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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 (FEE REQUIRED)
For the fiscal year ended December 31, 1998
[ ] TRANSITION REPORT UNDER SECTION 13 OR 15 (d) OF THE
SECURITIES EXCHANGE ACT OF 1934 (NO FEE REQUIRED)
For the transition period from _____ to _____
Commission File No 0-25097
SWIFTY CARWASH AND QUIK-LUBE, 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
Securities registered under Section 12(b) of the Exchange Act:
Securities registered under Section 12(g) of the Exchange Act:
Common stock, $.0001 par value
Class A Common Stock Warrants, $.01 par value
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 ___
Check if there is no disclosure of delinquent filers in response to Item 405 of
Regulation S-B contained in this form, and no disclosure will be contained, to
the best of registrant's knowledge, in definitive proxy or information
statements incorporated by reference in Part III of this Form 10-KSB or any
amendment to this Form 10-KSB. X
The issuer's revenue for the most recent fiscal year, ending December 31, 1998,
was $70,686.
The aggregate market value of the voting common equity held by non-affiliates
computed by reference to the price at which the common equity was sold, or the
average bid and asked price of such common equity, as of March 29, 1999, was
approximately $1,109,280 based on the most recent sales of newly-issued common
equity. The Company's Form 10-SB was effective on January 25, 1999 and reached
the no comment stage on February 18, 1999. As of March 11, 1999, the Company was
approved for trading on the OTC Bulletin Board.
The number of shares of the Company's common stock, par value $.0001 per share,
outstanding as of March 29, 1999, was 8,404,120. The number of the Company's
Class A Warrants, for the purchase of one share of common stock as of March 29,
1999, was 318,240.
<PAGE>
Part I
Item 1. Description of Business
The Company was formed to develop, own and operate a chain of full-service car
washes and express oil change centers (the "Centers"). The Company's founders
plan to capitalize on various trends that they believe will create a demand for
the auto-related products and services to be provided by the Centers. One such
trend is the steady reduction in the number of gas stations providing routine
automobile maintenance such as oil changes. Thousands of the traditional,
full-service stations have closed and many others have been converted to
self-service stations offering no maintenance services. A second trend is the
increased demand for convenience created by Americans' busier lifestyles. A
majority of U.S. households now have two working spouses or a single working
adult. Work and family responsibilities have both reduced spare time and
increased the dependence on automobile transportation. As a result, fewer and
fewer Americans are taking the time to change their own oil and/or wash their
cars at home. Several companies have attempted to exploit these trends by
opening stand-alone car washes or quick-lube centers. The Company believes that
a market niche exists for the combination of these two services at one
establishment. Accordingly, the Company anticipates that its full service
Centers will be designed to fill this niche by offering a car wash, oil change
and fluid check within a 15 to 20 minute period, all without an appointment.
The Company spent approximately $200 on demographic surveys of the area
surrounding the first Center in Palm Harbor, Florida which were compiled by
Urban Decisions Marketing, Inc. In addition to the trends discussed above, the
Company is targeting high growth, high traffic areas for its Centers. With the
assistance of data from Urban Decision Marketing, Inc. the Company found the
area off of U.S. Highway 19 in Palm Harbour, Florida to be an area of high urban
growth consistent with its target market for its first Center location.
Additional locations will be targeted in similar areas to capture what the
Company believes is its market niche.
The Company constructed its prototype Center in Palm Harbor Florida on real
property owned by the Company (hereinafter the "Prototype Center"). The
approximately one (1) acre site was purchased from Champion Hills by the
Company's predecessor for $312,500. The land was assigned to the Company along
with Steele Holdings' other assets in the reorganization. The Company entered
into a contract in the amount of $15,500 with Oliveri Architects for the design
of the Prototype Center. Equipment for the Prototype Center in the amount of
$250,000 was purchased from O'Hanrahan Consultant's, Inc. Its contract provided
for assistance with construction of the carwash and installation and operation
of the equipment. The first Center was opened on January 18, 1999. It is too
early to anticipate the profitability of operations at the first Center. Letters
of intent have been issued regarding acquisition of other Center sites but none
have been agreed upon as of January 26, 1999.
At its Prototype Center, the Company currently has four employees. The Company
anticipates that each Center will have approximately 15-20 full and part-time
employees, consisting of one manager, two assistant mangers, five to seven
clerical and sales personnel and seven to ten employees in the Center's carwash
and oil change operations. In addition, it has agreements for services with
Donald Hughes, Raymond Lipsch and Stanley Rabushka all of whom are officers
and/or founding shareholders in the Company.
One of the major areas of regulation facing the Company is waste disposal. The
Company anticipates that it will participate in a product indemnification
program with Pennzoil Products Company ("Pennzoil") for the disposal of product
waste. Under the program, a Pennzoil approved waste-oil hauler removes the oil
and lubricant waste from pre-approved containers on-site. Pennzoil will agree to
indemnify the Company against any waste oil spills or improper disposal of the
waste oil materials. In addition, the Centers are built without any drainage in
the oil change pits to prevent accidental spills. 70% of the detergent and wax
products used in the carwash are recycled within a built-in reclaim system at
the Center. No permit was required to dispose of the additional waste products
in the public sewage system.
The Company is in the development stage of conducting its business. Its
operations are subject to various risks inherent in any start-up enterprise with
no operating history. New ventures, such as the Company, frequently encounter
unforeseen problems which often require more time and capital than budgeted, and
are subject to all of the risks inherent in the organization of a new business
venture. As a result of its developmental nature and its limited history, the
Company may be expected, at least initially, to continue to sustain operating
losses.
The officers and directors of the Company have no experience operating a
business of this type. The Company is working with consultants who have
experience in the industry: John Oster, and Edward O'Hanrahan. John Oster will
be given 10,000 shares of the Company's restricted common stock in exchange for
consulting regarding carwash start-up and operation for a period of one year.
There are other carwash companies and car lube companies with more operating
experience and financial resources than the Company. Currently, only minimal
revenue has been received by the Company from operations. There can be no
assurance that the Centers will be profitable.
Business
The Company anticipates that each Center will contain a full service carwash,
car detailing station, oil change and lube bays and a retail area. The Centers
will be designed so that cars can drive through the oil and lube bays and then
drive through the carwash. The oil change and lube areas will be located in two
or three bays designed and equipped to provide oil and filter changes,
lubrication and replacement of most engine fluids. The service bays will each
feature a basement in order to eliminate the need for hydraulic lifts and allow
more than one technician to work on the car simultaneously. To increase
efficiency, one technician will work from the basement and another technician
will work at ground level. In addition to changing the oil, the technicians will
also lubricate the chassis, check and fill the transmission, brakes,
differential, power steering, window washer and battery fluids, check the air
filter and inflate the tires to the proper pressure. The Company plans to have
each Center use top-quality replacement motor oils, lubricants and filters as
part of its standard oil change. The Centers will be designed and stocked to
service almost every kind of vehicle, including foreign and older vehicles.
Certain parts and supplies offered by the Company will be sold on a consignment
basis, thereby reducing the amount of capital required for inventory.
The Company anticipates that each Center will be equipped with a 100-foot fully
automatic conveyer featuring touch free equipment. The equipment will be fully
computerized and will feature the latest technology in automated carwash
equipment. Each car will be vacuumed prior to entering the wash and window
interiors will be manually cleaned after the car exits the wash. Customers will
also be given the opportunity to choose from a variety of optional services such
as tire and interior treatment. The Company anticipates that each Center will
also feature a separate station providing complete auto detailing on an
expedited basis.
The Company plans for each Center to feature a customer lounge as well as a
snack bar with coffee, espresso and related items. The lounge will include a
retail area which will display a complete line of novelty and unique
accessories. From windows located along one wall of the retail area, customers
will be able to watch their cars as they are being washed.
The Company plans to use a computerized point of sale computer system in each
Center, enabling the Company's management to identify strengths and weaknesses
in each Center's operation. The computer system will also track customer data,
sales and employee information. Each Center's computer system will eventually be
linked to the Company's home office so that results can be analyzed by the
Company's management on a daily basis.
In addition to the Company's full-service Centers, the Company may in the future
develop one or more self-service Centers. The self-service Centers would be
placed in locations that are not large enough to otherwise be usable for a
full-service Center. Self-service Centers would probably consist of a series of
four to five bays in which customers can wash their own cars using a devise that
emits soap, pressurized water and wax. In addition, one bay may be dedicated to
a touchless carwashing machine. The Company has not determined when it may
develop self-service Centers, if ever, and accordingly, has not provided for the
development of self-service Centers in its business plans described herein.
Unless expressly stated otherwise, the use of the term "Center" throughout this
Annual Report means a full-service Center, not a self-service Center.
The Company
Swifty Carwash is a Florida Corporation formed on September 23, 1997(the
"Company"). The Company is a successor to Steele Holdings, Inc., a Florida
Corporation formed on August 13, 1997. Rachel Steele was the sole shareholder of
and President of Steele Holdings. On January 20, 1998, the Company and Steele
Holdings, Inc., were reorganized with all the assets of Steele Holdings being
transferred into the Company. All 6,000 authorized shares of common stock were
exchanged on a one to one thousand basis for shares in the Company. The real
estate owned by Steele Holdings, which was used to build the first Carwash
Center in Pinellas County, and Steele Holdings' contract with Oliveri Architects
for the design of the first carwash, were assigned to the Company for no
consideration. After the reorganization, all stock in the Company was owned by
the Company's president, Rachel Steele. Steele Holdings has conducted no other
business, held no other assets and was dissolved on October 16, 1998.
Industry Description and Outlook
The quick oil change industry is highly competitive, with many local, national
and regional chains. In addition, most automobile service centers also provide
oil change services, though not on an expedited basis. The carwash industry is
not as competitive, consisting mostly of local or regional establishments and
only a few national chains. There are relatively few carwash centers that also
provide oil changes on an expedited basis. The Company believes that by
providing both of these services at its full service Centers, the Company will
have a competitive advantage over establishments providing only one of these
services.
Business Strategy
The Company's business plan for the twelve months consists of completing the
development of its first two to three Centers and the standard operating
policies and procedures that will be applicable to all Centers. The Company has
been able to complete the first Center without the funds from its private
offering which was completed in October 1998. The second Center will require
approximately all of the funds from the Company's private offering. The Company
anticipates that over the next three years, as the fifth and sixth Centers are
being developed, the Company will also open a centralized administrative office.
Government Regulation
The Company is subject to various local, state and federal laws regulating the
discharge of pollutants into the environment. The Company believes that its
operations are in compliance in all material respects with applicable
environmental laws and regulations. Compliance with these laws and regulations
is not expected to materially affect the Company's competitive position. Even if
the Company is able to enter into the Pennzoil indemnification program, there
can be no assurance that the Company will not incur material environmental
liability in connection with any of its properties.
Marketing
The Company plans to utilize a strong advertising program to attract customers.
Using direct mail, radio, and newspaper ads, the Company plans to feature
continual specials and promotions such as ladies days and senior days.
Item 2. Description of Property
The Prototype Center began operations on January 18, 1999. It is located in Palm
Harbor, Florida, on U.S. Highway 19. The Prototype Center cost $1.2 million
dollars and the remaining Centers should cost between $800,000 and $900,000 to
construct. The subject property containing the Prototype Center consists of
approximately one (1) acre and previously received approval from Pinellas County
for site construction. A construction contract was entered into between the
Company and Brandon Construction Company for the Prototype Center construction
with the amount of $525,486 being paid to Brandon. The Company and Rachel
Steele, President of the Company, personally, entered into a promissory note
with People's Bank in the amount of $525,000 to cover the construction of the
carwash. The note has a maturity date of May 1, 2014 at a rate of one (1%)
percent in excess of the Prime Rate. Said note is secured by a mortgage on the
land owned in Pinellas County for the construction of the Prototype Center.
Sites for the other Centers have not been finalized.
Item 3. Legal Proceedings
The Company is not a party to any pending legal proceedings.
Item 4. Submission of Matters to a Vote of Security Holders
There were no matters submitted to a vote of the Company's security holders
during the fourth quarter of the Company's fiscal year.
Part II
Item 5. Market for Common Equity and Related Stockholder Matters
The Company has authorized 50,000,000 shares of common stock. The Company's
stock began trading on the Over the Counter Market on March 11, 1999. There have
been limited transactions to date. On March 15, 1999, the average high and low
price of the Company's shares was $6.00. On March 23, 1999, the average high and
low price for the Company's warrants was $1.25. These prices were obtained from
www.investools.com reports. The approximate number of holders of record of each
class of common equity securities is 28. No dividends have been declared to
date. The future dividend policy will depend upon the Company's earnings,
capital requirements, financial condition and other factors considered relevant
by the Company's Board of Directors. None of the outstanding warrants have been
exercised.
Prior to its private offering, the Company sold shares to its officers and
directors as set forth herein. Additional sales to qualifying purchasers have
been made by the officers of the Company pursuant to Regulation D, Rule 504. The
Company did not pay any sales commissions or discounts to any person for the
cash sales for any shares and no public solicitation was used. No underwriter
has participated in the sales made to date. The total offering price was one
million dollars. Each Unit sold contained 800 shares of common stock and 1,600
Common Stock Purchase Warrants. The price for each Unit was $5,000. 198.9 Units
were sold for a total consideration of $994,500 was raised under the exempt
offering.
Special Note Regarding Forward Looking Statements
This annual report on Form 10-KSB of Swifty Carwash and Quik-Lube, Inc. for the
year ended December 31, 1998 contains certain forward-looking statements within
the meaning of Section 27A of the Securities Act of 1933, as amended, and
Section 21E of the Securities Exchange Act of 1934, as amended, which are
intended to be covered by the safe harbors created thereby. To the extent that
such statements are not recitations of historical fact, such statements
constitute forward-looking statements which, by definition, involve risks and
uncertainties. In particular, statements under the Sections; Description of
Business, Business Strategy and Management's Discussion and Analysis of
Financial Condition and Results of Operations contain forward-looking
statements. Where, in any forward-looking statement, Swifty Carwash expresses an
expectation or belief as to future results or events, such expectation or belief
is expressed in good faith and believed to have a reasonable basis, but there
can be no assurance that the statement of expectation or belief will result or
be achieved or accomplished.
The following are factors that could cause actual results or events to differ
materially from those anticipated, and include but are not limited to: general
economic, financial and business conditions; labor difficulties; commodity
prices for natural gas and crude oil; the effect of weather on crude oil and
natural gas demand and consumption; competition for customer in the carwash and
oil change industries; the costs of exploration and development of petroleum
reserves; exploration risks; political risks impacting exploration and
development; unanticipated environmental liabilities; changes in and compliance
with governmental regulations; changes in tax laws; and the costs and effects of
legal proceedings.
Item 6. Management's Discussion and Analysis of Financial Condition and Results
of Operations
The following discussion and analysis should be read in conjunction with the
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. Factors that might cause
such a difference include, but are not limited to, those discussed in "Special
Note Regarding Forward-Looking Statements."
Overview
The Company is a development stage, carwash and oil change company. The Company
is considered to be in the development stage because it is devoting
substantially all of its efforts to establishing its business and because its
planned operations have just commenced in January 1999. There can be no
assurance that the Company will ever achieve profitable operations.
The Company has only a limited operating history upon which an evaluation of the
Company and its prospects can be based. In order to be successful the Company
must, among other things, successfully develop and commercialize its product
candidates, secure all necessary proprietary rights, respond to competitive
developments, and continue to attract, retain and motivate qualified persons.
There can be no assurance that the Company will be successful in addressing
these factors.
The Company's performance in the coming year will be determined by the
operations of the Prototype Center, whether the Company successfully acquires
additional Center sites. The operating expenses of the Company will depend on
several factors, including the price of petroleum and oil products, and
environmental regulations, specifically waste disposal regulations. Each of
these factors will be discussed below.
Liquidity
As of December 31, 1998, the Company incurred $758,456 in long-term debt. The
majority of this is a bank note for the purchase of equipment for the Prototype
Center. The Company anticipates that it will have to continue to expend
resources for the purchase of land 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 $800 ,000 to $900,000.
From its inception through December 31, 1998, the Company sold 1,409,222 of
Units comprised of common stock and warrants, including, $994,500 which was
raised by the Company's private offering pursuant to Regulation D. The Company
registered its common shares under the Securities and Exchange Act and became
effective on January 27, 1999. Subsequently, on March 11, 1999, the Company was
approved for trading on the OTC Bulletin Board. 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 other
Centers in the coming year. If necessary the Company will attempt to obtain
additional funding from commercial lenders to finance new Centers.
Capital Resources
The Company plans to increase its size and incur expenditures in the coming year
and include new Centers. As of December 31, substantially all of the Company's
assets are leveraged against loans to the Company for the construction of its
Prototype Center. The payment on the note will increase in 1999 to $79,500. To
date no new Center sites have been agreed upon. Upon agreeing on a particular
site, the Company will incur land, new building and equipment purchase expenses.
In anticipation of this expense, the Company has deposited $210,00 for use by
Don Hughes General Contractor, Inc. in the construction of the next Center.
Additional resources of the Company have been allocated to a six (6) year
license agreement with the Tampa Bay Buccaneers for a Luxury Suite. The
agreement required a deposit of $30,000 and then $30,000 per year with half due
on September 1, and half due on December 1 of each year. The term of the license
agreement began in 1998.
Results of Operations
Administrative and start-up expenses increased from $3,105 in 1997 to $363,290
in 1998. This was due substantially to the Company's retaining consultants and
the costs of the design and start up of the Prototype Center. The Company
expects its general and administrative expenses to increase in 1999 due to
hiring additional personnel (15-20 per Center) and incurring normal operational
expenses for its Centers. It is anticipated that should the Company obtain an
additional Center site, it plans on incurring similar building and equipment
costs. The operating costs for the Centers will consist primarily of product
inventory and wages.
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.
<PAGE>
Item 7. Financial Statements
Financial Statements
Swifty Carwash & Quik-Lube, Inc.
(A Development Stage Enterprise)
Year Ended December 31, 1998 and
Periods August 13, 1997 (Date of Inception)
through December 31, 1997 and 1998
Independent Auditors' Report
<PAGE>
Swifty Carwash & Quik-Lube, Inc.
Financial Statements
Year Ended December 31, 1998 and
Periods August 13, 1997 (Date of Inception)
through December 31, 1997 and 1998
Contents
Independent Auditors' Report on Financial Statements...........................1
Financial Statements:
Balance Sheet..............................................................2
Statements of Operations...................................................3
Statements of Changes in Stockholders' Equity..............................4
Statements of Cash Flows.................................................5-6
Notes to Financial Statements...........................................7-12
<PAGE>
Independent Auditors' Report
Board of Directors
Swifty Carwash & Quik-Lube, Inc.
(A Development Stage Enterprise)
Odessa, Florida
We have audited the accompanying balance sheet of Swifty Carwash & Quik-Lube,
Inc. (a development stage enterprise) as of December 31, 1998 and the related
statements of operations, changes in stockholders' equity, and cash flows for
the year ended December 31, 1998 and the periods August 13, 1997 (date of
inception) through December 31, 1997 and 1998. These financial statements are
the responsibility of the management of Swifty Carwash & Quik-Lube, Inc. Our
responsibility is to express an opinion on these financial statements based on
our audits.
We conducted our audits in accordance with generally accepted auditing
standards. These standards require that we plan and perform the audits 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 financial statements referred to above present fairly, in
all material respects, the financial position of Swifty Carwash & Quik-Lube,
Inc. as of December 31, 1998 and the results of its operations and its cash
flows for the year then ended and for the periods August 13, 1997 (date of
inception) through December 31, 1997 and 1998 in conformity with generally
accepted accounting principles.
Pender, Newkirk & Company
Certified Public Accountants
Tampa, Florida
March 7, 1999
<PAGE>
Swifty Carwash & Quik-Lube, Inc.
(A Development Stage Enterprise)
Balance Sheet
December 31, 1998
Assets
Current assets:
Cash $ 70,686
Loans to stockholder 38,354
Prepaid assets 144,821
--------------
Total current assets 253,861
Property and equipment not yet placed in service 1,306,212
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Other assets:
Deposit held by stockholder 210,000
Deposits 32,400
Prepaid expenses, long-term portion 157,735
Other assets 15,616
--------------
Total other assets 415,751
--------------
$ 1,975,824
==============
Liabilities and Stockholders' Equity Current liabilities:
Accounts payable $ 73,162
Payable to a stockholder 5,700
Current maturities of notes payable and long-term debt 79,500
--------------
Total current liabilities 158,362
--------------
Long-term liabilities:
Notes payable and long-term debt, less current maturities $ 695,956
Consulting contract payable in common stock 62,500
Total long-term liabilities --------------
$ 758,456
--------------
Stockholders' equity:
Common stock; $.0001 par value; 50,000,000 shares
authorized; 8,394,120 shares issued and outstanding $ 839
Paid in capital 1,409,222
Deficit accumulated during development stage (351,055)
--------------
Total stockholders' equity $ 1,059,006
--------------
--------------
$ 1,975,824
==============
Read independent auditors' report. The accompanying
notes are an integral part of the financial statements. 2
<PAGE>
Swifty Carwash & Quik-Lube, Inc.
(A Development Stage Enterprise)
Statements of Operations
Period August 13,
Year Ended 1997 through
December 31, December 31,
1998 1997 1998
----------------------------------------
Administrative and start-up expenses $ 363,290 $ 3,105 $ 366,395
Interest income 10,892 4,448 15,340
----------------------------------------
Net (loss) income $ (352,398) $ 1,343 $ (351,055)
========================================
Net loss per share $ (.04) $ 0 $ (.05)
========================================
Weighted average common shares
outstanding 8,209,478 6,000,000 7,596,950
========================================
Read independent auditors' report. The accompanying
notes are an integral part of the financial statements. 3
<PAGE>
Swifty Carwash & Quik-Lube, Inc.
(A Development Stage Enterprise)
Statements of Changes in Stockholders' Equity
Year Ended December 31, 1998 and
Periods August 13, 1997 (Date of Inception)
through December 31, 1997 and 1998
<TABLE>
<S> <C> <C> <C> <C>
Retained Earnings
Common Stock (Deficit Accumulated
------------ Paid In During Development
Shares Amount Capital Stage)
===============================================================
Common stock issued for
cash August 1997 6,000,000 $ 600 $ 149,400
Contributed capital for cash and
reimbursement of expenditures
September 1997 236,377
Income for period $ 1,343
----------------------------------------------------------------
Balance, December 31, 1997 6,000,000 600 385,777 1,343
Common stock issued January 1998 2,235,000 223 22,127
Common stock issued through
Regulation D Offering, net of
offering costs of $28,166, March
1998 through October 1998 159,120 16 966,318
Services donated by a stockholder 35,000
Loss for period (352,398)
================================================================
Balance, December 31, 1998 8,394,120 $ 839 $1,409,222 $ (351,055)
================================================================
</TABLE>
Read independent auditors' report. The accompanying
notes are an integral part of the financial statements. 4
<PAGE>
Swifty Carwash & Quik-Lube, Inc.
(A Development Stage Enterprise)
Statements of Cash Flows
<TABLE>
Year Ended Period August 13, 1997
December 31, through December 31,
1998 1997 1998
<S> <C> <C> <C>
Operating activities
Net (loss) income $ (352,398) $ 1,343 $ (351,055)
----------------------------------------------------
Adjustments to reconcile net (loss)
income to net cash (used) provided
by operating activities:
Contributed services 47,126 47,126
Increase in prepaid asset (240,056) (240,056)
Increase in accounts payable 34,957 42,662
Decrease in income taxes payable (250) 250
---------------------------------------------------
Total adjustments (158,223) 250 (150,268)
---------------------------------------------------
Net cash (used) provided by operating
activities (510,621) 1,593 (501,323)
---------------------------------------------------
Investing activities
Acquisition of building and equipment (1,133,010) (6,162) (1,166,403)
Increase in deposits and other assets (243,153) (27,948) (251,575)
---------------------------------------------------
Net cash used by investing activities (1,376,163) (34,110) (1,417,978)
---------------------------------------------------
Financing activities
Proceeds from issuance of notes payable 668,687 668,687
Payments on notes payable (2,540) (2,540)
Net proceeds from issuance of stock and
contribution of cash 969,058 379,936 1,356,494
Advances from a stockholder 3,200 5,700
Net advances to a stockholder (38,354) (38,354)
Decrease (increase) in stock payable 10,000
---------------------------------------------------
Net cash provided by financing activities 1,600,051 389,936 1,989,987
---------------------------------------------------
Net (decrease) increase in cash and
cash equivalents (286,733) 357,419 70,686
Cash and cash equivalents, beginning
of period 357,419
---------------------------------------------------
Cash and cash equivalents, end of period $ 70,686 $ 357,419 $ 70,686
===================================================
</TABLE>
Read independent auditors' report. The accompanying
notes are an integral part of the financial statements. 5
<PAGE>
Swifty Carwash & Quik-Lube, Inc.
(A Development Stage Enterprise)
Statements of Cash Flows
Supplemental disclosures of noncash investing and financing activities:
During the period August 13, 1997 (date of inception) through December 31, 1997,
the Company recorded offering costs, organizational costs, project costs, and
equipment totaling $6,441 as contributed capital that were unreimbursed
expenditures incurred by a stockholder.
During the period August 13, 1997 (date of inception) through December 31, 1997,
the Company incurred a payable in connection with the incurrence of $7,705 of
capitalized offering costs.
As of December 31, 1998, the Company reflected the construction of the carwash
facilities of $109,309 as a loan payable.
The Company paid interest during 1998 of approximately $12,800.
During 1998, the Company issued stock in satisfaction of a $10,000 stock
payable.
During 1998 and for the period from inception, the Company incurred a prepaid
asset of $62,500 in connection with its obligation to issue 10,000 shares of
stock.
Read independent auditors' report. The accompanying
notes are an integral part of the financial statements. 6
<PAGE>
Swifty Carwash & Quik-Lube, Inc.
(A Development Stage Enterprise)
Notes to Financial Statements
Year Ended December 31, 1998 and
Periods August 13, 1997 (Date of Inception)
through December 31, 1997 and 1998
1. Basis of Presentation, Reorganization, and Going Concern
Steele Holdings, Inc. (a Florida corporation) was incorporated on August 13,
1997. Swifty Carwash & Quik-Lube, Inc. (a Florida corporation) was incorporated
on September 23, 1997. On January 20, 1998, these companies entered into a plan
of reorganization whereby Steele Holdings, Inc. transferred to Swifty Carwash &
Quik-Lube, Inc. all of its assets in exchange for 6,000,000 shares of stock
which represented all of the stock outstanding of Swifty Carwash & Quik-Lube,
Inc. These shares were immediately distributed to the stockholder of Steele
Holdings, Inc. in a complete liquidation and cancellation of its stock. The
accompanying financial statements reflect this reorganization in a manner
similar to a pooling of interest and as though it occurred on August 13, 1997.
As part of the reorganization, 2,235,000 shares of stock were issued to three
officers who were considered to be founders. The Company valued these shares at
$.01 per share, an amount they determined to be a fair value based on the risk
and uncertainty of this start-up company.
2. Significant Accounting Policies
The significant accounting policies followed are:
The preparation of financial statements in accordance 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.
The Company maintains cash accounts in excess of the Federal Deposit
Insurance Corporation's insured limit of $100,000.
Property and equipment are stated at cost. Depreciation is calculated
over the useful lives of the assets. No depreciation has been recorded
in the accompanying financial statements since the equipment has not
been placed into service.
Read independent auditors' report. 7
<PAGE>
Swifty Carwash & Quik-Lube, Inc.
(A Development Stage Enterprise)
Notes to Financial Statements
Year Ended December 31, 1998 and
Periods August 13, 1997 (Date of Inception)
through December 31, 1997 and 1998
2. Significant Accounting Policies (continued)
Costs incurred in connection with private placement memorandums are
capitalized as offering costs and offset against proceeds from the
offering if successful or expensed if not successful.
Loss per share is based on the weighted average number of common shares
outstanding during each period after giving effect to the
recapitalization described in Note 1. The Company has implemented SFAS
No. 128. There is no effect on the prior loss per share amounts based on
this statement. In computing diluted earnings per share, warrants
exercisable into 318,240 shares were excluded because the effects were
antidilutive.
Deferred tax assets and liabilities are recognized for the estimated
future tax consequences attributable to differences between the
financial statements carrying amounts of existing assets and liabilities
and their respective income tax bases. Deferred tax assets and
liabilities are measured using enacted tax rates expected to apply to
taxable income in the years in which those temporary differences are
expected to be recovered or settled. The effect on deferred tax assets
and liabilities of a change in tax rates is recognized as income in the
period that included the enactment date.
The Company follows the policy of capitalizing interest as a component
of the cost of property and equipment constructed for its own use. In
1998, total interest incurred amounted to $12,794, of which none was
charged to operations.
Advertising costs are charged to operations when incurred. Advertising
expense was approximately $22,500 for the year ended December 31, 1998
and there were no advertising costs that met the criteria for
capitalization. There were no advertising costs capitalized or expensed
during 1997.
Certain minor reclassifications have been made in the 1997 financial
statements to conform to the classifications used in 1998.
Read independent auditors' report. 8
<PAGE>
Swifty Carwash & Quik-Lube, Inc.
(A Development Stage Enterprise)
Notes to Financial Statements
Year Ended December 31, 1998 and
Periods August 13, 1997 (Date of Inception)
through December 31, 1997 and 1998
3. Property and Equipment Not Yet Placed In Service
Property and equipment not yet placed in service as of December 31, 1998 consist
of:
Land and buildings $ 956,803
Furniture and fixtures 12,028
Machinery and equipment 337,381
=============
$ 1,306,212
The Company has not recorded depreciation expense on these assets as they have
not been placed in service as of December 31, 1998.
Substantially all of the Company's property and equipment are pledged as
collateral on loans as of December 31, 1998.
4. Notes Payable and Long-Term Debt
Notes payable and long-term debt as of December 31, 1998 consist of:
Note payable to bank; construction loan;
maximum amount of $525,000; interest
at prime plus 1.0% (9.25% at September
30, 1998); interest only through
May 1999; principal and interest
payments of approximately $5,000 per month
beginning June 1999 through May 2014; secured
by mortgage; personally guaranteed by the
majority stockholder $ 446,687
Note payable to bank; interest at 10.0%; $4,264
payable per month through November 2003
including interest; secured b equipment and
mortgage; personally guaranteed by the majority
stockholder 197,460
Note payable to finance company; interest at 14.9%;
payment of $522 per month including interest
through December 2003; secured by equipment 22,000
Construction draws and retainages due 109,309
--------
775,456
Less amounts currently due 79,500
========
$ 695,956
Read independent auditors' report. 9
<PAGE>
Swifty Carwash & Quik-Lube, Inc.
(A Development Stage Enterprise)
Notes to Financial Statements
Year Ended December 31, 1998 and
Periods August 13, 1997 (Date of Inception)
through December 31, 1997 and 1998
4. Notes Payable and Long-Term Debt (continued)
The construction draws and retainages due per the above represent the amounts
due under contracts for work performed through December 31, 1998. Of this
amount, $78,313 is to be advanced under the construction loan and the balance
was paid by the Company subsequent to year-end.
The following is a schedule by year of the approximate principal payments
required on the above notes as of December 31, 1998:
1999 $ 79,500
2000 60,000
2001 66,000
2002 72,800
2003 76,800
Thereafter 420,356
=========
$ 775,456
5. Income Taxes
No provision for income taxes is recorded due to the amount of tax losses
incurred since inception.
Temporary differences giving rise to the deferred tax assets consist primarily
of the deferral and amortization of start-up costs for tax reporting purposes.
Management has established a valuation allowance equal to the amount of the
deferred tax assets due to the uncertainty of realization of the benefit of the
amortization of these start-up costs.
The components of deferred tax assets at December 31, 1998 consist of the
following:
Deferred tax assets:
Start-up costs $ 110,508
Valuation allowance (110,508)
------------
Total deferred tax assets $ 0
============
Read independent auditors' report. 10
<PAGE>
Swifty Carwash & Quik-Lube, Inc.
(A Development Stage Enterprise)
Notes to Financial Statements
Year Ended December 31, 1998 and
Periods August 13, 1997 (Date of Inception)
through December 31, 1997 and 1998
6. Stock Offering
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
$1.0 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.
As of December 31, 1998, 159,120 shares of stock and 318,240 common stock
warrants have been issued under the above offering.
7. 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. During the year, the
stockholder repaid approximately $83,600. The balance of this note at December
31, 1998, together with interest, amounted to approximately $38,350.
During the year ended December 31, 1998, the president performed services for
the Company at no cost. The Board of Directors valued these services at $35,000
and recorded this amount as additional paid-in capital.
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. Included in deposits
at December 31, 1998 is $210,000 paid to the stockholder to be used on behalf of
the Company in connection with this agreement.
Read independent auditors' report. 11
<PAGE>
Swifty Carwash & Quik-Lube, Inc.
(A Development Stage Enterprise)
Notes to Financial Statements
Year Ended December 31, 1998 and
Periods August 13, 1997 (Date of Inception)
through December 31, 1997 and 1998
7. Commitments and Related Party Transactions (continued)
In November 1998, the company entered into a consulting contract with a
stockholder. The contract calls for annual compensation of $72,500 for a period
of three years.
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 a contract to
construct a car wash facility for a total contract price, including change
orders, of approximately $597,800. As of December 31, 1998, all construction
costs have been incurred under this contract.
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 December 31, 1998 is a $30,000
deposit in accordance with the terms of this agreement; the Company incurred an
expense of $24,000 during 1998. The Company is committed under this agreement
for an annual fee of $30,000 through 2003.
The Company entered into a three-year advertising promotion and publicity
agreement for $270,000. This amount has been capitalized and is being amortized
over the three-year term.
8. Warrants
At December 31, 1998, the Company had outstanding exercisable warrants to
purchase 318,240 shares of the Company's common stock of $7.25 per share. The
warrants expire on December 31, 2000. At December 31, 1998, 318,240 shares of
common stock were reserved for that purpose.
Prior to expiration, the warrants may be redeemed by the Company at a price of
$.01.
Read independent auditors' report. 12
<PAGE>
Item 8. Changes in and Disagreements with Accountants on Accounting and
Financial Disclosure
The Company has not had any disagreement with its independent auditor on any
matter of accounting principles or practices or financial statement disclosure.
Part III
Item 9. Directors, Executive Officers, Promoters and Control Persons; Compliance
With Section 16(a) of the Exchange Act
The following is a brief description of the educational and business experience
of each director, executive officer and key employee of the Company:
Rachel L. Steele, age 30, is a Director as well as President and Secretary of
the Company. Ms. Steele is a graduate of the University of Southern Florida with
a degree in Business Administration. Since graduating from college in May of
1994, Ms. Steele has spent the majority of her time managing her own investment
portfolio. In addition, Ms. Steele has from time to time provided certain
financial consulting services to individuals and corporations.
Raymond Lipsch, age 59, is a Director, Chief Executive Officer, Chief Financial
Officer and Treasurer of the Company. Mr. Lipsch attended Northwestern
University in Illinois. Mr. Lipsch has over 30 years of entrepreneurial and
management experience, specializing in the development of new companies,
developing new divisions and re-energizing troubled ones. Since 1992, Mr. Lipsch
has been engaged in the sales and marketing of insurance products, first as an
independent agent, then as a sales representative for American Express. Since
May 1994, Mr. Lipsch has been employed as a sales representative for Av-Med.
Donald C. Hughes, age 44, is a Director as well as a Vice President of the
Company. Mr. Hughes graduated from the University of Florida in 1977 with a
degree in Building Construction. In 1985, Mr. Hughes formed his own construction
company, Donald C. Hughes General Contractor, Inc., which has been in operation
for thirteen years and which engages primarily in the development and
construction of single family residences and small commercial buildings.
Stanley D. Rabushka, age 64, has been employed by the Company as a business
advisor and consultant since operations began in September 1997. Mr. Rabushka
graduated from Washington University in 1956 and 1958 with degrees of Bachelor
of Science in Engineering Physics and Master of Arts in Mathematics. After a
career involving scientific and engineering work for Emerson Electric and the
United States Government, among others, Mr. Rabushka served for more than 15
years as Vice President and General Manager for Louis Cap Company, a leading
manufacturer of men's headwear. Mr. Rabushka earned his Juris Doctoris degree
from Saint Louis University in 1977 and has been a practicing attorney since
that time with offices in St. Louis, Missouri. Mr. Rabushka, however, will not
provide legal service for the Company, as the Company has retained other counsel
for that purpose.
The above listed individuals have been officers and directors of the Company
since its reorganization on January 20, 1998. No voting arrangements exist
between them. The above persons were selected pursuant to provisions in Article
IV of the Company's By-Laws, all holding office for a period of one year or
until their successors are elected and qualified. None of the officers or
directors of the Company have been involved in legal proceedings during the past
five years which are material to an evaluation of the ability or integrity of
any director, person nominated to become a director, or executive officer of the
issuer, including any state or Federal criminal and bankruptcy proceedings.
Item 10. Executive Compensation
Name of Individual Capacities in which Aggregate Renumeration
Was received
Rachel Steele President $117,981
Raymond Lipsch Consultant $ 72,500
Donald Hughes Consultant $210,000
Stanley Rabushka Consultant $ 14,000*
*Mr. Rabushka received 1,400,000 share of common stock as partial compensation
for services. Although the initial agreement between Mr. Rabushka and the
Company valued the shares at .0463 for tax purposes , the Company determined
that the shares were to be valued at .01 and authorized the same with the
consent of Mr. Rabushka.
None of the Company's officers currently receive a salary from the Company, and
all but Ms. Steele are engaged in other enterprises on a full-time basis. Rachel
Steele has received advances during the year in lieu of salary totaling
$117,981; $83,642 of which has been repaid. As of December 31 , $38,354 remains
unpaid, and includes interest computed at eight (8%) percent. This compensation
was exchanged for services on behalf of the Company in arranging the
construction of the Prototype Center and preparing to list the Company's stock
on over-the-counter markets. In addition, Ms. Steele donated services valued by
the Company at $35,000 in preparing the Company to sell its securities
over-the-counter and working with contractors and employees to open the
Prototype Center. Although the Company anticipates entering into an employment
contract with Ms. Steele in the future, no agreements have been reached
regarding the terms of any future compensation.
Since the reorganization and through November 15 1998, Mr. Lipsch has received
compensation for consulting services totaling $72,500 pursuant to his oral
agreement for regarding the Company's private and public offerings for a time
not less then 250 hours per year. Mr. Lipsch's contract provides for this same
arrangement every calendar year expiring on November 15, 2001. The Company has
not reached any agreement regarding future compensation to Mr. Lipsch beyond
November 2001.
Don Hughes as president of Don Hughes General Contractor, Inc., who is also a
Director and Vice-President of Swifty, has entered into a contract with the
Company to provide consulting services in construction and real estate for which
a sum of $210,000 was deposited for his use. None of the funds have been used as
of the date of this offering. This arrangement is anticipated to be applied when
the second Center site is located, and to end after its construction. Mr.
Hughes' contract provides that his Corporation will provide construction
services for the Centers when agreeable to both parties. No agreements regarding
compensation beyond the terms of the aforementioned contract have been reached
between the Company and Mr. Hughes.
The above three officers of the Company may be paid a salary at some point in
the future as their responsibilities as Directors with the Company increase. At
this time, the Company does not plan on paying its Board of Directors in return
for their services as Directors.
Item 11. Security Ownership of Certain Beneficial Owners and Management
None of the officers and directors have received a salary during the past twelve
months. There are no officer or director groups. As a group, the officers and
directors of the Company own 81% of the outstanding shares of common stock. As
of March, 1999 the stock ownership of the Officers and Directors and 10%
Shareholders was as follows.
Title Name and Amt and Percent
of Address Nature of of
Class of Beneficial Owner Beneficial Ownership Class
Common Rachel L. Steele 5,940,000 71%
Stock 17521 Crawley Road
Odessa, FL 33556
Common Stanley and Arlene 1,400,000 17%
Stock Rabushka
250 South Brentwood,
Suite 4-L
St. Louis, MO 63105
Common Raymond Lipsch* 611,520 07%
Stock 19522 Michigan Avenue
Odessa, FL 33556
Common Donald Hughes* 267,720 03%
Stock 3112 Harborview Avenue
Tampa, FL 33611
Common
Stock Total 8,219,240 98%
*Don Hughes and Raymond Lipsch also own the warrants in the following number and
with the following terms:
Class Amount Exercise Price Exercise Date
Donald Hughes Class A Common Stock 65,440 7.25 12/31/00
Raymond Lipsch Class A Common Stock 23,040 7.25 12/31/00
Item 12. Certain Relationships and Related Transactions
On January 20, 1998, the Company and Steele Holdings, Inc., were reorganized
with all the assets of Steele Holdings being transferred into Swifty Carwash &
Quik-Lube, Inc. All 6,000 shares of common stock were exchanged on a one to one
thousand basis for shares in the Company. The real estate owned by Steele
Holdings, which was used to build the first Carwash Center in Pinellas County,
and Steele Holdings' contract with Oliveri Architect for the design of the first
carwash, were assigned to the Company for no consideration. After the
reorganization, all stock in the Company was owned by the Company's president,
Rachel Steele.
None of the Company's officers currently receive a salary from the Company, and
all but Ms. Steele are engaged in other enterprises on a full-time basis. Rachel
Steele has received advances during the year in lieu of salary totaling
$117,981. $83,642 of which has been repaid. As of December 31 , $38,354 remains
unpaid, and includes interest computed at eight (8%) percent. This compensation
is for services on behalf of the Company in arranging the construction of the
first Center and preparing to list the Company's stock on over-the-counter
markets. In addition, Ms. Steele donated services valued by the Company at
$35,000 in preparing the Company to sell its securities over-the-counter and
working with contractors and employees to open the Prototype Center.
Mr. Lipsch has received compensation for consulting services totaling $72,500
pursuant to his agreement regarding the private and public offerings for a time
of not less then 250 hours per year. Mr. Lipsch's contract provides for this
same arrangement every calendar year expiring on November 15, 2001.
Don Hughes as president of Don Hughes General Contractor, Inc., who is also a
Director and Vice-President of Swifty, has entered into a contract with the
Company to provide consulting services in construction and real estate for which
a sum of $210,000 was deposited for his use. None of the funds have been used as
of the date of this offering. This arrangement is anticipated to be applied when
the second Center site is located, to end after its construction. Mr. Hughes'
contract provides that his Corporation will provide construction services for
the Centers when agreeable to both parties.
The Company entered into an agreement for services and stock with Stanley
Rabushka in addition to the agreement included as an exhibit to Swifty's Form
10-SB filed on November 26, 1998. The agreement is for the term beginning April
6, 1998 and ending April 6, 2001. The amount of compensation provided by the
agreement is as approved by the Board from time to time. In addition, the
Company and Mr. Rabushka have signed an agreement for the issuance of stock.
This agreement, dated April 6, 1998, provide for common stock totaling 1,400,000
shares to be valued at .0483 cents per share for tax purposes or a total of
$67,620.00 as compensation for services. This agreement has subsequently been
modified by written action of the Company and signed by Mr. Rabushka to indicate
that the value of the stock is .01 per share.
In addition, the Company has entered into a six (6) year license agreement with
the Tampa Bay Buccaneers for a Luxury Suite. The agreement required a deposit of
$30,000 and then payments of $30,000 per year with half of that amount due on
September 1, and half due on December 1. The term of the agreement began in
1998.
Item 13. Exhibits and Reports on Form 8-K
Exhibits marked by asterisk(s) have not been included with this Annual Report on
Form 10-KSB, but instead have been incorporated by reference to other documents
filed by the Company with the Commission.
Exhibit Description Number
*(2)Plan of Acquisition, Reorganization,
Arrangement, Liquidation or Succession....................................
(3)Articles of Incorporation and By-Laws.....................................
*(a)Articles of Incorporation.............................. ..............
**(b)By-Laws...............................................................
(4)Instruments Defining the Rights of Security Holders
*(a)Subscription Agreement................................................
*(b)Warrant Agreement.....................................................
(9)Voting Trust Agreements................................................None
(10)Material Contracts........................................................
*(a)Equipment Purchase Contract...........................................
*(b)Construction Contract.................................................
*(c)Architect Contract....................................................
*(d)Consulting Contract-Donald Hughes.....................................
*(e)Employment Contract-Stanley Rabushka..................................
*(f)Promissory Note - Swifty..............................................
*(g)Promissory Note - Steele .............................................
*(h)Consulting Contract-John Oster .......................................
*(i)Raymond Lipsch Contract ..............................................
*(j)Land Purchase Contract................................................
(k) Stanley Rabushka Employment and Stock Agreement......................
(l) Tampa Bay Buccaneers Agreement.......................................
(11)Statement re: computation of per share earnings...........................
(13)Annual or quarterly reports: Form 10-Q.................................None
(16)Letter regarding Changes in Certifying Accountant......................None
(18)Letter on change in accounting principles..............................None
(21)Subsidiaries of the Registrant.........................................None
(22)Published report regarding matters submitted to vote...................None
(24)Power of Attorney......................................................None
(27)Financial Data Schedule................................................
(99)Additional Exhibits....................................................None
* Previously filed with Form 10-SB on November 23, 1998.
** Previously filed with Form 10-SBA No. 1 on February 2, 1999.
<PAGE>
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.
Swifty Carwash & Quik-Lube, Inc.
Date: March 31, 1999
By: /s/ Rachel Steele
-----------------------
Rachel Steele, President,
Secretary, Director
By: /s/ Raymond Lipsch
-----------------------
Raymond Lipsch,
Chief Executive Officer,
Chief Financial Officer,
Treasurer, Director
By: /s/ Donald Hughes
----------------------
Donald Hughes, Vice President,
Director
SWIFTY CARWASH & QUIK-LUBE, INC.
EMPLOYMENT AGREEMENT
Employment Agreement executed on April 6, 1998 (the "Agreement") by and
between Swifty Carwash & Quik-Lube, Inc. (the "Company"), a Florida corporation
having its principal place of business at 17521 Crawley Road, Odessa, Florida
33556; and Stanley D. Rabushka (the "Employee") whose address is 230 S.
Bemiston, Suite 1200, St. Louis, Missouri 63105. This agreement commemorates the
agreement reached prior to the date hereof and is executed at this time to
memorialize that prior agreement and to minimize the possibility of any
misunderstanding. The undersigned, Rachel L. Steele, President, represents and
warrants that she has the full authority to enter into this agreement on behalf
of the Company and to obligate the Company to the terms hereof, and that she has
obtained proper authorization of the board of directors of the Company in
connection therewith.
BACKGROUND INFORMATION
The Company wishes to secure the employment services of the Employee
for a definite period of time and upon the particular terms and conditions
hereinafter set forth. The Employee is willing to be so employed. Accordingly,
the parties agree as follows:
OPERATIVE PROVISIONS
1. Employment and Terms. The Company hereby employs Employee and the
latter accepts employment by the Company for the period commencing with the
inception of the corporation (the "Commencement Date") and expiring April 6,
2001 (the "Initial Term"), which employment shall be automatically extended for
unlimited successive one year periods (each a "Successor Term") unless it is
terminated during the pendency of any such term, whether Initial or Successor,
by the occurrence of one of the events described in Section 8, hereof, or at the
end of any such term by one party furnishing the other with written notice, at
least 60 days prior to the expiration of such term, of an intent to terminate
this Agreement upon the expiration of such term.
2. Duties. During the term of this Agreement, whether Initial or
Successor, the Employee shall render to the Company services described in
Exhibit "A", and shall perform such other duties as may be agreed upon between
the Company and Employee. During such period, the Employee shall use his best
efforts to promote the interests and reputation of the Company. Hours of service
to the Company during the term of this Agreement shall be as determined by
agreement between the Company and Employee.
3. Compensation. For the services to be rendered by the Employee under
this Agreement, the Employment shall receive compensation in amounts determined
from time to time by the Company's Board of Directors.
4. Reimbursement of Expenses. The Employee shall be reimbursed by the
Company for all normal and reasonable expenses necessarily incurred by him in
the performance of his obligations hereunder, subject to such reasonable
substantiation requirements as may be imposed by the Company.
5. Proprietary Information. During or after the expiration of his term
of employment with the Company, the Employee shall not communicate or divulge
to, or use for the benefit of, any individual, association, partnership, trust,
corporation or other entity except the Company, any proprietary information of
the Company received by the Employee by virtue of such employment, without first
being in receipt of the Company's written consent to do so. The term proprietary
information shall include, but not be limited to, the Company's prospective site
list, information or research concerning the carwash or oil change industries,
Company personnel or financial information and all financial or business
information relating to the Company's operations. This paragraph relates to all
written documentation related tot he Company, whether furnished to him by the
Company or compiled by him in connection with his duties. It is expressly
understood and agreed that all such information is the property of the Company
and must be immediately returned to the Company upon notice of termination
either by the Company or by the Employee. It is further understood and agreed
that non-disclosure also applies to information known to the Employee but not
reduced to written or recorded form.
6. Restrictive Covenant.
a. Scope of Covenant. The Employee shall not, within any state
within which the Company is actively engaged in the conduct of its business,
during the term of this Agreement and the two year period following termination
of such employment, for any reason, engage or become interested in, directly or
indirectly, as owner, shareholder, partner, co-venturer, director, officer,
employee, agent, consultant or otherwise, any activity which is then engaged in
by the Company, nor, during the term of this Agreement and the two year
post-termination period, employ or attempt to employ any employee or independent
contractor of the Company, or otherwise encourage or attempt to encourage any
employee or independent contractor of the Company to leave the Company's employ.
b. Divisibility of Covenant Period. If any portion of the
restrictive covenant contained herein is held to be unreasonable, arbitrary or
against public policy, each covenant shall be considered divisible both as to
time and geographic area, such that each month within the specified period shall
be deemed a separate period of time and each state shall be deemed a separate
geographical area, resulting in an intended requirement that the longest lesser
time and largest lesser geographical area determined not to be unreasonable,
arbitrary or against public policy shall remain effective and be specifically
enforceable against the Employee.
c. Covenant Independent. Each restrictive covenant on the part
of the Employee set forth in this Agreement shall be construed as a covenant
independent of any other covenant or provision of this Agreement or any other
agreement which the Employee may have, whether fully performed or executory, and
the existence of any claim or cause of action by the Employee against the
Company, whether predicated upon another covenant or provision of this Agreement
or otherwise, shall not constitute a defense to the enforcement by the Company
of any other covenant.
d. Court Proceedings. In any action or proceeding by the
Company relating to or involving the enforcement of this covenant, the Employee
hereby waives any and all right to a trial by jury with respect to the action,
proceeding, or other litigation resulting from or involving the enforcement of
this covenant. Further, in any action or proceeding by the Company to obtain a
temporary restraining order and/or preliminary injunction, the Employee hereby
agrees to waive the necessity of the Company posting an injunction bond in order
to obtain a temporary restraining order and/or motion for preliminary injunction
be granted in whole or in part and should the Company be ultimately unsuccessful
in obtaining a permanent injunction to enforce the covenant, the Employee hereby
waives any and all rights the Employee may have against the Company for any
injuries or damages, including consequential damages, sustained by the Employee
and arising directly or indirectly from the issuance of the temporary
restraining order and/or preliminary injunction.
e. Extension of Covenant Period. The period of time during
which the Employee is prohibited from engaging in the practices identified in
6(a) above shall be extended by any length of time during which the Employee is
in breach of such covenants.
f. Survival of Covenants. All restrictive covenants contained
in this Agreement shall survive the termination of this Agreement.
7. Remedies for Breach of Employee's Obligations. The parties agree
that the services of the Employee are of a personal, specific, unique and
extraordinary character and cannot be readily replaced by the Company. They
further agree that in the course of performing his services, the Employee will
have access to various types of proprietary information of the Company, which,
if released to others or used by the Employee other than for the benefit of the
Company, in either case without the Company's consent, could cause the Company
to suffer irreparable injury. Therefore, the obligations of the Employee
established under ss.ss.5 and 6 hereof shall be enforceable both at law and in
equity, by injunction, specific performance, damages or other remedy; and the
right of the Company to obtain any such remedy shall be cumulative and not
alternative and shall not be exhausted by any one or more uses thereof.
8. Termination of Employment.
a. Death. The Employee's employment hereunder shall terminate
in the event of the Employee's death. Except for any salary and benefits
accrued, vested and unpaid as of the date of any such termination and except for
any benefits to which the Employee or his heirs or personal representatives may
be entitled under and in accordance with the terms of any employee benefit plan,
policy or program maintained by the Company, the Company shall be under no
further obligation hereunder to the Employee or to his heirs or personal
representatives, and the Employee or his heirs or personal representative no
longer shall be entitled to receive any payments or any other rights or benefits
under this Agreement.
b. Disability. The Company may terminate the Employee's
employment hereunder for disability if a physician selected by the Company
determines that the Employee is substantially unable to render to the Company
services of the character contemplated by Section 2 of this Agreement, by reason
of a physical or mental illness or other condition, for more that 90 consecutive
days or for shorter aggregating more than 120 days in any period of 12
consecutive months (excluding in each case days on which the Employee shall be
on vacation). In the event of such disability, the Employee shall be entitled to
receive any salary and benefits accrued, vested and unpaid as of the date of any
such termination and any benefits to which the Employee may be entitled under
and in accordance with the terms of any employee benefit plan, policy or program
maintained by the Company; and upon the Employee's receipt of such salary and
benefits the Company shall be under no further obligation hereunder to the
Employee and the Employee no longer shall be entitled to receive any payments or
any other rights or benefits under this Agreement.
c. Termination by the Company or Employee. The Company may
terminate his employment hereunder at any time by giving the Employee 10 days
prior written notice of such termination. The Employee may at any time terminate
the Employee's employment hereunder at any time by giving the Company 10 days
prior written notice of such termination (the "Termination Notice").
9. Indebtedness of Employee. If, during the course of his employment,
Employee becomes indebted to the Company for any reason, the Company shall, if
it so elects, have the right to set-off and to collect any sums due it from the
Employee out of any amounts which it may owe to the Employee for unpaid
compensation. In the event that this Agreement terminated for any reason, all
sums owed by the Employee to the Company shall become immediately due and
payable.
10. Indemnification of Employee. The Company agrees to indemnify and
hold harmless the Employee against and in respect of all damages, including any
claim, action, demand, loss, cost, expense, liability (joint or several),
penalty, and other damage, including without limitation counsel fees and other
costs and expenses reasonably incurred in investigation or in attempting to
avoid same or oppose imposition thereof or in enforcing this indemnity,
resulting to the Employee as a result of the Employee being an officer or
employee of the Company to the fullest extent permitted by Fla. Stat.
ss.607.0850, or its successor.
11. Miscellaneous Provisions.
a. Nonassignability: Neither this agreement nor any right or
interest hereunder shall be assignable by the Employee.
b. Enforceability: If any term or condition or this agreement
shall be invalid or unenforceable to any extent or in any application, then the
remainder of this agreement, and such term or condition except to such extent or
in such application, shall not be affected thereby and each and every term and
condition of this agreement shall be valid and enforced to the fullest extent
and in the broadest application permitted by law.
c. Notice: All notices or other communications required or
permitted to be given pursuant to this Agreement shall be in writing and shall
be made by: (i) certified mail, return receipt requested; (ii) Federal Express,
Express Mail, or similar overnight delivery or courier service; or (iii)
delivery (in person or by facsimile or similar telecommunication transmission)
to the party to whom it is to be given, to the address appearing elsewhere in
this Agreement or to such other address as any party hereto may have designated
by written notice forwarded to the other party in accordance with the provisions
of this Section 11(c). Any notice or other communication given by certified mail
shall be deemed given at the time of certification thereof, except for a notice
changing a party's address which shall be deemed given at the time of receipt
thereof. Any notice given by other means permitted by this Section 11(c) shall
be deemed given at the time of receipt thereof.
d. Application of Florida Law: This agreement, and the
application or interpretation thereof, shall be governed exclusively by its
terms and by the laws of the State of Florida. Venue shall be deemed located in
Hillsborough County, Florida.
e. Counterparts: This agreement may be executed by any number
of counterparts, each of which shall be deemed an original, but all of which
together shall constitute one and the same instrument.
f. Binding Effect: Each of the provisions and agreements
herein contained shall be binding upon and enure to the benefit of the personal
representatives, devisees, heirs, successors, transferees and assigns of the
respective parties hereto.
g. Legal Fees and Costs: If a legal action is initiated by any
party to this Agreement against another, arising out of or relating to the
alleged performance or non-performance of any right or obligation established
hereunder, or any dispute concerning the same, any and all fees, costs and
expenses reasonably incurred by each successful party or his or its legal
counsel in investigating, preparing for, prosecuting, defending against, or
providing evidence, producing documents or taking any other action in respect
of, such action shall be the joint and several obligation of and shall be paid
or reimbursed by the unsuccessful party(ies).
h. Jurisdiction: The parties agree that, irrespective of any
wording that might be construed to be in conflict with this paragraph, this
agreement is one for performance in Florida. The parties to this agreement agree
that they waive any objection, constitutional, statutory or otherwise, to a
Florida court's taking jurisdiction of any dispute between them. By entering
into this agreement, the parties, and each of them understand that they might be
called upon to answer a claim asserted in a Florida court.
In witness whereof, the parties have executed this Agreement the date
first set forth above.
SWIFTY CARWASH & QUIK-LUBE, INC.
By: _________________________________
Rachel L. Steele, President
EMPLOYEE
By: _________________________________
Stanley D. Rabushka
AGREEMENT REGARDING ISSUING OF STOCK
In accordance with understandings and agreements by and between Swifty
Carwash & Quik-Lube, Inc. (the "Company"), and Stanley D. Rabushka (the
"Employee") and in consideration of services and assistance rendered to the
Company by Employee in the beginning stages of the formation of the Company and
for other good and valuable consideration, the receipt of which is hereby
acknowledged, the Company agrees to promptly issue to Employee as his property
(or his designee as indicated below) One Million Four Hundred Thousand
(1,400,000) shares of common stock of Swifty Carwash & Quik-Lube, Inc. In
accordance with Employee's instructions, this stock shall be registered in the
names of:
Stanley Rabushka and Arlene Rabushka, tenants by the entirety
The Company and Employee agrees that they shall value this stock for tax
purposes at .0483 cents per share or at total of $67,620.00 for the entire
1,400,000 shares and they agree that this is a fair and just valuation. To the
extent that such shares may not have been previously issued and/or delivered,
the Company shall promptly issue such shares and the Company shall promptly
deliver those shares to Employee. This agreement commemorates the agreement
reached prior to the date hereof and is executed at this time as confirmation of
that prior agreement. The undersigned, Rachel L. Steele, President, represents
and warrants that she has the full authority to enter into this agreement on
behalf of the Company and to obligate the Company to the terms hereof, and that
she has obtained proper authorization of the board of directors of the Company
in connection therewith.
SWIFTY CARWASH & QUIK-LUBE, INC.
By: ________________________________
Rachel L. Steele, President
EMPLOYEE
By: _________________________________
Stanley D. Rabushka
230 S. Bemiston, Suite 1200
St. Louis, Missouri 63105
TAMPA BAY BUCCANEERS
May 4, 1996
Dear Rachel:
The purpose of this letter is to evidence the agreement between you (the
"Licensee") and the Buccaneers Limited Partnership, a _____ are limited
partnership (the "Buccaneers") to enter into a Luxury Suite License Agreement
(the "License Agreement") on terms and conditions substantially similar to the
form agreement being executed by other licensees. The Licensee shall have the
right, pursuant to the License Agreement, to use and enjoy a private suite (a
"Luxury Suite") at the new football stadium (the "Stadium") to be constructed in
Tampa, Florida primarily for the exhibition of professional football games by
the Tampa Bay Buccaneers NFL football team.
1) Location: The proposed location of the Luxury Suite to be
licensed is as set forth on Exhibit 1 hereto (the "Suite").
2) Term: The term of the License Agreement shall commence at the
start of the first National Football League ("NFL") on for
which the Stadium is constructed and ready for the exhibition
of NFL football games, and shall continue for the number of
years set forth on Exhibit 1 hereto.
3) License Fee: The annual fee for the use and enjoyment of the
Suite by the Licensee during the term of the License Agreement
shall be as set forth on Exhibit 1 hereto (the "License Fee").
The License Fee shall be subject to adjustment as described in
the License Agreement. The Licensee shall pay the amounts set
forth on Exhibit 1 hereto as a security deposit (the "Security
Deposit"). The Security Deposit shall be paid in two (2)
separate payments consisting of an initial payment in the
amount described in Exhibit 1 attached hereto, which shall be
paid upon execution of this Agreement, and a second payment in
the amount described in Exhibit 1 attached hereto, which shall
be paid on or before July 1, 1998. The Security Deposit may be
commingled by the Buccaneers with their Independent funds, and
may be used by The Buccaneers for any purpose. The Security
Deposit shall be refunded to the Licensee upon expiration of
the License Agreement pursuant to the terms thereof. No
interest shall be paid to Licensee on the Security Deposit. In
the event the Licensee shall fail to make the second payment
of the Security Deposit or the enter into the License
Agreement, the Licensee shall forfeit all payments of the
Security Deposit which have been paid pursuant to the terms
hereof.
4) The Licensee and The Buccaneers shall enter in to the License
Agreement within thirty (30) days of the date of this
Agreement. Upon execution of the License Agreement by the
Licensee and The Buccaneers, the terms and conditions of the
License Agreement shall supersede all of the terms and
conditions of this letter.
Very truly yours,
BUCCANEERS LIMITED PARTNERSHIP,
a Delaware Limited Partnership
By: Tampa Bay Broadcasting, Inc.,
Its general partner
By: _______________________________
Name:__________________________
Title:_________________________
Attachments
ACKNOWLEDGED AND AGREED TO:
Swifty Carwash & Quik-Lube, Inc.
By:______________________________
(Signature)
Rachel Steele, President
<PAGE>
TAMPA BAY BUCCANEERS
LUXURY SUITE LICENSE AGREEMENT
EXHIBIT 1
Name, Address and Date: 5/4/98
Telephone No. of the Name: Swifty Carwash & Quik-Lube, Inc.
Licensee: Address: 17521 Crawley Road
Odessa, Florida
813-926-1603
Location of Suite No.: LS-074-C
Luxury Suite: (A diagram showing where the suite will be
located is attached)
Term of License Agreement: No. of Football Seasons: 6
License Fee: Annual Fee: $30,000
(subject to increase as described in the
License Agreement)
Security Deposit: Initial Security
Deposit paid
upon execution: $15,000
Remaining Security
Deposit due July 1,
1998: $7,869.60
Total Security
Deposit: $30,000
Please review the above information and initial here if it is correct: ___RS___
One Buccaneer Place * Tampa, Florida 33607 * (813) 870-2700 * Fax (813) 876-2089
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
This schedule contains summary financial information extracted from Financial
Statements for the year ended December 31, 1998, and is qualified in its
entirety by reference to such Financial Statements for the annual period ended
December 31, 1998.
</LEGEND>
<MULTIPLIER> 1
<S> <C>
<PERIOD-START> Jan-01-1998
<PERIOD-TYPE> YEAR
<FISCAL-YEAR-END> Dec-31-1998
<PERIOD-END> Dec-31-1998
<CASH> 70,686
<SECURITIES> 0
<RECEIVABLES> 0
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 253,861
<PP&E> 1,306,212
<DEPRECIATION> 0
<TOTAL-ASSETS> 1,975,824
<CURRENT-LIABILITIES> 158,362
<BONDS> 0
<COMMON> 839
0
0
<OTHER-SE> 1,058,167
<TOTAL-LIABILITY-AND-EQUITY> 1,975,824
<SALES> 0
<TOTAL-REVENUES> 0
<CGS> 0
<TOTAL-COSTS> 0
<OTHER-EXPENSES> 363,290
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 0
<INCOME-PRETAX> (352,398)
<INCOME-TAX> 0
<INCOME-CONTINUING> (352,398)
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (352,398)
<EPS-PRIMARY> (.04)
<EPS-DILUTED> 0
</TABLE>
