-----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, MCQW2AAo7G259kP9H2NdD9PiuCC/AERDaLwmySFuD9WnRQSB9S0tXWP+dqvryPFt 04h/mQL6uSh1+3BzmgkdpA== 0001094891-00-000035.txt : 20000203 0001094891-00-000035.hdr.sgml : 20000203 ACCESSION NUMBER: 0001094891-00-000035 CONFORMED SUBMISSION TYPE: 10-12G/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20000125 FILER: COMPANY DATA: COMPANY CONFORMED NAME: CYBERMARK INTERNATIONAL CORP CENTRAL INDEX KEY: 0001092299 STANDARD INDUSTRIAL CLASSIFICATION: GAMES, TOYS & CHILDREN'S VEHICLES (NO DOLLS & BICYCLES) [3944] FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 10-12G/A SEC ACT: SEC FILE NUMBER: 000-26919 FILM NUMBER: 512889 BUSINESS ADDRESS: STREET 1: 95 WEST BEAVER CREAK STREET 2: RICHMOND HILL CITY: ONTARIO CANADA STATE: A6 MAIL ADDRESS: STREET 1: 95 WEST BEAVER CREAK STREET 2: RICHMOND HILL CITY: ONTARIO CANADA STATE: A6 10-12G/A 1 AMENDMENT TO REGISTRATION OF SECURITIES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-SB - 12g/A Amendment No. 1 GENERAL FORM FOR REGISTRATION OF SECURITIES OF SMALL BUSINESS ISSUERS UNDER SECTION 12(b) OR 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 Cyber Mark International Corp. (Exact Name of Small Business Issuer as Specified in Its Charter) Delaware N/A - ----------------------- --------------------------- (State of Incorporation) (Issuer's I.R.S. Employer I.D. Number) 95 West Beaver Creek, Units 8 and 9 Richmond Hill, Ontario, Canada L4B 1H4 - ------------------------------------ -------------------------- (Address of principal executive offices) (Zip Code) (905) 707-3441 ----------------------------------------------- (Issuer's Telephone Number, Including Area Code) Securities to be registered pursuant to Section 12(b) of the Act: None Securities to be registered pursuant to Section 12(g) of the Act: Common Stock, $.0001 par value per share PART II ITEM 4. RECENT SALES OF UNREGISTERED SECURITIES The Company, on June 16, 1998, in connection with its formation and reorganization as a holding company, issued 3,930,000 shares of common stock to its founder in exchange for the outstanding stock of CM300, an Ontario corporation, in which CM300 became a wholly owned subsidiary of the Company. This transaction was exempt from registration under Section 4(2) of the Securities Act of 1933, as amended ("Securities Act") The Company, on June 16, 1998, sold 320,000 shares of common stock to a then executive officer and director of the Company for $32.00, in a private offering exempt from registration under Section 4(2) of the Securities Act. The Company, on July 2, 1998, sold 1,330,000 shares of common stock to two investors in an offering pursuant to Rule 504 of Regulation D, under the Securities Act, at a price of $.375 per share. The Company, on August 5, 1998, sold 100,000 shares of common stock to a then executive officer of the Company for $10.00 in a private offering exempt from registration under Section 4(2) of the Securities Act. The Company, on August 16, 1998, exchanged 46,000 shares of common stock for cancellation of an outstanding debt of $23,000 to a then executive officer of the Company in a private offering exempt from registration under Section 4(2) of the Securities Act. The Company, on September 18, 1998, sold 186,000 shares of common stock to 27 investors in an offering pursuant to Rule 504 of Regulation D, under the Securities Act. Of these shares, 100,000 were sold at a price of $.50 per share, 25,000 were sold at a price of $.05 per share and 61,000 were sold at a price of $1.125 per share. The Company, on October 1, 1998, sold an aggregate of 152,300 shares of common stock to seven investors in an offering pursuant to Rule 504 of Regulation D, under the Securities Act. Of these shares, 150,000 were sold at a price of $.50 per share and 2,300 shares were sold at a price of $1.125 per share. The Company, on March 10, 1999, sold 40,000 shares of common stock to an investor in an offering pursuant to Rule 504 of Regulation D, under the Securities Act, at a price of $.50 per share. All the proceeds of the above offerings, unless otherwise indicated, were used for general working capital purposes. PART F/S The unaudited financial statements of the Company for the nine months ended September 30, 1998 and 1999 are included in this Amendment No. 1 to this report beginning on page F-1. 2 CYBER MARK INTERNATIONAL CORP. Consolidated Financial Statements September 30, 1999 and 1998 F-1 Cyber Mark International Corp. Consolidated Balance Sheet As at September 30, 1999 and 1998 (Unaudited) - ------------------------------------------------------------------------------ ASSETS 1999 1998 Current Cash and cash equivalents $ - $ 243,506 Investment tax credits receivable 234,437 180,189 Accounts receivable 4,793 25,131 Inventory 93,189 116,908 Prepaid expenses 37,231 7,567 ------------ ------------- Total current assets 369,650 573,301 Property and equipment 161,961 166,374 ------------ ------------- Total assets $ 531,611 $ 739,675 ============ ============= LIABILITIES AND STOCKHOLDERS' EQUITY Current Bank indebtedness $ 8,057 $ - Accounts payable and accrued liabilities 135,294 54,094 Long-term debt - current portion 76,354 109,237 ------------ ------------- Total current liabilities 219,705 163,331 Long-term debt 79,831 162,609 Advances from shareholder 62,498 116,337 ------------ ------------- Total liabilities 362,034 442,277 ------------ ------------- SHAREHOLDERS' EQUITY Preferred stock, $.001 par value; Authorized 0 0 500,000 shares, none issued or outstanding Common stock, $.0001 par value; Authorized 10,000,000 shares; issued and outstanding 6,104,300 and 5,962,000 respectively 310 203 Additional paid in capital 739,944 552,468 Cumulative translation adjustment (17,364) - Deficit (553,313) (255,273) ------------ ------------- Total stockholders' equity 169,577 297,398 ------------ ------------- Total liabilities and stockholders' equity $ 531,611 $ 739,675 ============== =============
The accompanying notes are an integral part of these consolidated financial statements F-2 Cyber Mark International Corp. Consolidated Statements of Operations and Deficit For the Nine Months Ended September 30, 1999 (Unaudited) - -------------------------------------------------------------------------------- 1999 1998 Revenue Sales $ 214,629 $ 263,183 Other 154,578 12,111 -------------- -------------- 369,207 275,294 Cost of sales 137,797 156,128 -------------- -------------- Gross profit 231,410 119,166 -------------- -------------- Expenses Wages and benefits 108,416 69,248 Marketing 59,370 19,321 Rent and occupancy 43,649 30,489 Office and general 39,529 24,491 Professional fees 28,719 28,369 Research and development 27,859 189,687 Interest 20,434 32,271 Insurance 13,299 4,983 Telephone 7,308 9,324 Travel and entertainment 6,950 8,220 Consulting fees 6,838 3,000 Automobile 3,527 4,960 Bad debts 2,938 14,587 Trade shows and events 1,462 23,704 Amortization 27,973 35,830 -------------- -------------- 398,271 498,484 -------------- -------------- Net loss $ (166,861) $ (379,318) ============== ============== Loss per share $ (0.03) $ (0.06) ============== ==============
The accompanying notes are an integral part of these consolidated financial statements F-3 Cyber Mark International Corp. Consolidated Statements of Cash Flows For the Nine Months Ended September 30, 1999 (Unaudited) - ------------------------------------------------------------------------------- 1999 1998 Cash flows from operating activities Net loss $ (166,861) $ (379,318) Adjustments to reconcile net loss to net cash used by operating activities Amortization 27,973 35,830 Changes in assets and liabilities Investment tax credits receivable 17,964 33,117 Accounts receivable 6,654 (13,126) Inventory (5,616) (9,583) Prepaid expenses (16,352) (828) Accounts payable and accrued liabilities 66,729 (2,142) -------------- -------------- Net cash used by operating activities (69,509) (336,050) -------------- -------------- Cash flows from investing activities Purchase of property and equipment (8,246) (2,142) -------------- -------------- Net cash used by investing activities (8,246) (2,142) -------------- -------------- Cash flows from financing activities Issuance of capital stock - 552,246 Long-term debt (25,083) (18,358) Advances from shareholder (4,839) 21,333 Bank indebtedness 8,057 - -------------- -------------- Net cash provided by financing activities (21,865) 555,221 -------------- -------------- Effect of exchange rate changes on cash (7,245) 26,477 -------------- -------------- Increase (decrease) in cash and cash equivalents (106,865) 243,506 Cash and cash equivalents, beginning of period 106,865 - -------------- -------------- Cash and cash equivalents, end of period $ - $ 243,506 ============== ==============
The accompanying notes are an integral part of these consolidated financial statements F-4 Cyber Mark International Corp. Notes to Consolidated Financial Statements For the Nine Months Ended September 30, 1999 (Unaudited) - -------------------------------------------------------------------------------- 1. The financial information included herein is unaudited; however, such information reflects all adjustments, consisting solely of normal recurring adjustments which are, in the opinion of management, necessary for a fair presentation of the periods indicated. Certain information and footnote disclosures normally included in financial statements prepared in conformity with generally accepted accounting principles have been condensed or omitted pursuant to the rules and regulations of the Securities and Exchange Commission. These condensed financial statements should be read in conjunction with the consolidated financial statements and related notes contained in the Company's Annual Report for the twelve months ended December 31, 1998. The following is a summary of the significant accounting policies followed by the Company: Basis of Presentation The accompanying consolidated financial statements include the accounts of the company and its wholly-owned subsidiary. All significant intercompany transactions and balances have been eliminated in consolidation. Cash and cash equivalents The company considers all highly liquid investments with a maturity of three months or less from time of purchase to be cash equivalents. Inventory Inventory is valued at lower of cost or market. Cost is determined on the first-in-first-out basis. Property and equipment Property and equipment are stated at cost. Depreciation is provided on a straight-line basis over the estimated useful life of the assets, usually five years. For leasehold improvements, depreciation is provided on straight-line basis over five years. Estimates The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities as of the date of the financial statements and the reported amounts of revenues and expenses during the reporting periods. Actual results could differ from those estimates and assumptions. Financial instruments The company considers the fair value of all financial instruments to be not materially different from their carrying value at year end. Translation of foreign currencies The company uses the local currency as the functional currency and translates all assets and liabilities at year-end exchange rates, all income and expense accounts at average rates and records adjustments resulting from the translation in a separate component of common shareholders' equity. F-5 Page 5 Cyber Mark International Corp. Notes to Consolidated Financial Statements For the Nine Months Ended September 30, 1999 (Unaudited) - -------------------------------------------------------------------------------- Loss per common share Loss per common share is based on the weighted average number of common shares outstanding during each period. F-6 SIGNATURES Pursuant to the requirements of Section 12 of the Securities Exchange Act of 1934, the registrant has duly caused this Amendment No. 1 to the Report on Form 10-SB to be signed on its behalf by the undersigned, thereunto duly authorized on the 25th day of January, 2000. CYBER MARK INTERNATIONAL CORP. /S/ SAMUEL SINGAL ---------------------------- SAMUEL SINGAL President and Chief Operating Officer -----END PRIVACY-ENHANCED MESSAGE-----