-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, Urn+C+i8+BGKDXK2VFrtvFgtYIWjhsn9uViaDCsoaUUkZvangc0D7azef6ZwmbkY art9dbzEgy5nZbN80/8TkQ== /in/edgar/work/0001083321-00-000001/0001083321-00-000001.txt : 20001117 0001083321-00-000001.hdr.sgml : 20001117 ACCESSION NUMBER: 0001083321-00-000001 CONFORMED SUBMISSION TYPE: 10-Q PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20000831 FILED AS OF DATE: 20001116 FILER: COMPANY DATA: COMPANY CONFORMED NAME: CYBERBIZ INC CENTRAL INDEX KEY: 0001083321 STANDARD INDUSTRIAL CLASSIFICATION: [7389 ] IRS NUMBER: 911980708 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 10-Q SEC ACT: SEC FILE NUMBER: 000-30965 FILM NUMBER: 771099 BUSINESS ADDRESS: STREET 1: 2009 IRON STREET CITY: BELLINGHAM STATE: WA ZIP: 98225 BUSINESS PHONE: 3606473170 MAIL ADDRESS: STREET 1: 2009 IRON STREET CITY: BELLINGHAM STATE: WA ZIP: 98225 10-Q 1 0001.txt Board of Directors Cyberbiz, Inc. Bellingham, Washington ACCOUNTANT'S REVIEW REPORT We have reviewed the accompanying balance sheet of Cyberbiz, Inc. (a development stage enterprise) as of August 31, 2000 and the related statements of operations, stockholders' equity and cash flows for the three months ended August 31, 2000 and August 31, 1999, for the six months ended August 31, 2000, for the period from March 12, 1999 (inception) to August 31, 1999, and for the period from March 12, 1999 (inception) to August 31, 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. Williams & Webster, P.S. Certified Public Accountants Spokane, Washington October 4, 2000 CYBERBIZ, INC. (A Development Stage Enterprise) Balance Sheets August 31, 2000 (Unaudited) February 29, 2000 ASSETS CURRENT ASSETS Cash $ 67,957 $ 20,290 Prepaid Expense 5,400 -- Total Current Assets 73,357 20,290 PLANT, PROPERTY AND EQUIPMENT Office Equipment 1,254 -- Accumulated depreciation (202) -- Total Plant, Property and Equipment 1,052 -- TOTAL ASSETS $ 74,409 $ 20,290 LIABILIITES & STOCKHOLDER'S 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 & outstanding -- -- Common stock, 80,000,000 shares authorized, $0.0001 par value; 4,433,037 and 4,300,000 shares issued & outstanding, respectively 443 430 Additional paid-in capital 135,184 33,570 Deficit accumulated during development stage (61,318) (13,710) Total Stockholders' Equity 74,309 20,290 TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY $ 74,409 $ 20,290
CYBERBIZ, INC. (A Development Stage Enterprise) Statements of Operations 03/12/99 03/12/99 3 mos 3 mos 6 mos (inception) (inception) ended ended ended through through 08/31/00 08/31/99 08/31/00 Aug.31/99 Aug.31/00 (unaudited)(unaudited)(unaudited)(unaudited)(unaudited) REVENUES $ -- $ -- $ -- $ -- $ -- EXPENSES Consulting -- -- 17,500 -- 23,625 Filing Fees 22 -- 22 -- 664 Legal & professional 5,724 -- 8,724 5,843 14,567 Office & Administrative 2,261 23 8,846 459 9,388 Depreciation 126 -- 202 -- 202 Web site maintenance -- -- 12,247 -- 12,247 Transfer Agent 415 558 765 558 1,323 TOTAL EXPENSES 8,548 581 48,306 6,860 62,016 LOSS FROM OPERATIONS (8,548) (581) (48,306) (6,860) (62,016) OTHER INCOME (EXPENSES) Miscellaneous Income 60 -- 698 -- 698 LOSS BEFORE INCOME TAXES (8,488) (581) (47,608) (6,860) (61,318) INCOME TAXES -- -- -- -- -- NET LOSS $ (8,488) $ (581) $ (47,608) $ (6,860) $ (61,318) Net Loss per common share, basic & diluted $ nil $ nil $ (0.01) $ nil $ (0.01) Weighted Average # of common shares out- standing, basic & diluted 4,454,233 4,300,000 4,428,854 4,014,917 4,243,869
CYBERBIZ, INC. (A Development Stage Enterprise) Statement of Stockholders' Equity Deficit Acc. Add. During the Total No. of Paid-in develop. Stockholders' Shares Amount Capital Stage Equity 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 period ending Aug. 31/00 -- -- -- (47,608) (47,608) Balance, Aug. 31/00 (unaudited) 4,433,037 $ 443 $135,184 $ (61,318) $ 74,309
CYBERBIZ, INC. (A Development Stage Enterprise) Statements of Cash Flows From From March 12/99 March 12/99 (inception) (inception) 6 months ended through through Aug.31/00 Aug.31/99 Aug.31/00 (unaudited) (unaudited) (unaudited) CASHFLOWS FROM OPERATING ACTIVITIES Net Loss $ (47,608) $ (6,860) $ (61,318) Depreciation Expense 202 -- 202 Adjustments to reconcile net loss to net cash used by operating activities: Increase in pre-paid expense (5,400) -- (5,400) Increase in Accounts Payable 100 -- 100 Net cash used in operating activities (52,706) (6,860) (66,416) CASHFLOWS FROM INVESTING ACTIVITIES Purchase of equipment (1,254) -- (1,254) Net cash (used) by investing activities (1,254) -- (1,254) CASHFLOWS FROM FINANCING ACTIVITIES Proceeds from sale of common stock 101,627 14,000 115,627 Proceeds from deferred stock subsriptions -- -- 20,000 Net Cash provided by financing activities 101,627 14,000 135,627 Change in cash 47,667 7,140 67,957 Cash, beginning of period 20,290 -- -- Cash, end of period $ 67,957 $ 7,140 $ 67,957 Supplemental disclosures: Interest paid: $ -- $ -- $ -- Income taxes paid: $ -- $ -- $ --
CYBERBIZ, INC. (A Development Stage Enterprise) Notes to Financial Statements NOTE 1 - ORGANIZATION AND DESCRIPTION OF BUSINESS 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. 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 August 31, 2000 and for the three months ended August 31, 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. 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 August 31, 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 August 31, 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. 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 $61,318 for the period March 12, 1999 (inception) to August 31, 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 August 31, 2000, the Company maintained a cash balance of $67,957 in a Canadian financial institution. Although the funds are valued in US dollars, they 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 services 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 August 31, 2000, $1,800 was recognized as office expense. NOTE 5 - PLANT, PROPERTY AND EQUIPMENT At August 31, 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 August 31, 2000 was $126. NOTE 6 - 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 August 31, 2000, the Company did not have any preferred shares outstanding. NOTE 7 - 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 $0.001 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 will be 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 $0.5821 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 reimbursed a subscriber of stock $5,000 in return for the 50,000 shares of common stock issued. The reimbursement was equal to the amount paid by the subscriber for the shares returned. NOTE 8 - 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. NOTE 9 - MANAGEMENT'S REPORT For the past 3 months, Management has been focused on marketing and expanding their corporate web presence. SIGNATURES Pursuant to the requirement of the Securities Exchange Act of 1934, the registrant has duly cause this report to be signed on its behalf by the undersigned thereunto duly authorized. CYBERBIZ, INC. By: /s/ Robin Lee President Date: October 15, 2000 CYBERBIZ, INC 2009 Iron Street Bellingham, WA, USA 98225 Securities and Exchange Commission Washington, D.C. 20549 Gentlemen: Pursuant to the requirements of the Securities Exchange Act of 1934, we are transmitting herewith the attached Form 10-Q. Sincerely, CYBERBIZ, INC. Robin Lee President -----END PRIVACY-ENHANCED MESSAGE-----