1 UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-QSB QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE PERIOD ENDED: SEPTEMBER 30, 2000 COMMISSION FILE NUMBER: 000-27087 LITEGLOW INDUSTRIES, INC. - -------------------------------------------------------------------------------- (Exact name of registrant as specified in its charter) UTAH 65-05164035 - -------------------------------------------------------------------------------- (State or other jurisdiction of (IRS Employer incorporation or organization) Identification No.) 2301 N.W. 33RD COURT, UNIT 112, POMPANO BEACH, FLORIDA 33069 ------------------------------------------------------------- (Address, including zip code, of principal executive offices) (954) 971-4569 -------------- (Registrant's telephone number, including area code) - -------------------------------------------------------------------------------- (Former name, former address and former fiscal year, if changed since last report) Indicate by check mark whether the registrant (1) has filed all documents and 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 filings for the past 90 days. YES [X] NO [ ] APPLICABLE ONLY TO CORPORATE ISSUERS: As of September 30, 2000, the number of the Company's shares of par value $.001 common stock outstanding was 4,273,287. 2 LITEGLOW INDUSTRIES, INC. AND SUBSIDIARY FORM 10-Q SEPTEMBER 30, 2000 INDEX Part I - FINANCIAL INFORMATION ITEM 1 - Financial Statements Balance Sheet.................................................................3 Statement of Operations.......................................................4 Statement of Cash Flows.......................................................5 Notes to Financial Statements.................................................6 ITEM 2 - Management's Discussion and Analysis of Financial Condition and Results of Operations............................................7 PART II - OTHER INFORMATION...................................................9 SIGNATURES...................................................................10 2 3 LITEGLOW INDUSTRIES, INC. AND SUBSIDIARY BALANCE SHEET SEPTEMBER 30, 2000 (unaudited) ASSETS Current assets: Cash and cash equivalents $ 1,591 Accounts receivable 814,726 Inventory 752,888 Prepaid expenses 48,906 Deferred tax asset 79,000 ----------- Total current assets 1,697,111 Property and equipment less accumulated depreciation 218,347 Goodwill, net 189,580 Deposits 51,795 Advances to stockholders 16,787 ----------- $ 2,173,620 =========== LIABILITIES AND STOCKHOLDERS' EQUITY Current liabilities: Bank overdraft $ 3,960 Current maturities of long-term debt 23,757 Current maturities of capital leases 10,777 Line of credit 400,000 Accrued loss on sale of subsidiary 17,606 Accounts payable and accrued expenses 742,384 ----------- Total current liabilities 1,198,484 ----------- Long-term debt less current maturities 116,556 Long term capital lease obligations less current maturities 17,416 ----------- 133,972 ----------- Stockholders' equity: Preferred stock par value $.001 issued and authorized 1,000,000 1,000 Common stock, $.001 par value; authorized 10,000,000 shares;4,273,287 shares issued and outstanding 4,273 Additional paid-in capital 3,413,871 Retained Deficit (2,577,980) ----------- Total stockholders' equity 841,164 ----------- $ 2,173,620 =========== See accompanying notes 3 4 LITEGLOW INDUSTRIES, INC. AND SUBSIDIARY STATEMENT OF OPERATIONS (UNAUDITED) Nine Months Nine Months Three Months Three Months Ended Ended Ended Ended September 30, September 30, September 30, September 30, 2000 1999 2000 1999 ------------- ------------- ------------ ------------ Sales $ 3,363,654 $ 3,547,435 $ 1,255,819 $ 1,212,667 Cost of Sales 1,525,111 1,566,219 520,119 509,371 ----------- ----------- ----------- ----------- Gross profit 1,838,543 1,981,216 735,700 703,296 Selling, general and administrative expenses 1,828,148 1,524,873 716,233 594,695 ----------- ----------- ----------- ----------- Income from operations 10,395 456,343 19,467 108,601 ----------- ----------- ----------- ----------- Other income (expenses): Interest expense (48,743) (39,964) (8,720) (18,162) Gain on disposal of assets 6,748 -- (7,600) -- ----------- ----------- ----------- ----------- Total other income (expenses) (41,995) (39,964) (16,320) (18,162) ----------- ----------- ----------- ----------- Income (loss) before income taxes (31,600) 416,379 3,147 90,439 Income tax expense (benefit) -- -- -- -- ----------- ----------- ----------- ----------- Net income (loss) $ (31,600) $ 416,379 $ 3,147 $ 90,439 =========== =========== =========== =========== Net income (loss) per common share: Basic: Net income (loss) per common share (.01) .10 .00 (.02) Diluted: Net income (loss) per common share (.01) .05 .00 (.02) Weighted average shares outstanding basic 4,273,287 3,645,556 4,273,287 3,645,556 =========== =========== =========== =========== Weighted average shares outstanding diluted 4,273,287 8,645,556 9,273,287 3,645,556 =========== =========== =========== =========== See accompanying notes 4 5 LITEGLOW INDUSTRIES, INC. AND SUBSIDIARY STATEMENT OF CASH FLOWS (UNAUDITED) Nine Months Nine Months Ended Ended September 30, September 30, 2000 1999 ------------- ----------- Cash flows from operating activities: Net income (loss) $ (31,600) $ 416,379 Adjustments to reconcile net income to net: Cash provided by (used for) operating activities Depreciation and amortization 36,954 45,000 Deferred tax liability (60,897) -- Non cash compensation 37,333 -- Changes in assets and liabilities: Accounts receivable (243,452) (314,359) Inventory (92,860) (191,250) Prepaid expenses 86,577 (70,767) Deposits and other assets (13,290) (8,109) Accounts payable and accrued expenses 296,925 (140,434) --------- --------- Net cash provided from (used for) operations 15,690 (263,540) --------- --------- Net cash used in investing activities: Proceeds from sale of equipment 12,000 -- Purchase of equipment (34,050) (72,698) --------- --------- Net cash used for investing activities (22,050) (72,698) --------- --------- Cash flows from (used in) financing activities Repayment from (loan to) stockholder, net (24,970) 42,492 Proceeds from line of credit -- 20,000 Proceeds from long term debt -- 22,248 Payments of long term debt and leases (83,044) Proceeds from issuance of common stock -- 275,000 --------- --------- Net cash provided by (used for) financing activities (108,014) 359,740 --------- --------- Net increase (decrease) in cash and cash equivalents (114,374) 23,502 Cash and cash equivalents, beginning of period 112,005 68,296 --------- --------- Cash and cash equivalents, end of period $ (2,369) $ 91,798 ========= ========= Supplemental disclosure: Interest paid $ 48,743 $ 30,719 ========= ========= See accompanying notes 5 6 LITEGLOW INDUSTRIES, INC. AND SUBSIDIARY NOTES TO FINANCIAL STATEMENTS SEPTEMBER 30, 2000 NOTE 1: FINANCIAL STATEMENTS The balance sheet as of September 30, 2000, the statements of operation for the nine months and three months ended September 30, 2000, and 1999 and the statements of cash flows for the nine months and three months ended September 30, 2000, and 1999, have been prepared by the Company without audit. In the opinion of management, all adjustments (which include only normal recurring adjustments) necessary to present fairly the financial position, results of operations and cash flows at September 30, 2000, and for all periods presented, have been made. Certain information and footnote disclosures normally included in the financial statements prepared in accordance with generally accepted accounting principles have been condensed or omitted. It is suggested that these financial statements be read in conjunction with the financial statements and notes thereto as of December 31, 1999. NOTE 2: NET INCOME PER SHARE Net income per share is computed by dividing net income by the average number of common shares outstanding, increased by common stock equivalents determined using the treasury stock method. The difference between basic and diluted earnings per share is the result of 1,000,000 shares of preferred shares being converted into 5,000,000 common shares when those shares would not be antidilutive. 6 7 LITEGLOW INDUSTRIES, INC. AND SUBSIDIARY FORM 10-QSB SEPTEMBER 30, 2000 PART I - FINANCIAL INFORMATION Item 2 MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS The following discussion and analysis should be read in conjunction with the Financial Statements appearing elsewhere in this Report. It includes an analysis of the nine months and three months ended September 30, 2000, and 1999, respectively. FORWARD-LOOKING STATEMENTS Except for the historical statements and discussions contained herein, statements contained in this report constitute "forward-looking statements" as defined in the Securities Act of 1933 and the Securities Exchange Act of 1934, as amended. These forward-looking statements rely on a number of assumptions concerning future events, and are subject to a number of risks and uncertainties and other factors, many of which are outside the control of the Company, that could cause actual results to differ materially from such statements. Readers are cautioned not to put undue reliance on such forward-looking statements, each of which speaks only as of the date hereof. Factors and uncertainties that could affect the outcome of such forward-looking statements include, among others, market and industry conditions, increased competition, changes in governmental regulations, general economic conditions, pricing pressures, and the Company's ability to continue its growth and expand successfully into new markets and services. The Company disclaims any intention or obligation to update publicly or revise any forward-looking statements, whether as a result of new information, future events or otherwise. RESULTS OF OPERATIONS NINE MONTHS ENDED SEPTEMBER 30, 2000 AND 1999 Net sales for the nine months ended September 30, 2000, were $3,363,654 compared to net sales of $3,547,435 for the comparable period. For these same periods, costs of sales decreased from $1,525,111 from $1,566,219. Gross profit decreased from $1,981,216 for the nine months ended September 30, 1999, to $1,838,543 for the nine months ended September 30, 2000. The Company's selling, general and administrative expenses increased from $1,524,873 for the nine months ended September 30, 1999 to $1,828,148 for the nine months ended September 30, 2000. The Company had net income of $416,379 during the nine months ended September 30, 1999, compared to a net loss of $31,600 during the nine months ended September 30, 2000. 7 8 LITEGLOW INDUSTRIES, INC. AND SUBSIDIARY FORM 10-QSB SEPTEMBER 30, 2000 THREE MONTHS ENDED SEPTEMBER 30, 2000 AND 1999 During the quarter ended September 30, 2000, the Company's revenues increased to $1,255,819 compared to $1,212,667 for the comparable 1999 period. Gross profit also increased from $703,296 for the three months ended September 30, 1999, to $735,700 for the three months ended September 30, 2000. The Company had income from operations of $19,467 for the three months ended September 30, 2000, compared to income from operations of $108,601 for the comparable 1999 period. The Company had net income of $3,147 for the three months ended September 30, 2000, compared to net income of $90,439 for the comparable 1999 period. During the quarter ended September 30, 2000, the Company moved into substantially larger offices to accommodate an anticipated business expansion. The cost of this move, together with increases in staff incident to the Company's planned business expansion, materially increased its selling, general and administrative expenses for the three- and nine-month periods ended September 30, 2000, compared to the comparable 1999 periods. LIQUIDITY AND CAPITAL RESOURCES Total current assets increased from $1,436,383 at September 30, 1999 to $1,697,111 at September 30, 2000, primarily as a result of substantial increases in accounts receivable and inventory. The Company's total assets increased to $2,173,620 at June 30, 2000 compared to total assets of $1,940,298 at September 30, 1999, primarily as a result of increased current assets. The Company's accounts payable increased substantially from $169,345 at September 30, 1999 to $649,723 at September 30, 2000, as the Company had difficulty paying its accounts on a current basis, primarily as a result of selling to chain stores with extended payment terms. The Company's total current liabilities increased from $685,001 at September 30, 1999 to $1,198,483 at September 30, 2000, primarily due to the increase in accounts payable. The Company had net cash used for operations of $263,540 for the nine months ended September 30, 1999 compared to net cash provided from operations of $15,690 for the nine months ended September 30, 2000. The Company's cash and cash equivalents decreased to an overdraft of $2,369 from a balance of cash and cash equivalents of $91,798 at September 30, 1999. While the Company increased its net cash provided from operations during the nine months ended September 30, 2000 compared to that if the comparable 1999 period, the Company's substantial increase in inventory and accounts receivable in 2000 compared to 1999 created a material cash shortage. The Company has borrowed the maximum amount permitted by its line of credit facility and has had to turn to a principal shareholder for loans to meet its continuing obligations. The company is exploring additional and increased line of credit facilities and also other financing alternatives to meet its ongoing cash requirements. 8 9 LITEGLOW INDUSTRIES, INC. AND SUBSIDIARY FORM 10-QSB SEPTEMBER 30, 2000 PART II - OTHER INFORMATION Item 1 - LEGAL PROCEEDINGS None Item 2 - CHANGES IN SECURITIES None Item 3 - DEFAULTS UPON SENIOR SECURITIES None Item 4 - SUBMISSION OF MATTERS TO VOTE OF SECURITY HOLDERS None Item 5 - OTHER INFORMATION None Item 6 - EXHIBITS AND REPORTS ON FORM 8-K 27 (For SEC use only) (b) There were no reports filed on Form 8-K during the quarter ended September 30, 2000. 9 10 LITEGLOW INDUSTRIES, INC. AND SUBSIDIARY FORM 10-QSB SEPTEMBER 30, 2000 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. LITEGLOW INDUSTRIES, INC. -------------------------- Registrant Date: November 20, 2000 /s/ Spencer Krumholtz -------------------------- -------------------------- Spencer Krumholz, President 10