SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549
Form 8-K/A
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report
SwiftyNet.Com, Inc.
(Exact name of registrant as specified in its charter)
Florida 0-25097 65-078-3722
(State or other jurisdiction (Commission (IRS Employer
incorporation) File Number) Identification No.)
17521 Crawley Road, Odessa, FL 33556
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code
(813) 926-1603
(Former name or former address, if changed since last report.)
NA
<PAGE>
Item 2. Acquisition or Disposition of Assets.
On December 17, 1999, SwiftyNet,.Com, Inc. purchased all of the
outstanding shares of Rankstreet.Com, Inc. ("Rankstreet"), in exchange for
4,000,000 shares of Common Stock. Rankstreet is developing a world wide web site
to provide comparative statistical analysis of Internet advertising. Rankstreet
is a Florida corporation that was formed on October 28, 1999. Its assets consist
primarily of the service contributions of its three shareholders and a $10,000
contract for software development. SwiftyNet.Com issued 2,000,000 shares of
common stock to the three principal shareholders of Rankstreet (the
"Principals") at closing. Once the Rankstreet.com web site is fully functional
and available for customer usage, the Principals shall receive an additional
1,000,000 shares. One year from the date that the Rankstreet web site is
advertised for use by the general public, the Principals shall receive 1,000,000
more common shares. In determining the amount of shares issued as consideration
in this transaction, the Company considered valuations of other start-up
Internet companies, but had no independent valuation. Pursuant to the purchase
agreement, the Principals have an option to purchase 51% of Rankstreets'
outstanding shares 30 days following a successful initial public offering of
Rankstreets' securities for seventy-five thousand dollars ($75,000).
Item 5. Other Events.
Effective November 30, 1999, Shareholder, Donald Hughes, is the
owner of Donald C. Hughes, Inc. the services of which the Company anticipated
using in the construction of additional car wash centers. Toward this end, the
Company had deposited $210,000 in an account for future use by Mr. Hughes.
Since the Company has decided to devote substantial resources to its Internet
business, the Company is accepting the return of 52,500 shares of common stock
from Mr. Hughes valued at $4.00 per share and will release all funds on account
for Mr. Hughes.
Item 7. Financial Statements and Exhibits.
INDEPENDENT ACCOUNTANTS' REPORT
Board of Directors
Rankstreet.com, Inc.
Tampa, Florida
We have audited the accompanying balance sheet of Rankstreet.com, Inc., (a
development stage enterprise) as of December 17, 1999 and the related statements
of operations, changes in stockholders' equity, and cash flows from inception
(October 28, 1999) through December 17, 1999. These financial statements are the
responsibility of the management of Rankstreet.com, Inc. Our responsibility is
to express an opinion on these financial statements based on our audit.
We conducted our audit in accordance with generally accepted auditing standards.
These standards require that we plan and perform the audit to obtain reasonable
assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation.
We believe that our audit 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 Rankstreet.com, Inc. as of
December 17, 1999 and the results of its operations and its cash flows for the
period then ended in conformity with generally accepted accounting principles.
/s/ Pender Newkirk & Company
Certified Public Accountants
Tampa, Florida
January 31, 2000
<PAGE>
RANKSTREET.COM, INC.
(A DEVELOPMENT STAGE ENTERPRISE)
BALANCE SHEET
DECEMBER 17, 1999
ASSETS
Current assets
Cash and cash equivalents $ -
Other
Software under development 6,465
-----------------
Total Assets $ 6,465
=================
LIABILITIES AND STOCKHOLDERS' EQUITY
==================================================
Current liabilities
Accrued expenses $ 4,475
Due to related company 1,990
-----------------
Total current liabilities 6,465
-----------------
Stockholders' equity
Common stock; $.01 par value; 10,000 shares
authorized, issued and outstanding 100
Additional paid in capital 1,990
Deficit accumulated during the development stage (2,090)
-----------------
Total stockholders' equity -
-----------------
Total Liabilities and Stockholders' Equity $ 6,465
=================
Read Independent Auditors' Report
See accompanying notes to financial statements.
<PAGE>
RANKSTREET.COM, INC.
(A DEVELOPMENT STAGE ENTERPRISE)
STATEMENT OF OPERATIONS
FOR THE PERIOD FROM INCEPTION (OCTOBER 28, 1999)
THROUGH DECEMBER 17, 1999
Revenues $ -
Start-up expenses 2,090
-----------------
Net loss $ (2,090)
=================
Net loss per common share $ (.21)
=================
Weighted average common shares outstanding 10,000
=================
Read Independent Auditors' Report
See accompanying notes to financial statements
<PAGE>
RANKSTREET.COM, INC.
(A DEVELOPMENT STAGE ENTERPRISE)
STATEMENT OF STOCKHOLDERS' EQUITY
FOR THE PERIOD FROM INCEPTION (OCTOBER 28, 1999)
THROUGH DECEMBER 17, 1999
<TABLE>
<CAPTION>
Deficit
Accumulated
Additional During the Total
Paid in Development Stockholders'
Shares Par Value Capital Stage Equity
------ --------- ---------- ---------- -------------
<S> <C> <C> <C> <C> <C>
Initial capitalization,
(October 28, 1999) 10,000 $ 100 $ - $ - $ 100
Additional capital
contributed by stockholders - - 1,990 - 1,990
Net loss - - - (2,090) (2,090)
------ --------- ---------- ----------- ------------
Balance, December 17, 1999 10,000 $ 100 $ 1,990 $ (2,090) $ -
====== ========= ========== =========== ============
</TABLE>
Read Independent Auditors' Report
See accompanying notes to financial statements
<PAGE>
RANKSTREET.COM, INC.
(A DEVELOPMENT STAGE ENTERPRISE)
STATEMENT OF CASH FLOWS
FOR THE PERIOD FROM INCEPTION (OCTOBER 28, 1999)
THROUGH DECEMBER 17, 1999
<TABLE>
<CAPTION>
<S> <C>
Cash flows from operating activities
Net loss $ (2,090)
---------------
Adjustment to reconcile net loss to net cash used in operating activities:
Unreimbursed expenses contributed to capital by stockholders 2,090
Total adjustments ---------------
2,090
---------------
Net cash used in operating activities -
Cash flows from investing activities -
Cash flows from financing activities -
---------------
Net increase in cash and cash equivalents -
Cash and cash equivalents, beginning of period -
---------------
Cash and cash equivalents, end of period $ -
===============
Supplemental disclosure of noncash investing and financing activities:
Costs accrued for software under development $ 6,465
===============
</TABLE>
Read Independent Auditors' Report
See accompanying notes to financial statements
<PAGE>
RANKSTREET.COM, INC.
(A DEVELOPMENT STAGE COMPANY)
NOTES TO FINANCIAL STATEMENTS
DECEMBER 17, 1999
(1) Summary of Significant Accounting Policies:
The following is a summary of the more significant accounting policies and
practices of Rankstreet.com, Inc. (the Company) which affect the accompanying
financial statements.
(a) Organization and operations--The Company was incorporated on October
28, 1999, to develop, operate and maintain a website designed to compare
ongoing internet statistical data for visitor traffic amongst business
websites in real time.
(b) Presentation--The Company has devoted substantially all its efforts to
develop its software and has no revenues. Therefore, these financial
statements have been prepared in accordance with Statement of Financial
Accounting Standards No. 7 Accounting and Reporting by Development Stage
Enterprises.
(c) Use of estimates--The preparation of financial statements in
conformity with generally accepted accounting principles requires
management to make estimates and assumptions that effect certain reported
amounts and disclosures. Accordingly, actual results could differ from those
estimates.
(d) Cash and cash equivalents--For the purposes of reporting cash flows,
the Company considers all highly liquid investments with an original maturity
of three months or less to be cash equivalents.
(e) Software under development--The Company follows SOP 98-1, Accounting
for the Costs of Computer Software Developed or Obtained for Internal Use.
Costs incurred during the application stage are capitalized, costs incurred
during the preliminary project stage and the post implementation/operational
stage are expensed. No depreciation has been recorded in the accompanying
financial statements since the software has not been complete or placed in
service.
(f) Deferred income taxes--Deferred tax assets and liabilities are
recognized for the estimated future tax consequences attributable to
differences between the financial statement carrying amounts of existing
assets and liabilities and their respective income tax bases. Deferred tax
assets and liabilities are measured using enacted rates expected to apply to
taxable income in the years in which those temporary differences are expected
to be recovered or settled.
(g) Loss per common share--Loss per common share is computed using the
weighted average of shares outstanding during the period presented in
accordance with Statement of Financial Accounting Standards No. 128 Earnings
Per Share.
(h) Start-up costs--The initial costs incurred to organize the Company
are expensed when incurred.
(i) Advertising--Advertising costs are expensed when incurred. No
advertising was incurred for the period presented.
Read Independent Auditors' Report
See accompanying notes to financial statements
<PAGE>
RANKSTREET.COM, INC.
(A DEVELOPMENT STAGE COMPANY)
NOTES TO FINANCIAL STATEMENTS
DECEMBER 17, 1999
(2) Commitments and Related Party Transactions:
The Company issued 10,000 shares of stock to the founding shareholders at par
value, which is $.01 per share.
Thunderland Corporation, a Company controlled by one of the Company's
shareholders, paid certain software development costs on behalf of the
Company in the amount of $1,990. This amount is recorded as a liability in the
accompanying financial statements.
Certain unreimbursed administrative expenses of the Company were incurred by two
stockholders, both before and after the Company's incorporation on October 28,
1999. The Company recorded $2,090 as administrative expense and as an increase
in stockholders' equity.
The Company has a verbal agreement with three consultants, located in Russia,
for the first phase of programming development of the Company's website. The
initial phase is expected to cost $10,000 when complete. At December 17, 1999,
Phase I of the development is estimated to be sixty percent complete. The
consultants were paid $1,525 during the period and the balance of $4,475 has
been accrued in the accompanying financial statements.
(3) Acquisition of Company:
Effective December 17, 1999, all the outstanding stock of the Company was
acquired by SwiftyNet.com, Inc.
(4) Income Taxes:
The Company has incurred a taxable loss during the period and therefore has not
recorded a tax provision. The Company has not recognized any deferred tax asset
due to the uncertainly of it's realization.
Read Independent Auditors' Report
See accompanying notes to financial statements
<PAGE>
Signatures
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
Date: February 14, 2000 SwiftyNet.Com, Inc.
/S/ Rachel Steele
------------------------
Rachel Steele, President
