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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: June 30, 2000
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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
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JUSTWEBIT.COM, INC.
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(Exact name of registrant as specified in its charter)
Nevada 22-2774460
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(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification Number)
460 East 800 North Orem, Utah 84097
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (801) 222-0202
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Superior Wireless Communications, Inc.
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Former Name of Registrant
201 South Main Street, Suite 900, Salt Lake City, Utah 84111
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Former Address 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 X No
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The number of shares outstanding of the registrant's Common Stock on
August 10, 2000 was 12,118,305.
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PART I - FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS.
The following Financial Statements of the Company and its subsidiaries
and related notes are included herein:
Consolidated Balance Sheet as of December 31, 1999 and June 30, 2000;
Consolidated Statements of Income for the three months ended June 30,
1999 and June 30, 2000;
Consolidated Statements of Income for the six months ended June 30,
1999 and June 30, 2000;
Consolidated Statement of Cash Flows for the six months ended June 30,
1999 and June 30, 2000;
Notes to Consolidated Financial Statements.
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JUSTWEBIT.COM, INC.
CONSOLIDATED BALANCE SHEETS
DECEMBER 31, 1999 AND JUNE 30, 2000
(UNAUDITED)
ASSETS December 31, 1999 June 30, 2000
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Current Assets:
Cash 172,356 47,907
Marketable Securities 246,875 0
Accounts Receivable 6,419 5,059
Prepaid Expenses 202,949 107,300
Stock Subscriptions Receivable 124,000 175,525
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Total Current Assets 752,599 335,791
Property, Plant & Equipment 43,448 62,241
Other Assets 5,377 55,748
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TOTAL ASSETS 801,424 453,780
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LIABILITIES & SHAREHOLDERS EQUITY
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Current Liabilities:
Accounts Payable 71,088 48,021
Accrued Liabilities 17,960 2,595
Note Payable 26,375 266,644
Income Taxes Payable 0 0
Deferred Revenue 226,302 102,865
Payable - Related Parties 79,404 119,801
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Total Current Liabilities 421,129 539,926
Long-Term Debt 251,644 0
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Total Liabilities 672,773 539,926
Shareholders Equity:
Common Stock, $.001 par value;
Authorized 100,000,000 shares;
Issued and Outstanding 10,766,258
at December 31, 1999 and 12,056,532
at June 30, 2000 10,766 12,057
Additional Paid-in Capital 4,851,538 5,549,545
Retained Earnings (Deficit) (4,733,653) (5,647,748)
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Total Shareholder's Equity 128,651 (86,146)
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TOTAL LIABILITES & EQUITY 801,424 453,780
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See Notes to Financial Statements
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JUSTWEBIT.COM, INC.
CONSOLIDATED STATEMENTS OF INCOME
THREE MONTHS ENDED JUNE 30, 1999 AND JUNE 30, 2000
(UNAUDITED)
Three Months Three Months
Ended Ended
June 30, 1999 June 30, 2000
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Revenues 0 174,761
Cost of Sales 0 54,354
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Gross Profit 0 120,407
Forgiveness of Debt Income 4,925 0
Receipt of Note Previously Written Off 125,000 0
Gain/Loss on Securities Sales 0 (5,356)
Other Income 363 0
GENERAL & ADMINISTRATIVE EXPENSES:
Advertising & Marketing 0 114,319
Travel & Auto Expense 1,508 6,388
Postage & Delivery 193 1,053
Contract Labor 0 14,544
Merchant & Licensing Fees 0 4,606
Rent 1,500 15,684
Salaries - Officers 18,000 24,000
Salaries - Others 0 268,807
Payroll Taxes 0 18,118
Office Expenses 253 11,974
Outside and Professional Services 9,211 122,893
Depreciation & Amortization 344 3,899
Bank Charges 60 242
Insurance 0 2,187
Telephone Expense 581 14,289
Computer Expense 80 2,250
Seminars & Conventions 0 5,000
Public & Investor Relations 0 13,827
Miscellaneous Expense 0 810
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Total General & Administrative Expenses 31,730 644,890
Interest Expense 58,959 9,580
State Taxes 0 0
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Net Income (Loss) 39,599 (539,419)
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See Notes to Financial Statements
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<TABLE>
JUSTWEBIT.COM, INC.
CONSOLIDATED STATEMENTS OF INCOME
SIX MONTHS ENDED JUNE 30, 1999 AND JUNE 30, 2000
(UNAUDITED)
<CAPTION>
Six Months Six Months
Ended Ended
June 30, 1999 June 30, 2000
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<S> <C> <C>
Revenues 0 288,691
Cost of Sales 0 81,726
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Gross Profit 0 206,965
Forgiveness of Debt Income 11,500 0
Receipt of Note Previously Written Off 135,000 0
Gain on Disposal of Assets from Discontinued Business 117,299
Gain/Loss on Securities Sales 0 61,608
Other Income 213 597
GENERAL & ADMINISTRATIVE EXPENSES:
Advertising & Marketing 0 205,649
Travel & Auto Expense 3,005 13,764
Postage & Delivery 321 1,830
Contract Labor 0 23,393
Merchant & Licensing Fees 0 8,809
Rent 3,000 31,368
Salaries - Officers 36,000 48,000
Salaries - Others 0 421,382
Payroll Taxes 0 34,253
Office Expenses 461 15,507
Outside and Professional Services 15,487 243,915
Depreciation & Amortization 4,389 6,772
Bank Charges 121 643
Insurance 0 3,072
Telephone Expense 1,527 27,888
Computer Expense 464 6,332
Seminars & Conventions 0 7,900
Public & Investor Relations 0 63,827
Miscellaneous Expense 273 1,859
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Total General & Administrative Expenses 65,048 1,166,163
Interest Expense 114,631 17,935
State Taxes 0 0
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Net Income (Loss) 84,333 (914,928)
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See Notes to Financial Statements
</TABLE>
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JUSTWEBIT.COM, INC.
AND SUBSIDIARY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
THREE AND SIX MONTHS ENDED JUNE 30, 1999
AND JUNE 30, 2000
NOTE 1: BASIS OF PRESENTATION
The accompanying unaudited 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.
Effective August 1, 1999, the Company acquired Media Rage of Utah, Inc. ("Media
Rage"). At this point the Company was no longer in a development stage. Since
the operations of Media Rage are reflected in the three and six months ended
June 30, 2000 and not in the same periods ended on June 30, 1999 and the
business operations of Media Rage have been substantially changed after the
acquisition by the Company, the financial statements have not been reported on a
pro-forma basis.
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.
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.
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.
Effective May 26, 2000, the Company effectuated a forward one-for-two stock
split.
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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 June 30, 2000 the Company owed $65,801 to Jon Richard Marple, the Company
President, for deferred salary, direct loans and expenses paid on behalf of the
Company. The Company has also been loaned $15,000 from Jon H. Marple, a
shareholder. The Company also is owed $175,525 from shareholders as the result
of amounts due from the exercise of stock options. This amount is expected to be
collected by the end of the fiscal year.
NOTE 4: INCOME TAXES
The Company has available at June 30, 2000, net operating loss carryforwards of
approximately $4.7 million which may provide future tax benefits expiring
beginning in June of 2006.
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ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS.
The Company offers a host of e-commerce solutions designed to target
and assist small to mid-sized businesses to effectively sell their products
online. The foundation of the Company's business is a free and instant
e-commerce solution for existing or new web sites through technology that allows
businesses to easily build and maintain complete e-commerce web sites. The
system allows simple point-and-click site creation, catalog deployment and
interfacing merchant accounts. As of June 30, 2000, the Company had in excess of
20,000 customers that have signed up for this service. As of August 11, 2000,
the customer base exceeds 30,000 and this number is projected to exceed 60,000
by the end of the current fiscal year. The Company generates revenues from its
customer base by selling a host of product upgrades and services as well as
through the sale of banner advertisements. It is the Company's belief that a
large customer base will also be valuable in establishing strategic alliances
with third parties desiring access to a large group of small business owners.
The Company projects that additional revenues will be generated from these type
of alliances.
The Company reported a net loss of $539,419 for the three months ended
June 30, 2000. The loss in the current quarter was attributable to Selling,
General and Administrative expenses of which salaries, professional services and
marketing made up the largest portion. The salaries for the current quarter
totaled $292,807, or 45% of total SG&A costs of $644,890. Of the salary expense,
$102,717 represents amounts paid through issuances of the Company's common
stock. Through the payment of stock in lieu of cash for a portion of salaries,
the Company believes that employees will remain more loyal and will have
long-term focus on building shareholder value. Professional fees of $122,893
(19% of SG&A costs) were incurred in the current quarter. The majority of these
fees were paid either in the Company's common stock. Marketing costs for the
quarter totaled $114,319. This amounted to 18% of total SG&A costs. The Company
expects salaries and marketing costs to increase on a going forward basis as it
more heavily markets its services. It is further anticipated that this will
result in sharply increased revenues.
The Company reported $174,761 in gross revenues for the current
quarter. This represents a 53% increase from the previous quarter ended March
31, 2000. The Company feels that revenues from both product sales, banner
advertisements and other sources will continue to grow as its customer base is
growing at a rate in excess of 160 per day.
The Company is currently expanding its products that are offered to its
customers. This includes the availability of a Spanish web site builder
available through the Company's homepage. The Spanish site was launched in July
of 2000 and is expected to generate additional revenue opportunities for the
Company. Based on the success of the Spanish site, the Company is contemplating
additional foreign language versions of its e-commerce web site builder.
Additionally, the Company has secured a lower cost solution for its merchant
accounts currently offered to its customers. This will ultimately generate more
customers, higher revenues and lower cost of sales. The Company is also in the
process of negotiating several strategic alliances that are anticipated to
enhance revenue growth.
The Company currently has total current assets of $335,791 and total
current liabilities of $539,926, resulting in net working capital deficit of
$204,135. Approximately 49% of total current liabilities, or $266,644, represent
a note payable due in January of 2001. Additionally, $102,865 of current
liabilities represents deferred revenue from banner advertisements that will be
amortized over the next 5 months. With exception to the two aforementioned
items, the Company has a net working capital balance of $165,374. The Company is
currently in negotiations for additional capital to finance its future growth
plans. Until additional financings are secured, the Company's President is
committed to personally finance the growth of the Company.
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
None.
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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 11, 2000
JUSTWEBIT.COM, INC.
/s/ Jon Richard Marple
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Jon Richard Marple,
President, Chairman,
Chief Executive Officer and
Chief Financial Officer
