10-Q 1 0001.txt UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended November 30, 2000 Commission file number: 000-30965 URBANFIND, INC. (Formerly Cyberbiz, Inc.) (Exact name of registrant as specified in its charter) Delaware 91-1980708 (State or other jurisdiction of incorporation (I.R.S. Employer or organization) Identification No.) 2009 Iron Street Bellingham WA 98225 (Address of principal executive offices) (Zip Code) (360) 647-3170 (Issuer's telephone number, including area code) 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 at least the past 90 days. Yes (x) No ( ) State the number of shares outstanding of each of the issuer's classes of common equity, as of the latest practicable date: 4,433,037 Transitional Small Business Disclosure Format (check one); Yes ( ) No (X) 1 TABLE OF CONTENTS PART I PAGE ---- ITEM 1 Financial Information 3 ITEM 2 Management's Discussion and Analysis of Financial Condition and Results of Operations 13 PART II ITEM 1 Legal Proceedings 13 ITEM 2 Changes in Securities 13 ITEM 3 Defaults Upon Senior Securities 13 ITEM 4 Submission of Matters to a Vote of Security Holders 13 ITEM 5 Other Information 13 ITEM 6 Exhibits and Reports on Form 8-K 13 Signatures 13 2 URBANFIND, INC. FORM 10 Q FOR THE QUARTERLY PERIOD ENDED NOVEMBER 30, 2000 PART I. - FINANCIAL INFORMATION URBANFIND, INC. (FORMERLY CYBERBIZ, INC.) (A DEVELOPMENT STAGE ENTERPRISE) FINANCIAL STATEMENTS NOVEMBER 30, 2000 WILLIAMS & WEBSTER PS CERTIFIED PUBLIC ACCOUNTANTS BANK OF AMERICA FINANCIAL CENTER W 601 RIVERSIDE, SUITE 1940 SPOKANE, WA 99201 (509) 838-5111 URBANFIND, INC. (FORMERLY CYBERBIZ, INC.) TABLE OF CONTENTS November 30, 2000 ACCOUNTANT'S REVIEW REPORT 4 FINANCIAL STATEMENTS Balance Sheets 5 Statements of Operations 6 Statement of Stockholders' Equity 7 Statements of Cash Flows 8 NOTES TO FINANCIAL STATEMENTS 9 3 Board of Directors Urbanfind, Inc. Bellingham, Washington ACCOUNTANT'S REVIEW REPORT -------------------------- We have reviewed the accompanying balance sheet of Urbanfind, Inc., formerly Cyberbiz, Inc., (a development stage enterprise) as of November 30, 2000 and the related statements of operations, stockholders' equity and cash flows for the three months ended November 30, 2000 and November 30, 1999, for the nine months ended November 30, 2000, for the period from March 12, 1999 (inception) to November 30, 1999, and for the period from March 12, 1999 (inception) to November 30, 2000. 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 in accordance with generally accepted auditing standards, the objective of which is the expression of an opinion regarding the financial statements 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 in order for them to be in conformity with generally accepted accounting principles. The financial statements for the periods ended February 29, 2000 and May 31, 2000 were audited by us and we expressed unqualified opinions on them in our reports dated March 29, 2000 and June 22, 2000, respectively. We have not performed any auditing procedures since that date. The accompanying financial statements have been prepared in conformity with generally accepted accounting principles, which contemplates continuation of the Company as a going concern. As discussed in Note 2, the Company has been in the development stage since its inception on March 12, 1999. Realization of a major portion of the assets is dependent upon the Company's ability to meet its future financing requirements, and the success of future operations. These factors raise substantial doubt about the Company's ability to continue as a going concern. Management's plans regarding those matters also are described in Note 2. The financial statements do not include any adjustments that might result from the outcome of this uncertainty. /s/ Williams & Webster, P.S. Williams & Webster, P.S. Certified Public Accountants Spokane, Washington December 8, 2000 4 URBANFIND, INC. (FORMERLY CYBERBIZ, INC.) (A DEVELOPMENT STAGE ENTERPRISE) BALANCE SHEETS November 30, February 29, 2000 2000 (Unaudited) --------------- --------------- ASSETS CURRENT ASSETS Cash $ 59,033 $ 20,290 Prepaid expense 3,600 - --------------- --------------- Total Current Assets 62,633 20,290 --------------- --------------- PLANT, PROPERTY AND EQUIPMENT Office equipment 1,254 - Website development 7,485 - Accumulated depreciation and amortization (491) - --------------- --------------- Total Plant, Property and Equipment 8,248 - --------------- --------------- TOTAL ASSETS $ 70,881 $ 20,290 =============== =============== LIABILITIES AND STOCKHOLDERS' EQUITY CURRENT LIABILITIES Accounts payable $ 100 $ - --------------- --------------- Total Current Liabilities 100 - --------------- --------------- COMMITMENTS AND CONTINGENCIES - - --------------- --------------- STOCKHOLDERS' EQUITY Preferred stock, 20,000,000 shares authorized, $0.0001 par value; no shares issued and outstanding - - Common stock, 80,000,000 shares authorized, $0.0001 par value; 4,433,037 and 4,300,000 shares issued and outstanding, respectively 443 430 Additional paid-in-capital 135,184 33,570 Deficit accumulated during development stage (64,846) (13,710) --------------- --------------- Total Stockholders' Equity 70,781 20,290 --------------- --------------- TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY $ 70,881 $ 20,290 =============== ===============
See accountant's review report and accompanying notes. 5 URBANFIND, INC. (FORMERLY CYBERBIZ, INC.) (A DEVELOPMENT STAGE ENTERPRISE) STATEMENTS OF OPERATIONS From From March 12, March 12, For the 1999 1999 Nine Months (Inception) (Inception) For the Three Months Ended Ended Through Through -------------------------- November 30, November 30, November 30, November 30, November 30, 2000 1999 2000 2000 1999 (Unaudited) (Unaudited) (Unaudited) (Unaudited) (Unaudited) ------------ ------------ ------------ ------------ ------------ REVENUES $ - $ - $ - $ - $ - ------------ ------------ ------------ ------------ ------------ EXPENSES Consulting 2,510 6,125 20,010 6,125 26,135 Filing fees 22 - 44 487 686 Legal and professional - - 8,724 5,843 14,567 Office and administrative 1,819 23 10,665 482 11,207 Depreciation and amortization 289 - 491 - 491 Web site maintenance - - 12,247 - 12,247 Transfer agent 107 - 872 558 1,430 ------------ ------------ ------------ ------------ ------------ TOTAL EXPENSES 4,747 6,148 53,053 13,495 66,763 ------------ ------------ ------------ ------------ ------------ LOSS FROM OPERATIONS (4,747) (6,148) (53,053) (13,495) (66,763) OTHER INCOME (EXPENSES) Miscellaneous income 1,219 - 1,917 - 1,917 ------------ ------------ ------------ ------------ ------------ LOSS BEFORE INCOME TAXES (3,528) (6,148) (51,136) (13,495) (64,846) INCOME TAXES - - - - - ------------ ------------ ------------ ------------ ------------ NET LOSS $ (3,528) $ (6,148) $ (51,136) $ (13,495) $ (64,846) ============ ============ ============ ============ ============ NET LOSS PER COMMON SHARE, BASIC & DILUTED $ nil $ nil $ (0.01) $ nil $ (0.01) ============ ============ ============ ============ ============ WEIGHTED AVERAGE NUMBER OF COMMON SHARES OUTSTANDING, BASIC & DILUTED 4,433,037 4,300,000 4,430,238 4,300,000 4,359,523 ============ ============ ============ ============ ============
See accountant's review report and accompanying notes. 6 URBANFIND, INC. (FORMERLY CYBERBIZ, INC.) (A DEVELOPMENT STAGE ENTERPRISE) STATEMENT OF STOCKHOLDERS' EQUITY Deficit Total Common Stock Accumulated Stock- -------------------------- Additiona During the holders' Number of Paid-in Development Equity Shares Amount Capital Stage ------------ ------------ ------------ ------------ ------------ Issuance of common stock for cash at $0.0001 per share 4,000,000 $ 400 $ 3,600 $ - $ 4,000 Issuance of common stock from private placement for cash at $0.10 per share 300,000 30 29,970 - 30,000 Loss for period ending February 29, 2000 - - - (13,710) (13,710) ------------ ------------ ------------ ------------ ------------ Balance, February 29, 2000 4,300,000 430 33,570 (13,710) 20,290 Issuance of common stock from private placement for cash at $0.675 per share 143,037 14 96,613 - 96,627 Issuance of common stock from private placement for cash at $0.25 per share 40,000 4 9,996 - 10,000 Refund of funds received from private placement (50,000) (5) (4,995) - (5,000) Loss for the three months ended November 30, 2000 - - - (51,136) (51,136) ------------ ------------ ------------ ------------ ------------ Balance, November 30, 2000 (Unaudited) 4,433,037 $ 443 $ 135,184 $ (64,846) $ 70,781 ============ ============ ============ ============ ============
See accountant's review report and accompanying notes. 7 URBANFIND, INC. (FORMERLY CYBERBIZ, INC.) (A DEVELOPMENT STAGE ENTERPRISE) STATEMENTS OF CASH FLOWS From From March 12, March 12, Nine 1999 1999 Months (Inception) (Inception) Ended through through November 30, November 30, November 30, 2000 1999 2000 (Unaudited) (Unaudited) (Unaudited) ------------ ------------ ------------ CASH FLOWS FROM OPERATING ACTIVITIES Net loss $ (51,136) $ (13,495) $ (64,846) Depreciation expense 491 - 491 Adjustments to reconcile net loss to net cash used by operating activities: Increase in prepaid expense (3,600) - (3,600) Increase in accounts payable 100 - 100 ------------ ------------ ------------ Net cash (used) in operating activities (54,145) (13,495) (67,855) ------------ ------------ ------------ CASH FLOWS FROM INVESTING ACTIVITIES Website development (7,485) - (7,485) Purchase of equipment (1,254) - (1,254) ------------ ------------ ------------ Net cash (used) by investing activities (8,739) - (8,739) ------------ ------------ ------------ CASH FLOWS FROM FINANCING ACTIVITIES Proceeds from sale of common stock 101,627 14,000 115,627 Proceeds from deferred stock subscriptions - - 20,000 ------------ ------------ ------------ Net cash provided by financing activities 101,627 14,000 135,627 ------------ ------------ ------------ Change in cash 38,743 505 59,033 Cash, beginning of period 20,290 - - ------------ ------------ ------------ Cash, end of period $ 59,033 $ 505 $ 59,033 ============ ============ ============ Supplemental cash flow disclosures: Interest paid $ - $ - $ - ============ ============ ============ Income taxes paid $ - $ - $ - ============ ============ ============
See accountant's review report and accompanying notes. 8 URBANFIND, INC. (FORMERLY CYBERBIZ, INC.) (A DEVELOPMENT STAGE ENTERPRISE) NOTES TO THE FINANCIAL STATEMENTS NOVEMBER 30, 2000 NOTE 1 - ORGANIZATION AND DESCRIPTION OF BUSINESS Urbanfind, Inc., formerly Cyberbiz, Inc., (hereinafter "the Company") was incorporated on March 12, 1999 under the laws of the State of Delaware for the purpose of providing a web site which specifically addresses the unique needs and preferences of the African American consumer. The Company maintains offices in Bellingham, Washington and in Vancouver, British Columbia. The Company's fiscal year-end is on the last calendar day of February. On November 6, 2000, the Company amended its articles of incorporation to reflect the corporate name change to Urbanfind, Inc. from Cyberbiz, Inc. NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES This summary of significant accounting policies is presented to assist in understanding the financial statements. The financial statements and notes are representations of the Company's management which is responsible for their integrity and objectivity. These accounting policies conform to generally accepted accounting principles and have been consistently applied in the preparation of the financial statements. Interim Financial Statements The interim financial statements as of November 30, 2000 and for the three months ended November 30, 2000, included herein, have been prepared for the Company without audit. They reflect all adjustments, which are, in the opinion of management, necessary to present fairly the results of operations for these periods. All such adjustments are normal recurring adjustments. The results of operations for the periods presented are not necessarily indicative of the results to be expected for the full fiscal year. Accounting Method The Company's financial statements are prepared using the accrual method of accounting. Development Stage Activities The Company has been in the development stage since its formation in March of 1999 and has not yet realized any revenues from its planned operations. It is engaged in the business of marketing and selling goods via a discount liquidation web site. Use of Estimates The process of preparing financial statements in conformity with generally accepted accounting principles requires the use of estimates and assumptions regarding certain types of assets, liabilities, revenues, and expenses. Such estimates primarily relate to unsettled transactions and events as of the date of the financial statements. Accordingly, upon settlement, actual results may differ from estimated amounts. 9 URBANFIND, INC. (FORMERLY CYBERBIZ, INC.) (A DEVELOPMENT STAGE ENTERPRISE) NOTES TO THE FINANCIAL STATEMENTS NOVEMBER 30, 2000 NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED) Cash and Cash Equivalents For purposes of the Statement of Cash Flows, the Company considers all short-term debt securities purchased with a maturity of three months or less to be cash equivalents. Fair Value of Financial Instruments The carrying amounts for cash, accounts payable, and accrued liabilities approximate their fair value. Derivative Instruments In June 1998, the Financial Accounting Standards Board issued Statement of Financial Accounting Standards ("SFAS") No. 133, "Accounting for Derivative Instruments and Hedging Activities." This standard establishes accounting and reporting standards for derivative instruments, including certain derivative instruments embedded in other contracts, and for hedging activities. It requires that an entity recognize all derivatives as either assets or liabilities in the consolidated balance sheet and measure those instruments at fair value. At November 30, 2000, the Company has not engaged in any transactions that would be considered derivative instruments or hedging activities. Revenue Recognition The Company will recognize revenue from internet-based affiliate programs when funds are earned and measurable. Compensated Absences Currently, the Company has no employees; therefore, no policy regarding compensated absences has been established. The Company will establish a policy to recognize the costs of compensated absences at the point in time that it has employees. Provision for Taxes The Company had a cumulative net operating loss of approximately $60,000 for the period from March 12, 1999 (inception) through November 30, 2000. No provision for taxes or tax benefit has been reported in the financial statements, as there is not a measurable means of assessing future profits or losses. Basic and Diluted Loss Per share Loss per share was computed by dividing the net loss by the weighted average number of shares outstanding during the period. The weighted average number of shares was calculated by taking the number of shares outstanding and weighting them by the amount of time that they were outstanding. Basic and diluted loss per share were the same, as there were no common stock equivalents outstanding. 10 URBANFIND, INC. (FORMERLY CYBERBIZ, INC.) (A DEVELOPMENT STAGE ENTERPRISE) NOTES TO THE FINANCIAL STATEMENTS NOVEMBER 30, 2000 NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED) Reclassifications Certain amounts from prior periods have been reclassified to conform with the current period presentation. This reclassification has resulted in no changes to the Company's accumulated deficit or net losses presented. Going Concern The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. As shown in the accompanying financial statements, the Company has an accumulated net loss of $64,846 for the period March 12, 1999 (inception) to November 30, 2000 and had no sales. The future of the Company is dependent upon successful and profitable operations from its discount liquidation web site. The financial statements do not include any adjustments relating to the recoverability and classification of recorded assets, or the amounts and classification of liabilities that might be necessary in the event the Company cannot continue in existence. Management has plans to seek additional capital through a private placement and public offering of its common stock. The financial statements do not include any adjustments relating to the recoverability and classification of recorded assets, or the amounts and classification of liabilities that might be necessary in the event the Company cannot continue in existence. NOTE 3 - CASH At November 30, 2000, the Company maintained a cash balance of $59,033 in a Canadian financial institution. The funds are valued in US dollars and are not insured. NOTE 4 - PREPAID EXPENSES On May 31, 2000, the Company entered into an agreement with Apus Capital Corp., a related party, and paid $7,200 for future office services and rent valued at $600 per month. The service agreement is in effect from June 1, 2000 through May 31, 2001. For the three month period ended November 30, 2000, $1,800 was recognized as office expense. NOTE 5 - PLANT, PROPERTY AND EQUIPMENT At November 30, 2000, the Company's fixed assets consist of office equipment, which is being depreciated using an accelerated method of depreciation over a five-year life span. Depreciation expense for the three month period ended November 30, 2000 was $125. NOTE 6 - WEBSITE DEVELOPMENT In November 2000, the Company revised and expanded its website. The cost of development was $7,485 and will be amortized over a period of 24 months. Amortization expense for the three months ended November 30, 2000 was $164. 11 URBANFIND, INC. (FORMERLY CYBERBIZ, INC.) (A DEVELOPMENT STAGE ENTERPRISE) NOTES TO THE FINANCIAL STATEMENTS NOVEMBER 30, 2000 NOTE 7 - PREFERRED STOCK The Company is authorized to issue 20,000,000 shares of $0.0001 par value preferred stock. The preferred shares have not been designated any preferences. As of November 30, 2000, the Company did not have any preferred shares outstanding. NOTE 8 - COMMON STOCK The Company is authorized to issue 80,000,000 shares of $0.0001 par value common stock. Each holder of common stock has one, non-cumulative vote per share on all matters voted upon by the shareholders. There are no preemptive rights or other rights of subscription. On March 15, 1999, 4,000,000 shares of common stock were sold through a private placement at a price of $0.0001 per share. The offering was made pursuant to exemptions afforded by Sections (4)2 or 3(b) of the Securities Act of 1933 and Rule 504 of Regulation D. Two additional private placements occurred on March 19, 1999 and February 17, 2000, wherein 100,000 shares and 200,000 shares, respectively, were sold at a price of $0.10 per share. The three private placements raised a total of $34,000, which proceeds were used for general corporate purposes. During the three months period ended May 31, 2000, the Company sold 183,037 shares through three private placements at an average price of $0.58 per share. The offerings were made pursuant to exemptions afforded by Sections (4)2 or 3(b) of the Securities Act of 1933 and Rule 504 of Regulation D. The private placements raised a total of $106,627, which proceeds will be used in development and maintenance of the Company's web site. None of the shares issued during the three months period ended May 31, 2000 were issued to officers and directors. On July 10, 2000, the Company refunded a subscriber of stock $5,000 in return for the 50,000 shares of common stock issued. The refund was equal to the amount paid by the subscriber for the shares returned. NOTE 9 - COMMITMENTS AND CONTINGENCIES The Company is engaged in internet-based commerce. At present, the Company is unaware of any pending litigation or of any specific past or prospective matters that could impair its ability to proceed in the marketplace. 12 URBANFIND INC. FORM 10 Q FOR THE QUARTERLY PERIOD ENDED NOVEMBER 30, 2000 ITEM 2 Management's Discussion and Analysis of Financial Condition and Results of Operations Management has been exploring a variety of revenue models in the light of recent events in the internet environment." The company is a developmental stage company. There are no appreciable changes to its financial condition or its operations except as outlined in the review for the period ended 11/30/2000. 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 a Vote of Security Holders. None Item 5. Other information. None. Item 6. Exhibits and Reports on Form 8-K. None. SIGNATURES In accordance with Section 13 or 15(d) of the Exchange Act, the Registrant caused this report to be signed on its behalf by the undersigned thereunto duly authorized. URBANFIND, INC. /s/ Robin Lee ___________________________ Date: January 12, 2001 Robin Lee President