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U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 10-QSB
[X] QUARTERLY REPORT UNDER SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE
ACT OF 1934
For the quarterly period ended September 30, 1999
or
[ ] TRANSITION REPORT UNDER SECTION 13 OR 15 (d) OF THE EXCHANGE ACT OF 1934
For the transition period from to
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Commission file number: 0-25097
SWIFTYNET.COM, INC.
(Exact Name of Small Business Issuer in Its Charter)
Florida 65-078-3722
(State or other jurisdiction of (I.R.S. Employer Identi-
incorporation or organization) fication No.)
17521 Crawley Road, Odessa, Florida 33556
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (813) 926-1603
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Check whether the issuer:(1) filed all reports required to be filed by
Section 13 or 15(d) of the Exchange Act during the past 12 months (or for such
shorter period that the registrant was required to file such reports), and (2)
has been subject to such filing requirements for the past 90 days. Yes X No
The number of shares of the registrant's common stock, par value $.0001 per
share, outstanding as of October 31, 1999 was 8,604,120.
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Index to Form 10QSB
Part I - Financial Information Page
Item 1. Financial Statements (unaudited)
Condensed Balance Sheet September 30 ,1999...........................1
Condensed Statements of Operations - Nine Months Ended
September 30, 1999 and 1998 and for the Three Months ended
September 30, 1999 ..................................................2
Condensed Statements of Cash Flows - Nine Months Ended
September 30, 1999...................................................3
Notes to Condensed Financial Statements..............................4
Item 2. Management's Discussion and Analysis or Plan of Operation............7
Part II - Other Information
Item 6. Exhibits and Reports on Form 8-K....................................10
Signatures...................................................................14
Exhibit Index................................................................15
Part I Financial Information
SWIFTYNET.COM, INC.
BALANCE SHEET
(Unaudited)
ASSETS
September 30,
1999
--------------
Current assets
Cash and cash equivalents $ 39,500
Inventory 5,413
Loans to stockholders 32,500
Deposit held by stockholder 210,000
Prepaid expenses 152,633
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Total current assets 440,046
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Property and equipment
Land 312,500
Building 653,084
Equipment 351,173
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1,316,757
Less: Accumulated depreciation 44,800
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Total property and equipment 1,271,957
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Other assets
Loans to stockholders 7,956
Deposits 32,600
Prepaid expenses, long-term portion 35,447
Other assets 13,857
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Total other assets 89,860
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Total Assets $ 1,801,863
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LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities
Accounts payable and accrued expenses $ 38,381
Payable to stockholders 5,700
Current maturities of notes payable and long-term debt 74,500
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Total current liabilities 118,581
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Long-term liabilities
Notes payable and long-term debt, less current maturities 685,396
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Stockholders' equity
Common stock; $.0001 par value; 50,000,000 shares
authorized; 8,604,120 shares issued and outstanding 860
Paid in capital 1,710,451
Accumulated deficit (713,425)
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Total stockholders' equity 997,886
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Total Liabilities and Stockholders' Equity $ 1,801,863
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See accompanying notes to financial statements
1
SWIFTYNET.COM, INC.
STATEMENTS OF OPERATIONS
(Unaudited)
Three Months Ended Nine Months Ended
September 30, September 30,
-------------------------- -------------------------
1999 1998 1999 1998
------------ ---------- ----------- ----------
Revenues
Operating revenues $ 33,847 $ - $ 119,054 $ -
Interest income 28 501 3,622 6,512
------------ ---------- ----------- ----------
Total revenues 33,875 501 122,676 6,512
------------ ---------- ----------- ----------
Expenses
Operational costs 49,308 - 175,156 -
Depreciation and amortization 53,474 - 160,285 -
Other general and administrative 10,599 69,904 99,025 196,036
Interest expense 17,172 3,092 50,580 3,092
------------ ---------- ----------- ----------
Total expenses 130,553 72,996 485,046 199,128
------------ ---------- ----------- ----------
Net loss $ (96,678) $ (72,495) $ (362,370) $ (192,616)
============ ========== =========== ==========
Net loss per common share $ (.01) $ (.01) $ (.04) $ (.02)
============ ========== =========== ==========
Weighted average common shares 8,604,120 8,306,628 8,527,930 8,116,243
outstanding
See accompanying notes to financial statements
2
SWIFTYNET.COM, INC.
STATEMENTS OF CASH FLOWS
Increase (Decrease) in Cash and Cash Equivalents
(Unaudited)
Nine Months Ended
September 30,
--------------------------
1999 1998
----------- -----------
Cash flows from operating activities
Net loss $ (362,370) $ (192,616)
----------- -----------
Adjustments to reconcile net loss to
net cash used in operating activities
Depreciation and amortization 160,285 -
Donated services 38,750 -
Increase in interest receivable on stockholder loans (3,139) -
Increase in inventory (5,413) -
Increase (decrease) in accounts payable and accrued expenses (34,781) 36,250
----------- -----------
Total adjustments 155,702 36,250
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Net cash used in operating activities (206,668) (156,366)
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Cash flows from investing activities
Acquisition of building and equipment (10,545) (695,124)
Decrease (increase) in deposits and other assets 550 (223,696)
----------- -----------
Net cash used in investing activities (9,995) (918,820)
----------- -----------
Cash flows from financing activities
Proceeds from issuance of notes payable - 206,686
Payments on notes payable (56,560) -
Net proceeds from issuance of stock 200,000 706,896
Net loans from (to) stockholders 42,037 (99,166)
Increase in stock payable - (10,000)
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Net cash provided by financing activities 185,477 804,416
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Net decrease in cash and cash equivalents (31,186) (270,770)
Cash and cash equivalents, beginning of period 70,686 357,419
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Cash and cash equivalents, end of period $ 39,500 $ 86,649
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See accompanying notes to financial statements
3
SWIFTYNET.COM, INC.
STATEMENTS OF CASH FLOWS
Increase (Decrease) in Cash and Cash Equivalents
(Unaudited)
(Continued)
Supplemental disclosures of noncash investing and financing activities:
In March 1999, the Company issued 10,000 shares of common stock due under a
consulting contract executed in 1998 valued at $62,500.
The Company had financed construction in progress with a mortgage payable of
approximately $242,894 at September 30, 1998.
Supplemental disclosure of cash flow information:
The Company paid approximately $51,000 and $3,000 in interest for the nine
months ended September 30, 1999 and 1998, respectively.
See accompanhing notes to financial statements
4
SWIFTYNET.COM, INC.
STATEMENTS OF CASH FLOW
Increase (Decrease) in Cash and Cash Equivalents
(Unaudited)
(Continued)
The information presented herein as of September 30, 1999, and for the nine and
three months ended September 30, 1999 and 1998, is unaudited.
(1) Basis of Presentation:
The accompanying financial statements have been prepared in accordance with
generally accepted accounting principles for interim financial information and
with the instructions to Form 10-QSB and Rule 10-01 of Regulation S-X.
Accordingly, they do not include all of the information and footnotes required
by generally accepted accounting principles for complete financial statements.
In the opinion of management, all adjustments (consisting of normal recurring
adjustments) considered necessary for a fair presentation have been included.
Operating results for the nine and three month periods ended September 30, 1999,
are not necessarily indicative of the results that may be expected for the year
ending December 31, 1999. For further information, refer to the financial
statements and footnotes included in the Company's annual report of Form 10-KSB
for the year ended December 31, 1998.
The Company changed its name to SwiftyNet.com, Inc. from Swifty Carwash &
Quik-Lube, Inc. in October 1999.
(2) Development Stage Enterprise:
Prior to January 1, 1999, the Company was considered a development stage
enterprise.
(3) Notes Payable:
The Company borrowed $41,000 from three stockholders during the nine months
ended September 30, 1999. These notes are payable in annual installments of
$15,623, including interest at 7%, beginning September 1, 1999. The debt is
convertible into shares of the Company's common stock at a price of $1.00 per
share.
(4) Income Taxes:
The Company has provided a 100% valuation allowance for the income tax benefit
resulting from the losses incurred since inception. Therefore, no income tax
provision or benefit is provided in the accompanying statement of operations.
(5) Stock Offering:
The Company received $200,000 during 1999 from the sale of 200,000 shares of
common stock in a private placement.
On February 18, 1998, the Company offered 160,000 shares of common stock and
320,000 common stock warrants through a private placement memorandum to raise $1
million. Each warrant entitles the holder to purchase one share of the Company's
common stock at $7.25 per share at any time after 30 days from their issue date
through December 31, 2000. Prior to their expiration, each warrant may be
redeemable by the Company at a price of $.01.
See accompanying notes to financial statements
5
SWIFTYNET.COM, INC.
STATEMENTS OF CASH FLOW
Increase (Decrease) in Cash and Cash Equivalents
(Unaudited)
(Continued)
As of December 31, 1998, 159,120 shares of stock and 318,240 common stock
warrants have been issued under the above offering. No warrants have been
redeemed to date.
(6) Commitments and Related Party Transactions:
During the period ended December 31, 1998, subsequent to the Company's
reorganization, the Company issued 2,235,000 shares of stock to directors and
officers at $.01 per share.
During 1998, the Company advanced approximately $118,000 to the majority
stockholder. Of this amount, $96,166 was formalized into an unsecured promissory
note which bears interest at eight percent. The note is to be repaid to the
Company in quarterly installments of principal and interest of $5,000 beginning
on November 15, 1998 until the balance is repaid in full. The balance of this
note at September 30, 1999, together with interest, amounted to approximately
$15,000.
The Company loaned $25,000 to a stockholder under a note receivable. Quarterly
payments of $6,250 plus interest at prime plus 1% are due quarterly beginning
October 1, 1999 until paid in full.
During 1998, the president performed services for the Company at no cost. The
Board of Directors valued these services at $35,000 for 1998 and recorded this
amount as additional paid-in capital. For 1999, the president and operations
manager also performed services at no cost. Other general and administrative
expenses for the nine months ended September 30, 1999, includes $37,750 in
expense for these services.
On August 8, 1998, the Company entered into a consulting and contracting
agreement with a stockholder whereby the stockholder will explore, investigate,
and locate appropriate parcels of land and supplies of equipment on behalf of
the Company. In addition, the stockholder will provide certain construction
services to the Company. In exchange for these services, the Company will pay
the stockholder between three and five percent of the total costs of projects
which have been negotiated or performed by the stockholder. No services were
earned under this agreement for the nine months ended September 30, 1999.
Included in deposits at September 30, 1999 is $210,000 paid to the stockholder
to be used on behalf of the Company in connection with this agreement.
The above related party agreements are not necessarily indicative of the
agreements that would have been entered into by independent parties.
During the year ended December 31, 1998, the Company entered into an agreement
for use of a private suite at the Raymond James Stadium for the 1998 through
2003 football seasons. Included in deposits at September 30, 1999 is a $30,000
deposit in accordance with the terms of this agreement. The Company is committed
under this agreement for an annual fee of $30,000 through 2003. The Company
expensed $22,500 and $18,000 for the nine months ended September 30, 1999 and
1998, respectively, under this agreement.
The Company entered into a three-year advertising, promotion and publicity
agreement for $270,400. This amount has been capitalized and is being amortized
over the three-year term. The Company expensed $67,600 for the nine months ended
September 30, 1999, under this agreement.
See accompanying notes to financial statements
6
SWIFTYNET.COM, INC.
STATEMENTS OF CASH FLOW
Increase (Decrease) in Cash and Cash Equivalents
(Unaudited)
(Continued)
(7) Net Loss Per Common Share:
Net loss per common share is computed in accordance with the requirements of
Statement of Financial Accounting Standards No. 128 (SFAS 128). SFAS 128
requires net loss per share information to be computed using a simple weighted
average of common shares outstanding during the periods presented. In computing
diluted loss per share, warrants exercisable into 318,240 common shares were
excluded because the effect is antidilutive.
Item 2. Management's Discussion and Analysis or Plan of Operations.
The following discussion and analysis should be read in conjunction with the
Condensed Financial Statements and the related Notes thereto included elsewhere
in this report. This report contains forward-looking statements that involve
risks and uncertainties. The Company's actual results may differ significantly
from the results discussed in the forward-looking statements. These and
additional risk factors are identified in our annual report to the Securities
and Exchange Commission filed on forms 10-KSB and in other SEC filings.
Liquidity
The Company's working capital less prepaid expenses was approximately $170,000
as of September 30, 1999, which remains principally unchanged from December 31,
1998. Included in working capital is a $210,000 deposit under a consulting and
construction agreement with a stockholder. This deposit is due to the Company on
demand. If needed, payment on approximately $50,000 currently due to
shareholders could be deferred beyond one year. The Company had a net loss of
$362,370 for the nine months ended September 30, 1999. This loss was funded from
cash reserves generated from previous sales of stock.
As of September 30, 1999, the Company has approximately $760,000 in long-term
debt, including an additional $41,000 from three shareholders incurred in 1999.
The majority of this debt was used to finance the construction of the building
and purchase of equipment for the Prototype Center. The Company anticipates that
it will continue to expend resources for land, construction of facilities and
equipment for additional Centers. Its business plan calls for the development of
approximately two sites in the coming year. The cost of the land will depend
upon its location. Equipment and construction costs are anticipated to be
$900,000 per Center.
From its inception through December 31, 1998, the Company sold 198.9 Units
comprised of common stock and warrants, raising $994,500 in the Company's
7
private offering pursuant to Regulation D. The Company registered its common
shares under the Securities and Exchange Act. The registration became effective
on January 27, 1999. On March 11, 1999, the Company was approved for trading on
the OTC Bulletin Board. In April 1999, the Company sold 200,000 shares of stock
for $200,000. Over the long-term the Company will depend on revenue from
operations. Profit from operations is anticipated to be sufficient to pay the
costs of operating the Prototype Center but is not anticipated to be sufficient
to fund the purchase and construction of additional Centers. The Company plans
to obtain additional funding from commercial lenders to finance new Centers and
may raise additional capital to finance the Company's growth.
The Company has extended the expiration date of the outstanding warrants
pursuant to the warrant resolution dated February 10, 1998 of the Company from
December 31, 2000 through December 31, 2001.
Capital Resources
The Prototype Center was constructed and equipped at a cost of approximately
$1,300,000, approximately $747,000 of which was financed with long term debt.
The annual principal payments on long term debt in 1999 are $79,500. As of
September 30, 1999, substantially all of the Company's assets are collateral for
loans for the construction of its Prototype Center.
The Company plans to increase its size and incur additional expenditures in the
coming year by constructing new Centers. Additional sites, when committed, will
require additional capital for acquisition of land, building, equipment and
initial opening expenses. In anticipation of these future activities, the
Company has deposited $210,000 for use by Don Hughes General Contractor, Inc. in
the construction of the next Center or capital improvements on the Prototype
Center. To date, no new Center sites have been committed.
Future resources of the Company have been committed to a six year license
agreement with the Tampa Bay Buccaneers for a Luxury Suite beginning in 1998.
The agreement required an initial deposit of $30,000 with annual payments due of
$30,000, due in equal installments of $15,000 on September 1, and December 1
each year.
In addition, the Company changed its name to SwiftyNet.com, Inc. to reflect the
Company's planned entrance in e-commerce and interactive internet sites. The
Company intends to enter this market through acquisition of existing businesses.
The Company is exploring alternatives to finance this expansion.
Results of Operations
Prior to January 1, 1999, the Company was considered in the development stage.
The Company opened its Prototype Center in January, 1999. For the nine months
ended September 30, 1999, the Company incurred a net loss of $362,370 on
revenues from operations of $119,054 compared to a loss of $192,616 for the nine
months ended September 30, 1998, when the Company was in the development stage.
The Company's business is expected to be seasonal. The car wash season in
Florida typically begins in the fall when tourists begin to travel to Florida
for the winter. Management expects many of these seasonal travelers will utilize
the Center for car wash and lube (oil change) services while they remain in the
area. The car wash side of the business is also heavily influenced by the
weather, particularly rain, which tends to be more frequent in the summer
months, thereby decreasing car wash revenues during the times of
8
inclement weather. Management expects the lube shop revenues to remain somewhat
constant throughout the year.
Total revenues of $33,847 for the third quarter of 1999 decreased from revenues
of $47,069 for the second quarter and $38,138 for the first quarter of 1999 due
to normal summer seasonality.
The Company's $96,678 loss for the third quarter of 1999, decreased 37% from the
$153,371 loss for the second quarter of 1999 due to decreased expenses for the
third quarter. Operational costs decreased from $80,333 for the second quarter
to $49,308 for the third quarter of 1999 due to more efficient operations and
personnel staffing. General and administrative expenses decreased from $49,581
for the second quarter to $10,599 for the third quarter of 1999 due principally
to the reduction of professional and consulting costs.
Administrative and start-up expenses of $196,036 during the nine months ended
September 30, 1998 were due substantially to the Company's retaining
consultants, legal and accounting assistance and personnel costs during the
early stages of the Company's formation and the design and construction of the
Prototype Center. The Company expects its personnel, depreciation and
amortization, interest, advertising and other operating expenses to increase in
1999 due to the opening of the Prototype Center in January 1999. The Company
also expects to incur additional legal and accounting expenses as a result
becoming a reporting Company and additional consulting expenses as a result of
the Company's expansion plans. When the Company develops additional Centers,
additional opening, operating and promotional costs will be incurred.
The Company has tracked customers and has found a trend of repeat customers.
Therefore, the Company periodically mails promotional materials to such
customers. The Company continues to use cooperative marketing in conjunction
with other local businesses in order to increase consumer awareness and attract
new customers. In addition, through its advertising consultant, David Gindley,
the Company has begun direct mail marketing to area consumers. Both advertising
methods are anticipated to generate more revenue for the Company.
Year 2000
The Company substantially relies on the PDQ Open Line Tunnel with Modifications
in it carwash system. Defective date programming in information technology, and
computer hardware and software might cause problems in the year 2000. Date
errors may impact computer applications and also production resources, and the
procedures of outside suppliers and independent contractors. Importantly, it is
not always known where such date information is used. The Company has received
written assurances that its software is year 2000 compliant. Not only will the
Company continue to request written guarantees of year 2000 compliance with all
software, hardware and information technology systems it purchases, but also,
the Company plans to conduct regular back-ups of any accounting or inventory
data throughout the year and immediately prior to the year change to preserve
all information contained on its computer systems. Additionally, the carwash
system used by the Company may be manually overridden so that it can be operated
by hand in the event that its hardware or software is effected by the year 2000.
9
Part II - Other Information
Item 1. Legal Proceedings None
Item 2. Changes in Securities and Use of Proceeds None
Item 4. Submission of Matters to a Vote of Security Holders None
Item 6. Exhibits and Reports on Form 8-K
(a) Exhibits
Exhibit Description ...................................................... Page
(2) Plan of Acquisition, Reorganization, Arrangement,
Liquidation or Succession ......................................... None
(4) Instruments Defining the Rights of Security Holders................ None
(10) Material Contracts ................................................ None
(11) Statement re: Computation of Per Share Earnings .............. Note 7 to
Financial
Statements
(15) Letter re: Unaudited Interim Financial Information................. None
(18) Letter re: Change in Accounting Principles ........................ None
(19) Report Furnished to Security Holders .............................. None
(22) Published Report re: Matters Submitted to Vote of
Security Holders .................................................. None
(23) Consents of Experts and Counsel ................................... None
(24) Power of Attorney ................................................. None
(27) Financial Data Schedule
(99) Additional Exhibits ............................................... None
(b) Reports on Form 8-K ............................................... None
SIGNATURES
In accordance with the requirements of the Exchange Act, the registrant
caused this report to be signed on its behalf by the undersigned, thereunto duly
authorized.
SWIFTYNET.COM, INC.
SIGNATURE TITLE DATE
/S/ Rachel Steele
___________________ President November 5, 1999
Rachel Steele
/S/ Raymond Lipsch
____________________ Treasurer November 5, 1999
Raymond Lipsch Chief Financial Officer