SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
Amendment No. 1
FORM 8-K/A
CURRENT REPORT
Pursuant to Section 13 or 15(d) of
The Securities Exchange Act of 1934
Date of Report (Date of earliest event reported):
November 10,1999
SQUARE SHOOTER INTERNATIONAL, LTD.
Exact Name of registrant as specified in its charter)
DELAWARE 0-27153 95-4695878
-------- ------- ----------
(State or other jurisdiction (Commission (I.R.S. Employer
of incorporation or organization) File No.) Identification No.)
1130 FIRETHORN WAY
KNOXVILLE, TN 37923
(Address of Principal Executive Offices)
(Zip Code)
(423) 531-5620
(Registrant's telephone number)
860 Via De La Paz, Suite E-1, Pacific Palisades, California 9272
(Former address)
<PAGE>
This Current Report on Form 8-K/A amends the Current Report on Form 8-K filed on
November 10, 1999.
Item 1. Change in Control of Registrant
Item 2. Acquisition or Disposition of Assets.
On November 5,1999, United Raceways, Inc., a Delaware corporation
("United") entered into an Agreement and Plan of Merger (the "Merger Agreement")
with Square Shooter International, LLC ("Square Shooter"), a Delaware Limited
Liability Company. Pursuant to the terms of the Merger Agreement, and subject to
the conditions set forth herein (including approval of the transaction by the
shareholders), Square Shooter will be merged with and into United (the
"Merger"). At the effective time of the merger, the separate existence of Square
Shooter will cease and will be merged with United.
Upon completion of the Merger, there shall be 15,000,000 shares of United
common stock issued and outstanding, subject to such adjustments, held as
follows: 14,500,000 common shares held by the shareholders of Square Shooter and
500,000 common shares held by the existing shareholders of United.
Square Shooter is an emerging irrigation products company building upon a
unique combination of patented products, services and strategic relationships.
Square Shooter has developed a patented technology known as square sprinkling
device. The patented technology allows an impact sprinkler to produce excellent
water coverage with 40%-60% water savings. The sprinkler discharges water in a
square pattern as opposed to a traditional circle pattern. The product has been
third party tested for coverage. All units are manufactured in Taiwan under
strict quality control steps with a Taiwanese-speaking Company employee/owner
overseeing manufacturing.
On the Merger Date, Square Shooter shall be merged into United. United
shall be the surviving corporation in accordance with the applicable laws of the
State of Delaware. United Raceways will file with the Delaware Secretary of
State to change its name to Square Shooter International, Ltd.
Restricted Unrestricted % of Total
Shareholders Shares Shares Shares owned
------------ ---------- ------------ ------------
Calvin Shieh and 3,912,000 400,000 28.7
Re-Li Shieh
Harold Roberts 3,838,000 300,000 27.6
First Walker Family
Trust Sally J. Rogers, 365,000 9.7
Trustee
Daniel Wayne Brookshire
and Jayne A. Brookshire 768,000 200,000 6.5
<PAGE>
Item 5. Other Events
On November 5, 1999, United Raceways, Inc ("United") received and accepted
the resignation of officers Larry Todt as President, George Todt as Secretary
and James Walters as Vice President. On that same date, Officer, Calvin Shieh
was appointed President and CEO, Dan Brookshire, Vice President and Wayne Story
was appointed CFO by action of Unanimous Written Consent. Appointed Directors
included: Harold Roberts, Chairman, Calvin Shieh, Dan Brookshire and Ed Harman.
On March 24, 2000, Harold Roberts resigned as Chairman of the Board of
Directors of Square Shooter International, Ltd. while retaining his seat on the
Board of Directors. Also on March 24, 2000, Dan Brookshire was named as the
successor Chairman of the Board of Directors; Graham E. Gill was elected as an
additional member of the Board of Directors; and Edgar Harman was appointed to
replace Wayne Story as Chief Financial Officer. Pursuant to the terms of the
Bylaws of Square Shooter International, Ltd., each director is to serve for a
one year term or until the next succeeding annual meeting of shareholders where
directors are elected, whichever occurs last.
ITEM 7. Financial Statements and Exhibits.
The registrant hereby amends its report on Form 8-K filed on November 10,
1999 by deleting the response to Item 7 and replacing it with the following:
(a) Financial statements of business acquired.
Included as Exhibit 99.2 and incorporated herein by reference.
(c) Exhibits
2.1 Agreement and a Plan of Merger, dated November 5, 1999, by and
between United Raceways, Inc., a Delaware Corporation and Square
Shooter International, LLC, a Delaware Limited Liability Company*
99.1 Press Release issued by United Raceway, Inc. and Square Shooter
International, LLC on November 8, 1999*
99.2 The following financial statements of Square Shooter International,
LLC together with the report by Weinberg & Co. for the periods
stated therein:
Balance Sheet as of September 30, 1999
Statements of Operations and Members' Deficiency for the year
ended September 30, 1999 and for the period from June 1, 1998
(Inception) to September 30, 1999
Statement of Cash Flow for the year ended September 30, 1999 and
for the period from June 1, 1998 (Inception) to September 30,
1999
Notes to Financial Statements as of September 30, 1999.
<PAGE>
SIGNATURE
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.
SQUARE SHOOTER INTERNATIONAL, LTD.
Amendment No. 1
Date: March 31, 2000 By: /s/ Calvin Shieh
-----------------------------
President and Chief Executive
Officer
EXHIBIT 99.2
SQUARE SHOOTER INTERNATIONAL, LLC
(A DEVELOPMENT STAGE ENTERPRISE)
FINANCIAL STATEMENTS
AS OF SEPTEMBER 30, 1999
<PAGE>
SQUARE SHOOTER INTERNATIONAL, LLC
(A DEVELOPMENT STAGE ENTERPRISE)
CONTENTS
PAGE 1 INDEPENDENT AUDITORS' REPORT
PAGE 2 BALANCE SHEET AS OF SEPTEMBER 30, 1999
PAGE 3 STATEMENTS OF OPERATIONS AND MEMBERS' DEFICIENCY FOR THE
YEAR ENDED SEPTEMBER 30, 1999 AND FOR THE PERIOD FROM JUNE
1, 1998 (INCEPTION) TO SEPTEMBER 30, 1999
PAGE 4 STATEMENT OF CASH FLOW FOR THE YEAR ENDED SEPTEMBER 30, 1999
AND FOR THE PERIOD FROM JUNE 1, 1998 (INCEPTION) TO
SEPTEMBER 30, 1999
PAGES 5 - 10 NOTES TO FINANCIAL STATEMENTS AS OF SEPTEMBER 30, 1999
<PAGE>
INDEPENDENT AUDITORS' REPORT
To the Members of:
Square Shooter International, LLC
We have audited the accompanying balance sheet of Square Shooter International,
LLC (a development stage enterprise) as of September 30, 1999 and the related
statements of operations and members deficiency, and cash flows for the year
then ended and for the period from June 1, 1998 (inception) to September 30,
1999. These financial statements are the responsibility of the Company's
management. Our responsibility is to express an opinion on these financial
statements based on our audit.
We conducted our 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 provides 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 Square Shooter International,
LLC (a development stage enterprise) as of September 30, 1999 and the result of
its operations and its cash flows for the year then ended and for the period
from June 1, 1998 (inception) to September 30, 1999, in conformity with
generally accepted accounting principles.
The accompanying financial statements have been prepared assuming that the
Company will continue as a going concern. As discussed in Note 7 to the
financial statements, the Company's recurring losses from research and
development activities and operations and the working capital deficiency of
$76,026 raise substantial doubt about its ability to continue as a going
concern. Management's plan in regards to these matters is also described in Note
7. The financial statements do not include any adjustments that might result
from the outcome of this uncertainty.
WEINBERG & COMPANY, P.A.
Boca Raton, Florida
January 19, 2000
1
<PAGE>
SQUARE SHOOTER INTERNATIONAL, LLC
(A DEVELPOMENT STAGE ENTERPRISE)
BALANCE SHEET
AS OF SEPTEMBER 30, 1999
ASSETS
------
CURRENT ASSETS
Cash $ 9,646
---------------
Total current assets 9,646
Property and equipment, net 64,270
----------------
TOTAL ASSETS $ 73,916
- ------------ ================
LIABILITIES AND MEMBERS' DEFICIENCY
-----------------------------------
CURRENT LIABILITIES
Accounts payable $ 85,672
----------------
Total current liabilities 85,672
Members' deficiency during development stage (11,756)
----------------
TOTAL LIABILITIES AND MEMBERS' DEFICIENCY $ 73,916
- ----------------------------------------- ================
See accompanying notes to financial statements
2
<PAGE>
SQUARE SHOOTER INTERNATIONAL, LLC
(A DEVELPOMENT STAGE ENTERPRISE)
STATEMENT OF OPERATIONS AND MEMBERS' DEFICIENCY
FOR THE PERIOD
FOR THE FROM JUNE 1,
YEAR ENDED 1998 (INCEPTION
SEPTEMBER TO SEPTEMBER
30, 1999 30, 1999
--------------- ---------------
Sales $ 357,029 $ 357,029
Cost of goods sold 294,660 294,660
------------ -----------
Gross profit 62,369 62,369
------------ -----------
Operating expenses
Contract services 69,798 69,798
Royalty expense 43,000 43,000
Travel expense 32,287 32,287
Research and development 5,233 100,835
Selling, general and administrative 48,510 48,510
------------ -----------
Total operating expense 198,828 294,430
------------ -----------
Loss from operations (136,459) (232,061)
------------ -----------
Other income
Interest income 215 215
------------ -----------
Net Loss (136,244) (231,846)
- --------
Members' equity, beginning of period - -
Member contributions 124,488 220,090
------------ -----------
Members' deficiency, end of period $ (11,756) $ (11,756)
============ ===========
See accompanying notes to financial statements
3
<PAGE>
SQUARE SHOOTER INTERNATIONAL, LLC
(A DEVELOPMENT STAGE ENTERPRISE)
STATEMENT OF CASH FLOWS
FOR THE PERIOD
FOR THE FROM JUNE 1,
YEAR ENDED 1998 (INCEPTION
SEPTEMBER TO SEPTEMBER
30, 1999 30, 1999
-------------- ---------------
CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss $ (136,244) $ (231,846)
Adjustment to reconcile net loss to
net cash used in operating activities:
Expenses paid by members - 95,602
Changes in assets and liabilities
Increase in:
Accounts payable 85,672 85,672
----------- -----------
Net cash used in operating activities (50,572) (50,572)
----------- -----------
CASH FLOWS FROM INVESTING ACTIVITIES:
Purchase of property and equipment (64,270) (64,270)
----------- -----------
Net cash used in investing activities (64,270) (64,270)
----------- -----------
CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from private placement, net of
offering costs 124,488 124,488
----------- -----------
Net cash provided by financing activities 124,488 124,488
----------- -----------
INCREASE IN CASH AND CASH EQUIVALENTS 9,646 9,646
CASH AND CASH EQUIVALENTS
- BEGINNING OF YEAR - -
----------- -----------
CASH AND CASH EQUIVALENTS - END OF YEAR $ 9,646 $ 9,646
- --------------------------------------- =========== ===========
Schedule of Non-Cash Financing Activities:
- ------------------------------------------
During 1998 members incurred research and development expenses totaling $95,602
on behalf of the Company. Such expenses were recorded as research and
development expenses which were charged to operations during 1998 and as
contributed capital as of September 30, 1998.
See accompanying notes to financial statements
4
<PAGE>
SQUARE SHOOTER INTERNATIONAL, LLC
(A DEVELOPMENT STAGE ENTERPRISE)
NOTES TO FINANCIAL STATEMENTS
AS OF SEPTEMBER 30, 1999
NOTE 1 SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES AND ORGANIZATION
- ------- -----------------------------------------------------------
(A) Organization
Square Shooter International, LLC (a development stage
enterprise) (the "Company") was formed as a limited liability
company under the provisions of the Delaware Limited Liability
Act on June 1, 1998 to develop and sell, through various
wholesale and retail outlets, patented lawn sprinklers. Under
the provisions of the LLC Agreement the Company will cease and
dissolve on or before June 1, 2023 and the members have
limited liability.
The Company's ability to commence regular operations is
contingent upon its ability to raise the capital it will
require through the issue of equity, securities, debt
securities, bank borrowing or a combination thereof. (See Note
3). The Company is operating as a development stage enterprise
with its current activities consisting primarily of continued
research and development, test marketing of products and
raising of funds. The Company's revenues to date have
consisted of products sold to be test marketed by a national
home improvement store chain. (See Note 6)
(B) Use of Estimates
The accompanying financial statements have been prepared in
accordance with generally accepted accounting principles. The
preparation of financial statements in conformity with
generally accepted accounting principles requires management
to make estimates and assumptions that affect the reported
amounts of assets and liabilities, and the 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.
(C) Cash and Cash Equivalents
For purposes of the cash flow statements, the Company
considers all highly liquid investments with original
maturities of three months or less at the time of purchase to
be cash equivalents.
5
<PAGE>
SQUARE SHOOTER INTERNATIONAL, LLC
(A DEVELOPMENT STAGE ENTERPRISE)
NOTES TO FINANCIAL STATEMENTS
AS OF SEPTEMBER 30, 1999
NOTE 1 SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES AND ORGANIZATION
- ------- -----------------------------------------------------------
(Continued)
(D) Property and Equipment
Property and equipment consisting of molds are stated at
cost, less accumulated depreciation. Expenditures from
maintenance and repairs are charged to expense as incurred.
Depreciation will be provided using the units of production
method.
(E) Revenue Recognition
The Company recognizes income from the sale of products at the
time of shipment. For product sales during 1999 (See Note 5
and 6), the sales contract stipulated that there were no
credits or returns allowed.
(F) Research and Development Costs
Research and development cost are charged to operations as
incurred. Research and development expense for the year ended
September 30, 1999 was $5,233 and for the cumulative period
from June 1, 1998 through September 30, 1999 totaled $100,835.
(See Note 2)
(G) Income Taxes
The financial statements include only those assets,
liabilities, and results of operations of members which relate
to the business of the Company. The Company is taxed as a
partnership and is not subject to income tax. No provision has
been made for Federal and State income taxes as this is the
personal responsibility of the members.
(H) Advertising Expense
In accordance with Accounting Standards Executive Committee
Statement of Position 93-7 ("SOP 93-7") costs incurred for
producing and communicating advertising of the Company are
charged to operations as incurred.
6
<PAGE>
SQUARE SHOOTER INTERNATIONAL, LLC
(A DEVELOPMENT STAGE ENTERPRISE)
NOTES TO FINANCIAL STATEMENTS
AS OF SEPTEMBER 30, 1999
NOTE 1 SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES AND ORGANIZATION
- ------- -----------------------------------------------------------
(continued)
(I) Financial Instruments
The Company follows statements of Financial Accounting
Standards No. 107 "Disclosure About Fair Value of Financial
Instruments". Financial instruments which potentially expose
the Company to concentrations of credit risk consist
principally of advances received. At September 30, 1999 the
carrying value of accounts payable and advances received for
stock subscription approximated fair market value.
(J) Segment Information
The Company follows Statement of Financial Accounting
Standards No. 131 "Disclosures About Segments of an
Enterprise and Related Information". During 1999, the
Company operations consisted of start-up expenditures and
product test marketing, therefore, segment disclosure has
not been presented.
(K) New Accounting Pronouncements
The financial accounting Standards Board has recently issued
several new accounting pronouncements. Statement No. 133,
"Accounting for Derivative Instruments and Hedging
Activities", as amended by Statement No. 137, establishes
accounting and reporting standards for derivative instruments
and related contracts and hedging activities. This statement
is effective for all fiscal quarters and fiscal years
beginning after June 15, 2000. The Company believes that its
adoption of these pronouncements will not have a material
effect on the Company's financial position or results of
operations.
7
<PAGE>
SQUARE SHOOTER INTERNATIONAL, LLC
(A DEVELOPMENT STAGE ENTERPRISE)
NOTES TO FINANCIAL STATEMENTS
AS OF SEPTEMBER 30, 1999
NOTE 2 PROPERTY AND EQUIPMENT
- ------- ----------------------
Property and equipment at September 30, 1999 consisted of the
following:
Molds $ 64,270
Less accumulated depreciation -
=============
$ 64,270
=============
There was no depreciation expense for the year ended September
30, 1999 since these are new molds that have not yet been
placed in service. All previous molds, which will no longer be
used, have been charged to operations during 1999 as research
and development costs.
NOTE 3 PRIVATE PLACEMENT
- ------- -----------------
The company issued a Private Placement Memorandum in June 1999
pursuant to Regulation D, Rule 506 of the Securities Act of
1933, as amended, to offer 1,000,000 units each consisting of
one share of the company's common stock at $1.25 per share.
Sales of the units will be made only to accredited investors,
as defined in Rule 501 under the Securities Act of 1933, as
amended. As of August 1999, the company has received paid
subscriptions for 100,000 shares aggregating $125,000, at
which point the offering was closed. The company's net
proceeds after offering expenses was $124,488. The company
intends to use the proceeds of the offering for research and
development costs, and for general working capital
requirements.
NOTE 4 LICENSE AGREEMENT AND ROYALTY EXPENSE
- ------ -------------------------------------
On May 5, 1998, as amended, the Company entered into an
Exclusive Licensing Agreement ("the Agreement"), for rights to
sell patented sprinkler systems. The Agreement calls for a
minimum royalty payment of $25,000 for the first 50,000 units,
$.50 per unit from 50,001 to 250,000, $.40 from 250,001 to
500,000, $.35 per unit and all units greater than 500,001. The
Agreement requires a minimum of 50,000 units to be produced
for the Company to retain the exclusive rights to all
licenses. During the year ended September 30, 1999 the Company
incurred royalty expense of $43,000.
8
<PAGE>
SQUARE SHOOTER INTERNATIONAL, LLC
(A DEVELOPMENT STAGE ENTERPRISE)
NOTES TO FINANCIAL STATEMENTS
AS OF SEPTEMBER 30, 1999
NOTE 5 CONCENTRATIONS OF SUPPLIERS AND MAJOR CUSTOMERS
During the fiscal 1999, the Company used one supplier to
produce 100% of the Company's products.
During the fiscal 1999, 100% of the Company's revenues were
derived from sales to one customer. (See Note 6).
NOTE 6 DISTRIBUTOR AGREEMENT
The Company entered into an agreement to supply lawn sprinkler
products exclusively to a national home improvement store
chain. During the year, the store chain test marketed the
product in several locations. The store chain held the
exclusive right to market the products until December 31, 1999
at which time the company was allowed to sell to other
customers.
NOTE 7 GOING CONCERN
As reflected in the accompanying financial statements, the
Company has accumulated net losses of $231,846 and a working
capital deficiency of $76,026. The ability of the Company to
continue as a going concern is dependent on the Company's
ability to raise additional capital and implement its business
plan. The financial statements do not include any adjustments
that might be necessary if the Company is unable to continue
as a going concern.
In November 1999, the Company was acquired by an inactive
public shell company in a transaction accounted for as a
recapitalization of the Company. (See Note 8(A)). Management
believes that actions presently being taken to obtain funding
and generate new sales provide the opportunity for the Company
to continue as a going concern.
9
<PAGE>
SQUARE SHOOTER INTERNATIONAL, LLC
(A DEVELOPMENT STAGE ENTERPRISE)
NOTES TO FINANCIAL STATEMENTS
AS OF SEPTEMBER 30, 1999
NOTE 8 SUBSEQUENT EVENTS
(A) Merger Agreement
On November 5, 1999, Square Shooter International, LLC entered
into and consummated an Agreement and Plan of Merger (the
"Agreement") with United Raceways, Inc., a public shell with
no operations, incorporated in Delaware ("United Raceways")
whereby all of the members in Square Shooter, International,
LLC had their units converted into 14,500,000 shares or
approximately 97% of the common stock of United Raceways. Upon
completion of the merger, Square Shooter International, LLC
was dissolved and United Raceways was the surviving entity.
United Raceways then changed its name to Square Shooter
International, Ltd.
Under Generally Accepted Accounting Principles, a company
whose stockholders receive over fifty percent of the stock of
the surviving entity in a business combination is considered
the acquirer for accounting purposes. Accordingly, the
transaction was accounted for as an acquisition of United
Raceways by Square Shooter International, LLC and a
recapitalization of Square Shooter International, LLC. The
financial statements subsequent to the acquisition includes
the following: (1) the balance sheet consists of the net
assets of United Raceways at historical costs and the net
assets of the Company at historical cost; (2) the statement of
operations consists of the operations of the Company for the
period presented and the operations of United Raceways from
the recapitalization date. The Company had a total of
15,000,000 shares of common stock outstanding, upon completion
of the merger.
(B) Common Stock Issuances
In December 1999, the company issued 1,200,000 shares of its
common stock for services valued at $1.25 per share based upon
the recent cash offering price (see Note 3). The company
recognized $1,500,000 in compensation expense.
10
