           --            (56)            --             (56)

Translation adjustment                     --                    --           --             (1)            --              (1)

Minority interest                          --                    --           --             --           (148)           (148)

Net loss                                   --        --          --           --             --           (603)           (603)
                                   ----------  ----------      ----       ------           ----        -------         -------
BALANCE - June 30, 1998               830,679  12,542,578       535        3,122            (50)        (3,750)           (143)
                                   ----------  ----------      ----       ------           ----        -------         -------
Issuance of common stock             (437,000)    437,000        --           --             --             --              --

Issuance of common stock             (150,000)    150,000        --           --             --             --              --

Issuance of common stock              (55,000)     55,000        --           --             --             --              --

Realized loss on marketable
 securities                                --          --        --           --             56             --              56

Translation adjustment                     --          --        --           --             61             --              61

Decrease in equity in
connection with  reverse merger
with Diva-Delaware                         --          --        --         (419)            --           (200)           (619)

Net loss                                   --          --        --           --             --         (1,310)         (1,310)
                                   ----------  ----------      ----       ------           ----        -------         -------
BALANCE - June 30, 1999               188,679  13,184,578      $535       $2,703           $ 67        $(5,260)        $(1,955)
                                   ==========  ==========      ====       ======           ====        =======         =======

THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THESE FINANCIAL STATEMENTS.

F-7

J R CONSULTING, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS
(Amounts in thousands except shares and per share information)

For the Years Ended June 30, 1999 and 1998

                                                                     1999          1998
                                                                    -------      -------
CASH FLOWS FROM OPERATING ACTIVITIES
Net loss from continued operations                                  $(1,246)     $  (356)
                                                                    -------      -------
 Adjustments to reconcile net loss from continued operations to
  net cash used in continued operating activities:
    Depreciation and amortization                                       128           87
    Gain (loss) on foreign exchange                                      61           (1)
    Loss (gain) on sale of assets                                        48         (217)
    Increase in accounts receivable                                    (631)        (508)
    (Increase) decrease in prepaid expenses and
      other current assets                                              (27)         105
    Increase in security deposits                                        (5)         (34)
    Increase in cash overdraft                                          132           21
    Increase (decrease) in accounts payable, accrued expenses
      and other current liabilities                                     359          (64)
    Increase in deposit payable                                          --          200
    Increase in patents                                                  --          178
                                                                    -------      -------
       NET CASH PROVIDED BY (USED IN) CONTINUING
        OPERATIONS                                                       65         (233)

NET CASH USED IN DISCONTINUED OPERATIONS                               (214)        (363)
                                                                    -------      -------
       NET CASH USED IN OPERATING ACTIVITIES                         (1,395)        (952)
                                                                    -------      -------
CASH FLOWS FROM INVESTING ACTIVITIES
  Purchases of property and equipment                                  (161)        (293)
  Proceeds from sale of the studio                                       40          241
  Proceeds from sale of investments                                      37          (12)
  Disposal of equipment                                                  55           --
  Other                                                                  56          (56)
                                                                    -------      -------
       NET CASH USED IN INVESTING ACTIVITES                         $    27      $  (120)
                                                                    -------      -------

THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THESE FINANCIAL STATEMENTS.

F-8

J R CONSULTING, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS, Continued
(Amounts in thousands except shares and per share information)

For the Years Ended June 30, 1999 and 1998

                                                         1999          1998
                                                        -------      -------
CASH FLOWS FROM FINANCING ACTIVITIES
  Proceeds from officers' loan, net                     $    81      $   263
  Advances from related parties                             512           --
  Proceeds from private placement offering                  750          363
  Advances to employees                                     (15)          --
  Capital contributed                                        --          442
                                                        -------      -------
       NET CASH PROVIDED BY FINANCING ACTIVITIES          1,328        1,068
                                                        -------      -------
       NET DECREASE IN CASH                                 (40)          (4)

CASH - Beginning                                             41           45
                                                        -------      -------
CASH - Ending                                           $     1      $    41
                                                        =======      =======
SUPPLEMENTARY DISCLOSURES OF CASH FLOW INFORMATION:

  Cash paid during the years for:

    Interest

      Continued operations                              $     1      $     6
      Discontinued operations                           $    --      $    --

THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THESE FINANCIAL STATEMENTS.

F-9

J R CONSULTING, INC.
AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Amounts in thousands, except shares and per share information)

NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

ORGANIZATION AND NATURE OF BUSINESS

J R Consulting, Inc. ("JRCI"), a holding company, was incorporated in the State of Nevada on June 8, 1982. JRCI owned 100% of a United Kingdom company, Benatone Limited ("Benatone"), which was sold on June 30, 1999 (see Note 11). JRCI is the majority stockholder of Diva Entertainment, Inc., a Delaware corporation formerly known as Quasar Projects Company ("Diva-Delaware").

On December 29, 1997, JRCI formed Que Management Inc. ("Que"), a wholly owned subsidiary, which was incorporated in State of New York. On April 3,1998, JRCI formed Diva Entertainment, Inc., a Florida corporation and holding company ("Diva-Florida").

During the fiscal year ended June 30, 1998, Diva-Florida issued 4,500,000 shares of common stock to JRCI in exchange for 100% of the outstanding common stock of Que and Prima Eastwest Model Management, Inc. ("Prima"), which was incorporated in the State of California on January 29, 1996. The shares issued were valued at the historical cost of JRCI's investment in Prima and Que.

Prima and Que are in the business of providing management services to models and talents in the entertainment industry, primarily in California and New York.

Benatone, owns 100% of Pivot Group Limited, Classlife Limited, Plugco Limited and Bifa Limited ("Benatone and Subsidiaries") which are incorporated in England and Wales. Benatone and Subsidiaries manufacture and hold patents in designs of screwless electrical plugs. Plugs are manufactured in low cost countries and sold wholesale in England. Benatone was sold on June 30, 1999 (see Note 11).

BUSINESS COMBINATION

On April 28, 1999, but effective April 1, 1999, Diva-Delaware, a public shell company, acquired JRCI's 95% equity interest in Diva-Florida in exchange for 4,225,000 shares of Diva-Delaware's common stock (the "Acquisition"). This Acquisition, which has been treated as a capital transaction in substance, rather than a business combination, was deemed a "reverse acquisition" for accounting purposes. Accordingly, Diva-Florida was the accounting acquirer and the historical financial statements prior to April 1, 1999 were those of Diva-Florida. The capital structure and earnings (losses) per share of Diva-Florida have been retroactively restated to reflect the Acquition as if it occurred at the beginning of the period. In connection with the above Acquisition, Diva-Delaware changed its name from Quasar Projects Company to Diva Entertainment, Inc.

Diva-Delaware, Diva-Florida, Que and Prima are collectively referred as "Diva and Subsidiaries".

F-10

J R CONSULTING, INC.
AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Amounts in thousands, except shares and per share information)

NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES, continued

PRINCIPLES OF CONSOLIDATION

The consolidated financial statements include the accounts of JRCI, Benatone and Subsidiaries, Diva and Subsidiaries, collectively referred to as the "Company". All significant inter-company transactions have been eliminated in consolidation.

IMPAIRMENT OF LONG-LIVED ASSETS

Equipment is reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount may not be recoverable. If the sum of the expected undiscounted cash flows is less than the carrying value of the related asset or group of assets, a loss is recognized for the difference between the fair value and carrying value of the asset or group assets.

FOREIGN CURRENCY TRANSLATION

The Company had owned a foreign subsidiary that had operated in the United Kingdom. The subsidiary's functional currency was the British pound. The consolidated financial statements of the foreign subsidiary had been translated using the current rate method in accordance with the Statement of Financial Accounting Standards No. 52, Foreign Currency Translation ("SFAS No. 52").

PROPERTY AND EQUIPMENT

Property and equipment is stated at cost. Maintenance and repair costs are charged to expense as incurred; costs of major additions and betterments are capitalized. When property and equipment is sold or otherwise disposed of, the cost and related accumulated depreciation are eliminated from the accounts and any resulting gain or loss is reflected in income.

DEPRECIATION AND AMORTIZATION

The cost of property and equipment is depreciated over the estimated useful lives of the related assets. The cost of leasehold improvements is amortized over the life of the lease or the estimated useful life of the improvements, whichever is less. Depreciation and amortization of property and equipment are computed on the straight-line and accelerated methods.

NET EARNINGS PER SHARE

The Company adopted the provisions of Statement of Financial Accounting Standards No. 128, Earnings per Share ("SFAS No. 128"). SFAS No. 128 eliminates the presentation of primary and fully diluted earnings per share ("EPS") and requires presentation of basic and diluted EPS. Basic EPS is computed by dividing income (loss) available to common stockholders by the weighted-average number of common shares outstanding for the period. Diluted EPS is based on the weighted-average number of shares of common stock outstanding for the period and common stock equivalents outstanding at the end of the period. Common stock equivalents have been excluded from the calculation of weighted-average shares for purposes of calculating diluted earnings per share for 1999 and 1998, as such inclusion is anti-dilutive.

F-11

J R CONSULTING, INC.
AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Amounts in thousands, except shares and per share information)

NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES, continued

USE OF ESTIMATES IN THE FINANCIAL STATEMENTS

The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.

STOCK-BASED COMPENSATION

In October 1995, the FASB issued SFAS No. 123, "Accounting for Stock-Based Compensation". SFAS No. 123 prescribes accounting and reporting standards for all stock-based compensation plans, including employee stock options, restricted stock, employee stock purchase plans and stock appreciation rights. SFAS No. 123 requires compensation expense to be recorded (i) using the new fair value method or (ii) using the existing accounting rules prescribed by Accounting Principles Board Opinion No. 25, "Accounting for Stock Issued to Employees" ("APB 25") and related interpretations with pro forma disclosure of what net income and earnings per share would have been had the Company adopted the new fair value method. The Company adopted this standard in fiscal 1999 and the implementation of this standard did not have any impact on its financial statements.

ADVERTISING COSTS
Advertising costs are expensed as incurred.

INCOME TAXES

Deferred income tax assets and liabilities are computed annually for differences between the consolidated financial statement and tax basis of assets and liabilities that will result in taxable or deductible amounts in the future based on enacted 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.

RECLASSIFICATIONS

Certain accounts in the prior year consolidated financial statements have been reclassified for comparative purposes to conform with the presentation in the current year consolidated financial statements. These reclassifications have no effect on the previously reported income.

FAIR VALUE OF FINANCIAL INSTRUMENTS

Statement of Financial Accounting Standards No. 107, Disclosures about Fair Value of Financial Instruments, requires that the Company disclose estimated fair values of financial instruments. The carrying amounts reported in the statement of financial position for current assets and current liabilities qualifying as financial instruments are a reasonable estimate of fair value.

F-12

NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES, continued

J R CONSULTING, INC.
AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Amounts in thousands, except shares and per share information)

COMPREHENSIVE INCOME

Statement of Financial Accounting Standards No. 130, Reporting Comprehensive Income ("SFAS No. 130"), establishes standards for reporting and display of comprehensive income, its components and accumulated balances. Comprehensive income is defined to include all changes in equity, except those resulting from investments by owners and distributions to owners. Among other disclosures, SFAS No. 130 requires that all items that are required to be recognized under current accounting standards as components of comprehensive income be reported in a financial statement that is displayed with the same prominence as other financial statements. The Company adopted this standard in fiscal 1999 and the implementation of this standard did not have a material impact on its financial statements.

REPORTING OF SEGMENTS

Statement of Financial Accounting Standards No. 131, Disclosures about Segments of an Enterprise and Related Information ("SFAS No. 131"), which supersedes Statement of Financial Accounting Standards No. 14, Financial Reporting for Segments of a Business Enterprise, establishes standards for the way that public enterprises report information about operating segments in annual financial statements and requires reporting of selected information about operating segments in interim financial statements regarding products and services, geographic areas and major customers. SFAS No. 131 defines operating segments as components of an enterprise about which separate financial information is available that is evaluated regularly by the chief operating decision maker in deciding how to allocate resources and in assessing performance.

PENSION AND OTHER BENEFITS

In February 1998, the Financial Accounting Standards Board issued Statement of Financial Accounting Standards No. 132, Employers' Disclosures about Pensions and Other Post-retirement Benefits ("SFAS No. 132"), which standardizes the disclosure requirements for pensions and other post-retirement benefits. The Company adopted this standard in fiscal 1999 and the implementation of this standard did not have any impact on its financial statements.

ACCOUNTING DEVELOPMENTS

In March 1998, the Accounting Standards Executive Committee of the American Institute of Certified Public Accountants ("ASEC of AICPA") issued Statement of Position ("SOP") No. 98-1, "Accounting for the Costs of Computer Software Developed or Obtained for Internal Use", effective for fiscal years beginning after December 15, 1998. SOP No. 98-1 requires that certain costs of computer software developed or obtained for internal use be continued capitalized and amortized over the useful life of the related software. The Company does not expect that the adoption of this standard will have a material impact on its financial statements.

F-13

J R CONSULTING, INC.
AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Amounts in thousands, except shares and per share information)

NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES, continued

ACCOUNTING DEVELOPMENTS, continued

In April 1998, the ASEC of AICPA issued SOP No. 98-5, "Reporting on the Costs of Start-up Activities", and effective for fiscal years beginning after December 15, 1998. SOP 98-5 requires the costs of start-up activities and organization costs to be expensed as incurred. The Company does not expect that the adoption of this standard will have a material impact on its financial statements.

In June 1998, the FASB issued SFAS No. 133, "Accounting for Derivative Instruments and Hedging Activities", effective for fiscal years beginning after June 15, 1999, which has been deferred to June 30, 2000 by publishing of SFAS No. 137. SFAS No. 133 establishes accounting and reporting standards for derivative instruments, including certain derivative instruments embedded in other contracts (collectively referred to as derivatives), and for hedging activities. This Statement requires that an entity recognize all derivatives as either assets or liabilities in the statement of financial condition and measure those instruments at fair value. The accounting for changes in the fair value of a derivative instrument depends on its intended use and the resulting designation. The Company does not expect that the adoption of this standard will have a material impact on its financial statements.

NOTE 2 - NOTE RECEIVABLE

In December 1997, Prima entered into an asset purchase agreement (the "Agreement") with an unrelated third party to sell certain assets and liabilities of the studio for $329, resulting in a gain of $217. The selling price consists of cash payments and a promissory note with interest at 8% per annum. At June 30, 1999, the company forgave the outstanding note balance of $48 (see Note 7).

NOTE 3 - PROPERTY AND EQUIPMENT

Property and equipment consists of the following at June 30, 1999:

                                                           ESTIMATED
                                             AMOUNT       USEFUL LIFE
                                            --------------------------
Equipment and fixtures                        $221         5-7 years
Leasehold improvements                         225           5 years
                                              ----
                                               446
Less:  accumulated depreciation
     and amortization                           97
                                              ----
     Property and Equipment, net              $349
                                              ====

F-14

J R CONSULTING, INC.
AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Amounts in thousands, except shares and per share information)

NOTE 3 - PROPERTY AND EQUIPMENT, continued

Depreciation and amortization expense for the years ended June 30, 1999 and 1998 was approximately $80 and $39, respectively.

NOTE 4 - GOODWILL

The Company has goodwill resulting from a business combination with Prima and had patents acquired through the acquisition of Benetone, which expired. Goodwill is being amortized on the straight-line method over fifteen (15) years. The amortization expense for the years ended June 30, 1999 and 1998 amounted to approximately $48 for each year.

NOTE 5 - DUE TO OFFICERS

Due to officers, represents advances made by two officers of the Company, which are non-interest bearing and have no definite repayment terms.

NOTE 6 - INCOME TAXES

No provision has been made in the accompanying consolidated financial statements for income tax expense as a result of the current operating loss and net operating loss ("NOL") carryforwards.

Differences between income tax benefits computed at the Federal statutory rate (34%) and reported income taxes for 1999 and 1998 are primarily attributable to the valuation allowance for the NOL and other permanent differences.

As of June 30, 1999 the Company's total deferred tax assets amounted to approximately $2,013, which relate primarily to NOL carryforwards, and the tax effect of differences in financial and income tax reporting for amortization methods, and the related valuation allowance. Management concluded a full valuation allowance on the deferred tax assets was appropriate due to the Company's failure to file its federal and state tax returns.

As of June 30, 1999, the Company estimated the available NOL carryforwards to be approximately $2,775, subject to certain limitations, which will expire on various dates through 2020. The amount and utilization of the NOL carryforwards cannot be determined at June 30, 1999 based upon the information available.

F-15

J R CONSULTING, INC.
AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Amounts in thousands, except shares and per share information)

NOTE 7 - COMMITMENTS AND CONTINGENCIES

LEASING ARRANGEMENTS

The Company leases its New York and Los Angeles offices through five-year non-cancelable lease agreements expiring in December 2002 and December 2003, respectively. In addition, the Company leases certain equipment under non-cancelable operating leases that expire in the year ending June 30, 2004.

Future minimum rental commitments under such noncancellable operating leases as of June 30, 1999 are as follows:

 FOR THE YEAR
ENDING JUNE 30,                         AMOUNT
----------------------------------------------
     2000                                $131
     2001                                 133
     2002                                 135
     2003                                  98
     2004                                  28
                                         ----
                          Total          $525
                                         ====

Rent expense for the years ended June 30, 1999 and 1998 was $99 and $83, respectively.

ROYALTY

Benatone was committed to pay royalties of approximately four (4) cents per electrical plug sold, through the year 2011. Due to the disposal of Benatone, the Company will not pay royalties effective June 30, 1999 (see Note 11).

CONTINGENCY

In December 1997, Prima entered into an Agreement with an unrelated third party to sell certain assets and liabilities (see Note 2). Pursuant to this Agreement, Prima assigned the studio lease to the buyer. The future commitments under the lease at June 30, 1999 amounted to $784 through October 2007. Prima is contingently liable for these commitments in case the buyer is in defaults on such payments.

LITIGATION

Prima is named as a defendant in an action filed by a bank in February 1997. The bank is seeking to enforce the terms of certain promissory notes allegedly guaranteed by Prima and collateralized by substantially all assets of Prima. At the time of the commencement of the action, the balance was $503 together with interest thereon from January 30, 1997. On May 6, 1999, a judgement was entered against the defendants in this matter, including Prima. However, the judgement provides that to the extent Prima is required to pay any sums to the bank, Prima is entitled to a judgement against Edward Stein, a co-defendant.

F-16

J R CONSULTING, INC.
AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Amounts in thousands, except shares and per share information)

NOTE 7 - COMMITMENTS AND CONTINGENCIES, continued

LITIGATION, continued
Since Prima cannot determine whether the co-defendant has sufficient assets to reimburse Prima for any potential loss, Prima has established a reserve of $503.

SEC INJUNCTION

In April 1997, the Company consented to the entry against it of a permanent injunction obtained by the SEC for the Company's failure to file reports on a timely basis. Up to April 1997, the Company had not filed timely with the SEC the annual report on Form 10-KSB for the year ended June 30, 1996, the interim reports on Form 10-QSB for the quarters ended September 30, and December 31, 1996. Subsequent to the consent of the injunction, the Company failed to file timely the interim report on Form 10-QSB for the quarter ended March 31, 1997; the annual report on Form 10-KSB for the years ended June 30, 1998 and 1997; and the interim reports on Form 10-QSB for the quarters ended September 30, December 31, 1997 and September 30, December 31, 1998 and March 31, 1999. The Company has since filed each of the reports mentioned in the civil action. However, this Annual Report for the year ended June 30, 1999 is being filed late and the Company is still delinquent with the filing of its Quarterly Report on Form 10-QSB for the quarter ended September 30, 1999. The Company intends to file this Quarterly Report within the next week. Management believes that its violation of the SEC injunction will not have a material adverse effect on the financial position of the Company.

NOTE 8 - STOCKHOLDERS' EQUITY

PREFERRED STOCK OF SUBSIDIARY

SERIES A CONVERTIBLE PREFERRED STOCK

In May 1998, Diva-Florida commenced a private placement offering of its common stock, wherein it proposed to sell up to 500,000 shares of common stock at a price of $2.00 per share. As of June 30, 1998, 221,000 shares of common stock were sold for $442. These shares were subscribed and not yet formally issued at April 28, 1999. In connection with the Acquisition (see Note 1), the subscribers of the 200,000 Diva-Florida's shares converted their subscribed shares to 200 shares of Diva-Delaware's Series A Convertible Preferred Stock (the "Series A Preferred"). Diva-Florida returned $42 to the subscriber who held 21,000 subscribed shares of Diva-Florida's common stock. In connection with the conversion, Diva-Delaware authorized the designation of 1,721 shares of the Series A Preferred. The Company incurred $30 of placement agent fees in connection with this offering.

F-17

J R CONSULTING, INC.
AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Amounts in thousands, except shares and per share information)

NOTE 8 - STOCKHOLDERS' EQUITY

PREFERRED STOCK OF SUBSIDIARY

SERIES A CONVERTIBLE PREFERRED STOCK

Diva-Delaware immediately commenced a private placement offering of its Series A Preferred after the Acquisition (see Note 1), wherein it proposed to sell up to 750 shares of Series A Preferred at a price of $2,000 per share. At June 30, 1999, 375 shares of the Series A Preferred were sold for $750, which was received in cash and 375 shares were subscribed for $750. The balance is payable when Diva-Delaware files an amendment to the registration statement for the shares of its common stock underlying the Series A Preferred which amendment incorporates the audited financial statements for the fiscal year ended June 30, 1999. The Company incurred $30 of placement agent fees in connection with this offering.

The Series A Preferred holders are entitled to receive cumulative preferential dividends at $60 per share per annum, payable annually on each anniversary date of issuance. In the option of the Diva-Delaware, such dividend may be paid in cash or in shares of Diva-Delaware's common stock valued at the Conversion Rate, as defined. As of June 30, 1999, total cumulated dividends amounted to $9. In addition, the Series A Preferred are subject to certain conversion, redemption, and liquidation provisions, as defined in the Certificate of Designation.

SERIES B REDEEMABLE CONVERTIBLE PREFERRED STOCK

In connection with the Acquisition (see Note 1), JRCI converted $3,000 of debt, owned to it by Diva-Florida and Subsidiaries, into 3,000 shares of Series B Redeemable Convertible Preferred Stock (the "Series B Preferred") of Diva-Delaware. In connection with the conversion, Diva-Delaware authorized the designation of 3,000 shares of Series B Preferred.

The Series B Preferred holders are entitled to receive cumulative preferential dividends at $30 per share per annum, payable annually on each anniversary date of issuance. In the option of the Diva-Delaware, such dividend may be paid in cash or in shares of Diva-Delaware's common stock valued at the Conversion Rate, as defined. As of June 30, 1999, total cumulated dividends amounted to $23. In addition, the Series B Preferred are subject to certain conversion, redemption, and liquidation provisions, as defined in the Certificate of Designation.

OPTION AGREEMENT

JRCI and Diva-Delaware also entered into an Option Agreement giving JRCI the option to purchase additional shares of Diva-Delaware's Common stock at its par value of $.001 per share in order for JRCI to maintain JRCI's ownership of the outstanding shares of Diva-Delaware's common stock at no less than 65%. The option expires when all of the shares of Diva-Delaware's Series A Preferred have been converted into shares of Diva-Delaware's common stock.

F-18

J R CONSULTING, INC.
AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Amounts in thousands, except shares and per share information)

NOTE 9 - MINORITY INTEREST

The minority interest is held by a small group of outside investors who own approximately 23% of Diva-Delaware. Since the minority interest is a debit balance on the consolidated balance sheet, the minority's interest in any future losses and gains are not being recorded until the aggregate of such prior losses and accumulated deficit equals the aggregate of future profits and losses.

NOTE 10 - SEGMENT INFORMATION

BUSINESS SEGMENTS

The Company operated two principal business segments: model agency and electrical accessories, which was sold at June 30, 1999 (see Note 11). A summary of the Company's operations by business segments for the years ended June 30, 1999 and 1998, is as follows:

                          MODEL       ELECTRICAL
                          AGENCY      ACCESSORIES   ELIMINATIONS  TOTAL
                          ---------------------------------------------
1999
-----------------------
Continued Operations
  Revenue                 $1,814        $    --       $    --    $1,814
  Operating loss            (830)            --          (416)   (1,246)
  Identifiable assets      2,576             --          (270)    2,306
  Capital expenditures       161             --            --       161
  Depreciation and
  amortization               128             --            --       128
Discontinued Operations       --            (64)           --       (64)

                          MODEL       ELECTRICAL
                          AGENCY      ACCESSORIES   ELIMINATIONS  TOTAL
                          ---------------------------------------------
1998
-----------------------
Continued Operations
  Revenue                 $1,466             --       $    --    $1,466
  Operating loss            (111)            --          (245)     (356)
  Identifiable assets      1,744             --           114     1,858
  Capital expenditures       293             --            --       293
  Depreciation and
  amortization                74             --            13        87
Discontinued Operations       --           (247)           --      (247)

F-19

J R CONSULTING, INC.
AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Amounts in thousands, except shares and per share information)

NOTE 10 - SEGMENT INFORMATION, continued

GEOGRAPHIC SEGMENTS

The Company's operated in two geographic business segments: The United States of America and the United Kingdom. The segment in the United Kingdom was sold at June 30, 1999 (see Note 11). A summary of the Company's operations by geographic segments for the years ended June 30, 1999 and 1998, is as follows:

                                  UNITED           UNITED
                                  STATES           KINGDOM      TOTAL
                                  -------------------------------------
1999
-----------------------------
Continued Operations
  Revenue                          $1,814           $   --       $1,814
  Operating loss                   (1,246)              --       (1,246)
  Identifiable assets               2,306               --        2,306
  Capital expenditures                161               --          161
  Depreciation and amortization       128               --          128
Discontinued Operations                --              (64)         (64)


                                  UNITED           UNITED
                                  STATES           KINGDOM      TOTAL
                                  -------------------------------------
1998
-----------------------------
Continued Operations
  Revenue                          $1,466               --        1,466
  Operating loss                     (356)              --         (356)
  Identifiable assets               1,858               --        1,858
  Capital expenditures                293               --          293
  Depreciation and amortization        87               --           87
Discontinued Operations                --             (247)        (247)

NOTE 11 - DISPOSAL OF INVESTMENT IN SUBSIDIARY

On June 30, 1999, JRCI sold its entire interest in Benatone to an unrelated party for the sum of 10.00 pound, which is equivalent to sixteen U.S. dollars. The net loss on the disposal of the investment in Benatone after the rate exchange adjustment was $64. The disposal of Benatone is being accounted for as discontinued operations. Accordingly, the accompanying financial statements for the years ended June 30, 1999 and 1998 have been presented in accordance with APB opinion 30.

F-20

J R CONSULTING, INC.
AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Amounts in thousands, except shares and per share information)

NOTE 12 - GOING CONCERN UNCERTAINTY

As shown in the accompanying financial statements, the Company incurred a net loss of $1,310 during the year ended June 30, 1999. As of June 30, 1999, the Company's current liabilities exceeded its current assets by $1,236, and its total liabilities exceeded its total assets by $805. These factors, as well as the uncertain conditions that the Company faces in its day-to-day operations, create an uncertainty as to the Company's ability to continue as a going concern. The financial statements do not include any adjustments that might be necessary should the Company be unable to continue as a going concern.

Management has taken action and is formulating additional plans to strengthen the Company's working capital position and generate sufficient cash to meet its operating needs through June 30, 2000 and beyond. Among the actions taken, the Company is to receive $750 from the subscription of its Series A Preferred (see Note 8). In addition, the Company also anticipates generating more revenue through opening model agencies in additional areas, consummation of the transactions as described in Note 13 and obtaining additional funds through private placement offerings of its securities. No assurances can be made that the management will be successful in achieving its plan.

NOTE 13 - SUBSEQUENT EVENT

On October 28, 1999, JRCI entered into a corporate combination agreement (the "Agreement") with Providential Securities, Inc. ("Providential"), whereby JRCI will acquire 20,000,000 shares of the issued and outstanding capital stock of Providential in exchange for 30,000,000 shares of JRCI's common stock (the "JRCI Shares"). Under the Agreement, JRCI will effect a 1-for-2 reverse stock split, as described in the Agreement, prior to the consummation of this transaction. It is intended that this transaction shall qualify as a transaction in securities exempt from registration or qualification under the Securities Act of 1933, as amended. The JRCI Shares will be restricted against resale pursuant to the provisions of Federal and state securities laws.

Consummation of the transaction is subject to a number of conditions, including the Company obtaining the consent of the Board of Directors and a majority of the shareholders and Providential obtaining the approval of the National Association of Securities Dealers, Inc. No assurance can be given that these conditions will be met and that the transaction will be consummated.

F-21

SIGNATURES

In accordance with Section 13 or 15 (d) of the Exchange Act, the Company caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

J R CONSULTING INC.

Date: January 7, 2000                        By: /s/  Peter C. Zachariou
                                                --------------------------------
                                                 Peter C. Zachariou, President

In accordance with the Exchange Act, this report has been signed below by the following persons on behalf of the Company and in the capacities and on the dates indicated.

SIGNATURE                     TITLE                               DATE

/s/ Peter C. Zachariou
----------------------
PETER C. ZACHARIOU       President/Principal                 January 7, 2000
                         Executive and Director

----------------------
GABRIEL HARRIS           Director                            January _, 2000

/s/ David Lean
----------------------
DAVID LEAN               Principal Accounting                January 7, 2000
                         Officer and Director

SUPPLEMENTAL INFORMATION TO BE FURNISHED WITH REPORTS FILED PURSUANT TO

SECTION 15(D) OF THE EXCHANGE ACT BY NON-REPORTING ISSUERS.

No annual report or proxy material has been sent to security holders nor are such materials anticipated to be sent, with the exception of this Annual Report on Form 10-KSB.


                                 EXHIBIT INDEX

EXHIBIT  DESCRIPTION
-------  -----------
10.12    Corporate Combination Agreement with Providential Securities, Inc.
21.1     Subsidiaries of the Company
27.1     Financial Data Schedule


EXHIBIT 10.12

CORPORATE COMBINATION AGREEMENT

This Corporate Combination Agreement (the "Agreement") effective October 28th, 1999, is by and between JR Consulting, Inc., a Nevada corporation ("JRCI"), having its principal offices at 180 Varick Street, 13th Floor, New York, New York 10014, Providential Securities, Inc., a California corporation ("PROVIDENTIAL"), and the holders of 1,000,000 or more shares of PROVIDENTIAL common stock as of October 25, 1999 (the "Majority Shareholders"), all of which are listed on Exhibit A to this Agreement.

RECITALS:

A. JRCI desires to acquire all of the issued and outstanding capital stock of Providential and the Majority Shareholders of PROVIDENTIAL desire to exchange all of their shares of PROVIDENTIAL capital stock for shares of JRCI authorized but unissued shares of stock as hereinafter provided.

B. It is the intention of the parties hereto that: (i) JRCI shall acquire all of the issued and outstanding capital stock of PROVIDENTIAL in exchange solely for the number of shares of JRCI's authorized but unissued shares of common stock, par value $.001 ("Common Stock"), set forth below (the "Exchange"); and (ii) and the Exchange shall qualify as a transaction in securities exempt from registration or qualification under the Securities Act of 1933, as amended, and under the applicable securities laws of each state or jurisdiction where all of the shareholders of PROVIDENTIAL (the "Shareholders") reside.

C. The board of directors of JRCI deems it to be in the best interest of JRCI and its shareholders to acquire all of the issued and outstanding capital stock of PROVIDENTIAL.

D. The board of directors of PROVIDENTIAL and the Majority Shareholders deem it to be in the best interest of the Shareholders to exchange all of the capital stock of PROVIDENTIAL for shares of JRCI, as hereinafter provided.

NOW, THEREFORE, in consideration of the mutual covenants, agreements, representations and warranties contained in this Agreement, the parties hereto agree as follows:

SECTION 1. EXCHANGE OF SHARES

1.1 EXCHANGE OF SHARES. JRCI and the Majority Shareholders hereby agree that the Shareholders shall, on the Closing Date (as hereinafter defined), exchange all of the issued and outstanding shares of PROVIDENTIAL for 30,000,000 shares of JRCI (the "JRCI Shares"), which number of JRCI Shares assumes the effectuation of a 2-for-1 reverse stock split as described herein. The JRCI SHARES will be restricted against resale pursuant to the provisions of Federal and state securities laws. Notwithstanding the foregoing, certain

1

minority shareholders of PROVIDENTIAL may, for whatever reason, not tender their shares for exchange. Any shares not tendered will remain issued and outstanding as to PROVIDENTIAL, which will in turn become a subsidiary of JRCI. The PROVIDENTIAL stock to be tendered (20,000,000 shares) will represent all of the issued and outstanding stock of PROVIDENTIAL, plus any shares subscribed for or committed by virtue of a private placement to take place on October 27, 1999, and any shares reserved for issuance to the holders of preferred shares (cumulatively, the "Providential Shares"). The PROVIDENTIAL Shares owned by each Shareholder and the number of JRCI Shares which each will receive in the Exchange are set forth in Exhibit A hereto. To the extent any holders of PROVIDENTIAL shares do not tender their PROVIDENTIAL shares for exchange, the number of JRCI Shares to be issued shall be reduced.

1.2 DELIVERY OF SHARES. On the Closing Date, the Shareholders wishing to exchange PROVIDENTIAL Shares for JRCI Shares (the "Exchanging Shareholders") will deliver to JRCI the certificates representing the Providential Shares, duly endorsed (or with executed stock powers) so as to make JRCI the sole owner thereof. Within 5 business days of the Closing Date, JRCI will deliver certificates representing the JRCI Shares to the exchanging Shareholders.

1.3 RESTRICTED SECURITIES. The JRCI Shares have not been registered under the Securities Act of 1933, as amended (the "Securities Act"), and may not be resold unless the resale thereof is registered under the Securities Act or an exemption from such registration is available. Each certificate representing the JRCI Shares will have a legend thereon in substantially the following form:

THE SHARES REPRESENTED BY THE CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT"). THE SHARES HAVE BEEN ACQUIRED FOR INVESTMENT AND MAY NOT BE SOLD OR TRANSFERRED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT FOR THE RESALE OF THE SHARES UNDER THE ACT UNLESS IN THE OPINION OF COUNSEL SATISFACTORY TO THE COMPANY, REGISTRATION IS NOT REQUIRED UNDER THE ACT.

1.4 REGISTRATION RIGHTS AND AGREEMENTS. The JRCI Shares being issued to the Shareholders will carry "piggyback" registration rights, such that if any registration of JRCI stock occurs during the first year after Closing, then 20% of the JRCI Shares will be registered. If no such registration is filed during the first year, then 40% of the total number of JRCI Shares still held by PROVIDENTIAL Shareholders will be registered (or become unrestricted) during the ensuing year, solely for the benefit of the former PROVIDENTIAL Shareholders. During the second subsequent year, 60% of the unregistered, or restricted, JRCI Shares of the Shareholders will be registered. In any year in which a registration statement is filed, PROVIDENTIAL Shareholders will have a percentage of their shares registered that is equal or greater than the registration of any other then-existing shareholders of JRCI. The number of shares to be registered in any such registration statement shall be allocated pro rata among the Shareholders. Thus, if in the first year, 20%

2

of the JRCI Shares are to be registered, then each Shareholder shall be entitled to include in the registration statement 20% of the JRCI Shares owned by that Shareholder. If any of the registrations are not timely accomplished, then the PROVIDENTIAL Shareholders may cause the registration to occur at JRCI expense.

SECTION 2. REPRESENTATIONS AND WARRANTIES OF PROVIDENTIAL AND THE MAJORITY SHAREHOLDERS

PROVIDENTIAL and the Majority Shareholders, jointly and not severally, hereby represent and warrant as follows:

2.1 ORGANIZATION AND GOOD STANDING. PROVIDENTIAL is a corporation duly organized, validly existing and in good standing under the laws of the State of California. PROVIDENTIAL has the corporate power and authority to carry on its business as presently conducted. PROVIDENTIAL is qualified to do business in all jurisdictions where the failure to be so qualified would have a material adverse effect on its business.

2.2 CORPORATE AUTHORITY. PROVIDENTIAL has the corporate power to enter into this Agreement and to perform its obligations hereunder. The execution and delivery of this Agreement and the consummation of the transaction contemplated hereby have been duly authorized by the Board of Directors and a majority of the Shareholders of PROVIDENTIAL. The execution and performance of this Agreement will not constitute a material breach of any agreement, indenture, mortgage, license or other instrument or document to which PROVIDENTIAL is a party and will not violate any judgment, decree, order, writ, rule, statute, or regulation applicable to PROVIDENTIAL or its properties. The execution and performance of this Agreement will not violate or conflict with any provision of the Certificate of Incorporation or by-laws of PROVIDENTIAL.

2.3 OWNERSHIP OF SHARES. The Shareholders described on Exhibit A are the owners of record and beneficially of all of the issued and outstanding shares of capital stock of PROVIDENTIAL. Each Majority Shareholder represents and warrants that he, she or it owns such shares free and clear of all rights, claims, liens and encumbrances, and the shares have not been sold, pledged, assigned or otherwise transferred except pursuant to this Agreement.

2.4 RECEIPT OF CORPORATE INFORMATION; INDEPENDENT INVESTIGATION; ACCESS. All requested publicly-available documents, records and books pertaining to JRCI and the JRCI Shares have been delivered to the Shareholder and/or its advisors. All of the Shareholder's questions and requests for information have been answered to the Shareholder's satisfaction. Shareholder acknowledges that Shareholder, in making the decision to exchange the Providential Shares for JRCI Shares, has relied upon independent investigations made by it and its representatives, if any, and Shareholder and such representatives, if any, have, prior to the Closing Date, been given access to and the opportunity to examine all material

3

contracts and documents relating to this offering and an opportunity to ask questions of, and to receive information from, JRCI or any person acting on its behalf concerning the terms and conditions of this Agreement. Shareholder and its advisors, if any, have been furnished with access to all publicly available materials relating to the business, finances and operation of JRCI and materials relating to the offer and sale of the JRCI Shares which have been requested. Shareholder and its advisors, if any, have received complete and satisfactory answers to any such inquiries.

2.5 RISKS. The Shareholder acknowledges and understands that the purchase of the JRCI Shares involves a high degree of risk and is suitable only for persons of adequate financial means who have no need for liquidity in this investment in that (i) the Shareholder may not be able to liquidate the investment in the event of an emergency; (ii) transferability is extremely limited; and (iii) in the event of a disposition, the Shareholder could sustain a complete loss of its entire investment. The Shareholder is sufficiently experienced in financial and business matters to be capable of evaluating the merits and risks of an investment in JRCI; has evaluated such merits and risks, including risks particular to the Shareholder's situation; and the Shareholder has determined that this investment is suitable for the Shareholder. The Shareholder has adequate financial resources and can bear a complete loss of the Shareholder's investment.

2.6 INVESTMENT INTENT. The Shareholder hereby represents that the JRCI Shares are being acquired for the Shareholder's own account with no intention of distributing such securities to others. The Shareholder has no contract, undertaking, agreement or arrangement with any person to sell, transfer or otherwise distribute to any person or to have any person sell, transfer or otherwise distribute the Shares for the Shareholder. The Shareholder is presently not engaged, nor does the Shareholder plan to engage within the presently foreseeable future, in any discussion with any person regarding such a sale, transfer or other distribution of the Shares or any interest therein.

2.7 COMPLIANCE WITH FEDERAL AND STATE SECURITIES LAWS. The Shareholder understands that the JRCI Shares have not been registered under the Securities Act. The Shareholder understands that the JRCI Shares must be held indefinitely unless the sale or other transfer thereof is subsequently registered under the Securities Act or an exemption from such registration is available. Moreover, the Shareholder understands that its right to transfer the JRCI Shares will be subject to certain restrictions, which include restrictions against transfer under the Securities Act and applicable state securities laws. In addition to such restrictions, the Shareholder realizes that it may not be able to sell or dispose of the JRCI Shares as there may be no public or other market for them. The Shareholder understands that certificates evidencing the Shares shall bear a legend substantially as follows:

THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), OR ANY APPLICABLE STATE LAW.

4

THEY MAY NOT BE OFFERED FOR SALE, SOLD, TRANSFERRED OR PLEDGED UNLESS REGISTERED UNDER THE SECURITIES ACT AND ANY APPLICABLE STATE LAW OR PURSUANT TO AN EXEMPTION FROM SUCH REGISTRATION REQUIREMENTS

2.8 APPROVALS. No approval, authorization, consent, order or other action of, or filing with, any person, firm or corporation or any court, administrative agency or other governmental authority is required in connection with the execution and delivery of this Agreement by the Shareholder or the consummation of the transactions described herein.

2.9 NO GENERAL SOLICITATION. Shareholder is not purchasing the JRCI Shares because of or following any advertisement, article, notice or other communication published in any newspaper, magazine or similar media or broadcast over television or radio, or presented at any seminar or meeting, or any solicitation or a subscription by a person other than a representative of JRCI.

2.10 BROKER/DEALER COMPLIANCE.

(a) CONSENTS. Schedule 2.10(a) sets forth a complete list of all consents of governmental or other regulatory agencies, foreign or domestic, and of other third parties required to be received by or on the part of PROVIDENTIAL to enable it to enter into and carry out this Agreement and the transactions contemplated hereby. All such requisite consents have been, or prior to the Closing will have been, obtained.

(b) REGISTRATION. PROVIDENTIAL is (i) registered as a broker-dealer in securities with the SEC, (ii) registered as a broker-dealer in securities in the States listed on Schedule 2.10(b), and (iii) is a member organization in good standing with the NASD, SIPC and the MSRB, if currently a member thereof.

(c) REGULATORY FILINGS. PROVIDENTIAL's tax returns, Form BD, amendments thereto, supervisory procedures, compliance manual, FOCUS Reports, audited financial statements, Forms U-4, Forms U-5, NASD and SIPC reports and assessments, SIC Agreement Form for Indirect Inquiries, Registration Form for the Lost and Stolen Securities Program, fidelity bond, and all other forms, reports, statements, documents, books and records were properly and timely filed with the appropriate regulatory authority where the failure to do so may result in a censure, sanction, violation, penalty, fine, assessment, "acceptance, waiver and consent" or other disciplinary charge, allegation or finding of wrongdoing by such regulatory or governmental authority, or which may otherwise require disclosure on any application, form, report, letter, opinion, agreement, contract, instrument, note, document or paper which may be filed with any such regulatory authority, insurance carrier, surety, bank or other financial or securities-related institution now, or hereafter.

(d) APPROVAL AND NET CAPITAL REQUIREMENTS. PROVIDENTIAL has secured all necessary approvals from all appropriate regulatory authorities to conduct its business as a securities

5

broker-dealer; and PROVIDENTIAL has always had, except for the incident described in Schedule 2.10(e), and continues to be in compliance with, its minimum net capital requirement in accordance with Rules 15c3-1 and 17a-11 under the Exchange Act and its Restriction Agreement with the NASD, as amended from time to time, through and including the Closing Date; and PROVIDENTIAL since it originally applied for registration as a broker-dealer through the Closing Date, PROVIDENTIAL has maintained the minimum net capital it has been required to maintain under such Rules, its NASD Restriction Agreement and each amendment thereto, and the applicable rules and regulations of the State of California and every other jurisdiction in which the Corporation is currently registered as a broker-dealer.

(e) COMPLIANCE WITH REPORTING REQUIREMENTS. PROVIDENTIAL has always been and continues to be in compliance with the financial reporting and filing requirements of the SEC, NASD, the States of California and every other jurisdiction in which it is currently registered as a broker-dealer, through and including the Closing Date, and has filed timely all required FOCUS Reports, audited financial statements, amendments to Form BD, Forms U-4, Forms U-5, NASD and SIPC reports and assessments, its SIC Agreement Form for Indirect Inquiries, Registration Form for the Lost and Stolen Securities Program, and all other forms, reports, statements and documents which were required to be so filed with the SEC, NASD, the State of California and all other jurisdictions in which it is currently registered as a broker-dealer, and all other regulatory authorities which had, or do have jurisdiction over PROVIDENTIAL and its business, where the failure to do so may result in a regulatory authority imposing, levying or determining grounds for a censure, sanction, violation, penalty, fine, assessment, "acceptance, waiver and consent" or other disciplinary charge or allegation of wrongdoing, or which may otherwise require disclosure on any application, form, report, letter, opinion, agreement, contract, instrument, note, document, or paper which may be filed with any such regulatory or governmental authority, insurance carrier, surety, bank, other financial or securities-related institution, now or hereafter; PROVIDENTIAL has paid all requisite fees, assessments, late charges, fines and penalties, if any, in connection therewith; and the information contained in such forms, reports, statements and documents was and is true and correct in all respects.

(f) BOOKS AND RECORDS. PROVIDENTIAL has established, maintained and preserved all books and records required to be so established, maintained and preserved in accordance with Rules 17a-3, 17a-4 and 17a-5 under the Exchange Act.

(g) SECURITIES TRANSACTIONS. PROVIDENTIAL has not effected or attempted to effect any securities transaction for its own account or any customer, including, but not limited to, a shareholder, director, officer, employee or agent of Providential, except in accordance with the laws and applicable rules and regulations of the Regulators.

(h) INVESTMENT ADVISORY SERVICES. PROVIDENTIAL has not performed any investment advisory services for any person or entity.

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(i) YEAR 2000 COMPLIANCE. PROVIDENTIAL has resolved any and all Year 2000 issues related to its own systems and those of its major customers and providers and will not experience any material system failures or miscalculations causing disruptions to its activities and operations. PROVIDENTIAL has submitted to the NASD the appropriate documents demonstrating that PROVIDENTIAL's computer systems are Year 2000 compliant.

2.11 FINANCIAL STATEMENTS, BOOKS AND RECORDS. Attached as Exhibit 2.11 are the audited financial statements (balance sheet, income statement, notes) of PROVIDENTIAL as of December 31, 1998 and for the previous fiscal year, and unaudited quarterly statements through June 30, 1999 (the "Financial Statements"). The Financial Statements fairly represent the financial position of PROVIDENTIAL as at such dates and the results of its operations for the periods then ended. The Financial Statements were prepared in accordance with generally accepted accounting principles applied on a consistent basis with prior periods except as otherwise stated therein. The books of account and other financial records of PROVIDENTIAL are in all respects complete and correct in all material respects and are maintained in accordance with good business and accounting practices.

2.12 NO MATERIAL ADVERSE CHANGES. Since June 30, 1999 there has not been:

(i) any material adverse change in the financial position of PROVIDENTIAL except changes arising in the ordinary course of business, which changes will in no event materially and adversely affect the financial position of PROVIDENTIAL;

(ii) any damage, destruction or loss materially affecting the assets, prospective business, operations or condition (financial or otherwise) of PROVIDENTIAL whether or not covered by insurance;

(iii) any declaration, setting aside or payment of any dividend or distribution with respect to any redemption or repurchase of PROVIDENTIAL capital stock, except for the Private Placement conducted October 27, 1999;

(iv) any sale of an asset (other than in the ordinary course of business) or any mortgage or pledge by PROVIDENTIAL of any properties or assets; or

(v) adoption of any pension, profit sharing, retirement, stock bonus, stock option or similar plan or arrangement.

2.13 TAXES. PROVIDENTIAL has filed all material tax, governmental and/or related forms and reports (or extensions thereof) due or required to be filed and has paid or made adequate provisions for all taxes or assessments which had become due as of the Closing Date, and there are no deficiency notices outstanding. No extensions of time for the

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assessment of deficiencies for any year is in effect. No deficiency notice is proposed or, to the knowledge of the Major Shareholders after reasonable inquiry, threatened against PROVIDENTIAL. The tax returns of PROVIDENTIAL have never been audited.

2.14 COMPLIANCE WITH LAWS. PROVIDENTIAL has complied with all federal, state, county and local laws, ordinances, regulations, inspections, orders, judgments, injunctions, awards or decrees applicable to it or its business which, if not complied with, would materially and adversely affect the business of PROVIDENTIAL.

2.15 NO BREACH. The execution, delivery and performance of this Agreement and the consummation of the transactions contemplated hereby will not:

(i) violate any provision of the Certificate of Incorporation or By-Laws of PROVIDENTIAL;

(ii) violate, conflict with or result in the breach of any of the terms of, result in a material modification of, otherwise give any other contracting party the right to terminate, or constitute (or with notice or lapse of time, or both constitute) a default under any contract or other agreement to which PROVIDENTIAL is a party or by or to which it or any of its assets or properties may be bound or subject;

(iii) violate any order, judgment, injunction, award or decree of any court, arbitrator or governmental or regulatory body against, or binding upon, PROVIDENTIAL or upon the properties or business of PROVIDENTIAL; or

(iv) violate any statute, law or regulation of any jurisdiction applicable to the transactions contemplated herein which could have a material, adverse effect on the business or operations of PROVIDENTIAL.

2.16 ACTIONS AND PROCEEDINGS. PROVIDENTIAL is not a party to any material pending litigation or, to the knowledge of the Majority Shareholders, after reasonable inquiry, any governmental investigation or proceeding not reflected in the PROVIDENTIAL Financial Statements and, to their best knowledge, no material litigation, claims, assessments or non-governmental proceedings are threatened against PROVIDENTIAL except as set forth on Schedule 2.16 attached hereto and made a part hereof.

2.17 AGREEMENTS. Schedule 2.17 sets forth any material contract or arrangement to which PROVIDENTIAL is a party or by or to which it or its assets, properties or business are bound or subject, whether written or oral.

2.18 BROKERS OR FINDERS. No broker's or finder's fee will be payable by PROVIDENTIAL in connection with the transactions contemplated by this Agreement, nor will any such fee be incurred as a result of any actions by PROVIDENTIAL or any of its

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Shareholders.

2.19 REAL ESTATE. Except as set forth on Schedule 2.19, PROVIDENTIAL owns no real property nor is a party to any leasehold agreement. All uses of the real property by Providential or its subsidiaries conform in all material respects to all applicable building and zoning ordinances, laws and regulations.

2.20 OSHA AND ENVIRONMENTAL COMPLIANCE. Providential has duly complied with, and its offices, real property, business, assets, leaseholds and equipment are in compliance in all material respects with, the provisions of the Federal Occupational Safety and Health Act, the Environmental Protection Act, and all other environmental laws. There have been no outstanding citations, notices or orders of non-compliance issued to PROVIDENTIAL or relating to its business, assets, property, leaseholders or equipment under such laws, rules or regulations.

PROVIDENTIAL has been issued all required federal, state and local licenses, certificates or permits relating to all applicable environmental laws. There are no visible signs of releases, spills, discharges, leaks or disposal (collectively, referred to as "Releases") of hazardous substances at, upon, under or within the real property owned by Providential. There are no underground storage tanks or polycholorinated biphenyls on the real property. To the best of the Majority Shareholders' knowledge, after reasonable inquiry, the real property has never been used as a treatment, storage or disposal facility of hazardous waste. To the best of the Majority Shareholders' knowledge, after reasonable inquiry, no hazardous substances are present on the real property or any premises leased by Providential excepting such quantities as are handled in accordance with all applicable manufacturer's instructions and governmental regulations and in the proper storage containers and as are necessary for the operation of the commercial business of Providential.

2.21 TANGIBLE ASSETS. PROVIDENTIAL has full title and interest in all machinery, equipment, furniture, leasehold improvements, fixtures, projects, owned or leased by PROVIDENTIAL, any related capitalized items or other tangible property material to the business of PROVIDENTIAL (the "Tangible Assets"). Other than as set forth in Section 2.21. PROVIDENTIAL holds all rights, title and interest in all the Tangible Assets owned by it on the Balance Sheet or acquired by it after the date on the Balance Sheet free and clear of all liens, pledges, mortgages, security interests, conditional sales contracts or any other encumbrances. All of the Tangible Assets are in good operating condition and repair and are usable in the ordinary course of business of PROVIDENTIAL and conform to all applicable laws, ordinances and government orders, rules and regulations relating to their construction and operation, except as set forth on Schedule 2.21 hereto. Providential has clear title to all of its fictional business names, trading names, registered and unregistered trademarks, service marks and applications (collectively, the "Marks") and these items of "Intellectual Property" are included as Tangible Assets

2.22 LIABILITIES. PROVIDENTIAL did not have any direct or indirect indebtedness,

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liability, claim, loss, damage, deficiency, obligation or responsibility, known or unknown, fixed or unfixed, liquidated or unliquidated, secured or unsecured, accrued or absolute, contingent or otherwise, including, without limitation, any liability on account of taxes, any governmental charge or lawsuit (all of the foregoing collectively defined to as "Liabilities"), which are not fully, fairly and adequately reflected on the Financial Statement, except for a specific Liabilities set forth on Schedule 2.22 attached hereto and made a part hereof. As of the date of Closing, PROVIDENTIAL will not have any Liabilities, other than Liabilities fully and adequately reflected on the Financial Statements except for Liabilities incurred in the ordinary course of business and as set forth in Schedule 2.22. To the best knowledge of the Shareholders, there is no circumstance, condition, event or arrangement which may hereafter give rise to any Liabilities not in the ordinary course of business.

2.23 OPERATIONS OF PROVIDENTIAL. From the date of the Financial Statements through the date of Closing, PROVIDENTIAL has not and will not have:

(i) incurred any indebtedness or borrowed money;

(ii) declared or paid any dividend or declared or made any distribution of any kind to any shareholder, or made any direct or indirect redemption, retirement, purchase or other acquisition of any shares in its capital stock, other than the Private Placement occurring on October 27, 1999, wherein 3,000,000 shares of restricted common stock will be issued in exchange for $3,750,000 in cash and marketable securities;

(iii) made any loan or advance to any shareholder, officer, director, employee, consultant, agent or other representative or made any other loan or advance otherwise than in the ordinary course of business;

(iv) except in the ordinary course of business, incurred or assumed any indebtedness or liability (whether or not currently due and payable);

(v) disposed of any assets of PROVIDENTIAL except in the ordinary course of business;

(vi) materially increased the annual level of compensation of any executive employee of PROVIDENTIAL;

(vii) increased, terminated, amended or otherwise modified any plan for the benefit of employees of PROVIDENTIAL;

(viii) issued any equity securities or rights to acquire such equity securities; or

(ix) except in the ordinary course of business, entered into or

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modified any contract, agreement or transaction.

2.24 CAPITALIZATION. The authorized capital stock of PROVIDENTIAL consists of 40,000,000 shares of common stock, no par value, of which 20,000,000 shares are presently issued and outstanding (or committed to be issued), and 20,000,000 shares of preferred stock, with a par value of $5.00 per share, all of which have been designated Class A Cumulative Preferred Stock, 10,000,000 of which have been designated Series I Class A Convertible Cumulative Preferred Stock ("Series I Stock") and 10,000,000 of which have been designated Series II Class A Cumulative Convertible Preferred Stock ("Series II Stock"), and of which 103,000 shares of Series I Stock and no (0) shares of Series II Stock are currently issued and outstanding. PROVIDENTIAL is current with respect to all dividend obligations. Immediately prior to the Closing Date, all of the holders of Preferred Stock will either convert their shares into shares of Common Stock on the basis of one share of Common Stock for each share of Preferred Stock, or will enter into a convertible promissory note, in the amount of their original investment resulting in the issuance of Preferred Stock, having a right to convert into Common Stock at the conversion price of $5.00 per share, with a conversion right limited to two years from the date of Closing. PROVIDENTIAL has not granted, issued or agreed to grant, issue or make any warrants, options, subscription rights or any other commitments of any character relating to the issued or unissued shares of capital stock of PROVIDENTIAL except as set forth on Schedule 2.24 attached hereto and made a part hereof. PROVIDENTIAL has no subsidiaries.

2.25 ACCESS TO RECORDS. The corporate financial records, minute books and other documents and records of PROVIDENTIAL have been made available to JRCI prior to the Closing hereof.

2.26 FULL DISCLOSURE. No representation or warranty by PROVIDENTIAL or the Majority Shareholders in this Agreement or in any document or schedule to be delivered by them pursuant hereto, and no written statement, certificate or instrument furnished or to be furnished by PROVIDENTIAL pursuant hereto or in connection with the negotiation, execution or performance of this Agreement contains or will contain any untrue statement of a material fact or omits or will omit to state any fact necessary to make any statement herein or therein not materially misleading or necessary to a complete and correct presentation of all material aspects of the business of PROVIDENTIAL, and/or the status of the PROVIDENTIAL Shares.

SECTION 3. REPRESENTATIONS AND WARRANTIES OF JRCI

JRCI hereby represents and warrants as follows:

3.1 ORGANIZATION AND GOOD STANDING. JRCI is a corporation duly organized, validly existing and in good standing under the laws of the State of Nevada. It has the corporate power to own its own property and to carry on its business as now being

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conducted and is duly qualified to do business in any jurisdiction where so required except where the failure to so qualify would have no material adverse effect on its business.

3.2 CORPORATE AUTHORITY. JRCI has the corporate power to enter into this Agreement and to perform its obligations hereunder. The execution and delivery of this Agreement and the consummation of the transactions contemplated hereby has been, or will be prior to the Closing Date, duly authorized by the Board of Directors of JRCI and a majority of the shareholders as required by Nevada law. The execution and performance of this Agreement will not constitute a material breach of any agreement, indenture, mortgage, license or other instrument or document to which JRCI is a party and will not violate any judgment, decree, order, writ, rule, statute, or regulation applicable to JRCI or its properties. The execution and performance of this Agreement will not violate or conflict with any provision of the Articles of Incorporation or by-laws of JRCI.

3.3 THE JRCI SHARES. At the Closing, the JRCI Shares to be issued and delivered to the Shareholders hereunder will when so issued and delivered, constitute valid and legally issued shares of JRCI Common Stock, fully paid and nonassessable.

3.4 FINANCIAL STATEMENT: BOOKS AND RECORDS. Attached as Exhibit 3.4 are the audited financial statements (balance sheet, income statement and Notes) of JRCI for the fiscal year ended June 30, 1998 and unaudited draft financial statements for the fiscal year ended at June 30, 1999 (collectively the "Financial Statements"), which are not on file with the EDGAR system. The Financial Statements fairly represent the financial position of JRCI as at such date and the results of their operations for the periods then ended. The Financial Statements were prepared in accordance with generally accepted accounting principles applied on a consistent basis with prior periods except as otherwise stated therein. The books of account and other financial records of JRCI are in all respects complete and correct in all material respects and are maintained in accordance with good business and accounting practices.

3.5 NO MATERIAL ADVERSE CHANGES.

Except as described on Schedule 3.5, since June 30, 1999, there has not been:

(i) any material adverse changes in the financial position of JRCI except changes arising in the ordinary course of business, which changes will in no event materially and adversely affect the financial position of JRCI.

(ii) any damage, destruction or loss materially affecting the assets, prospective business, operations or condition (financial or otherwise) of JRCI whether or not covered by insurance;

(iii) any declaration setting aside or payment of any dividend or distribution with respect to any redemption or repurchase of JRCI capital

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stock, other than as agreed upon among the parties, with the acknowledgement that all existing subsidiaries of JRCI will be sold on or before the Closing on terms to be discussed but requiring no further commitment of resources by PROVIDENTIAL OR JRCI following closing;

(iv) any sale of an asset (other than as described in
(iii) above, or in the ordinary course of business) or any mortgage pledge by JRCI of any properties or assets; or

(v) adoption or modification of any pension, profit sharing, retirement, stock bonus, stock option or similar plan or arrangement.

(vi) except in the ordinary course of business, incurred or assumed any indebtedness or liability, whether or not currently due and payable;

(vii) any loan or advance to any shareholder, officer, director, employee, consultant, agent or other representative or made any other loan or advance otherwise than in the ordinary course of business;

(viii) any material increase in the annual level of compensation of any executive employee of JRCI;

(ix) except in the ordinary course of business, entered into or modified any contract, agreement or transaction;

(x) issued any equity securities or rights to acquire equity securities, other than as set forth in Schedule 3.5, which will include the 2-for-1 reverse agreed upon as a condition preceding Closing.

3.6 TAXES. JRCI has not filed any tax, governmental and/or related forms and reports (or extensions thereof) due or required to be filed. JRCI's accountants are in the process of filing JRCI's tax returns. To the best of managements' knowledge, JRCI's tax returns will reflect losses for such periods and any taxes due as a result of such returns will not have a material adverse effect on JRCI.

3.7 COMPLIANCE WITH LAWS. Except as described on Schedule 3.7, JRCI has complied with all federal, state, county and local laws, ordinances, regulations, inspections, orders, judgments, injunctions, awards or decrees applicable to it or its business, which, if not complied with, would materially and adversely affect the business of JRCI.

3.8 ACTIONS AND PROCEEDINGS. JRCI is not a party to any material pending litigation or, to its knowledge, any governmental proceedings are threatened against JRCI, except as set forth in JRCI's periodic reports filed with the SEC.

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3.9 PERIODIC REPORTS. JRCI'S periodic reports filed pursuant to the Securities Exchange Act of 1934, as amended, as of their respective dates, did not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstance under which they were made, not misleading.

3.10 CAPITALIZATION. As of the Closing Date, and after the 2-for-1 reverse, there are approximately 1774 shareholders of record that are the owners of 6,690,629 shares of JRCI Common Stock, none of which owns in excess of 5% of the issued and outstanding shares, except as may be set forth in JRCI'S periodic reports filed with the SEC. There are no outstanding warrants, issued stock options, stock rights or other commitments of any character relating to the issued or unissued shares of either Common Stock or Preferred Stock of JRCI.

3.11 ACCESS TO RECORDS. The corporate financial records, minute books, and other documents and records of JRCI have been made available to PROVIDENTIAL prior to the Closing hereof.

3.12 NO BREACH. The execution, delivery and performance of this Agreement and the consummation of the transactions contemplated hereby will not:

(i) violate any provision of the Articles of Incorporation or By-Laws of JRCI;

(ii) violate, conflict with or result in the breach of any of the material terms of, result in a material modification of, otherwise give any other contracting party the right to terminate, or constitute (or with notice or lapse of time or both constitute) a default under, any contract or other agreement to which JRCI is a party or by or to which it or any of its assets or properties may be bound or subject;

(iii) violate any order, judgment, injunction, award or decree of any court, arbitrator or governmental or regulatory body against, or binding upon, JRCI or upon the securities, properties or business to JRCI; or

(iv) violate any statute, law or regulation of any jurisdiction applicable to the transactions contemplated herein, which violation could have a material adverse effect on the business or operations of JRCI.

3.13 BROKERS OR FINDERS. No broker's or finder's fee will be payable by JRCI in connection with the transactions contemplated by this Agreement, nor will any such fee be incurred as a result of any actions of JRCI.

3.14 CORPORATE AUTHORITY. JRCI has the corporate power to enter into this

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Agreement and to perform its respective obligations hereunder. The execution and delivery of this Agreement and the consummation of the transaction contemplated hereby have been duly authorized by the Board of Directors and a majority of the Shareholders of JRCI. The execution and performance of this Agreement will not constitute a material breach of any agreement, indenture, mortgage, license or other instrument or document to which JRCI is a party and will not violate any judgment, decree, order, writ, rule, statute, or regulation applicable to JRCI or its properties. The execution and performance of this Agreement will not violate or conflict with any provision of the Certificate of Incorporation or by-laws of JRCI.

3.15 FULL DISCLOSURE. No representation or warranty by JRCI in this Agreement or in any document or schedule to be delivered by them pursuant hereto, and no written statement, certificate or instrument furnished or to be furnished by JRCI pursuant hereto or in connection with the negotiation, execution or performance of this Agreement contains or will contain any untrue statement of a material fact or omits or will omit to state any fact necessary to make any statement herein or therein not materially misleading or necessary to complete and correct presentation of all material aspects of the business of JRCI.

SECTION 4. CONDITIONS PRECEDENT

4.1 CONDITIONS PRECEDENT TO THE OBLIGATION OF PROVIDENTIAL SHAREHOLDERS. All obligations of the Majority Shareholders under this Agreement are subject to the fulfillment, prior to or as of the Closing Date, as indicated below, of each of the following conditions:

(a) The representations and warranties by or on behalf of JRCI contained in this Agreement or in any certificate or document delivered pursuant to the provisions hereof shall be true in all material respects at and as of Closing Date as though such representations and warranties were made at and as of such time.

(b) JRCI shall have performed and complied in all material respects, with all covenants, agreements, and conditions set forth in, and shall have executed and delivered all documents required by this Agreement to be performed or complied with or executed and delivered by them prior to or at the Closing.

(c) On or before the Closing, the Board of Directors and a majority of the shareholders of JRCI shall have approved, in accordance with Nevada law, the execution, delivery and performance of this Agreement and the consummation of the transaction contemplated herein and authorized all of the necessary and proper action to enable JRCI to comply with the terms of the Agreement, to include a 2-for-1 reverse split of the issued and outstanding common stock.

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(d) JRCI shall have sufficient shares of JRCI Common Stock authorized but unissued to complete the Exchange.

(e) All instruments and documents delivered to PROVIDENTIAL and the Shareholders pursuant to provisions hereof shall be reasonably satisfactory to legal counsel for PROVIDENTIAL.

(f) The liability to The Long Island Savings Bank F.S.B. described in the litigation matter styled THE LONG ISLAND SAVINGS BANK F.S.B. ("LISB") V. PRIMA MANAGEMENT, PRIMA EASTWEST MODEL MANAGEMENT, INC., KENNETH GODT, EDWARD T. STEIN AND JEFFRY DASH, Supreme Court of the State of New York County of Suffolk, Index No. 3904-97, and KENNETH GODT V. THE LONG
ISLAND SAVINGS BANK F.S.B., JR CONSULTING, INC., PEMM ACQUISITION CORPORATION AND PRIMA EASTWEST MODEL MANAGEMENT,
INC., United States District Court, Eastern District of New York, Case No CV-97-0756 (IS), will be satisfied and, in connection therewith, releases and/or Satisfactions of Judgment shall have been exchanged among the appropriate parties.

4.2 CONDITIONS PRECEDENT TO THE OBLIGATIONS OF JRCI AND JRCI SHAREHOLDERS. All obligations of JRCI under this Agreement are subject to the fulfillment, prior to or at Closing, of each of the following conditions:

(a) The representations and warranties by PROVIDENTIAL and its Majority Shareholders, contained in this Agreement or in any certificate or document delivered pursuant to the provisions hereof shall be true in all material respects at and as of the Closing as though such representations and warranties were made at and as of such time;

(b) PROVIDENTIAL and its Shareholders shall have performed and complied with, in all material respects, with all covenants, agreements, and conditions set forth in, and shall have executed and delivered all documents required by this Agreement to be performed or complied or executed and delivered by them prior to or at the Closing;

(c) Providential shall have tendered a minimum of $60,000 and a maximum of $100,000 to JRCI, to be utilized for purposes of payment of legal and accounting fees incident to this merger agreement and the reporting obligations of JRCI. These funds will be the property of JRCI, such that any excess will remain in JRCI and not be transferred during or concomitant with the sale of the any subsidiaries. These funds will also be non-returnable, such that if the transaction contemplated by this Agreement is not consummated, no portion of the funds will be returned.

(d) Consent of the National Association of Securities Dealers, Inc.,

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pursuant to Rules 2710, 2720 and 1018 of the NASD Membership and Registration Rules shall have been obtained.

(e) Each of the exchanging shareholders will execute a representation letter in the form attached hereto as exhibit 4(e).

(f) JRCI will have effected aa 2-for-1 reverse stock split of its common stock.

SECTION 5. COVENANTS

5.1 CORPORATE EXAMINATIONS AND INVESTIGATIONS. Prior to the Closing Date, the parties acknowledge that they have been entitled, through their employees and representatives, to make such investigation of the assets, properties, business and operations, books, records and financial condition of the other as they each may reasonably require. No investigations, by a party hereto shall, however, diminish or waive any of the representations, warranties, covenants or agreements of the party under this Agreement.

5.2 FURTHER ASSURANCES. The parties shall execute such documents and other papers and take such further actions as may be reasonably required or desirable to carry out the provisions hereof and the transactions contemplated hereby. Each such party shall use its best efforts to fulfill or obtain the fulfillment of the conditions to the Closing, including, without limitation, the execution and delivery of any documents or other papers, the execution and delivery of which are necessary or appropriate to the Closing.

5.3 REVERSE STOCK SPLIT. JRCI agrees to effect a pre-closing 2-for-1 reverse stock split. After Closing, PROVIDENTIAL agrees that JRCI will not effect a reverse-stock-split, consolidation or reclassification of its securities for a period of 1 year from the date of this Agreement.

5.4 SETTLEMENT OF LITIGATION. JRCI will receive a Satisfaction of Judgment with respect to the litigation matters described in Section 4.1(f) and
(g) above.

5.5 PURCHASE AND SALE OF DIVA. JRCI has reached an agreement to sell to Havilland Limited ("Havilland"), all of the shares of Diva Entertainment, Inc. ("Diva") owned by JRCI as well as to assign to Havilland all of its rights, title and interest in that certain Option Agreement dated as of April 1, 1999, between Diva, formerly known as Quasar Projects Company and JRCI, on the terms generally described on Schedule 5.5. Within ten business days of the Closing Date, or such earlier date as Havilland shall request, in its complete and sole discretion, JRCI will consummate the sale of Diva to Havilland or its designee on the terms described above.

5.6 CONFIDENTIALITY. In the event the transactions contemplated by this Agreement

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are not consummated, JRCI, PROVIDENTIAL and the Shareholders agree to keep confidential any information disclosed to each other in connection therewith for a period of three (3) years from the date hereof; provided, however, such obligation shall not apply to information which:

(i) at the time of the disclosure was public knowledge;

(ii) after the time of disclosure becomes public knowledge (except due to the action of the receiving party); or

(iii) the receiving party had within its possession at the time of disclosure; or

(iv) is ordered disclosed by a Court of proper jurisdiction.

SECTION 6. SURVIVAL OF REPRESENTATIONS AND WARRANTIES

Notwithstanding any right of either party to investigate the affairs of the other party and its Shareholders, each party has the right to rely fully upon representations, warranties, covenants and agreements of the other party and its Shareholders contained in this Agreement or in any document delivered to one by the other or any of their representatives, in connection with the transactions contemplated by this Agreement. All such representations, warranties, covenants and agreements shall survive the execution and delivery hereof and the closing hereunder for one year following the Closing.

SECTION 7. INDEMNIFICATION

For a period of three (3) years from the Closing, PROVIDENTIAL'S Majority Shareholders jointly and severally agree to indemnify and hold harmless JRCI its officers, directors and principal shareholders, and JRCI agrees to indemnify and hold harmless the PROVIDENTIAL Shareholders, at all times after the date of this Agreement against and in respect of any liability, damage, or deficiency, all actions, suits, proceedings, demands, assessments, judgments, costs and expenses, including attorneys' fees, incident to any of the foregoing, resulting from any material misrepresentation made by any indemnifying party to an indemnified party, an indemnifying party's breach of a covenant or warranty or an indemnifying party's nonfulfillment of any agreement hereunder, or from any material misrepresentation or omission from any certificate furnished or to be furnished hereunder.

If the indemnified party receives written notice of the commencement of any legal action, suit or proceeding with respect to which the indemnifying party is or may be obligated to provide indemnification pursuant to this Section, the indemnified party shall, within 30 days of the receipt of such written notice, give the indemnifying party written

18

notice thereof (a "Claim Notice"). Failure to give such Claim Notice within such 30 day period shall not constitute a waiver by the indemnified party or its rights to indemnity hereunder with respect to such action, suit or proceeding unless the defense thereof is prejudiced thereby. Upon receipt by the indemnifying party of a Claim Notice from the indemnified party with respect to any claim for indemnification which is based upon a claim made by a third party ("Third Party Claim"), the indemnifying party may assume the defense of the Third Party Claim with counsel of its own choosing, as described below. The indemnified party shall cooperate in the defense of the Third Party Claim and shall furnish such records, information and testimony and attend all such conferences, discovery proceedings, hearings, trials and appeals as may be reasonably required in connection therewith. The indemnified party shall have the right to employ its own counsel in any such action, but the fees and expenses of such counsel shall be at the expense of the indemnified party unless the indemnifying party shall not have with reasonable promptness employed counsel to assume the defense of the Third Party Claim, in which event such fees and expenses shall be borne solely by the indemnifying party. The indemnifying party shall not satisfy or settle any Third Party Claim for which indemnification has been sought and is available hereunder, without the prior written consent of the indemnified party, which consent shall not be delayed or which shall not be required if the indemnified party is granted a release in connection therewith. If the indemnifying party shall fail with reasonable promptness to defend such Third Party Claim, the indemnified party may defend, satisfy or settle the Third Party Claim at the expense of the indemnifying party and the indemnifying party shall pay to the indemnified party the amount of such Loss within ten days after written demand thereof. The indemnification provisions hereof shall survive the termination of this Agreement.

SECTION 8. DOCUMENTS AT CLOSING AND THE CLOSING

8.1 DOCUMENTS AT CLOSING. At the Closing, the following transactions shall occur, all of such transactions being deemed to occur simultaneously:

(a) PROVIDENTIAL will deliver, or will cause to be delivered, to JRCI the following:

(i) a certificate executed by the President and Secretary of PROVIDENTIAL to the effect that all representations and warranties made by PROVIDENTIAL under this Agreement are true and correct as of the Closing, the same as though originally given to JRCI on said date;

(ii) a certificate from the State of California dated at or about the Closing to the effect that PROVIDENTIAL is in good standing under the laws of said State;

(iii) PROVIDENTIAL and its Shareholders shall deliver an opinion of

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its legal counsel, limited as to any portion of the opinion as to an aspect of the agreement governed by the application of Delaware or New York law, to JRCI to the effect that:

(a) PROVIDENTIAL is a corporation validly existing and in good standing under the laws of the State of California and is duly qualified to do business in any jurisdiction where so required except where the failure to so qualify would have no material adverse impact on the company;

(b) PROVIDENTIAL has the corporate power to carry on its business as now being conducted; and

(c) This Agreement has been duly authorized, executed and delivered by PROVIDENTIAL.

(iv) A letter of consent to the transaction from the NASD.

(v) Stock certificates representing those shares of PROVIDENTIAL to be exchanged for JRCI Shares will be delivered, along with duly executed stock powers transferring such shares to JRCI.

(vi) all other items, the delivery of which is a condition precedent to the obligations of JRCI, as set forth in Section 4.

(b) JRCI will deliver or cause to be delivered to PROVIDENTIAL and the Providential Shareholders:

(i) a certificate from JRCI executed by the President or Secretary of JRCI, to the effect that all representations and warranties of JRCI made under this Agreement are true and correct as of the Closing, the same as though originally given to PROVIDENTIAL on said date;

(ii) certified copies of resolutions by JRCI Board of Directors authorizing this transaction; and an opinion of JRCI counsel as described in Section 4 above;

(iii) certificates from the Nevada Secretary of State dated at or about the Closing Date that JRCI is in good standing under the laws of said State;

(iv) an opinion of counsel, limited as to any portion of the opinion that applies to an aspect governed by the application of Delaware or Nevada law, dated as of the Closing to the effect that:

20

(1) JRCI is a corporation validly existing and in good standing under the laws of the State of Nevada;

(2) This Agreement has been duly authorized executed and delivered by JRCI and is a valid and binding obligation of JRCI enforceable in accordance with its terms;

(3) JRCI, through its Board of Directors and its shareholders, has taken all corporate action necessary for performance under this Agreement;

(4) The documents executed and delivered to PROVIDENTIAL and the PROVIDENTIAL Shareholders hereunder are valid and binding in accordance with their terms to the shares of JRCI Shares to be issued pursuant to Section 1.1 hereof, and such Shares will be duly and validly issued, fully paid and non-assessable; and

(5) JRCI has the corporate power to execute the Agreement, deliver the Shares and perform under this Agreement.

(vi) resignations of David Lean and Gabriel Harris;

(vii) consent of Peter Zachariou, remaining director, designating two directors to fill the vacancies created by the resignations of David Lean and Gabriel Harris, and appointing new directors and officer;

(viii) resignation of Peter C. Zachariou as an officer and director;

(ix) release signed by Edward Stein and Satisfaction of Judgment signed by LISB with respect to the litigation matters described in Section 4.1(f) above;

(x) all other items, the delivery of which is a condition precedent to the obligations of PROVIDENTIAL, as set forth in Section 4 hereof.

8.2 THE CLOSING. The Closing shall take place at the time or place as may be agreed upon by the parties hereto. At the Closing, the parties shall provide each other with such documents as may be necessary.

SECTION 9. MISCELLANEOUS

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9. 1 WAIVERS. The waiver of a breach of this Agreement or the failure of any party hereto to exercise any right under this Agreement shall in no way constitute waiver as to future breach whether similar or dissimilar in nature or as to the exercise of any further right under this Agreement.

9.2 AMENDMENT. This Agreement may be amended or modified only by an instrument of equal formality signed by the parties or the duly authorized representatives of the respective parties.

9.3 ASSIGNMENT. This Agreement is not assignable except by operation of law.

9.4 NOTICE. Until otherwise specified in writing, the mailing addresses and fax numbers of the parties of this Agreement shall be as follows:

To: JRCI:

Peter Zachariou, President
180 Varick Street, 13th Floor
New York, New York 10014
Fax: (212) 807-8999

with copy to:

Steven Kuperschmid, Esquire
Certilman, Balin, Adler and Human
90 Merrick Avenue
East Meadow, New York 11554
Fax: (516) 296-7111

To: PROVIDENTIAL:

Henry Fahman, Chairman and CEO
8700 Warner Avenue
Fountain Valley, California 92708
Fax: (714) 596-2052

with copy to:

Dieterich & Associates
11300 West Olympic Boulevard, Suite 800
Los Angeles, California 90064
Fax: (310) 312-6680

Any notice or statement given under this Agreement shall be deemed to have been given

22

if sent by registered mail addressed to the other party at the address indicated above or at such other address which shall have been furnished in writing to the addressor.

9.5 GOVERNING LAW. This Agreement shall be construed, and the legal relations be the parties determined, in accordance with the laws of the State of Delaware, thereby precluding any choice of law rules which may direct the application of the laws of any other jurisdiction.

9.6 PUBLICITY. No publicity release or announcement concerning this Agreement or the transactions contemplated hereby shall be issued by either party hereto at any time from the signing hereof without advance approval in writing of the form and substance by the other party.

9.7 ENTIRE AGREEMENT. This Agreement (including the Exhibits and Schedules to be attached hereto) and the collateral agreements executed in connection with the consummation of the transactions contemplated herein contain the entire agreement among the parties with respect to the exchange and issuance of the Shares and the JRCI Shares and related transactions, and supersede all prior agreements, written or oral, with respect thereto.

9.8 HEADINGS. The headings in this Agreement are for reference purposes only and shall not in any way affect the meaning or interpretation of this Agreement.

9.9 SEVERABILITY OF PROVISIONS. The invalidity or unenforceability of any term, phrase, clause, paragraph, restriction, covenant, agreement or provision of this Agreement shall in no way affect the validity or enforcement of any other provision or any part thereof.

9.10 COUNTERPARTS. This Agreement may be executed in any number of counterparts, each of which when so executed, shall constitute an original copy hereof, but all of which together shall consider but one and the same document.

9.11 BINDING EFFECT. This Agreement shall be binding upon the parties hereto and inure to the benefit of the parties, their respective heirs, administrators, executors, successors and assigns.

9.12 TAX TREATMENT. JRCI, PROVIDENTIAL and the Majority Shareholders acknowledge that they each have been represented by their own tax advisors in connection with this transaction; that none of them has made a representation or warranty to any of the other parties with respect to the tax treatment accorded this transaction, or the effect individually or corporately on any party under the applicable tax laws, regulations, or interpretations; and that no opinion of counsel or private revenue ruling has been obtained with respect to the effects of this transaction under the Code.

9.14 PRESS RELEASES. The parties will mutually agree as to the wording and timing of any informational releases concerning this transaction prior to and through Closing.

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IN WITNESS WHEREOF, the parties have executed this Agreement on the date first above written.

JR CONSULTING, INC.
a Nevada corporation

By: /s/  PETER ZACHARIOU
   -------------------------------------------
         Peter Zachariou
         President

PROVIDENTIAL SECURITIES, INC.
a California corporation

By: /s/  HENRY FAHMAN
   -------------------------------------------
         Henry Fahman
         President / Chief Executive Officer

SHAREHOLDER SIGNATURES ON NEXT PAGE


"MAJORITY SHAREHOLDERS:"

/s/ HENRY FAHMAN
--------------------------------------------
Henry Fahman


/s/ NHI T. LE
--------------------------------------------
Nhi T. Le


/s/ MYAN THI DOAN
--------------------------------------------
Myan Thi Doan


/s/ TIMOTHY D. FAHMAN
--------------------------------------------
Timothy D. Fahman


/s/ HUNG H. NGUYEN
--------------------------------------------
Hung H. Nguyen


/s/ TINA T. PHAN
--------------------------------------------
Tina T. Phan


/s/ THEODORE FAHMAN
--------------------------------------------
Theodore Fahman


/s/
--------------------------------------------
Synaca, Ltd.


/s/ CHRIS DIETERICH
--------------------------------------------
Dieterich & Associates (as shareholder)


EXHIBIT 21.1

SUBSIDIARIES OF REGISTRANT

Diva Entertainment, Inc.
(a Delaware corporation)

Diva Entertainment, Inc.
(a Florida corporation)

which is a wholly owned subsidiary of
Diva Entertainment, Inc.,
a Delaware corporation

Prima Eastwest Model Management, Inc.
(a California corporation),
which is a subsidiary of
Diva Entertainment, Inc.,
a Florida corporation

Que Model Management, Inc.
(a New York corporation),
which is a subsidiary of
Diva Entertainment, Inc.,
a Florida corporation


ARTICLE 5
MULTIPLIER: 1,000


PERIOD TYPE 12 MOS
FISCAL YEAR END JUN 30 1999
PERIOD START JUL 01 1998
PERIOD END JUN 30 1999
CASH 1
SECURITIES 0
RECEIVABLES 1,202
ALLOWANCES 158
INVENTORY 0
CURRENT ASSETS 1,355
PP&E 349
DEPRECIATION 97
TOTAL ASSETS 2,306
CURRENT LIABILITIES 2,597
BONDS 0
PREFERRED MANDATORY 0
PREFERRED 0
COMMON 535
OTHER SE (2,490)
TOTAL LIABILITY AND EQUITY 2,306
SALES 1,814
TOTAL REVENUES 1,814
CGS 0
TOTAL COSTS 40
OTHER EXPENSES 3,019
LOSS PROVISION 158
INTEREST EXPENSE 1
INCOME PRETAX (1,310)
INCOME TAX 0
INCOME CONTINUING (1,246)
DISCONTINUED (64)
EXTRAORDINARY 0
CHANGES 0
NET INCOME (1,310)
EPS BASIC (0.10)
EPS DILUTED (0.10)