U.S. Securities and Exchange Commission
Washington, D.C. 20549
FORM 10-QSB/A
(Amendment No. 1)
(X) QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the quarterly period ended March 31, 2000
OR
( ) TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT
For the transition period from __________ to __________.
Commission File No. 0-26885
Speedlane.com, Inc.
(Exact name of registrant as specified in its charter)
Nevada 820511729
(State of Incorporation) (IRS Employer ID #)
165 University Ave.
Palo Alto, California 94301
(Address of Principal Executive Offices)
650-322-4500
(Issuer's Telephone Number, Including Area Code)
Plume Creek, Inc.
1408 Westwood Court
Sandpoint, Idaho 83864
(Former Name and Address)
Check whether the issuer (1) filed all reports required to be filed by
Sections 13 or 15(d) of the Exchange Act during the past 12 months
(or 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 ____ No X
State the number of shares outstanding of each of the issuer's classes
of common equity as of the latest practicable date.
Class: Common Stock, par value $.01 per share
Outstanding shares as of May 31, 2000: 48,472,562
1
<PAGE>
PART I
FINANCIAL INFORMATION
Item 1. Financial Statements
SPEEDLANE.COM, INC.
(A Development Stage Company)
(i) BALANCE SHEETS
MARCH 31, 2000 and 1999
ASSETS
March 31, 2000 March 31, 1999
(Unaudited) (Unaudited)
--------------- ----------------
CURRENT ASSETS
Accounts Receivable $ 4,967 $ 8,437
Cash - Operating Account 8,917 16,993
Inventory 41,000
Prepaid & Refundable Taxes 135,682 9,336
Advances 4,900 147,509
--------------- ----------------
TOTAL CURRENT ASSETS 195,466 182,275
FIXED ASSETS
Property Plant & Equipment 20,117 7,202
Accumulated Depreciation (7,919) -
--------------- ----------------
TOTAL FIXED ASSETS 12,198 7,202
OTHER ASSETS
Deposits 31,221 3,500
--------------- ----------------
TOTAL OTHER ASSETS 31,221 3,500
TOTAL ASSETS $ 238,885 $ 192,977
=============== ================
2
<PAGE>
SPEEDLANE.COM, INC.
(A Development Stage Company)
(ii) BALANCE SHEETS
MARCH 31, 2000 and 1999
LIABILITIES AND EQUITY
March 31, 2000 March 31, 1999
(Unaudited) (Unaudited)
--------------- ----------------
CURRENT LIABILITIES
Accounts Payable $ 74,372 $ 2,908
Short-term Notes Payable 452,250
Accrued Payroll Taxes 4,888 3,983
Accrued Interest Payable 5,423
--------------- ----------------
TOTAL CURRENT LIABILITIES 536,933 6,891
EQUITY
Common Stock (200,000,000 shares
authorized, 48,472,562 issued and
outstanding, par value $0.005 per share) 242,363 262,372
Deferred Compensation (2,133,000)
Additional Paid-in-Capital 2,915,366 219,558
Income/(deficit) Accumulated During
the Development Stage (1,322,777) (295,844)
--------------- ----------------
TOTAL EQUITY (298,048) 186,086
TOTAL LIABILITIES AND EQUITY $ 238,885 $ 192,977
=============== ================
3
<PAGE>
SPEEDLANE.COM, INC.
(A Development Stage Company)
(iii) INCOME STATEMENT
FOR THE THREE MONTHS ENDED MARCH 31, 2000 and 1999 and for the
Period from March 25, 1970 (inception) to March 31, 2000
<TABLE>
<CAPTION>
Three Months Ended Three Months Ended March 25, 1970
March 31, 2000 March 31, 1999 (Date of Inception) to
(Unaudited) (Unaudited) March 31, 2000
---------------------- --------------------- ----------------------
<S> <C> <C> <C>
REVENUES $ 42,715 $ 93,433 $ 1,179,194
EXPENSES 420,613 60,619 (2,171,236)
NET LOSS FROM OPERATIONS (377,898) (992,042)
---------------------- ---------------------
LOSS FROM DISCONTINUED OPERATIONS (330,735)
----------------------
NET INCOME (LOSS) $ (377,898) $ 32,814 $ (1,322,777)
====================== ===================== ======================
HISTORICAL BASIC AND DILUTED INCOME (LOSS)
PER SHARE $ (0.01) - $ (0.03)
====================== ===================== ======================
WEIGHTED AVERAGE NUMBER SHARES OUTSTANDING 37,685,762 11,871,932 11,309,650
====================== ===================== ======================
</TABLE>
4
<PAGE>
SPEEDLANE.COM, INC.
(A Development Stage Company)
(iv) STATEMENT OF CASH FLOWS
FOR THE THREE MONTHS ENDED MARCH 31, 2000 and 1999 and for the
Period from March 25, 1970 (inception) to March 31, 2000
<TABLE>
<CAPTION>
Three Months Ended Three Months Ended March 25, 1970
March 31, 2000 March 31, 1999 (Date of Inception) to
March 31, 2000
---------------------- --------------------- ----------------------
<S> <C> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES
Cash received from operations
$ 42,715 $ 91,384 $ 1,369,735
Amounts paid to suppliers and employees (335,428) (179,078) (2,537,427)
Income taxes paid (128,912) (135,682)
-----------------------------------------------------------------------
Net Cash Flows From Operating Activities (421,625) (87,694) (1,303,374)
CASH FLOWS FROM INVESTING ACTIVITIES
Purchase of equipment (4,339) (365) (20,117)
Deposits (23,371) (31,221)
Stock offering costs (5,000) (5,000)
-----------------------------------------------------------------------
Net Cash Flows From Investing Activities (32,710) (365) (56,338)
CASH FLOWS FROM FINANCING ACTIVITIES
Proceeds from short-term notes payable 452,250 452,250
Issuance of common stock 39,500 242,463
Advances 57,210 (4,900)
Additions to paid in capital 674,866
-----------------------------------------------------------------------
Net Cash Flows From Financing Activities 452,250 96,710 1,364,679
NET INCREASE IN CASH (2,085) 8,651 4,967
CASH AT BEGINNING OF PERIOD 9,275 (214) 0
CASH AT END OF PERIOD $ 7,190 $ 8,437 $ 4,967
====================== ===================== ======================
</TABLE>
5
<PAGE>
SPEEDLANE.COM, INC.
(A Development Stage Company)
(v) STATEMENT OF CHANGES TO STOCKHOLDERS' EQUITY
for the Period from March 25, 1970 (date of inception) to March 31, 2000
------------------------------------------------------------------------
Deficit
Accumulated
Additional During the
Common Paid-in Development
Stock Capital Stage Total
---------------------------------------
At Inception, March 25, 1970 - - - -
1970 - 150,000 shares issued for mining -
rights for $1.00 per share 750 149,250 150,000
1970 - 18,345 shares issued for
services
for $2.00 per share 92 18,253 - 18,345
1972 - 22,700 shares issued for
services
for $1.00 per share 114 22,586 - 22,700
1973 - 17,490 shares issued for
services
for $1.00 per share 87 17,403 - 17,490
1974 - 15,100 shares issued for
services
for $1.00 per share 76 15,024 - 15,100
1975 - 6,000 shares issued for services
for $1.00 per share 30 5,970 - 6,000
1976 - 6,000 shares issued for services
for $1.00 per share 30 5,970 - 6,000
1977 - 6,000 shares issued for services
for $1.00 per share 30 5,970 - 6,000
1978 - 8,400 shares issued for services
for $1.00 per share 42 8,358 - 8,400
1979 -12,700 shares issued for services
for $1.00 per share 63 12,637 - 12,700
1981 - 5,000 shares issued for services
for $1.00 per share 25 4,975 - 5,000
1983 - 3,000 shares issued for services
for $1.00 per share 15 2,985 - 3,000
1984 - 10,000 shares issued for
services
for $1.00 per share 50 9,950 - 10,000
1987 - 50,000 shares issued for
services
for $1.00 per share 250 49,750 - 50,000
Net loss from inception through
December 31, 1996 (330,735) (330,735)
---------------------------------------
Balance December 31, 1996 1,654 329,081 (330,735) -
Net loss for the year ended December
31, 1997
---------------------------------------
Balance December 31, 1997 1,654 329,081 (330,735) -
6
<PAGE>
SPEEDLANE.COM, INC.
(A Development Stage Company)
(vi) STATEMENT OF CHANGES TO STOCKHOLDERS' EQUITY
for the Period from March 25, 1970 (date of inception) to March 31, 2000
------------------------------------------------------------------------
Deficit
Accumulated
Additional During the
Common Paid-in Development
Stock Capital Stage Total
---------------------------------------
Balance December 31, 1997 - Continued 1,654 329,081 (330,735) -
1,830 shares issued for services for
$1.00 per
share on July 15, 1998 9 1,821 - 1,830
2,000,000 shares issued for services
for $.0025 per
share on October 20, 1998 10,000 (5,000) - 5,000
2,000,000 shares issued for services
for $.0025
per share on December 8, 1998 10,000 (5,000) - 5,000
11,989,000 shares issued for cash for
$0.001 per share
January 2, 1998 11,340 - - 11,340
44,000 shares issued for cash for
$0.001 per share
January 2, 1998 44 - - 44
48,000 shares issued for cash for
$0.42 per share
February 4, 1998 20,000 - - 20,000
36,000 shares issued for cash for
$0.42 per share
February 4, 1998 15,000 - - 15,000
24,000 shares issued for cash for
$0.42 per share
February 4, 1998 10,000 - - 10,000
12,000 shares issued for cash for
$0.42 per share
February 4, 1998 5,000 - - 5,000
24,000 shares issued for cash for
$0.42 per share
February 4, 1998 10,000 - - 10,000
22,000 shares issued for cash for
$0.42 per share
March 31, 1998 9,240 - - 9,240
22,000 shares issued for cash for
$0.42 per share
April 4, 1998 9,240 - - 9,240
32,000 shares issued for cash for
$0.42 per share
May 1, 1998 20,000 - - 20,000
Buyback of 12,000 shares for cash for
$0.84 per
share on May 31, 1998 (10,000) - - (10,000)
Net loss for the year ended December 7,077 7,077
31, 1998
---------------------------------------
Balance December 31, 1998 121,527 320,902 (323,658) 118,771
7
<PAGE>
SPEEDLANE.COM, INC.
(A Development Stage Company)
(vii) STATEMENT OF CHANGES TO STOCKHOLDERS' EQUITY
for the Period from March 25, 1970 (date of inception) to March 31, 2000
------------------------------------------------------------------------
Balance December 31, 1998 - continued 121,527 320,902 (323,658) 118,771
2,000 shares issued for cash for $5.00
per share
February 19, 1999 10,000 - - 10,000
5,000 shares issued for cash for $5.00
per share
March 15, 1999 25,000 - - 25,000
Net income for the period ended March 32,814 32,814
31, 1999
---------------------------------------
Balance March 31, 1999 156,527 320,902 (290,844) 186,585
20,000 shares issued for cash for
$5.00 per share
March 17, 1999 100,000 - - 100,000
2,000 shares issued for cash for $5.00
per share
March 9, 1999 10,000 - - 10,000
2,000 shares issued for cash for $5.00
per share
March 16, 1999 10,000 - - 10,000
200 shares issued for cash for $5.00
per share
March 16, 1999 1,000 - - 1,000
500 shares issued for cash for $5.00
per share
March 17, 1999 2,500 - - 2,500
200 shares issued for cash for $5.00
per share
March 24, 1999 1,000 - - 1,000
2,000 shares issued for cash for $5.00
per share
July 7, 1999 10,000 - - 10,000
2,000 shares issued for cash for $5.00
per share
July 7, 1999 10,000 - - 10,000
4,000 shares issued for cash for $5.00
per share
July 7, 1999 20,000 - - 20,000
4,000 shares issued for cash for $5.00
per share
July 7, 1999 20,000 - - 20,000
2,000 shares issued for cash for $5.00
per share
July 7, 1999 10,000 - - 10,000
4,000 shares issued for cash for $5.00
per share
July 7, 1999 20,000 - - 20,000
10,000 shares issued for cash for
$5.00 per share
July 7, 1999 50,000 - - 50,000
10,000 shares issued for cash for
$5.00 per share
July 7, 1999 50,000 - - 50,000
2,000 shares issued for cash for $5.00
per share
July 7, 1999 10,000 - - 10,000
2,000 shares issued for cash for $5.00
per share
July 7, 1999 10,000 - - 10,000
4,000 shares issued for cash for $5.00
per share
8
<PAGE>
SPEEDLANE.COM, INC.
(A Development Stage Company)
(viii) STATEMENT OF CHANGES TO STOCKHOLDERS' EQUITY for the Period from March
25, 1970 (date of inception) to March 31, 2000
July 7, 1999 20,000 - - 20,000
250,000 shares issued for services for
$5.00 per share, August 20, 1999 1,250,000 1,250,000
---------------------------------------
Subtotal 511,027 1,570,902 (290,844) 1,791,085
1,000 shares issued for cash for $5.00
per share
August 9, 1999 5,000 - - 5,000
2,000 shares issued for cash for $5.00
per share
August 14, 1999 10,000 - - 10,000
99,550 shares issued for services for
$5.00 per
share, August 19, 1999 - 497,750 - 497,750
1,000 shares issued for cash for $5.00
per share
August 19, 1999 5,000 - - 5,000
99,550 shares issued for services for
$5.00 per
share, August 19, 1999 - 497,750 - 497,750
1,000 shares issued for cash for $5.00
per share
August 19, 1999 5,000 - - 5,000
2,000 shares issued for cash for $5.00
per share
August 19, 1999 10,000 - - 10,000
3,000 shares issued for cash for $5.00
per share
August 19, 1999 15,000 - - 15,000
800 shares issued for cash for $5.00
per share
August 19, 1999 4,000 - - 4,000
1,000 shares issued for cash for $5.00
per share
August 13, 1999 5,000 - - 5,000
1,000 shares issued for cash for $5.00
per share
August 16, 1999 5,000 - - 5,000
2,000 shares issued for cash for $5.00
per share
August 19, 1999 10,000 - - 10,000
260 shares issued for cash for $5.00
per share
August 19, 1999 1,300 - - 1,300
1,000 shares issued for cash for $5.00
per share
August 19, 1999 5,000 - - 5,000
1,000 shares issued for cash for $5.00
per share
August 19, 1999 5,000 - - 5,000
Stock offering costs - (5,000) - (5,000)
Net loss for the year ended December - - (654,035) (654,035)
31, 1999
Net loss for the period ended March (377,898) (377,898)
31, 2000 ---------------------------------------
---------------------------------------
596,327 2,561,402(1,322,777)1,834,952
9
<PAGE>
SPEEDLANE.COM, INC.
(A Development Stage Company)
(ix) STATEMENT OF CHANGES TO STOCKHOLDERS' EQUITY
for the Period from March 25, 1970 (date of inception) to March 31, 2000
------------------------------------------------------------------------
Balance forward 596,327 2,561,402(1,322,777)1,834,952
Reverse acquisition of Plume
Creek,Inc.
issuance of stock and recapitalization
of par
value at $0.05 per share (353,964) 353,964
---------------------------------------
Balance March 31, 2000 242,363 2,915,366(1,322,777)1,834,952
=======================================
10
<PAGE>
Speedlane.com, Inc.
(A Development Stage Company)
Notes to Condensed Financial Statements
for the three months ending March 31, 2000 and 1999,
and for the period from March 25, 1970 (inception) to March 31, 2000
NOTE 1.
2. Basis of Presentation
The accompanying unaudited, condensed financial statements reflect all normal
recurring adjustments which are in the opinion of management, necessary to
present a fair statement of the condensed financial position at March 31, 1999
and 2000, and the condensed statements of income and cash flows for the
three-month periods ending March 31, 2000 and 1999 and for the period from March
25, 1970 (inception) to March 31, 2000.
The accompanying condensed financial statements have been prepared in accordance
with the instructions for Form 10Q and, therefore, do not include all
information, and footnotes necessary for a complete presentation of the results
of operations, the financial position, and cash flows, in conformity with
generally accepted accounting principles.
The preparation of financial statements requires management to make estimates
and assumptions that affect the amounts reported in the financial statements and
accompanying notes. Actual results could differ from those estimates.
The results of operations for the interim period ended March 31, 2000 are not
necessarily indicative of the results to be expected for the full year.
NOTE 2.
Development Stage Operations
The Company was formed in 1970, originally as a mining company. On March 23,
2000 the Company merged with Speedlane, Inc., a software development company.
The company is currently a development stage company, because to date it has not
generated significant revenue and it has not commenced its planned principal
operations. The company expects to commence its planned principal operations on
or about April 1, 2000.
NOTE 3.
(removed)
11
<PAGE>
Speedlane.com, Inc.
(A Development Stage Company)
Notes to Condensed Financial Statements (continued)
for the three months ending March 31, 2000 and 1999,
and for the period from March 25, 1970 (inception) to March 31, 2000
NOTE 4.
Stockholders' Equity-Deferred Compensation
In August 1999 450,000 shares were sold to service providers for $.01 per share.
The shares had a market value of $5.00 per share. Because of the ongoing nature
of the services provided, the company has elected to charge the additional
compensation to expense ratably over five years beginning January 1, 2000. The
current charge is $112,500.
NOTE 5.
Inventory
Inventories are stated at the lower of cost or market value. Components of
inventory consist of finished products available for sale in the amount of
$41,000 at March 31, 2000.
NOTE 6.
Notes Payable
The Company has entered into various "Bridge Loans" which are due and payable
upon the completion of the funding of the pending Private Placement offering of
the Company. Interest accrues on the loans at 11% per annum. As of March 31,
2000, $452,250.00 is the outstanding principle balance due on the loans. The
funding of the Private Placement is expected to occur before December 31, 2000.
12
<PAGE>
Speedlane.com, Inc.
(A Development Stage Company)
Notes to Condensed Financial Statements (continued)
for the three months ending March 31, 2000 and 1999,
and for the period from March 25, 1970 (inception) to March 31, 2000
NOTE 6. (continued)
The following is a summary of the bridge loans to March 31, 2000:
Number of
Days
Date Amount Interest to 3/31/00 Accrued
Rate Interest
----------------------------------------------------------------
1/26/00 25,000 11% 65 489.73
2/4/00 25,000 11% 56 421.92
2/17/00 25,000 11% 43 323.97
--------------
1,235.62
1/26/00 50,000 11% 65 979.45
1/28/00 25,000 11% 63 474.66
2/16/00 25,000 11% 44 331.51
2/16/00 25,000 11% 44 331.51
2/24/00 25,000 11% 36 271.23
2/24/00 25,000 11% 36 271.23
2/24/00 25,000 11% 36 271.23
3/6/00 150,000 11% 25 1,130.14
3/16/00 27,250 11% 15 126.04
----------- --------------
Total Total
Amount of Accrued
Loan 452,250 Interest 5,422.62
=========== ==============
Note 7.
Income Taxes
The Company has cumulative losses at March 31, 1999 and March 31, 2000, that
could result in a net operating loss carryforwards for federal income tax
purposes. Ownership changes in The Company may result in an annual limitation on
the utilization of operating loss carryforwards.
13
<PAGE>
Speedlane.com, Inc.
(A Development Stage Company)
Notes to Condensed Financial Statements (continued)
for the three months ending March 31, 2000 and 1999,
and for the period from March 25, 1970 (inception) to March 31, 2000
Note 8.
Property and Equipment
Property and Equipment consists of computer equipment stated at cost.
Depreciation is computed utilizing the straight-line method, at rates based on
the estimated useful lives, for financial reporting purposes. The accelerated
cost recovery method is utilized for federal income tax purposes. Property,
Plant, and Equipment consisted of the following at :
March 31, 2000 March 31, 1999
------------------ ---------------
Computer Equipment $ 20,118 $ 10,845
Less Accumulated (7,919) (3,643)
Depreciation
--------------- ---------------
12,198 7,202
=============== ===============
Note 9.
Basis of Consolidation
The accompanying financial statements have been prepared to give effect to the
exchange completed on the 23th of March, 2000. The two companies in the exchange
are:
Speedlane.com, Inc., a Nevada Corporation, (formerly Plume Creek, Inc.,
A development stage company), "The Company" and Speedlane, Inc., a
California Corporation
After the exchange, The Company owned all of the outstanding shares of
Speedlane, Inc. The exchange is accounted for utilizing the pooling of interests
method. All assets are reflected at historical cost. For purposes of the
proforma statements of stockholder's equity, multiple transactions are
considered to have taken place concurrently. All subsequent references to the
company means the combined entity.
Reorganization
The following are the principal terms with respect to the exchange of share
of capital stock of Speedlane.com, Inc. (The Company), a Nevada Corporation,
formerly Plume Creek, Inc., (A development stage company), for the shares of
Speedlane, Inc., a California Corporation.
14
<PAGE>
Speedlane.com, Inc.
(A Development Stage Company)
Notes to Condensed Financial Statements (continued)
for the three months ending March 31, 2000 and 1999,
and for the period from March 25, 1970 (inception) to March 31, 2000
Pre-Exchange Capitalization
The following is a summary of the pre-exchange capitalization:
o Plume Creek, Inc.
Articles of Incorporation were filed with the State of Nevada. 250,000 shares
were authorized at a par value of .001per share or $25,000.
o Amendment was filed on June 09, 1999 changing the shares authorized to
100,000,000 and the par value per share to .005.
o Per the December 31, 1999 Form 10KSB total shares authorized were
200,000,000; shares issued were 4,332,565 at a par value per share of .005 or
$21,663.
Equity Conversion Mechanics
The following is a summary of the equity conversion mechanics, for the merger
of Speedlane, Inc. into Plume Creek, Inc.
o Plume Creek, Inc. issued 42,240,000 shares of its stock to Speedlane.
o Plume Creek, Inc. issued 1,900,000 shares of its stock to Chadbourne
Securities as part of the facilitation of the merger.
o Calculation of total Plume Creek, Inc. shares issued and outstanding
after the merger:
o Plume Creek, Inc. shares outstanding:
o prior to the merger 4,332,562
o amount of shares issued to Speedlane 42,240,000
o amount of shares issued to Chadbourne 1,900,000
-----------
Total shares issued and outstanding 48,472,562
----------
Par value per share .005
-----------
Par value of shares issued and outstanding $ 242,363
===========
Post Exchange Mechanics
After the exchange the capitalization consisted of 48,472,562 shares of common
stock issued and outstanding.
15
<PAGE>
Item 2. Management's Discussion and Analysis of Financial Condition and
Results of Operations
Overview
Speedlane.com, Inc., formerly known as Plume Creek, Inc. (the "Company"),
was incorporated in 1970 under the laws of the State of Idaho, under the name
Plume Creek Silver Mines, Inc. From 1970 to 1984, the Company engaged in initial
exploration and assessment of its claims and the construction of mining roads
and tunnels. On June 17, 1999, the Company changed its domicile to Nevada. From
1984 to March 2000, the Company was inactive and undertook no business
operations. On March 23, 2000 the Company consummated its reverse acquisition
with Speedlane, Inc. ("Old Speedlane") and changed its name to Speedlane.com,
Inc.
As a result of the reverse acquisition, Speedlane acquired the business
assets of Old Speedlane. Old Speedlane provided internet-enabling technologies,
product and services for consumer and business use. Pursuant to the acquisition
agreement, the directors and officers of the Company resigned and the management
of Old Speedlane filled the vacancies, and the former shareholders of Old
Speedlane obtained 87.1 % of the Company's total voting power. After the reverse
acquisition, the Company continues the business of Old Speedlane.
Results of Operations
Revenues. The Company generates revenues primarily through sales of
software that enhances the websurfing experience to customers. It recognizes
revenues when the software is sold, most often in a credit card transaction.
Management believes that growth in revenue will come from additional penetration
in markets currently served by competitors, expansion of complementary product
lines to existing and new customers, and its memory module sales division. The
Company has spent, and will continue to spend, significant resources on research
and development, as well as marketing.
Cost of Revenues. Cost of revenues consists of advertising costs and
processing costs. These costs are expensed in the period when services are
rendered and are generally proportional to the number of customers. The Company
does not currently anticipate that inflation will have a material impact on its
results of operations.
Sales and Marketing. Sales and marketing expenses include fees paid to
third-party sales agents, marketing and sales support functions. In an effort to
increase revenues, user base and brand awareness, the Company expects to
increase significantly the amount of spending on sales and marketing over the
next year. Marketing costs associated with increasing the user base, which to
date have been minimal, are expensed in the period incurred.
General and Administrative. General and administrative expenses include
expenses for financial and legal advisors. Management expects general and
administrative expenses to increase in absolute dollars as the Company continues
to expand its administrative infrastructure to support the anticipated growth,
including costs associated with being a public company. For the period ended
March 31, 2000, there were substantial nonrecurring expenses, including $120,000
in fees and commissions paid to Chadbourn Securities for the acquisition and
related transaction expenses.
Reverse Acquisition Treatment. In March 2000 the Company completed an
acquisition of Old Speedlane. Old Speedlane was incorporated in 1997 and its
operations began in January 1998. As a result of the acquisition, the Company
acquired the business operations, services and assets of Old Speedlane, which
constitute all of the Company's business operations. In conformance with
generally accepted accounting principles, the acquisition has been accounted for
as a "reverse acquisition," and the accounting survivor is Old Speedlane.
16
<PAGE>
The acquisition was completed through the exchange of 42,240,000 shares of
the Company's common stock for 100% of the outstanding stock of Old Speedlane.
It was structured as a tax free statutory merger pursuant to Section
368(a)(1)(B) of the Internal Revenue Code of 1986, as amended. Because it was
treated as a reverse acquisition for accounting purposes, the financial
information for the period ended March 31, 2000 is consolidated, and the
financial information for the period ended March 31, 1999 is that of Old
Speedlane only.
The following table sets forth selected consolidated statements of
operating data as a percentage of total revenues:
Quarter ended Quarter ended
March 31 March 31
1999 2000
Revenues $ 42,715 100% $93,433 100%
Expenses 420,613 985% 60,619 65%
Net Earnings/Loss (377,898) (885%) 32,814 35%
From Operations
Revenues. Revenues for the quarter ended March 31, 2000 were $42,715,
which represented a decrease of $50,718, or 54%, from $93,433 for the quarter
ended March 31, 1999. The decrease was primarily attributable to the ongoing
development of the company's new flagship product, SpeedWiz.
Expenses. Expenses for the quarter ended March 31, 2000 were $420,613,
which represented an increase of $359,994, or 594%, from $60,619 for the quarter
ended March 31, 1999. The increase was primarily attributable to expenses
related to the acquisition of Old Speedlane.
Liquidity and Capital Resources
Since Old Speedlane's inception, it has financed its operations primarily
through the private placement of equity securities (through a SCOR offering in
California) and cash flow from operations. As of March 31, 2000, cash reserves
totaled $7,190 with total current assets of $238,885. The Company has posted
operating gains in 1998 and operating losses in 1999.
The consolidated statement of cash flows show net cash used for operating
activities was $421,625 for the quarter ended March 31, 2000. Net cash used for
operating activities consisted primarily of net operating losses and merger
expenses. During that period, net cash provided by financing activities was
$452,250. Net cash provided by financing activities was principally attributable
to the proceeds from short term bridge loans.
Management expects to continue to incur significant capital expenditures
in the future, including additions and enhancements to the product line and its
offices. The actual amount of capital expenditures will depend on the rate of
growth in the Company's user base and available resources, which are difficult
to predict and which could change dramatically over time. Technological advances
may also require the Company to make capital expenditures to develop or acquire
new equipment or technology. Management intends to use a combination of cash,
debt, and future securities offerings to fund capital expenditures in a manner
which minimizes the cost of capital.
If additional funds are needed, the Company can not assure that funds will
be available from any source, or, if available, that it will be able to obtain
the funds on acceptable terms. Also, the acquisition of funding through the
issuance of debt could result in a substantial portion of cash flow from
operations being dedicated to the payment of principal and interest on the
indebtedness, and could render the Company more vulnerable to competitive and
economic downturns.
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Factors Affecting Future Operations
The Company's operating results may fluctuate substantially in the future
as a result of a variety of factors, many of which are outside of its control.
Management plans to significantly increase operating expenses and capital
expenditures to expand the Company's sales and marketing efforts, promote the
brand, continue to enhance the features and functionality of its product lines,
pursue new distribution channels and hire new personnel across all levels of the
organization. There are risks associated with the timing and achievement of
revenue targets due to a variety of factors, and there can be no assurance that
revenues will increase commensurately with expenses. Management believes that
expenses will exceed revenues for the foreseeable future. As a result of these
and other factors, operating results may vary substantially from quarter to
quarter.
Seasonal Aspects
The Company's business is not seasonal.
Year 2000 Compliance
The Company's computer systems have operated within compliance to date.
However, management cannot guarantee that further disruptions of its own or its
supplier's systems will not occur.
Forward Looking Statements
This Quarterly Report contains statements that constitute forward-looking
statements within the meaning of Section 21E of the Securities Exchange Act of
1934. These statements appear in a number of places in this Report and include
all statements regarding the intent, belief or current expectations of the
Company, its directors or its officers with respect to, among other things: (i)
the Company's financing plans; (ii) trends affecting the Company's financial
condition or results of operations; and (iii) the Company's growth strategy and
operating strategy. Investors are cautioned that any such forward-looking
statements are not guarantees of future performance and involve risks and
uncertainties, and that actual results may differ materially from those
projected in the forward-looking statements as a result of various factors
discussed herein.
PART II
OTHER INFORMATION
Item 1. Legal Proceedings.
NONE
Item 2. Changes in Securities and Use of Proceeds.
During the quarter ended March 31, 2000, in connection with the
acquisition of Old Speedlane, the Company issued 42,240,000 shares of Common
Stock to the shareholders of Old Speedlane in exchange for their shares of Old
Speedlane stock. The Company believes that the issuance of such shares was
exempt from registration under the Securities Act of 1933 by virtue of Section
4(2) thereof. A restrictive securities legend has been placed on the
certificates representing the shares.
During the quarter ended March 31, 2000, in connection with the
acquisition of Old Speedlane, the Company issued 1,900,000 shares of Common
Stock to Chadbourn Securities, its financial advisor, as partial payment for
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services rendered. The Company believes that the issuance of such shares was
exempt from registration under the Securities Act of 1933 by virtue of Rule 506
promulgated thereunder. A restrictive securities legend has been placed on the
certificates representing the shares.
During the quarter ended March 31, 2000, the Company issued 170,000 shares
of Common Stock to nine accredited investors in connection with their extension
of bridge loan financing to the Company. The Company believes that the issuance
of such shares was exempt from registration under the Securities Act of 1933 by
virtue of Rule 506 promulgated thereunder. A restrictive securities legend has
been placed on the certificates representing the shares.
During the quarter ended March 31, 2000, the Company issued 26,000 shares
of Common Stock to two service providers, as payment for services rendered. The
Company believes that the issuance of such shares was exempt from registration
under the Securities Act of 1933 by virtue of Rule 506 promulgated thereunder. A
restrictive securities legend has been placed on the certificates representing
the shares.
Item 3. Default Upon Senior Securities.
NONE
Item 4. Submission of Matters to a Vote of Security Holders.
On March 21, 2000, the shareholders of the Company adopted a written
consent approving the change of the Company's name from Plume Creek, Inc. to
Speedlane.com, Inc. This change was adopted without a meeting of the
stockholders pursuant to Section 78.320 of the Nevada General Corporation Law.
The written consent was signed by stockholders holding 3,998,830 shares, or 92%
of the outstanding shares.
Item 5. Other Information
On May 15, 2000, the Company engaged Marc Lumer & Company, the former
auditor for Old Speedlane, as its principal independent accountant to audit the
Company's financial statements starting with its fiscal year ended December 31,
2000. The decision to change principal accountant was recommended by the Board
of Directors. Accordingly, the engagement of LeMaster & Daniels, PLLC the
Company's prior independent accountant, was not renewed.
During the Company's two most recent fiscal years, and during the period
from January 1, 2000 to May 15, 2000, there was no disagreement with LeMaster &
Daniels, PLLC on any matter of accounting principles or practices, financial
statement disclosure, or auditing scope or procedures, which disagreement, if
not solved to their satisfaction would have caused them to make reference in
connection with their opinion to the subject matter of the disagreement.
LeMaster & Daniels, PLLC was the independent account of record for the Company
from March 25, 1970 to May 15, 2000.
The audit report on the financial statements of the Company as of and for
the year ended December 31, 1999 and December 31, 1998 did not contain any
adverse opinion or disclaimer opinion, nor were they qualified or modified as to
uncertainty, audit scope, or accounting principles. However, such reports
contained an explanatory paragraph regarding the uncertainty about the Company's
ability to continue as a going concern.
Item 6. Exhibits and Reports on Form 8-K.
(a) The following Exhibit is filed herewith pursuant to Item 601 of
Regulation S-B:
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16.1 Letter dated August 2, 2000 from LeMaster & Daniels, PLLC.
(b) No reports on Form 8-K were filed during the quarter ended March 31,
2000.
SIGNATURES
In accordance with the requirements of the Securities Exchange Act of
1934, Speedlane.com, Inc. has caused this notification to be signed on its
behalf by the undersigned officer, thereunto duly authorized.
Date: August 2, 2000 SPEEDLANE.COM, INC.
By: /s/ Jon Rothenberg
Title: President
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