SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-QSB
(Mark One)
[X] Quarterly report under Section 13 or 15(d) of the Securities
Exchange Act of 1934 for the quarterly period ended June 30,
2000.
[ ] Transition report under Section 13 or 15(d) of the
Securities Exchange Act of 1934 for the transition period
from ------------ to --------------
Commission file number: 000-28751
SWEETWATER INVESTING, INC.
--------------------------------------
(Exact name of small business issuer as specified in its charter)
Wyoming 86-0970101
(State or other jurisdiction of (I.R.S. Employer Identification
incorporation or organization) No.)
10130 E. Winding Trail, Tucson, Arizona 85749
------------------------------------------
(Address of principal executive office) (Zip Code)
(520) 577-1516
----------------------
(Issuer's telephone number)
Check whether the issuer: (1) filed all reports required to
be filed by Section 13 or 15(d) of the Exchange Act during the
past 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 XX No
----- -----
The number of outstanding shares of the issuer's common
stock, $0.001 par value, as of June 30, 2000 was 1,000,000.
TABLE OF CONTENTS
PART I - FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS..........................................3
Condensed Balance Sheets as of September 30, 1999
and June 30, 2000............................................5
Condensed Statements of Operations
for the Three and Nine Month Periods Ended
June 30, 2000 and 1999.......................................6
Condensed Statements of Cash Flows
for the Nine Month Period Ended
June 30, 2000 and 1999.......................................7
Notes to Unaudited Condensed Financial Statements.................9
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS..........................10
PART II - OTHER INFORMATION
ITEM 1 LEGAL PROCEEDINGS...............................................12
ITEM 2 CHANGES IN SECURITIES...........................................12
ITEM 5 OTHER INFORMATION...............................................12
INDEX TO EXHIBITS......................................................13
[THIS SPACE HAS BEEN INTENTIONALLY LEFT BLANK]
PAGE 2
PART I
ITEM 1. FINANCIAL STATEMENTS
As used herein, the term "Company" refers to Sweetwater
Investing, Inc., a Wyoming corporation, and its subsidiaries and
predecessors unless otherwise indicated. Unaudited, condensed
interim financial statements including a balance sheet for the
Company as of the quarter ended June 30, 2000 and statements of
operations and statements of cash flows for the interim period up
to the date of such balance sheet and the comparable period of
the preceding year.
[THIS SPACE HAS BEEN LEFT BLANK INTENTIONALLY]
INDEPENDENT ACCOUNTANTS' REPORT
PAGE 3
Sweetwater Investing, Inc.
(A Development Stage Company)
We have reviewed the accompanying balance sheets of
Sweetwater Investing, Inc. (a development stage company) as of
June 30, 2000 and September 30, 1999, and the related statements
of operations for the three and nine month periods ended June 30,
2000 and 1999, and cash flows for the nine month period ended
June 30, 2000 and 1999. These financial statements are the
responsibility of the Company's management.
We conducted our review in accordance with standards
established by the American Institute of Certified Public
Accountants. A review of interim financial information consists
principally of applying analytical procedures to financial data
and making inquiries of persons responsible for financial and
accounting matters. It is substantially less in scope than an
audit conducted in accordance with generally accepted auditing
standards, the objective of which is the expression of an opinion
regarding the financial statement taken as a whole. Accordingly,
we do not express such an opinion.
Based on our review, we are not aware of any material
modifications that should be made to the accompanying financial
statements for them to be in conformity with generally accepted
accounting principles.
Respectfully submitted
/s/ Robison, Hill & Co.
------------------------
Certified Public Accountants
Salt Lake City, Utah
August 9, 2000
PAGE 4
SWEETWATER INVESTING, INC.
(A Development Stage Company)
BALANCE SHEETS
June 30, September 30,
2000 1999
------------- --------------
ASSETS: $ - $ -
============= ===============
LIABILITIES & STOCKHOLDERS' EQUITY
Current Liabilities:
Accounts Payable & Accrued Expenses $ 55 -
Stockholders' Equity:
Common Stock, Par value $.001
Authorized 100,000,000 shares,
Issued 1,000,000 Shares at
June 30, 2000 and September 30, 1999 1,000 1,000
Paid-In Capital 1,005 75
Retained Deficit (1,075) (1,075)
Deficit Accumulated During the
Development Stage (985) -
------------- --------------
Total Stockholders' Equity (55) -
------------- --------------
Total Liabilities and
Stockholders' Equity $ - $ -
============= ==============
See accompanying notes and accountants' report.
PAGE 5
SWEETWATER INVESTING, INC.
(A Development Stage Company)
STATEMENTS OF OPERATIONS
Cumulative
since
For the Three Months For the Nine Months October 20,
Ended Ended 1999 Inception of
June 30, June 30, Development Stage
--------------------- --------------------- -----------------
2000 1999 2000 1999
------ ------ ------ ------
Revenues $ - $ - $ - $ - $
--------- ---------- ---------- ---------- -----------
Expenses
General and
Administrative 55 - 985 - 985
---------- ---------- --------- ----------- ------------
Net Loss $ (55) $ - $ (985) $ - $ (985)
---------- ---------- --------- ----------- ------------
Basic & Diluted
loss per share $ - $ - $ - $ -
========== ========== ========= =========== ============
See accompanying notes and accountants' report.
PAGE 6
SWEETWATER INVESTING, INC.
(A Development Stage Company)
STATEMENTS OF CASH FLOWS
Cumulative
Since October
20, 1999
For the nine months ended Inception of
June 30, Development
---------------------------- Stage
2000 1999
------------ ------------ -------------
CASH FLOWS FROM OPERATING
ACTIVITIES:
Net Loss $ (985) $ - $ (985)
Adjustments to reconcile net
loss to net cash
Provided by operating activities
Increase (Decrease) in:
Accounts Payable & Accrued Expenses 55 - (20)
------------- ------------ ------------
Net Cash Used in operating activities (930) - (1,005)
------------- ------------ ------------
CASH FLOWS FROM INVESTING
- -------------------------
ACTIVITIES:
- ----------
Net cash provided by investing
activities - - -
-------------- ------------ -----------
CASH FLOWS FROM FINANCING
- -------------------------
ACTIVITIES:
- ----------
Capital contributed by
shareholder 930 - 1,005
------------- ------------- -----------
Net Cash Provided by
Financing Activities 930 - 1,005
------------- ------------- -----------
Net (Decrease) Increase in
Cash and Cash Equivalents - - -
Cash and Cash Equivalents
at Beginning of Period - - -
------------- ------------- ----------
Cash and Cash Equivalents
at End of Period $ - $ - $ -
============= ============= ==========
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:
- -------------------------------------------------
Cash paid during the year for:
Interest $ - $ - $ -
Franchise and income taxes $ - $ - $ 75
SUPPLEMENTAL DISCLOSURE OF NON-CASH INVESTING AND FINANCING ACTIVITIES: None
- ----------------------------------------------------------------------
See accompanying notes and accountants' report.
PAGE 7
SWEETWATER INVESTING, INC.
(A Development Stage Company)
NOTES TO FINANCIAL STATEMENTS
FOR THE THREE AND NINE MONTH PERIODS ENDED JUNE 30, 2000 AND 1999
NOTE 1 - ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
- --------------------------------------------------------------------
This summary of accounting policies for Sweetwater
Investing, Inc. (a development stage company) is presented to
assist in understanding the Company's financial statements. The
accounting policies conform to generally accepted accounting
principles and have been consistently applied in the preparation
of the financial statements.
Interim Reporting
- -----------------
The unaudited financial statements as of June 30, 2000 and
for the three and nine months then ended reflect, in the opinion
of management, all adjustments (which include only normal
recurring adjustments) necessary to fairly state the financial
position and results of operations for the three and nine months.
Operating results for interim periods are not necessarily
indicative of the results which can be expected for full years.
Organization and Basis of Presentation
- --------------------------------------
The Company was incorporated under the laws of the State of
Wyoming on March 22, 1996. The Company ceased all operating
activities during the period from March 22, 1996 to October 20,
1999 and was considered dormant. Since October 20, 1999, the
Company is in the development stage, and has not commenced
planned principal operations.
Nature of Business
- ------------------
The Company has no products or services as of June 30, 2000.
The Company was organized as a vehicle to seek merger or
acquisition candidates. The Company intends to acquire interests
in various business opportunities, which in the opinion of
management will provide a profit to the Company.
Cash and Cash Equivalents
- -------------------------
For purposes of the statement of cash flows, the Company
considers all highly liquid debt instruments purchased with a
maturity of three months or less to be cash equivalents to the
extent the funds are not being held for investment purposes.
Pervasiveness of Estimates
- --------------------------
The preparation of financial statements in conformity with
generally accepted accounting principles required management to
make estimates and assumptions that affect the reported amounts
of assets and liabilities and disclosure of contingent assets and
liabilities at the date of the financial statements and the
reported amounts of revenues and expenses during the reporting
period. Actual results could differ from those estimates.
Loss per Share
- --------------
The reconciliations of the numerators and denominators of
the basic loss per share computations are as follows:
PAGE 8
SWEETWATER INVESTING, INC.
(A Development Stage Company)
NOTES TO FINANCIAL STATEMENTS
FOR THE THREE AND NINE MONTH PERIODS ENDED JUNE 30, 2000 AND 1999
(Continued)
NOTE 1 - ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
- --------------------------------------------------------------------
Three Months Ended Three Months Ended
June 30, 2000 June 30, 1999
---------------------- ----------------------
Number of Loss Per Number of Loss
Loss Shares Share Loss Shares Per
(numerator) (denominator) (numerator) (denominator) Share
----------- ------------- ------- ----------- -------------- ------
Loss to
Common
Shareholders $ (55) $ 1,000,000 $ - $ - $ 1,000,000 $ -
=========== ============= ======= ============ ============= =======
Nine Months Ended Nine Months Ended
June 30, 2000 June 30, 1999
---------------------------------- ---------------------------------
Number of Loss Per Number of Loss
Loss Shares Share Loss Shares Per
(numerator) (denominator) (numerator) (denominator) Share
----------- ------------- -------- ----------- ------------- ------
Loss to
Common
Shareholders $ (985) $ 1,000,000 $ - $ - $ 1,000,000 $ -
=========== ============ ========= =========== ============= ======
The effect of outstanding stock equivalents are anti-
dilutive for June 30, 2000 and 1999 and are thus not considered.
Reclassification
- -----------------
Certain reclassifications have been made in the 1999
financial statements to conform with the June 30, 2000
presentation.
NOTE 2 - INCOME TAXES
- ---------------------
As of June 30, 2000, the Company has a net operating loss
carryforward for income tax reporting purposes of approximately
$2,000 that may be offset against future taxable income through
2011. Current tax laws limit the amount of loss available to be
offset against future taxable income when a substantial change in
ownership occurs. Therefore, the amount available to offset
future taxable income may be limited. No tax benefit has been
reported in the financial statements, because the Company
believes there is a 50% or greater change the carry-forwards will
expire unused. Accordingly, the potential tax benefits of the
loss carry-forwards are offset by a valuation allowance of the
same amount.
NOTE 3 - DEVELOPMENT STAGE COMPANY
- ----------------------------------
The Company has not begun principal operations and as is
common with a development stage company, the Company has had
recurring losses during its development stage.
PAGE 9
SWEETWATER INVESTING, INC.
(A Development Stage Company)
NOTES TO FINANCIAL STATEMENTS
FOR THE THREE AND NINE MONTH PERIODS ENDED JUNE 30, 2000 AND 1999
(Continued)
NOTE 4 - COMMITMENTS
- ---------------------
As of June 30, 2000 all activities of the Company have been
conducted by corporate officers from either their homes or
business offices. Currently, there are no outstanding debts owed
by the Company for the use of these facilities and there are no
commitments for future use of the facilities.
NOTE 5 - STOCK SPLIT
- --------------------
On October 20, 1999 the Board of Directors authorized 1,000
to 1 stock split, changed the authorized number of shares to
100,000,000 shares and the par value to $.001 for the Company's
common stock. As a result of the split, 999,000 shares were
issued. All references in the accompanying financial statements
to the number of common shares and per-share amounts for 2000 and
1999 have been restated to reflect the stock split.
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION
- ------------------------------------------------------------------
This Quarterly Report contains certain forward-looking
statements within the meaning of Section 27A of the Securities
Act of 1933, as amended, and Section 21E of the Securities
Exchange Act of 1934, as amended, which are intended to be
covered by the safe harbors created thereby. Investors are
cautioned that all forward-looking statements involve risks and
uncertainty, including without limitation, the ability of the
Company to continue its expansion strategy, changes in costs of
raw materials, labor, and employee benefits, as well as general
market conditions, competition and pricing. Although the Company
believes that the assumptions underlying the forward-looking
statements contained herein are reasonable, any of the
assumptions could be inaccurate, and therefore, there can be no
assurance that the forward-looking statements included in this
Quarterly Report will prove to be accurate. In light of the
significant uncertainties inherent in the forward-looking
statements including herein, the inclusion of such information
should not be regarded as are presentation by the Company or any
other person that the objectives and plans of the Company will be
achieved.
As used herein the term "Company" refers to Sweetwater
Investing, Inc., a Wyoming corporation and its predecessors,
unless the context indicates otherwise. The Company is currently
a shell company whose purpose is to acquire operations through an
acquisition or merger or to begin its own start-up business.
The Company is in the process of attempting to identify and
acquire a favorable business opportunity. The Company has
reviewed and evaluated a number of business ventures for possible
acquisition or participation by the Company. The Company has not
entered into any agreement, nor does it have any commitment or
understanding to enter into or become engaged in a transaction as
of the date of this filing. The Company continues to
investigate, review, and evaluate business opportunities as they
become available and will seek to acquire or become engaged in
business opportunities at such time as specific opportunities
warrant.
PAGE 10
Results of Operations
- ---------------------
The Company had no sales or sales revenues for the three and
nine months ended June 30, 2000 or 1999 because it is a shell
company that has not had any business operations for the past
three years.
The Company had no costs of sales revenues for the three and
nine months ended June 30, 2000 or 1999 because it is a shell
company that has not had any business operations for the past
three years. The Company had $55 and $985 in general and
administrative expenses for the three and nine month periods
ended June 30, 2000 and $0 for the same periods in 1999.
The Company recorded net loss of $55 and $985 for the three
and nine months ended June 30, 2000 compared to $0 loss for the
same periods in 1999.
Capital Resources and Liquidity
- -------------------------------
At June 30, 2000, the Company had total current assets of $0
and total assets of $0 as compared to $0 current assets and $0
total assets at September 30, 1999. The Company had a net
working capital deficit of $55 and $0 at June 30, 2000 and
September 30, 1999.
Net stockholders' deficit in the Company was $55 and $0 as
of June 30, 2000 and September 30, 1999.
PAGE 11
PART II-OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS
None.
ITEM 2. CHANGES IN SECURITIES AND USE OF PROCEEDS
None.
ITEM 3. DEFAULTS UPON SENIOR SECURITIES
None/Not Applicable.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITIES HOLDERS
None/Not Applicable.
ITEM 5. OTHER INFORMATION
None.
ITEM 6. EXHIBITS
(a) Exhibits. Exhibits required to be attached by Item 601 of
Regulation S-B are listed in the Index to Exhibits on page
12 of this Form 10-QSB, and are incorporated herein by
reference.
(b) Reports on Form 8-K. No reports on Form 8-K were filed
during the period covered by this Form 10-QSB.
SIGNATURES
In accordance with the requirements of the Exchange Act, the
registrant caused this report to be signed on its behalf by the
undersigned, thereunto duly authorized, this 9th day of August,
2000.
Sweetwater Investing, Inc.
/s/ Daniel L. Hodges
- -----------------------
Daniel L. Hodges August 9, 2000
President/CFO and Director
PAGE 12
EXHIBIT INDEX
Exhibit No. Page No. Description
27 12 Financial Data Schedule "CE"
PAGE 13
EX-27
FDS --
[ARTICLE] 5
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION
EXTRACTED FROM THE UNAUDITED FINANCIAL STATEMENTS FOR THE PERIOD
ENDED JUNE 30, 2000 THAT WERE FILED WITH THE COMPANY'S REPORT ON
FORM 10-QSB AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH
FINANCIAL STATEMENTS.
[CIK] 0001101096
[NAME] SWEETWATER INVESTING, INC.
[MULTIPLIER] 1,000
[CURRENCY] U.S. Dollars
[PERIOD-TYPE] 9-MOS
[FISCAL-YEAR-END] SEP-30-2001
[PERIOD-START] APR-1-2000
[PERIOD-END] JUN-30-2000
[EXCHANGE-RATE] 1
[CASH] 0
[SECURITIES] 0
[RECEIVABLES] 0
[ALLOWANCES] 0
[INVENTORY] 0
[CURRENT-ASSETS] 0
[PP&E] 0
[DEPRECIATION] 0
[TOTAL-ASSETS] 0
[CURRENT-LIABILITIES] 0
[BONDS] 0
[PREFERRED-MANDATORY] 0
[PREFERRED] 0
[COMMON] 1
[OTHER-SE] (1)
[TOTAL-LIABILITY-AND-EQUITY] 0
[SALES] 0
[TOTAL-REVENUES] 0
[CGS] 0
[TOTAL-COSTS] 0
[OTHER-EXPENSES] 1
[LOSS-PROVISION] 0
[INTEREST-EXPENSE] 0
[INCOME-PRETAX] (1)
[INCOME-TAX] 0
[INCOME-CONTINUING] (1)
[DISCONTINUED] 0
[EXTRAORDINARY] 0
[CHANGES] 0
[NET-INCOME] (1)
[EPS-BASIC] 0
[EPS-DILUTED] 0
#764691
PAGE 14