U.S. SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-QSB
[X] QUARTERLY REPORT UNDER SECTION 13 OR 15 (D) OF
THE SECURITIES EXCHANGE ACT OF 1934
FOR THE QUARTERLY PERIOD ENDED DECEMBER 31, 1999
[ ] Transition report under section 13 or 15(d)
of the Exchange Act.
COMMISSION FILE NUMBER 0-27153
SQUARE SHOOTER INTERNATIONAL LIMITED
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(EXACT NAME OF SMALL BUSINESS ISSUER AS SPECIFIED IN ITS CHARTER)
DELAWARE 95-4695878
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(STATE OR OTHER JURISDICTION OF (I.R.S. EMPLOYER
INCORPORATION OR ORGANIZATION) IDENTIFICATION NO.)
918 ENGLAND DRIVE, KNOXVILLE, TN 37920
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(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES)
(877) 340-0837
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(ISSUER'S TELEPHONE NUMBER)
1130 FIRETHORN WAY, KNOXVILLE, TN 37923 (423) 531-5620
(Former address and phone number if changed since last report)
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
--- ---
As of December 31, 1999, there were 16,315,406 shares of Common Stock,
$0.001 par value, of the issuer outstanding.
Transitional Small Business Disclosure Format (check one)
YES NO X
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<PAGE>
SQUARE SHOOTER INTERNATIONAL, LIMITED
(A DEVELOPMENT STAGE COMPANY)
10-QSB Quarterly Report
INDEX
PART I. FINANCIAL INFORMATION Page Numbers
Item 1. Financial Statements
BALANCE SHEETS AT DECEMBER 31, 1999 (UNAUDITED) AND
SEPTEMBER 30, 1999 2
UNAUDITED STATEMENTS OF OPERATIONS FOR THE THREE MONTHS
ENDED DECEMBER 31, 1999 AND DECEMBER 31, 1998 AND FROM
JUNE 1, 1998 (INCEPTION) TO DECEMBER 31, 1999
(UNAUDITED) 3
UNAUDITED STATEMENTS OF CASHFLOW FOR THE THREE MONTHS
ENDED DECEMBER 31, 1999 AND DECEMBER 31, 1998 AND FROM
JUNE 1, 1998 (INCEPTION) TO DECEMBER 31, 1999
(UNAUDITED) 4
NOTES TO FINANCIAL STATEMENTS 5-6
Item 2. Management's Discussion and Analysis of
Financial Condition and Results of Operations 7
PART II. OTHER INFORMATION
Item 2. Changes in Securities and Use of Proceeds 8
Item 6. Exhibits and Reports filed on Form 8-K 8
Signatures 9
1
<PAGE>
PART I FINANCIAL INFORMATION
Item 1. Financial Statements
SQUARE SHOOTER INTERNATIONAL, LIMITED
(A DEVELOPMENT STAGE COMPANY)
BALANCE SHEETS
December 31,
1999 September 30,
(Unaudited) 1999
-------------- ---------------
ASSETS
CURRENT ASSETS
Cash $ 20,530 $ 9,646
-------------- ---------------
Total Current Assets 20,530 9,646
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PROPERTY & EQUIPMENT - NET 64,270 64,270
-------------- ---------------
TOTAL ASSETS $ 84,800 $ 73,916
------------ ============== ===============
LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIENCY)
CURRENT LIABILITIES
Accounts payable $ 24,644 $ 85,672
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Total Current Liabilities 24,644 85,672
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TOTAL LIABILITIES 24,644 85,672
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STOCKHOLDERS' EQUITY (DEFICIENCY)
Common stock, $0.001 par value,
100,000,000 shares authorized,
16,315,406 and 14,500,000 shares
issued and outstanding 16,315 14,500
Additional paid-in capital 1,848,032 205,590
Accumulated deficit during
development stage (1,804,191) (231,846)
-------------- ---------------
Total Stockholders' Equity
(Deficiency) 60,156 (11,756)
-------------- ---------------
TOTAL LIABILITIES AND STOCKHOLDERS'
------------------------------------
EQUITY (DEFICIENCY) $ 84,800 $ 73,916
------------------- ============== ==============
See accompanying notes to financial statements.
2
<PAGE>
SQUARE SHOOTER INTERNATIONAL, LIMITED
(A DEVELOPMENT STAGE COMPANY)
STATEMENTS OF OPERATIONS
(UNAUDITED)
For the Period
For the Three For the Three From June 1,
Months Ended Months Ended 1998 (Inception)
December 31, December 31, to December
1999 1998 31, 1999
------------- ----------- --------------
SALES $ - - 357,029
COST OF GOODS SOLD - - 294,660
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GROSS PROFIT - - 62,369
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OPERATING EXPENSES
Contract services 1,550,190 - 1,619,988
Royalty expense - - 43,000
Travel expense 6,493 - 38,780
Research and development - - 100,835
Selling, general and
administrative 16,012 - 64,522
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Total Operating Expenses 1,572,695 - 1,867,125
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LOSS FROM OPERATIONS (1,572,695) - (1,804,756)
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OTHER INCOME 350 - 565
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LOSS BEFORE PROVISION FOR
INCOME TAX (1,572,345) - (1,804,191)
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PROVISION FOR INCOME TAXES - - -
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NET LOSS $ (1,572,345) $ - $ (1,804,191)
-------- ============= =========== ==============
Net loss per share $ (0.10) $ - $ (0.12)
============= =========== ==============
Weighted average number of
shares outstanding - basic
and diluted 15,597,529 14,500,000 14,670,992
============= =========== =============
See accompanying notes to financial statements.
3
<PAGE>
<TABLE>
<CAPTION>
SQUARE SHOOTER INTERNATIONAL, LIMITED
(A DEVELOPMENT STAGE COMPANY)
STATEMENTS OF CASH FLOWS
(UNAUDITED)
For the period
For the three For the three from June 1.
month period month period 1998
ended ended (inception) to
December 31, December 31, December 31,
1999 1998 1999
------------- ------------- ---------------
<S> <C> <C> <C>
CASH FLOWS FROM OPERATING
ACTIVITIES:
Net Loss $ (1,572,345) $ - $ (1,804,191)
Adjustments to reconcile net
loss to net cash used in
operating activities:
Stock issued to consultants 1,500,000 - 1,500,000
Changes in assets and
liabilities:
Accounts payable (61,028) - 24,644
------------- ------------- ---------------
Net Cash Used In
Operating Activities (133,373) - (279,547)
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CASH FLOWS FROM INVESTING
ACTIVITIES:
Purchase of property and
equipment - - (64,270)
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Net cash used in
investing activities - - (64,270)
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CASH FLOWS FROM FINANCING
ACTIVITIES:
Proceeds from private
placement, net of offering
cost 144,257 - 364,347
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Net cash provided by
financing activities 144,257 - 364,347
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INCREASE IN CASH AND CASH
EQUIVALENTS 10,884 - 20,530
CASH AND CASH EQUIVALENTS -
BEGINNING OF PERIOD 9,646 - -
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CASH AND CASH EQUIVALENTS
-------------------------
- END OF PERIOD $ 20,530 $ - $ 20,530
--------------- ============= ============= ===============
</TABLE>
See accompanying notes to financial statements.
4
<PAGE>
SQUARE SHOOTER INTERNATIONAL, LIMITED
(A DEVELOPMENT STAGE COMPANY)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
AS OF DECEMBER 31, 1999
NOTE 1 BASIS OF PRESENTATION
The accompanying unaudited interim consolidated financial statements
have been prepared in accordance with generally accepted accounting
principles and the rules and regulations of the Securities and
Exchange Commission for interim financial information. Accordingly,
they do not include all the information and footnotes necessary for
a comprehensive presentation of financial position and results of
operations.
It is management's opinion, however, that all adjustments
(consisting of normal recurring adjustments) have been made which
are necessary for a fair financial statements presentation. The
results for the interim period are not necessarily indicative of the
results to be expected for the year.
For further information, refer to the financial statements and
footnotes included in the Company's Form 8-K/A filed on November 8,
1999.
NOTE 2 STOCKHOLDERS' EQUITY
(A) Issuance of Common Stock for Cash
During the three months ended December 31, 1999, the Company issued
115,406 shares of common stock for proceeds of $144,257.
(B) Issuance of Common Stock for Services
During the three months ended December 31, 1999, 1,200,000 common
shares were issued for services to a consultant. The shares were
valued at $1,500,000, based upon recent issuance of Square Shooter
International Limited common stock sold pursuant to private
placements.
(C) Recapitalization
Pursuant to the merger discussed in Note 3, the 500,000 shares of
United Raceway common stock that were outstanding at the merger date
were recorded on the Company's books at par value with an offsetting
charge to paid-in capital of $500. The accumulated deficit, in the
amount of $61,946, of United Raceways at the time of merger was also
charged to paid-in capital.
5
<PAGE>
SQUARE SHOOTER INTERNATIONAL, LIMITED
(A DEVELOPMENT STAGE COMPANY)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
AS OF DECEMBER 31, 1999
NOTE 3 MERGER
On November 5, 1999, Square Shooter International, LLC consummated
an Agreement and Plan of Merger with United Raceways, Inc. The
agreement called for the members of Square Shooter International,
LLC to convert their units into 14,500,000 shares of United
Raceways, Inc. common stock. Upon completion of the merger, Square
Shooter International, LLC was dissolved and United Raceways, Inc.
was the surviving entity. United Raceways then changed its name to
Square Shooter International Limited. This business combination was
treated as a recapitalization of Square Shooter International, LLC.
6
<PAGE>
Item 2. Management's Discussion and Analysis of Financial Condition
and Results of Operations
The following discussion relates to the results of our operations for the
period, and our financial condition:
General
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Square Shooter's business is the development, manufacture and marketing through
wholesale and retail outlets, of a line of water and organic-based fertilizer
delivery systems for the lawn and garden markets. The Company has been a
development-stage company with its activities consisting primarily of continued
research and development, test marketing of products and raising of funds.
Merger
------
On November 5, 1999, Square Shooter International, LLC consummated an Agreement
and Plan of Merger with United Raceways, Inc. The agreement called for the
members of Square Shooter International, LLC to convert their units into
14,500,000 shares of United Raceways, Inc. common stock. Upon completion of the
merger, Square Shooter International, LLC was dissolved and United Raceways,
Inc. was the surviving entity. United Raceways then changed its name to Square
Shooter International Limited. This business combination was treated as a
recapitalization of Square Shooter International, LLC.
RESULTS OF OPERATIONS - THREE MONTHS ENDED DECEMBER 31, 1999
------------------------------------------------------------
The following discussion and analysis below should be read in conjunction with
the financial statements, including the notes thereto, appearing elsewhere in
this report.
For the period since inception (June 1, 1998) through December 31, 1999, during
the Company's development stage, the Company has a $20,500 cash balance, and has
generated a net loss of ($1,804,191). While there were no revenues generated
during the current period, the Company had total operating expenses of
$1,572,695, consisting of $1,550,190 for consulting services provided to the
Company during its development stage, (of which $1,500,000 was for stock issued
to consultants), $16,012 for general and administrative expenses and $6,492 for
travel expense. There were no operations for the comparable period a year ago.
In this period, the Company completed a test marketing program for its lawn
sprinkling products at a major home improvement retail chain. The Company was
also successful in qualifying for purchase of its lawn sprinkling products at
the largest retail chain in the United States.
FINANCIAL CONDITION AND LIQUIDITY
---------------------------------
The Company has an ongoing need to finance its activities. To date, the Company
has funded these cash requirements by offering and selling its Common Stock
through private placements of its securities. For the current period, the
Company received $144,257 in cash proceeds from the sale of its common stock.
The Company intends to seek financing in the current year from continued sales
of its securities through private placements, issuance of debt securities, bank
borrowings and may offer its securities in a public offering.
7
<PAGE>
PART II OTHER INFORMATION
Item 2. Changes in Securities and Use of Proceeds
Recent Sales of Unregistered Securities
During the three months ended December 31, 1999 the Company made the
following issuances and sales of securities in reliance upon the exemption
provided by Section 4(2) of the Securities Act of 1933.
On November 5, 1999, the merger date between United Raceways and Square
Shooter LLC, pursuant to the merger agreement, 14,500,000 common shares were
issued by the Company in exchange for membership units, 4,862,000 of which
shares were issued to non-affiliate employees and consultants. The
employee/consultant shares were registered under Securities Act of 1933 Form
S-8, as amended.
During the three months ended December 31, 1999, the Company sold 115,406
shares of common stock to accredited investors for cash proceeds of $144,257.
During the three months ended December 31, 1999, the Company issued an
aggregate 1,200,000 common shares for consulting services. The Company has
valued these shares at $1,500,000.
Item 6. Exhibits and Reports filed on Form 8-K
(a) Exhibits
Exhibit No. Description
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27 Financial Data Schedule
(b) Reports on Form 8-K
None.
8
<PAGE>
SIGNATURES
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In accordance with the requirements of the Securities Exchange Act of 1934,
the registrant caused this report to be signed on its behalf by the undersigned,
thereunto duly authorized.
SQUARE SHOOTER INTERNATIONAL LIMITED
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Registrant
June 15, 2000 By: /s/ Edgar O. Harman
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Edgar O. Harman
Chief Financial Officer
(Principal Financial Officer)
9
<PAGE>
EXHIBIT INDEX
Exhibit No. Description
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27 Financial Data Schedule
10
