10SB12G: Registration of securities for small business [Section 12(g)]

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549


FORM 10-SB

GENERAL FORM FOR REGISTRATION OF SECURITIES OF
SMALL BUSINESS ISSUERS
Pursuant to Section 12(b) or (g) of the Securities Exchange Act of 1934


Swifty Carwash & Quik-Lube, Inc.
(Exact name of registrant as specified in its charter)

Florida 65-078-3722
(State or other jurisdiction of (I.R.S. Employer Identi-
incorporation or organization) fication No.)


17521 Crawley Road, Odessa, Florida 33556
(Address of principal executive offices) (Zip Code)


Registrant's telephone number, including area code: (813) 926-1603

Securities to be registered pursuant to
Section 12(b) of the Act:

n.a.

Securities to be registered pursuant to
Section 12(g) of the Act:

(Title of class)

Title of each class Name of each exchange on which
to be so registered each class is to be registered

Common stock, $.0001 par value

Class A Common Stock Warrants, $.01 par value







Part I
Alternative 2

Item 6. Description of the Business.

Swifty Carwash is a Florida Corporation formed on September 23, 1997. Steele
Holdings, Inc. was a Florida Corporation having Rachel Steele as its sole
shareholder. On January 20, 1998, the Company and Steele Holdings, Inc., were
reorganized with all the assets of Steele Holdings being transferred into Swifty
Carwash & Quik-Lube, Inc. (the "Company"). Shares of Steele Holdings were
exchanged on a one to 1,000 basis. Steele Holdings had 6,000 shares of common
stock outstanding at the time of its reorganization with the Company.

The Company was formed to develop, own and operate a chain of full-service car
washes and express oil change centers (the "Centers"). The Company's founders
plan to capitalize on various trends that they believe will create demand for
the auto-related products and services to be provided by the Centers. One such
trend is the steady reduction in the number of gas stations providing routine
automobile maintenance such as oil changes. Thousands of the traditional,
full-service stations have closed and many others have been converted to
self-service stations offering no maintenance services. A second trend is the
increased demand for convenience created by Americans' busier lifestyles. A
majority of U.S. households now have two working spouses or a single working
adult. Work and family responsibilities have both reduced spare time and
increased the dependence on automobile transportation. As a result, fewer and
fewer Americans are taking the time to change their own oil and/or wash their
cars at home. Several companies have attempted to exploit these trends by
opening stand-alone car washes or quick-lube centers. The Company believes that
a market niche exists for the combination of these two services at one
establishment. Accordingly, the Company anticipates that its full service
Centers will be designed to fill this niche by offering a car wash, oil change
and fluid check within a 15 to 20 minute period, all without an appointment.

The Company anticipates that each Center will contain a full service carwash,
car detailing station, oil change and lube bays and a retail area. The Centers
will be designed so that cars can drive through the oil and lube bays and then
drive through the carwash. The oil change and lube areas will be located in two
or three bays designed and equipped to provide oil and filter changes,
lubrication and replacement of most engine fluids. The service bays will each
feature a basement in order to eliminate the need for hydraulic lifts and allow
more than one technician to work on the car simultaneously. To increase
efficiency, one technician will work from the basement and another technician
will work at ground level. In addition to changing the oil, the technicians will
also lubricate the chassis, check and fill the transmission, brakes,
differential, power steering, window washer and battery fluids, check the air
filter and inflate the tires to the proper pressure. The Company plans to have
each Center use top-quality replacement motor oils, lubricants and filters as
part of its standard oil change. The Centers will be designed and stocked to
service almost every kind of vehicle, including foreign and older vehicles.
Certain parts and supplies offered by the Company will be sold on a consignment
basis, thereby reducing the amount of capital required for inventory.

The Company anticipates that each Center will be equipped with a 100-foot fully
automatic conveyer featuring touch free equipment. The equipment will be fully
computerized and will feature the latest technology in automated carwash
equipment. Each car will be vacuumed prior to entering the wash and window
interiors will be manually cleaned after the car exits the wash. Customers will
also be given the opportunity to choose from a variety of optional services such
as tire and interior treatment. The Company anticipates that each Center will
also feature a separate station providing complete auto detailing on an
expedited basis.

The Company plans for each Center to feature a customer lounge as well as a
snack bar with coffee, espresso and related items. The lounge will include a
retail area which will display a complete line of novelty and unique
accessories. From windows located along one wall of the retail area, customers
will be able to watch their cars as they are being washed.

The Company plans to use a computerized point of sale computer system in each
Center, enabling the Company's management to identify strengths and weaknesses
in each Center's operation. The computer system will also track customer data,
sales and employee information. Each Center's computer system will eventually be
linked to the Company's home office so that results can be analyzed by the
Company's management on a daily basis.

In addition to the Company's full-service Centers, the Company may in the future
develop one or more self-service Centers. The self-service Centers would be
placed in locations that are not large enough to otherwise be usable for a
full-service Center. Self-service Centers would probably consist of a series of
four to five bays in which customers can wash their own cars using a devise that
emits soap, pressurized water and wax. In addition, one bay may be dedicated to
a touchless carwashing machine. The Company has not determined when it may
develop self-service Centers, if ever, and accordingly, has not provided for the
development of self-service Centers in its business plans described herein.
Unless expressly stated otherwise, the use of the term "Center" throughout this
Registration Statement means a full-service Center, not a self-service Center.

The Company is currently constructing its prototype Center in Palm Harbor
Florida on real property owned by the Company (hereinafter the "Prototype
Center"). The approximately one (1) acre site was purchased for $312,500. The
purchase contract with Steele Holdings is attached. The land was transferred to
the Company along with Steele Holdings' other assets in its reorganization. The
Company has entered into a contract in the amount of $15,500 with Oliveri
Architects for the design of the Prototype Center. The design contract is
attached. Equipment for the Prototype Center in the amount of $271,000.10 has
been purchased from O'Hanrahan Consultant's, Inc. The contract, which is
attached, provides for assistance with construction of the carwash and
installation and operation of the equipment. The first Center is 85% constructed
and is scheduled to open on approximately December 1, 1998. Letters of intent
have been issued regarding acquisition of other Center sites but none have been
agreed upon as of November 20, 1998.

The Company has spent approximately $200 on demographic surveys of the area
surrounding the first Center in Palm Harbor, Florida. No other funds have been
spent on product or service research by the Company.

The Company currently has no employees. However, it has agreements for services
with Donald Hughes, Raymond Lipsch and Stanley Rabushka all of whom are officers
or founding shareholders in the Company. Copies of each of these agreements are
described below and attached hereto as exhibits.

The Company currently anticipates that each Center will have approximately 15-20
full and part-time employees, consisting of one manager, two assistant mangers,
five to seven clerical and sales personnel and seven to ten employees in the
Center's carwash and oil change operations.

The Company is in the development stage of conducting its business. Its
operations are subject to various risks inherent in any start-up enterprise with
no operating history. New ventures, such as the Company, frequently encounter
unforeseen problems which often require more time and capital than budgeted, and
are subject to all of the risks inherent in the organization of a new business
venture. As a result of its developmental nature and its limited history, the
Company may be expected, at least initially, to continue to sustain operating
losses.

The officers and directors of the Company have no experience operating a
business of this type. The Company is working with consultants who have
experience in the industry: John Oster, and Edward O'Hanrahan. O'Hanrahan's
contract is discussed below. John Oster will be given 10,000 shares of the
Company's restricted common stock in exchange for consulting regarding carwash
start-up and operation for a period of one year. His contract is attached
hereto. There are other carwash companies and car lube companies with more
operating experience and financial resources than the Company. Currently, no
revenue has been received by the Company from operations. There can be no
assurance that the Centers will be profitable.

The Company's business plan for the twelve months following registration
consists of completing the development of its first six Centers and the standard
operating policies and procedures that will be applicable to all Centers. The
Company anticipates that as the fifth and sixth Centers are being developed, the
Company will also open a centralized administrative office.

The Company anticipates that it will be able to complete the first Center
without the funds from its private offering which was completed in October 1998.
The second Center will require approximately all of the funds from the Company's
private offering. Funds raised from public sales of securities will be used to
complete the remaining Centers.

Item 7. Description of the Property.

The Prototype Center is currently under development and the Company anticipates
that it will commence operations on approximately December 1. 1998. The first
Center will be located in Palm Harbor, Florida, on U.S. Highway 19. The Company
estimates that the Prototype Center will cost approximately $1.2 million dollars
and the remaining Centers should cost between $800,000 and $900,000 to
construct. The subject property containing the Prototype Center consists of
approximately one (1) acre and has received approval from Pinellas County for
site construction. A construction contract was entered into between the Company
and Brandon Construction Company for the Prototype Center construction with the
amount of $525,486 being paid to Brandon. The Company and Rachel Steele,
President of the Company, personally, entered into a promissory note with
People's Bank in the amount of $525,000 to cover the construction of the
carwash. The note has a maturity date of May 1, 2014 at a rate of one (1%)
percent in excess of the Prime Rate. Said note is secured by a mortgage on the
land owned in Pinellas County for the construction of the Prototype Center. A
copy of the note is attached. Sites for the other Centers have not been
finalized.

Item 8. Directors, Executive Officers and Significant Employees.

The following is a brief description of the educational and business experience
of each director, executive officer and key employees of the Company:

Rachel L. Steele, age 30, is a Director as well as President and Secretary of
the Company. Ms. Steele is a graduate of the University of Southern Florida with
a degree in Business Administration. Since graduating from college in May of
1994, Ms. Steele has spent the majority of her time managing her own investment
portfolio. In addition, Ms. Steele has from time to time provided certain
financial consulting services to individuals and corporations.

Raymond Lipsch, age 59, is a Director, Chief Executive Officer, Chief Financial
Officer and Treasurer of the Company. Mr. Lipsch attended Northwestern
University at Illinois. Mr. Lipsch has over 30 years of entrepreneurial and
management experience, specializing in the development of new companies,
developing new divisions and re-energizing troubled ones. Since 1992, Mr. Lipsch
has been engaged in the sales and marketing of insurance products, first as an
independent agent, then as a sales representative for American Express. Since
May 1994, Mr. Lipsch has been employed as a sales representative for Av-Med.

Donald C. Hughes, age 44, is a Director as well as a Vice President of the
Company. Mr. Hughes graduated from the University of Florida in 1977 with a
degree in Building Construction. In 1985, Mr. Hughes formed his own construction
company, Donald C. Hughes General Contractor, Inc., which has been in operation
for thirteen years and which engages primarily in the development and
construction of single family residences and small commercial buildings.

Stanley D. Rabushka, age 64, has been employed by the Company as a business
advisor and consultant since operations began in September 1997. Mr. Rabushka
graduated from Washington University in 1956 and 1958 with degrees of Bachelor
of Science in Engineering Physics and Master of Arts in Mathematics. After a
career involving scientific and engineering work for Emerson Electric and the
United States Government, among others, Mr. Rabushka served for more than 15
years as Vice President and General Manager for Louis Cap Company, a leading
manufacturer of men's headwear. Mr. Rabushka earned his Juris Doctoris degree
from Saint Louis University in 1977 and has been a practicing attorney since
that time with offices in St. Louis, Missouri. Mr. Rabushka, however, will not
provide legal service for the Company, as the Company has retained other counsel
for that purpose.

No voting arrangements exist and the above persons were selected pursuant to
provisions in Article IV of the Company's By-Laws, all holding office for a
period of one year or until their successors are elected and qualified. None of
the officers or directors of the Company have been involved in legal proceedings
during the past five years which are material to an evaluation of the ability or
integrity of any director, person nominated to become a director, or executive
officer of the issuer, including any state or Federal criminal and bankruptcy
proceedings.

Item 9. Remuneration of Directors and Officers.

Name of Individual Capacities in which Aggregate Renumeration
Was received

Rachel Steele President $ 96,166

Raymond Lipsch Consultant $ 72,500

Donald Hughes Consultant $210,000

None of the Company's officers currently receive a salary from the Company, and
all but Ms. Steele are engaged in other enterprises on a full-time basis. Rachel
Steele has received advances for services totaling $96,166 which will be repaid
at a rate of eight (8%) percent interest with payments of $5,000 payable every
three months beginning November 15th, 1998. A note for this advance is attached
as an exhibit. Mr. Lipsch has received compensation for consulting services
totaling $72,500 pursuant to his agreement for consulting services of not less
then 250 hours per year which is also attached hereto as an exhibit. Don Hughes
as president of Don Hughes General Contractor, Inc.,who is also a Director and
Vice-President of Swifty, has entered into a contract with the Company to
provide consulting services in construction and real estate for which a sum of
$210,000 was deposited for his use. Mr. Hughes' contract also attached hereto
provides that his Corporation will provide construction services for the Centers
when agreeable to both parties.

The Company anticipates that Ms. Steele will begin receiving a salary at some
point in the near future, the amount of which has not yet been determined. In
addition, the remaining officers may be paid a salary at some point in the
future as their responsibilities with the Company increase. At this time, the
Company does not plan on paying its Board of Directors in return for their
services as Directors.

Item 10. Security Ownership of Management and Certain Security Holders.

None of the officers and directors has received a salary during the past twelve
months. There are no officer or director groups. The Offering referred to below
is the Company's private offering of securities which was completed in October
of 1998.

Title Name and Amount owned Amt owned Percent
of Address before the After of
Class of Owner Offering Offering Class

Common ....... Rachel L. Steele 5,940,000 5,940,000 71%
Stock

Common ....... Stanley and Arlene 1,400,000 1,400,000 17%
Stock ........ Rabushka

Common ....... Raymond Lipsch 600,000 611,520 07%
Stock

Common ....... Donald Hughes 235,000 267,720 09%
Stock

Common
Stock ........ Total 8,175,000 8,219,240 99%

Warrants

Name of Title and amount Exercise Date
securities called for by of
Holder options, warrants or rights price Exercise

Donald Hughes Class A Common Stock 65,440 7.25 12/31/00

Raymond
Lipsch Class A Common Stock 23,040 7.25 12/31/00

Item 11. Interest of Management and Others in Certain Transactions.

Don Hughes' Consulting Agreement and Rachel Steele's Promissory Note are
discussed in Item 9 above and included in the Exhibits.

Item 12. Securities being Registered.

As of November 17, 1998, there are 8,394,120 shares and 318,240 Purchase
Warrants outstanding. 8,235,000 shares of the Company's stock are restricted
and may only be resold pursuant to Rule 144. 159,120 shares have been issued
pursuant to Rule 504 without restrictive legend.

Each share of issued and outstanding stock shall entitle the holder thereof to
fully participate in all shareholder meetings, to cast one vote on each matter
with respect to which shareholders have the right to vote, and to share ratably
in all dividends and other distributions declared and paid with respect to the
common stock, as well as in the net assets of the Company upon liquidation or
dissolution.

Each Warrant will entitle the holder to purchase one share of the Company's
common stock at an exercise price of $7.25 per share during the period ending
December 31, 2000. Each Warrant is redeemable at a price of $.01, subject to the
right of the holder to exercise his, her or its purchase rights thereunder
within a period of 30 days following issuance of the Company's written notice of
redemption.

Part II

Item 1. Market Price of and Dividends on the Registrant's Common Equity and
Other Shareholder Matters.

There is currently no public trading market for the Company's securities. This
is the Company's initial registration statement. The approximate number of
holders of record of each class of common equity securities is 28. No dividends
have been declared to date. The future dividend policy will depend upon the
Company's earnings, capital requirements, financial condition and other factors
considered relevant by the Company's Board of Directors. As of the date of
registration none of the outstanding warrants have been exercised.

Item 2. Legal Proceedings.

The Company is not a party to any pending legal proceedings.

Item 3. Changes in and Disagreements with Accountants.

The Company has not had any disagreement with its independent auditor on any
matter of accounting principles or practices or financial statement disclosure.

Item 4. Recent Sales of Unregistered Securities.

Prior to its private offering, the Company sold shares to its officers and
directors as set forth above. Additional sales to qualifying purchasers have
been made by the officers of the Company pursuant to Regulation D, Rule 504. The
Company did not pay any sales commissions or discounts to any person for the
cash sales for any shares and no public solicitation was used. No underwriter
has participated in the sales made to date. The total offering price was one
million dollars. Each Unit sold contained 800 shares of common stock and 1,600
Common Stock Purchase Warrants. The price for each Unit was $5,000. 198.9 Units
were sold for a total consideration of $994,500 was raised under the exempt
offering.

Item 5. Indemnification of Directors and Officers.

The Company has no provision for indemnification in its By-Laws. Section
607.0850 of the Florida Statutes authorizes the Company to indemnify any person
if he or she acted in good faith and in a manner he or she reasonably believed
to be in, or not opposed to, the best interests of the Company and, with respect
to any criminal action or proceeding, had no reasonable cause to believe his or
her conduct was unlawful. The termination of any proceeding by judgment, order,
settlement, or conviction or upon a plea of nolo contendere or its equivalent
shall not, of itself, create a presumption that the person did not act in good
faith and in a manner which he or she reasonably believed to be in, or not
opposed to, the best interests of the Company or, with respect to any criminal
action or proceeding, had reasonable cause to believe that his or her conduct
was unlawful. A Company shall have the power to indemnify any person against
expenses and amounts paid in settlement not exceeding, in the judgment of the
board of directors, the estimated expense of litigating the proceeding to
conclusion, actually and reasonably incurred in connection with the defense or
settlement of such proceeding, including any appeal thereof.


Part F/S

The Company's financial statements for the years ended December 31, 1997 have
been examined to the extent indicated in their reports by Pender Newkirk &
Company, independent certified public accountants and have been prepared in
accordance with generally accepted accounting principles and pursuant to
Regulation S-B as promulgated by the Securities Exchange Commission and are
included herein.

The Company's financial statements from January 1, 1998 through September 30,
1998 are unaudited and have been prepared in accordance with generally accepted
accounting principles.




Financial Statements

Swifty Carwash & Quik-Lube, Inc.
(A Development Stage Enterprise)

Periods August 13, 1997 (Date of Inception)
through September 30, 1998

Independent Auditors' Report






Swifty Carwash & Quik-Lube, Inc.

Financial Statements

Periods August 13, 1997 (Date of Inception)
through September 30, 1998











Contents




Independent Auditors' Report on Financial Statements..........................

Financial Statements:

Balance Sheets............................................................
Statements of Operations..................................................
Statements of Changes in Stockholders' Equity.............................
Statements of Cash Flows..................................................
Notes to Financial Statements.............................................






Independent Auditors' Report



Board of Directors
Swifty Carwash & Quik-Lube, Inc.
(A Development Stage Enterprise)
Odessa, Florida

We have audited the accompanying balance sheet of Swifty Carwash & Quik-Lube,
Inc. (a development stage enterprise) as of December 31, 1997 and the related
statements of operations, changes in stockholders' equity, and cash flows for
the period then ended. These financial statements are the responsibility of the
management of Swifty Carwash & Quik-Lube, Inc. Our responsibility is to express
an opinion on these financial statements based on our audit.

We conducted our audit in accordance with generally accepted auditing standards.
These standards require that we plan and perform the audit to obtain reasonable
assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation.
We believe that our audit provides a reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly, in
all material respects, the financial position of Swifty Carwash & Quik-Lube,
Inc. as of December 31, 1997 and the results of its operations and its cash
flows for the period then ended in conformity with generally accepted accounting
principles.




Certified Public Accountants
Tampa, Florida
January 30, 1998, except for the first paragraph of Note 6, as to which the date
is February 18, 1998.





Swifty Carwash & Quik-Lube, Inc.
(A Development Stage Enterprise)

Balance Sheets



September 30, December 31,
1998 1997
(Unaudited)
Assets
Current assets:
Cash and cash equivalents $ 86,649 $ 357,419
Advances to stockholder 14,500
---------------------------------------
Total current assets 101,149 357,419
---------------------------------------

Building and equipment not
yet placed in service 956,411 18,393
---------------------------------------

Other assets:
Advances to stockholder,
net of current portion 84,666
Deposits 243,948 18,948
Offering costs 8,862 10,166
Organizational costs 749 749
---------------------------------------
Total other assets 338,225 29,863
---------------------------------------

$ 1,395,785 $ 405,675
=======================================

Liabilities and Stockholders'
Equity Current liabilities:
Accounts payable $ 287,099 $ 7,705
Income taxes payable 250
Current portion of note payable 2,161
---------------------------------------
Total current liabilities 289,260 7,955
---------------------------------------

Long-term liabilities:
Stock payable 10,000
Note payable, net of current portion 204,525
---------------------------------------
Total long-term liabilities 204,525 10,000
---------------------------------------
Stockholders' equity:
Common stock; $.0001 par value;
50,000,000 shares authorized;
8,350,920 and 6,000,000 shares
issued and outstanding at
September 30, 1998 (unaudited)
and December 31, 1997, respectively 835 600
Paid in capital 1,092,438 385,777
(Deficit) retained earnings
accumulated during
development stage (191,273) 1,343
---------------------------------------
Total stockholders' equity 902,000 387,720
---------------------------------------

$ 1,395,785 $ 405,675
=======================================

Read independent auditors' report. The accompanying notes are an integral part
of the financial statements.




Swifty Carwash & Quik-Lube, Inc.
(A Development Stage Enterprise)

Statements of Operations