SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-QSB
[X] QUARTERLY REPORT OR [ ] TRANSITION REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the Quarter Ended September 30, 1999
Commission File No. 33-18461
JET SET LIFE USA, INC.
(Exact Name of Registrant as Specified in its Charter)
Delaware 75-2195575
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
21935 Van Buren, Suite 4, Grand Terrace, California 92313
(Address of principal executive offices) (Zip Code)
(909) 783-1800
(Registrant's telephone number, including area code)
Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Sections 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
As of July 5, 2000, there were 69,167,792 shares of common stock
outstanding.
PART I
ITEM 1. FINANCIAL STATEMENTS:
Unaudited financial statements for the quarter covered by this report
are attached hereto.
<PAGE>
JET SET LIFE USA, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS
(UNAUDITED)
ASSETS
September 30, June 30,
1999 1999
---------- ----------
Current Assets
Cash $ - $ 881
Accounts receivable 2,159 2,159
Inventory 24,579 20,388
---------- ----------
Total Current Assets 26,738 23,428
---------- ----------
Property and Equipment
Machinery and equipment 59,038 58,771
Computer equipment and software 77,977 77,995
Furniture and fixtures 4,776 4,776
Leasehold improvements 12,528 12,528
---------- ----------
Total Property and Equipment 154,319 154,070
---------- ----------
Less: Accumulated Depreciation (119,168) (115,399)
---------- ----------
Net Property and Equipment 35,151 38,671
---------- ----------
Other Assets - Deposits 1,000 1,000
---------- ----------
Total Assets $ 62,889 $ 63,099
========== ==========
See the accompanying notes to the condensed consolidated financial
statements.
1
<PAGE>
JET SET LIFE USA, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS (CONTINUED)
(UNAUDITED)
LIABILITIES AND STOCKHOLDERS' DEFICIT
September 30, June 30,
1999 1999
----------- -----------
Current Liabilities
Bank overdraft $ 833 $ -
Accounts payable 351,590 347,727
Accrued liabilities 345,036 320,326
Note payable - related party 648,105 672,944
Notes payable 58,680 19,680
----------- -----------
Total Current Liabilities 1,404,244 1,360,677
----------- -----------
Stockholders' Deficit
Common stock - $0.0001 par value; 100,000,000
shares authorized; issued and outstanding:
September 30, 1999 - 66,936,792 shares,
June 30, 1999 - 66,256,792 shares 6,694 6,626
Additional paid-in capital 543,660 509,727
Accumulated deficit (1,890,069) (1,814,467)
Foreign currency translation adjustment (1,640) 536
----------- -----------
Total Stockholders' Deficit (1,341,355) (1,297,578)
----------- -----------
Total Liabilities and Stockholders' Deficit $ 62,889 $ 63,099
=========== ===========
See the accompanying notes to the condensed consolidated financial statements.
2
<PAGE>
JET SET LIFE USA, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(UNAUDITED)
For the Three Months Ended
September 30,
------------------------
1999 1998
----------- -----------
Sales $ 27,383 $ 34,416
Cost of Goods Sold 12,265 6,086
----------- -----------
Gross Profit 15,118 28,330
----------- -----------
Operating Expenses
General and administrative expense 67,085 55,707
Sales and marketing 5,412 10,729
Depreciation and amortization 3,629 4,227
----------- -----------
Total Operating Expenses 76,126 70,663
----------- -----------
Loss from Operations (61,008) (42,333)
Interest Expense 14,594 15,046
----------- -----------
Net Loss $ (75,602) $ (57,379)
=========== ===========
Net Loss Per Share $ (0.00) $ (0.00)
=========== ===========
Weighted Average Common Shares
Used in Per Share Calculation 66,590,977 66,201,792
=========== ==========
See the accompanying notes to the condensed consolidated financial
statements.
3
<PAGE>
JET SET LIFE USA, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(UNAUDITED)
For the Three Months Ended
September 30,
------------------------
1999 1998
----------- -----------
Cash Flows From Operating Activities
Net loss $ (75,602) $ (57,379)
Adjustment to reconcile net loss to net
cash provided by operating activities:
Depreciation and amortization 3,769 4,228
Stock issued for services 34,001 -
Payment of personal expenses of the
president of the Company by the Company (8,459) (2,073)
Changes in certain current assets
and liabilities:
Accounts receivable - 15,028
Inventory (4,191) 17,605
Bank overdraft 833 11,549
Accounts payable 3,863 (33,790)
Accrued liabilities 24,710 7,744
----------- -----------
Net Cash Used In Operating Activities (21,076) (37,088)
----------- -----------
Cash Flows From Investing Activities
Purchase of equipment (249) -
----------- -----------
Net Cash Used In Investing Activities (249) -
----------- -----------
Cash Flows From Financing Activities
Proceeds from notes payable to
related parties - 20,352
Proceeds from notes payable 41,000 23,030
Principal payment on notes payable to
related parties (16,380) (6,000)
Principal payments on notes payable (2,000) -
----------- -----------
Net Cash Provided By Financing Activities 22,620 37,382
----------- -----------
Effect of Exchange Rate Changes on Cash (2,176) (294)
----------- -----------
Net Decrease in Cash (881) -
Cash and Cash Equivalents At Beginning of Period 881 -
----------- -----------
Cash and Cash Equivalents At End of Period $ - $ -
=========== ===========
Supplemental Disclosures of Cash Flow Information:
Interest Paid $ - $ -
=========== ===========
See the accompanying notes to the condensed consolidated financial statements.
4
<PAGE>
JET SET LIFE USA, INC. AND SUBSIDIARIES
NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
NOTE 1--INTERIM CONDENSED FINANCIAL STATEMENTS
The interim accompanying condensed financial statements have been prepared by
the Company, and are not audited. All adjustments necessary for fair
presentation have been included, and consist only of normal recurring
adjustments. These financial statements are condensed and, therefore, do not
include all disclosures normally required by generally accepted accounting
principles. These statements should be read in conjunction with the Company's
annual financial statements included in the Company's Annual Report on Form
10-KSB. The financial position and results of operations presented in the
accompanying financial statements are not necessarily indicative of the
results to be generated for the remainder of the year.
NOTE 2--STOCKHOLDERS' EQUITY
During the three months ended September 30, 1999, the Company issued
680,000 shares of common stock for services valued at $34,001, or $0.05
per share.
NOTE 3--STOCK OPTIONS
During September 1999, the Company issued options to purchase 5,000 shares
of common stock at an exercise price of $0.25 per share for a period of
three years to its employees. At September 30, 1999, the Company had 15,000
options outstanding and exercisable at a weighted-average exercise price of
$0.25 per share. The Company measures compensation under stock-based options
and plans using the intrinsic value method prescribed in Accounting
Principles Board Opinion 25, "Accounting for Stock Issued to Employees", and
related interpretations, for stock options granted to employees, and
determines compensation cost granted to non-employees based on the fair
value at the grant dates consistent with the alternative method set forth
under Statement of Financial Accounting Standards No. 123, (SFAS 123)
"Accounting for Stock-Based Compensation". Stock-based compensation charged
to operations was $0 for the three month periods ended September 30, 1999
and 1998. There would have been no effect on net loss and loss per share had
compensation cost for the Company's options been determined based upon SFAS
123.
The fair value of each option granted was estimated on the date of grant
using the Black-Scholes option-pricing model with the following
weighted-average assumptions: dividend yield of 0.0%; expected volatility
of 0.0%; risk-free interest rate of 5.82% and expected life of the options
of 3 years.
NOTE 4--CONTINGENCIES AND COMMITMENTS
An individual has asserted a claim against the Company and others wherein it
is contended that this individual loaned money to the Company and that the
individual is entitled to stock and other forms of monetary compensation and
damages as a result of dealings with the Company and the conduct of the
Company. The Company denies liability and alleges that this individual dealt
with others in a series of transactions that did not directly involve the
company. Notwithstanding the contentions of the parties, the Company views
this matter as a potential claim, and should this individual file a lawsuit,
this individual would possibly name the Company as a defendant. This
individual has demanded the sum of $71,000 plus interest at 10% plus $2,000
in costs. The Company anticipates that should a civil complaint be filed, it
would include a variety of causes of action ranging from contract claims to
tort claims, some of which would include claims based on misrepresentations
of facts. On May 17, 2000, this individual was issued 250,000 shares of free
trading stock of the Company and 500,000 shares of restricted stock of the
Company. As a result of the issuance of the stock, this individual released
all claims against the Company.
During May 1998, the Company signed an agreement with an individual to
promote the Company's products. The Company gave this individual 25,000
shares of common stock at the date the agreement was signed. If this
individual was promoting the Company's products one year from the date the
agreement was signed, the individual was to receive an additional 25,000
shares of common stock which was issued during the year ended June 30, 1999.
If this individual was promoting the Company's products two years from the
date the agreement was signed, the individual was to receive an additional
25,000 shares on common stock. The Company expects to issue all of the
common stock to this individual as a result of this agreement.
The Company is also a defendant in a lawsuit whereby the plaintiffs allege a
breach of a lease agreement. The leased premises were sold to another entity
and the Company currently has a lease with this entity. The amount sought by
the plaintiff is $14,831. The Company has asserted various defenses to the
claims and is currently defending the action, there have been initial
settlement discussion and it is anticipated that the matter will be settled
by way of a compromise and stipulation agreement.
Additionally, the Company is involved in a dispute of the sponsoring of a
professional boat race in Nevada. The Company has not made an appearance in
court and does not know the status of that action as it has not been
contacted by the plaintiff and has not received any notification of any
action taken by the plaintiff with regards to the prosecution of the action.
The amount demanded by the plaintiff is $6,000 plus 40,000 shares of common
stock.
The Company is also a defendant to other various lawsuits which have been
filed in the United States and the United Kingdom for which judgements have
been entered against the Company. The amount of the judgements have been
accrued in the financial statements.
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS.
The Company sells a line of lubrication products which have the
unique ability to impart extreme pressure properties to the
lubricants by using the reengineered molecules of calcium carbonate.
The line consists of Oil Extreme Concentrate, Oil Extreme "Better
Than Synthetic" Motor Oil, and Grease Extreme. A fuel saving device
named the Triple Charger is manufactured and sold by the Company.
Financial Position
Jet Set Life USA, Inc. had no cash as of September 30, 1999. This represents
a decrease of $881 from June 30, 1999. Working capital deficit, as of
September 30, 1999 increased to $1,377,506 compared to a working capital
deficit of $1,337,249 at June 30, 1999. The Company had an accumulated
deficit of $1,890,069 at September 30, 1999.
Results of Operations
During the three months ended September 30, 1999 and 1998, Jet Set Life USA
had total operating revenues of $27,383 and $34,416, respectively. During
the three month period ended September 30, 1999 and 1998, the Company had a
gross profit of $15,118, or 55% of sales and $28,330, or 82% of sales,
respectively. General and administrative expenses were $67,085 for the three
months ended September 30, 1999, compared with $55,707 for the comparable
period from the prior year.
Commencing in the 1st quarter of 1997, sales took a sharp drop and
have continued to decline after the introduction of the new oil
additive, "Oil Extreme". This revolutionary new oil technology uses
calcium carbonate to form a tribochemical film which fills the
asperities or microscopic hills and valleys found in all metal
surfaces. Oil Extreme replaced a former product, Oil Charger, which
used chlorinated paraffins to form the tribochemical film.
Although Oil Charger produced better mileage, acceleration, and
horsepower, there were harmful side effects caused by the
chlorinated paraffins. Chlorinated paraffins produce hydrochloric
acid when heated in an engine, and when they react with ZDDP, which
is found in all motor oil additive packages, sludge is formed. The
result is a corrosive and environmentally unfriendly combination.
Chlorinated paraffins are not used in legitimate motor or racing
oils. However, they are used by many additive companies because they
produce immediate results with a low cost. Even though many
additive companies use chlorinated paraffins, this fact is generally
not addressed in promotional material.
The Company's direct sales force is made up of mostly part-time
independent sales people, and given their dedication to the former
product, some initial difficulties were experienced with the
introduction of Oil Extreme which ultimately affected sales for the
oil additive as well as for the Triple Charger. In an effort to
compensate for this drop in sales, the Company produced presentation
books, slides, videos, brochures, and have further introduced a
program where it gave each distributor $10,000.00 in free Oil
Extreme on a buy one get one free basis if they attend a training
school, pass a written test, and make a minimum of sales
presentations. That program has now been canceled. Many
distributors have now had the opportunity of testing Oil Extreme for
themselves and are convinced that the product is as good as Oil
Charger if not better. Other distributors have not yet become
convinced that this change is for the better. As a result, sales
have continued to decrease.
With the introduction of Oil Extreme, the Company feels that it will
eventually be in a much stronger position than before. It is
anticipated that because of the unique way in which the
tribochemical film reduces friction and wear, Oil Extreme will
ultimately be the biggest seller in our product line, especially in
light of the fact that dynamometer readings indicate that any
vehicle will achieve an increase in horsepower after using Oil
Extreme.
To reduce its reliance on mostly part-time distributors the Company
has started a campaign to recruit retail dealers in the automotive,
motorcycle, and boat racing industry. This also includes engine
builders in each category. After seeing what has happened to other
oil additive companies once their TV infomercials ceased the
management feels that building a solid reputation in the racing
industry will eventually give its products the stature it needs to
gain acceptance in the commercial and fleet market.
During the fiscal years 1998 and 1999 the Company instituted the
following actions to increase awareness of its products: 1. The
Company embarked on a program of dynamometer testing which proved
Oil Extreme produces horsepower. 2. JSLT developed its own complete
motor oil with the calcium carbonate technology already in the oil.
This makes us a legitimate oil company and not just an additive
producer. 3. The Company started a concentrated push to reach the
automotive performance market. This includes; auto racing,
motorcycle racing, snowmobile racing, truck racing, drag racing, hot
rods, and custom cars. It is not uncommon for even very small engine
shops, and race car and motorcycle builders to have a dynamometer in
their shops. These are the individuals who can prove in a few
minutes that Oil Extreme produces horsepower. This can shorten the
test time drastically, and prove Oil Extreme does everything the
Company says it does. 4. The Company plans to attend performance
racing industry trade shows, to introduce Oil Extreme to the
performance market, and to give samples to anyone willing to test
the product on their dynamometers. The Company also plan to attend
performance industry shows internationally as funds permit. 5. The
Company plans a limited advertising campaign in conjunction with
articles showing that both Oil Extreme concentrate and Oil Extreme
motor oil out-performs every "top" synthetic racing oil in the
world. 6. The Company plans to supply Oil Extreme to a variety of
top race teams. 7. The Company plans to open a web site on the
Internet. 8. The Company plans to start a mobile oil change
dealership program, where exclusive territories will be given to
dealers who purchase a special van which is equipped to change oil
at the customer's office or business and who exclusively use the Oil
Extreme motor oil. All of the above programs should give the
Company the reputation of being a legitimate oil company, with
legitimate new oil technology.
Even though management has seen a large drop in sales after the new
Oil Extreme was substituted for the older Oil Charger technology,
expenses have also been reduced to the point where management feels
that just a few large orders by companies or overseas importers who
have been testing the products could bring the sales back to
previous levels, and beyond. Since the Company has done so well in
racing, and has so many success stories to tell, management feels it
is time to also start a campaign to recruit many more network
marketing distributors, and since the Internet has become so
powerful a recruiting, training, and sales tool, management is
presently having a new Company web site designed. It is expected
that self replicating web sites will be made available for each new
dealer, with a reduced monthly web site fee charged each dealer.
The new Oil Extreme Mobile Pit Stop oil change business will be the
only mobile oil change business that has its own brand of oil and it
should be a very desirable dealership to own. It is estimated that
each mobile oil change van should use one 55 gallon drum of oil a
week. Management feels that as soon as data from the first few
Mobile oil change vans is collected, that this part of the business
can be franchised and a fee charged for the protected territories.
The Company has been testing a new gas and diesel fuel additive it
is calling Gas Extreme, which it feels could increase sales and
profits substantially because of the high price of gasoline in the
US as well as overseas. With petrol and diesel fuel prices as high
as $4.00 to $5.00 per gallon in many countries, and with more and
more emphasis being placed on motor vehicle emissions, the Company
hopes to establish wholly-owned sales offices and distribution
centers in countries in many parts of the world.
Management feels that this change in direction of not relying on
part-time sales people has slowed sales, but sales will rebound once
the retail dealers and engine builders have had an opportunity to
test the products for themselves. Once the Internet web site is
completed and the Oil Extreme Mobile Pit Stop oil change vans are in
operation that they will be able to take advantage of all the racing
successes the company has achieved, such as sponsoring Arie Luyendyk
at Indianapolis in the Indy 500race in 1999. Oil Extreme gained
wide publicity from Arie setting the fastest qualifying time for the
500 mile race and by leading the race. Unfortunately he was
involved in a race accident while leading
1. with the race half over and his car was unable to
continue. The Company has the right to use Arie's
picture and testimonial in its advertising and
brochures, and is finding this a great confidence
builder to customers. The company plans to continue an
aggressive program of sponsoring race cars in many
different classes.
Liquidity and Capital Resources
Jet Set Life USA had current liabilities of $1,404,244 and had no
long-term liabilities as of September 30, 1999. Working capital deficit
was $1,377,506 as of September 30, 1999.
Forward-Looking Statements
When used in this Form 10-QSB and in other filings by Jet Set Life USA with
the SEC, in Jet Set Life's press releases or other public or stockholder
communications, or in oral statements made with the approval of an
authorized executive officer of Jet Set Life USA, the words or phrases
"would be," "will allow," "intends to," "will likely result," "are expected
to," "will continue," "is anticipated," "estimate," "project," or similar
expressions are intended to identify "forward-looking statements" within the
meaning of the Private Securities Litigation Reform Act of 1995.
Jet Set Life USA cautions readers not to place undue reliance on any
forward-looking statements, which speak only as of the date made, are based
on certain assumptions and expectations which may or may not be valid or
actually occur, and which involve various risks and uncertainties, including
but no limited to risk of product demand, market acceptance, economic
conditions, competitive products and pricing, difficulties in product
development, commercialization, and technology, and other risks. In
addition, sales and other revenues may not commence and/or continue as
anticipated due to delays or otherwise. As a result, Jet Set Life's actual
results for future periods could differ materially from those anticipated or
projected.
Unless otherwise required by applicable law, Jet Set Life USA does not
undertake, and specifically disclaims any obligation, to update any
forward-looking statements to reflect occurrences, developments,
unanticipated events or circumstances after the date of such statements.
PART II
ITEM 1. LEGAL PROCEEDINGS
An individual has asserted a claim against the Company and
others wherein it is contended that this individual loaned
money to the Company and that the individual is entitled to
stock and other forms of monetary compensation and damages as
a result of dealings with the Company and the conduct of the
Company. The Company denies liability and alleges that this
individual dealt with others in a series of transactions that
did not directly involve the Company. Notwithstanding the
contentions of the parties, the Company views this matter as
a potential claim, and should this individual file a lawsuit,
this individual would possibly name the Company as a
defendant. This individual has demanded the sum of $71,000
plus interest at 10% plus $2,000 in costs. The Company
anticipates that should a civil complaint be filed, it would
include a variety of causes of action ranging from contract
claims to tort claims, some of which would include claims
based on misrepresentations of facts. On May 17, 2000, this
individual was issued 250,000 shares of free trading stock of
the Company and 500,000 shares of restricted stock of the
Company. As a result of the issuance of the stock, this
individual released all claims against the Company.
The Company is also a defendant in a lawsuit whereby the
plaintiffs allege a breach of a lease agreement. The leased
premises were sold to another entity and the Company
currently has a lease with this entity. The amount sought by
the plaintiff is $14,831. The Company has asserted various
defenses to the claims and is currently defending the action,
there have been initial settlement discussion and it is
anticipated that the matter will be settled by way of a
compromise and stipulation agreement.
Additionally, the Company is involved in a dispute of the
sponsoring of a professional boat race in Nevada. The Company
has not made an appearance in court and does not know the
status of that action as it has not been contacted by the
plaintiff and has not received any notification of any action
taken by the plaintiff with regards to the prosecution of the
action. The amount demanded by the plaintiff is $6,000 plus
40,000 shares of common stock.
The Company is also a defendant to other various lawsuits
which have been filed in the United States and the United
Kingdom for which judgements have been entered against the
Company. The amount of the judgements have been accrued in
the financial statements.
JUDGMENTS
The following judgments have been entered against Jet Set Life
Technologies, UK Ltd.
1. Elliott Group Pound 564.24 (Pounds Sterling)
2. Market Link Publishing Pound 3,065.58
3. Neat Ideas Pound 102.04
4. R.J. Stark Pound 450.00
5. Teet-Comm Pound 439.29
6. Chester Chronicle Pound 490.00
7. Rates (Taxes) Pound 2,240.45
8. CMYK Pound 161.38
9. Kings Manor Hotel Pound 125.25
TOTAL POUND 7,638.23
JSLT, UK Ltd. has plans of resolving these as soon as possible.
ITEM 2. CHANGES IN SECURITIES
None.
ITEM 3. DEFAULTS UPON SENIOR SECURITIES
None.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
None.
ITEM 5. OTHER INFORMATION
None
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
None.
SIGNATURES
Pursuant to the requirements of the Securities and Exchange Act of
1934, the registrant has duly caused this report to be signed on its
behalf by the undersigned, thereunto duly authorized:
JET SET LIFE USA, INC.
Date: July 10, 2000 By: /s/ George French
-----------------------------
George French, President
