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: September 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
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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 (I.R.S. Employer
of 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.
Former Name of Registrant
201 South Main Street, Suite 900, Salt Lake City, Utah 84111
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 [ ]
The number of shares outstanding of the registrant's Common Stock on
November 13, 2000 was 13,973,972.
<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:
Consolidated Balance Sheet as of December 31, 1999 and September 30,
2000;
Consolidated Statements of Income for the three months ended September
30, 1999 and September 30, 2000;
Consolidated Statements of Income for the nine months ended September
30, 1999 and September 30, 2000;
Consolidated Statement of Cash Flows for the nine months ended
September 30, 1999 and September 30, 2000;
Notes to Consolidated Financial Statements.
<PAGE>
<TABLE>
JUSTWEBIT.COM, INC.
CONSOLIDATED BALANCE SHEETS
DECEMBER 31, 1999 AND SEPTEMBER 30, 2000
(UNAUDITED)
<CAPTION>
ASSETS DECEMBER 31, 1999 SEPTEMBER 30, 2000
------ ----------------- ------------------
<S> <C> <C>
Current Assets:
Cash 172,356 6,628
Marketable Securities 246,875 0
Accounts Receivable 6,419 5,054
Prepaid Expenses 202,949 65,850
Stock Subscriptions Receivable 124,000 155,450
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Total Current Assets 752,599 232,982
Property, Plant & Equipment 43,448 62,648
Other Assets:
Deposits & Other Assets 5,377 55,377
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5,377 55,377
TOTAL ASSETS 801,424 351,007
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LIABILITIES & SHAREHOLDERS EQUITY
---------------------------------
Current Liabilities:
Accounts Payable 71,088 94,222
Accrued Liabilities 17,960 1,495
Note Payable 26,375 274,144
Income Taxes Payable 0 0
Deferred Revenue 226,302 0
Payable - Related Parties 79,404 205,481
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Total Current Liabilities 421,129 575,342
Long-Term Debt 251,644 0
Total Liabilities 672,773 575,342
Shareholders Equity:
Common Stock, $.001 par value;
Authorized 100,000,000 shares;
Issued and Outstanding 10,766,258
at December 31, 1999 and 12,735,163
at September 30, 2000 10,766 12,735
Additional Paid-in Capital 4,851,538 5,784,757
Retained Earnings (Deficit) (4,733,653) (6,021,827)
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Total Shareholder's Equity 128,651 (224,335)
TOTAL LIABILITES & EQUITY 801,424 351,007
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</TABLE>
See Notes to Financial Statements
<PAGE>
<TABLE>
JUSTWEBIT.COM, INC.
CONSOLIDATED STATEMENTS OF INCOME
THREE MONTHS ENDED SEPTEMBER 30, 1999 AND SEPTEMBER 30, 2000
(UNAUDITED)
<CAPTION>
THREE MONTHS THREE MONTHS
ENDED ENDED
SEPTEMBER 30, 1999 SEPTEMBER 30, 2000
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<S> <C> <C>
REVENUES 9,636 184,393
COST OF SALES 2,332 19,656
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GROSS PROFIT 7,304 164,737
FORGIVENESS OF INDEBTEDNESS 60,381 18,130
COLLECTIONS ON NOTE PREVIOUSLY WRITTEN OFF 35,000 0
GENERAL & ADMINISTRATIVE EXPENSES:
Advertising 732 10,557
Marketing 3,750 63,003
Travel & Auto Expense 5,482 7,736
Postage & Delivery 258 1,146
Payroll Taxes 4,598 18,399
Office Expenses 564 3,165
Outside and Professional Services 45,373 133,896
Rent 2,400 15,684
Salaries - Officers 24,000 24,000
Salaries - Others 49,500 232,741
Contract Labor 18,443 1,606
Director's Fees 0 0
Depreciation & Amortization 344 4,171
Bank Charges 703 477
Insurance 1,311 11,223
Telephone Expense 4,391 12,770
Computer Expense 2,765 2,585
Other Taxes & Licenses 636 0
Miscellaneous Expense 233 545
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TOTAL GENERAL & ADMINISTRATIVE EXPENSES 165,483 543,704
INTEREST EXPENSE 17,307 11,900
STATE INCOME TAXES 0 0
NET INCOME (LOSS) (80,105) (372,737)
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</TABLE>
SEE NOTES TO FINANCIAL STATEMENTS
<PAGE>
<TABLE>
JUSTWEBIT.COM, INC.
CONSOLIDATED STATEMENTS OF INCOME
NINE MONTHS ENDED SEPTEMBER 30, 1999 AND SEPTEMBER 30, 2000
(UNAUDITED)
<CAPTION>
NINE MONTHS NINE MONTHS
ENDED ENDED
SEPTEMBER 30, 1999 SEPTEMBER 30, 2000
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<S> <C> <C>
REVENUES 9,636 467,026
COST OF SALES 2,332 105,169
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GROSS PROFIT 7,304 361,857
GROSS INCOME FROM OLD BUSINESS OPERATIONS 117,299 0
OTHER INCOME 213 61,609
FORGIVENESS OF INDEBTEDNESS 71,881 18,130
COLLECTIONS ON NOTE PREVIOUSLY WRITTEN OFF 170,000 0
GENERAL & ADMINISTRATIVE EXPENSES:
Advertising 732 30,439
Marketing 3,750 256,329
Travel & Auto Expense 8,487 21,437
Postage & Delivery 575 2,975
Payroll Taxes 4,598 50,364
Office Expenses 1,025 20,324
Outside and Professional Services 60,864 442,820
Rent 5,400 47,052
Salaries - Officers 60,000 72,000
Salaries - Others 49,500 656,534
Contract Labor 18,443 24,987
Depreciation & Amortization 4,734 10,944
Bank Charges 824 1,099
Insurance 1,311 10,371
Telephone Expense 5,918 38,680
Computer Expense 3,229 11,248
Other Taxes & Licenses 908 639
Miscellaneous Expense 233 1,144
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TOTAL GENERAL & ADMINISTRATIVE EXPENSES 230,531 1,699,386
INTEREST EXPENSE 131,938 29,265
STATE INCOME TAXES 0 0
NET INCOME (LOSS) 4,228 (1,287,055)
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</TABLE>
SEE NOTES TO FINANCIAL STATEMENTSS
<PAGE>
<TABLE>
JUSTWEBIT.COM, INC.
CONSOLIDATED STATEMENTS OF CASH FLOW
NINE MONTHS ENDED SEPTEMBER 30, 1999 AND SEPTEMBER 30, 2000
(UNAUDITED)
<CAPTION>
NINE MONTHS NINE MONTHS
ENDED ENDED
SEPTEMBER 30, 1999 SEPTEMBER 30, 2000
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<S> <C> <C>
OPERATING ACTIVITIES
Net Income (Loss) 4,228 (1,287,055)
Adjustments:
Depreciation and Amortization 4,734 4,171
Changes in current accounts (100,540) (118,053)
Use of Stock for Expenses 22,500 526,723
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Net Cash Required by Operating Activities (69,078) (874,214)
INVESTING ACTIVITIES
Sale of Marketable Securities 0 246,875
Purchase of Fixed Assets (6,741) (66,029)
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Net Cash Required by Investing Activities (6,741) 180,846
FINANCING ACTIVITIES
Loans 33,222 126,077
Cash Received for Stock Sales 100,000 334,663
Repayment of Loans (1,618,876) 0
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Use of Stock for Debt Payments 1,603,973 66,900
NET CASH PROVIDED (REQUIRED) BY INVESTING ACTIVITIES 118,319 527,640
INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS 42,500 (165,728)
CASH AND CASH EQUIVALENTS AT
BEGINNING OF PERIOD 2,131 172,356
CASH AND CASH EQUIVALENTS AT
END OF PERIOD 44,631 6,628
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</TABLE>
SEE NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
<PAGE>
JUSTWEBIT.COM, INC.
AND SUBSIDIARY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
THREE AND NINE MONTHS ENDED SEPTEMBER 30, 1999
AND SEPTEMBER 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 nine months ended
September 30, 2000 and not in the same periods ended on September 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 effectuated 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.
<PAGE>
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 September 30, 2000 the Company owed $99,566 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 $105,915 from Jon H. Marple, a
shareholder. The Company also is owed $155,450 from shareholders as the result
of amounts due from the exercise of stock options.
NOTE 4: INCOME TAXES
The Company has available at September 30, 2000, net operating loss
carryforwards of approximately $4.7 million which may provide future tax
benefits expiring beginning in June of 2006.
<PAGE>
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 September 30, 2000, the Company had in
excess of 30,000 customers that have signed up for this service. 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.
The Company reported a net loss of $372,737 for the three months ended
September 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 $256,741, or 47% of total SG&A costs of $543,704. Professional fees of
$133,896 (24.6% of SG&A costs) were incurred in the current quarter. The
majority of these fees were paid in the Company's common stock. Marketing and
advertising costs for the quarter totaled $73,560. This amounted to 13.5% of
total SG&A costs. The Company issued stock to pay for salaries, professional and
outside services as well as marketing efforts in the current quarter. Total
expenses paid in common stock for the quarter were $62,500.
The Company reported $184,393 in gross revenues for the current
quarter. This represents a 5.2% increase from the previous quarter ended June
30, 2000. Of the revenues for the quarter, $102,865 or 55.7% was from a related
party. For the nine months ended September 30, 2000, the Company reported total
revenues of $467,026. Of this amount, $226,302 or 48.4% was from this same
related party. The related party paid the Company approximately $250,000 in
free-trading common stock. The Company sold this stock at a net profit. These
revenues from related party transactions are not expected to continue.
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. 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 $232,982 and total
current liabilities of $575,342, resulting in net working capital deficit of
$342,360. Approximately 48% of total current liabilities, or $274,144,
represents a note payable due in January of 2001. Additionally, $205,481 of
current liabilities represents amounts due to related parties. With exception to
the two aforementioned items, the Company has a net working capital balance of
$95,717. The Company is currently evaluating various strategies for its future.
These include the possibility of merger, acquisition or other reorganization to
insure the Company's ability to continue as a going concern. The Company's
management believes that based on the value of the Company's assets, customer
base, revenue base and technology, it should be able to successfully secure a
strategy to continue as a going concern.
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
None.
<PAGE>
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: November 13, 2000
JUSTWEBIT.COM, INC.
/S/ Jon Richard Marple,
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Jon Richard Marple,
President, Chairman,
Chief Executive Officer and
Chief Financial Officer
