UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-QSB
(Mark One)
[X] Quarterly Report pursuant to Section 13 or 15(d) of the Securities and
Exchange Act of 1934
For the quarter period ended: March 31, 1999
or
[] Transition report pursuant to Section 13 or 15(d) of the Securities and
Exchange Act of 1934
For the transition period from: to
Commission file number: 33-5902-NY
JustWebit.com, Inc.
(Exact name of registrant as specified in its charter)
Nevada 22-2774460
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification Number)
210 South Main Street, Suite 900, Salt Lake City, Utah 84111
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (801) 595-0104
Superior Wireless Communications, Inc.
Former Name of Registrant
Indicate by check mark whether the registrant (1) has filed all reports
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 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 No X
The number of shares outstanding of the registrant's Common Stock on
August 24, 1999 was 2,952,229.
1
<PAGE>
PART I - FINANCIAL INFORMATION
ITEM 1. Financial Statements.
The following Financial Statements of the Company and its subsidiaries
and related notes are included herein:
Balance Sheets as of March 31, 1999 and December 31, 1998;
Statements of Income for the three months ended March 31, 1999 and
1998;
Statements of Cash Flows for the three months ended March 31, 1999 and
1998;
Notes to Financial Statements.
2
<PAGE>
JustWebit.com, Inc.
(A DEVELOPMENT STAGE COMPANY)
BALANCE SHEETS
<TABLE>
<CAPTION>
March 31, December 31,
1999 1998
------------------ ------------------
(Unaudited)
ASSETS
Current Assets:
<S> <C> <C>
Cash $ 1,240 $ 2,131
Investment 40,000 0
------------------ ------------------
Total Current Assets 41,240 2,131
Property, Plant, & Equipment 6,482 19,622
Other Assets:
Deposits 0 0
Licenses & Other 137,995 330,053
------------------ ------------------
137,995 330,053
------------------ ------------------
TOTAL ASSETS $ 185,717 $ 351,806
================== ==================
LIABILITIES & STOCKHOLDERS DEFICIT
Current Liabilities:
Accounts Payable $ 66,728 $ 93,026
Accrued Liabilities 310,096 541,170
Note Payable 77,300 757,112
Income Taxes Payable 200 1,100
Current Portion of Long-Term Debt 0 0
Payable - Related Parties 1,346,780 1,148,501
------------------ ------------------
Total Current Liabilities 1,801,104 2,540,909
Long-Term Debt 0 0
------------------ ------------------
Total Liabilities 1,801,104 2,540,909
Stockholders Deficit
Common Stock, $.001 par value;
Authorized 50,000,000 shares;
Issued and Outstanding 1,927,851 at 3/ 31/99
and 1,679,895 at12/31/98 1,928 1,680
Additional Paid-in Capital 2,731,502 2,202,768
Retained Earnings (Deficit) (4,348,817) (4,393,551)
------------------ ------------------
Total Stockholders Deficit (1,615,387) (2,189,103)
------------------ ------------------
TOTAL LIABILITIES &
STOCKHOLDERS DEFICIT $ 185,717 $ 351,806
================== ==================
</TABLE>
See Notes to Financial Statements.
3
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JustWebit.com, Inc.
(A DEVELOPMENT STAGE COMPANY)
STATEMENTS OF INCOME
(Unaudited)
<TABLE>
<CAPTION>
Three Months Ended
March 31,
1999 1998
------------------ ------------------
<S> <C> <C>
Revenues $ 308,092 $ 0
Cost of Sales 190,793 0
------------------ ------------------
Gross Profit 117,299 0
Forgiveness of Debt Income 6,575 0
Receipt of Note Previously Written Off 10,000 0
Loss on Abandonment 0 (44,168)
Other Expense (150) 0
------------------ ------------------
16,425 (44,168)
------------------ ------------------
Total Revenue 133,724 (44,168)
General & Administrative Expenses:
Interest Expense 55,672 55,085
Brochures & Marketing 0 0
Travel & Auto Expense 1,498 3,239
Postage & Delivery 129 151
Payroll Taxes 0 0
Office Expenses 392 1,711
Outside and Professional Services 6,276 625
Rent 1,500 3,000
Salaries - Officers 18,000 18,000
Salaries - Others 0 0
Depreciation & Amortization 4,045 26,159
Bank Charges 59 79
Insurance 0 285
Telephone Expense 946 1,185
Computer Expense 384 0
Other Taxes & Licenses 89 0
Miscellaneous Expense 0 0
------------------ ------------------
Total General & Administrative Expenses 88,990 109,519
------------------ ------------------
Net Income (Loss) Before Taxes 44,734 (153,687)
State Taxes 0 0
------------------ ------------------
NET INCOME (LOSS) $ 44,734 $ (153,687)
================== ==================
</TABLE>
See Notes to Financial Statements.
4
<PAGE>
JustWebit.com, Inc.
(A DEVELOPMENT STAGE COMPANY)
STATEMENTS OF CASH FLOWS
(Unaudited)
<TABLE>
<CAPTION>
Three Months Ended
March 31,
1999 1998
------------------ ------------------
OPERATING ACTIVITIES
<S> <C> <C>
Net Income (Loss) $ 44,734 $ (153,687)
Adjustments:
Depreciation & Amortization 4,045 26,159
Changes in current accounts (237,949) (3,418)
(Increase) Decrease in Notes Receivable 0 20,031
------------------ ------------------
Net Cash Required by Operating Activities (189,170) (110,915)
FINANCING ACTIVITIES
Loans 198,279 58,983
Repayment of Loans (910,886) (175,832)
Repayment of Loans with stock 900,886 0
------------------ ------------------
Net Cash Provided (Required)
by Financing Activities 188,279 (116,849)
INVESTING ACTIVITIES
Abandonment of Licenses 0 227,468
Sale of Assets 0 0
------------------ ------------------
Net Cash Provided
By Investing Activities 0 227,468
------------------ ------------------
Increase (Decrease) in Cash and Cash Equivalents (891) (296)
Cash and Cash Equivalents at Beginning of Period 2,131 943
------------------ ------------------
Cash and Cash Equivalents at End of Period $ 1,240 $ 647
================== ==================
</TABLE>
See Notes to Financial Statements.
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<PAGE>
JustWebit.com, Inc.
(A DEVELOPMENT STAGE COMPANY)
NOTES TO FINANCIAL STATEMENTS
THREE MONTHS ENDED MARCH 31, 1999 AND 1998
NOTE 1: BASIS OF PRESENTATION
The accompanying unaudited condensed consolidated financial statements have been
prepared in accordance with generally accepted accounting principals for interim
financial information and with the instructions to Form 10-Q and Rule 10-01 of
Regulation S-X. Accordingly, they do not include all of the information and
footnotes required by generally accepted accounting principals for complete
financial statements. In the opinion of the Company's management, all
adjustments (consisting of normal accruals) considered necessary for a fair
presentation of these financial statements have been included. The Company's
activities to date have been purely developmental and the Company has not yet
commenced significant commercial operations.
NOTE 2: CAPITALIZATION
The Company was incorporated in the State of Nevada on July 24, 1984 and
authorized 200,000,000 shares of $0.001 par value common stock. On March 16,
1994 the Company effected a 1 share for 30 share reverse stock split. The split
reduced the total outstanding shares from 32,272,000 to 1,075,807. On March 16,
1994 the Company issued 6,500,000 shares of post reverse-split stock to Marrco
Communications, Inc. in the conjunction with the purchase of all of Marrco's
assets and the assumption of all of Marrco's liabilities.
On October 25, 1996 the name of the Company was changed to Superior Wireless
Communications, Inc. and each of the 6,004,836 shares of then issued and
outstanding common stock of the Corporation were exchanged for one share of
preferred stock designated as Class A Convertible Cumulative Preferred Stock
(the "Class A Preferred Stock"), par value of $.001 per share. The Class A
Preferred Stock carries a ten percent (10%) dividend, which may be paid in
common stock, and is convertible into Common Stock of the Company as of October
25, 1998 (the "Conversion Date"). The rate of this conversion was dependent on
the price of the Company's Common Stock prior to the Conversion Date.
Under the terms of the Class A Preferred Stock, all shares outstanding as of
October 16, 1998 automatically converted into common stock at a rate of five
shares of common stock for every one share of Class A Preferred Stock. This
resulted in the automatic conversion of 6,541,416 shares of Class A Preferred
Stock into 32,707,080 shares of common stock. The holders of the remaining
shares of Class A Preferred Stock that were issued after October 16, 1998,
totaling 3,767,501 shares, agreed to convert at the same rate of five shares of
common stock for every one share of Class A Preferred Stock. The latter
conversion will be effective simultaneous to the reverse stock split described
below.
Effective August 16, 1999, the Company effectuated a reverse stock split at a
rate of twenty-to-one. This resulted in 2,577,229 shares of common stock being
outstanding as of that date and no preferred shares are outstanding. The Company
is obligated to issue up to 375,000 shares of its post reverse-split common
stock for the acquisition of Media Rage of Utah, Inc. (See PART II- Other
Information). This resulted in 2,952,229 shares of common stock outstanding as
of August 16, 1999.
6
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JustWebit.com, Inc.
(A DEVELOPMENT STAGE COMPANY)
NOTES TO FINANCIAL STATEMENTS (Continued)
THREE MONTHS ENDED MARCH 31, 1999 AND 1998
NOTE 3: RELATED PARTY TRANSACTIONS
The officers and directors of the Company are involved in other business
activities and may, in the future, become involved in other business
opportunities. If a specific business opportunity becomes available, such
persons may face a conflict in selecting between the Company and their business
interests. The Company has not formulated a policy for the resolution of such
conflicts.
At March 31, 1999 the Company owed $1,346,780 to related parties for accrued
compensation, loans and sales to and payments made on behalf of the Company.
This balance was equal to $1,148,501 as of December 31, 1998.
NOTE 4: INCOME TAXES
The Company has available at March 31, 1999, net operating loss carryforwards of
approximately $4.2 million which may provide future tax benefits expiring in
June of 2008.
NOTE 5: WARRANTS
As of December 31, 1998, there are 300,000 redeemable Class "B" common stock
purchase warrants to purchase common stock at a price of $2.00 per share and
25,000 redeemable Class "C" common stock purchase warrants with a price of $4.00
per share. These warrants expired March 31, 1999.
NOTE 6: SUBSEQUENT EVENTS
See "PART II - Item 5. Other Information".
7
<PAGE>
ITEM 2. Management's Discussion and Analysis of Financial Condition and Results
of Operations.
The Company reported net income for the three months ended March 31,
1999 equal to $44,734 compared to a loss of $153,687 for the three months ended
March 31, 1998. The net income for the current quarter was primarily generated
from the sale of the majority of the Company's wireless cable licenses. The loss
for the quarter ended March 31, 1998 was primarily attributable to interest
expense, salary accrued to one officer, as well as depreciation and
amortization. The current quarter's expenses included interest expense of
$55,672, compared with $55,085 in the same period last year. None of this
interest was paid during the quarter and the interest is attributable to the
convertible notes payable that the Company has entered into over the past few
years. The majority of the notes were settled with the proceeds from the license
sale mentioned above, as well as through the issuance of the Company's Series A
Preferred stock. Salary of $18,000 was accrued to one officer of the Company in
both the current quarter and the same period last year. Depreciation and
amortization for the quarter totaled $4,045 in the current quarter, compared to
$26,159 in the same period last year. The dramatic reduction is due to the sale
of the wireless cable licenses that were being amortized over their remaining
terms. Losses are anticipated to continue throughout the development stage of
the Company.
The Company reported revenues from the sale of its licenses in the
amount of $308,092 in the current quarter. Additionally, the Company collected
$10,000 on an obligation that had previously been written off. This was included
as other income. The Company had no revenues in the quarter ended March 31,
1998.
The book value of the licenses sold in the current quarter was equal to
$190,793. The gross profit on the sale of the above-referenced licenses totaled
$117,299.
The Company recorded forgiveness of debt income in the amount of $6,575
for the current quarter. Additionally, the Company collected $10,000 on a bad
debt that had previously been written-off.
The Company has continued to operate with a working capital deficit
through the first quarter of 1998. As of March 31, 1999, the Company's current
liabilities of $1,801,104 exceeded its current assets of $41,240 by $1,759,864.
Of this negative working capital, $1,346,780 represents amounts owed to related
parties. In the first quarter of 1999, the Company successfully completed a plan
whereby certain assets were sold to a third party in exchange for that company's
stock. This third party's stock in addition to the issuance of Series A
Preferred stock in the Company were used to satisfy the majority of the
Company's non-related party debt. See Part II - Other Information.
PART II - OTHER INFORMATION
ITEM 5. Other Information.
In the first two quarters of 1999, the Company sold certain wireless
cable licenses in exchange for stock in another company. This stock along with
2,914,954 shares of the Company's Series A Preferred stock were used to satisfy
notes and other obligations that totaled approximately $1,450,000.
On August 1, 1999, in accordance with the terms and provisions of a
certain Purchase Agreement dated as of June 1, 1999, by and between the Company
and Media Rage of Utah, Inc., a Utah corporation ("Media Rage"), 325,000 post
reverse-split shares (See Note 2 of the Footnotes to the Financial Statements)
of the Company's Common Stock, $.001 par value per share ("Common Stock"), were
issued to former shareholders of Media Rage in consideration of their sale,
assignment and transfer to the Company of all of the outstanding shares of
capital stock of Media Rage. The Company also agreed to issue 50,000 post
reverse-split shares of its Common Stock to a third party for services in
connection with such transaction.
8
<PAGE>
As a result of this acquisition and the issuance of 375,000 post-reverse split
shares of the Company's Common Stock, the Company had issued and outstanding
total number of 2,952,229 shares of Common Stock as of August 16, 1999.
Media Rage provides customers with user friendly software solutions to
design and operate E- Commerce web sites, including shopping cart technology.
Media Rage also offers custom website design and valuable marketing information
and support for its clients.
Year 2000 Compliance; Year 2000 Readiness Disclosure
To the fullest extent permitted by law, the following discussion is a
"Year 2000 Readiness Disclosure" within the meaning of the Year 2000 Information
and Readiness Disclosure Act 105 P.L. 271.
Background
Many of the world's computer systems and programs currently record
years in a two-digit format. Such computer systems or programs that have
date-sensitive software or hardware may recognize a date using "00" as the year
1900 rather than the year 2000, and therefore may be unable to recognize,
interpret or use dates in and beyond the year 1999 correctly. Because the
activities of many businesses are affected by dates or are date-related, the
inability of these systems or programs to use such date information correctly
could result in system failures or disruptions and lead to disruptions of
business operations in the United States and internationally (the "Year 2000
Problem"). In the case of the Company, such disruptions may include, among other
things, an inability to process transactions, send invoices, or engage in
similar routine business activities.
Issues relating to the Year 2000 Problem arise in a number of different
contexts in which the Company and its operating subsidiary use or access
computer programming. In its operations, the Company uses both third-party and
internally developed software programs and relies on customary
telecommunications services, as well as building and property logistical
services, including, without limitation, embedded computer-controlled systems.
The Company generally will also rely heavily upon suppliers, as well as data
processing, transmission and other services provided by third-party service
providers, including, without limitation, Internet access, online content,
product distribution and delivery, and information services.
The Company and its operating subsidiary will rely upon independent
internal local access network (LAN) computer systems. In addition, the Company
and its subsidiaries lease a portion of their office space from third parties
and may conduct business through multiple locations in major cities. Although
the operating subsidiary will, for the most part, conduct business
independently, it will substantially use similar third-party software and have
common relationships and dependencies with third party service providers.
Assessing the Impact of the Year 2000 Problem on the Company's
Operations
The Company has reviewed its computer systems and programs, including
information technology ("IT") and non-IT systems, and has determined that they
are in compliance with the requirements of the Year 2000. The Year 2000 problem,
however, is pervasive and complex as virtually every computer operation will be
affected in some way by the rollover of the two digit year to 00. Failure of any
of the Company's third-party service providers to adequately address this issue
could result in a substantial interruption of the Company's normal plan of
operation and business affairs, and could result in significant losses from
operations. To the extent that the Company relies upon non-U.S. third-party
service providers who may be less capable or prepared than their U.S.
counterparts to address and resolve the Year 2000 problem, the Company's
operations may be subject to a greater level of risk with respect to Year 2000
9
<PAGE>
compliance. Although the Company could incur substantial costs in connection
with the failure of third-party computing systems and software, such costs are
not sufficiently certain to estimate at this time.
Contingency Planning
The Company has not developed any plan to address contingencies arising
from the inability of third-party service providers to become Year 2000
compliant in a timely manner. Consequently, no assurance can be given that the
potential failure of third-party systems will not increase the Company's
operating costs or create uncertainties that may have an adverse effect on the
Company's operating results or financial condition.
ITEM 6. Exhibits and Reports on Form 8-K
(a) Reports on Form 8-K.
None.
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 thereunto duly authorized.
Dated: August 24, 1999
JustWebit.com, Inc.
Jon Richard Marple,
President, Chairman,
Chief Executive Officer and
Chief Financial Officer
10
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
This schedule contains summary financial information extracted from
JustWebit.com, Inc. (formerly Superior Wireless Communications, Inc.)
March 31, 1999 financial statements and is qualified in its entirety by
reference to such financial statements.
</LEGEND>
<CIK> 0000793986
<NAME> JustWebit.com, Inc.
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> DEC-31-1999
<PERIOD-END> MAR-31-1999
<CASH> 1,240
<SECURITIES> 0
<RECEIVABLES> 0
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 41,240
<PP&E> 74,571
<DEPRECIATION> (68,089)
<TOTAL-ASSETS> 185,717
<CURRENT-LIABILITIES> 1,801,104
<BONDS> 0
0
0
<COMMON> 1,928
<OTHER-SE> (1,617,315)
<TOTAL-LIABILITY-AND-EQUITY> 185,717
<SALES> 308,092
<TOTAL-REVENUES> 308,092
<CGS> 190,793
<TOTAL-COSTS> 190,793
<OTHER-EXPENSES> 88,990
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 55,672
<INCOME-PRETAX> 44,734
<INCOME-TAX> 0
<INCOME-CONTINUING> 44,734
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 44,734
<EPS-BASIC> .02
<EPS-DILUTED> .02
</TABLE>
