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, 2001.
[ ] Transition report under Section 13 or 15(d) of the Securities Exchange
Act of 1934 for the transition period from to .
Commission file number: 0-32707
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CYBER WRESTLING, INC.
(Exact name of small business issuer as specified in its charter)
Nevada 88-0360530
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(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
268 West 400 South, Suite 300, Salt Lake City, Utah 84101
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(Address of principal executive office) (Zip Code)
(801) 575-8073
(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
(the only class of voting stock), as of November 6th, 2001 was 2,042,000.
TABLE OF CONTENTS
PART I
ITEM 1. FINANCIAL STATEMENTS.................................................3
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION............4
PART II
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K.....................................4
SIGNATURES....................................................................5
INDEX TO EXHIBITS.............................................................6
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2
PART I
ITEM 1. FINANCIAL STATEMENTS
As used herein, the term "Company" refers to Cyber Wrestling, Inc. , a Nevada
corporation, and its subsidiaries and predecessors unless otherwise indicated.
Consolidated, unaudited, condensed interim financial statements including a
balance sheet for the Company as of the quarter ended June 30, 2001, and
statements of operations, and statements of cash flows for the interim period up
to the date of such balance sheet. The comparable period of the preceding year
are attached hereto as Pages F-1 through F-5 and are incorporated herein by this
reference.
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INDEX TO FINANCIAL STATEMENTS
Unaudited Balance Sheet as of June 30, 2001..................................F-2
Unaudited Statement of Operations for the three and six months ended June 30,
2001 and 2000 and May 31, 1996 (Date of Inception) to June 30, 2001..........F-3
Unaudited Statement of Cash Flows for the six months ended June 30, 2001 and
2000 and May 31, 1996 (Date of Inception) to June 30, 2001...................F-4
Notes to Condensed Financial Statements......................................F-5
F-1
Cyber Wrestling, Inc.
(A Development Stage Company)
Balance Sheet for periods ending
June 30, 2001
June 30, 2001
(Unaudited)
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Assets
Cash & cash equivalents $ 0
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Total Assets $ 0
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Liabilities and Stockholders' Equity
Current Liabilities:
Accounts payable $ 150
A/P - Related Parties 1,387
Bank Overdrafts 1
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Total Current Liabilities 1,538
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Stockholders' equity:
Additional paid-in capital 324
Common stock, $.001 par value, 20,000,000 shares authorized,
2,042,000 shares issued and outstanding 2,042
Accumulated Deficit (3,904)
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Total Stockholders' Equity (Deficit) (1,538)
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Total Liabilities and Stockholders' Equity (Deficit) $ 0
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See accompanying notes to Financial Statements
F-2
Cyber Wrestling, Inc.
(A Development Stage Company)
Unaudited Statement of Operations
Three and Six months ended June 30, 2001 and 2000 and
May 31, 1996 (Date of Inception) to June 30, 2001
Three months ended Six months ended Inception
June 30, June 30, to June
2001 2000 2001 2000 30, 2001
--------- --------- --------- --------- -------------
Revenues $ 0 $ 0 $ 0 $ 0 $ 0
General and administrative costs 87 165 237 1,124 3,904
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Income / (Loss) before income taxes (87) (165) (237) (1,124) (3,904)
Provision for income taxes 0 0 0 0 0
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Net Income / (Loss) $ (87) $ (165) $ (237) $ (1,124) $ (3,904)
========= ========= ========= ========= =============
Income / (Loss) per common share - basic 0.00 0.00 0.00 0.00
and diluted
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Weighted average common shares - 2,042,000 2,042,000 2,042,000 2,042,000
basic and diluted
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See accompanying notes to Financial Statements
F-3
Cyber Wrestling, Inc.
(A Development Stage Company)
Unaudited Statement of Cash Flows
Six months ended June 30, 2001 and 2000, and
May 31, 1996 (Date of Inception) to June 30, 2001
Six months ended
June 30, Inception to
2001 2000 June 30, 2001
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Cash flows from operating activities:
Net loss $ (237) $ (1,124) $ (3,904)
Adjustments to reconcile net loss to net cash
(used) in operating activities:
Increase in accounts payable 0 0 150
Increase in related party payables 151 850 1,388
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Net cash provided by operating activities (86) (274) (2,366)
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Cash flows from investing activities 0 0 0
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Cash flows from financing activities
Additional Paid-in Capital 0 0 324
Issuance of Common Stock 0 0 2,042
Decrease in stock subscription receivable 0 360 0
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Net cash provided by financing activities 0 360 2,366
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Net increase in cash (86) 86 0
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Cash, beginning of period 86 0 0
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Cash, end of period $ 0 $ 86 $ 0
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See accompanying notes to Financial Statements
F-4
Cyber Wrestling, Inc.
(A Development Stage Company)
Notes to Financial Statements
June 30, 2001
1. Organization
The Company was organized under the laws of the State of Nevada on May 31, 1996
and had no significant operations or activity until May 31, 1996 (date of
inception). The Company was originally formed for the purpose of specializing in
Internet "virtual mall" development. The Company's main area of focus was
directed towards the development of a virtual shopping mall specializing in the
sale of wholesale related goods on the Internet. However, due to a lack of
necessary funding. plans for a theme based virtual store were abandoned. The
Company became a "blank check" or "shell" company during the last quarter of
1996 and currently seeks to identify and complete a merger or acquisition with a
private entity whose business presents an opportunity for Company shareholders.
The Company has not yet 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.
2. Unaudited Financial Statements
The unaudited financial statements include the accounts of the Company and
include all adjustments (consisting of normal recurring items), which are, in
the opinion of management, necessary to present fairly the financial position as
of June 30, 2001, the results of operations and cash flows for the three and six
months ended June 30, 2001 and 2000, and cash flows for six months ended June
30, 2001 and 2000. The results of operations for the six months ended June 30,
2001, are not necessarily indicative of the results to be expected for the
entire year.
3. Basis of Presentation
The accompanying consolidated unaudited condensed financial statements have been
prepared by management in accordance with the instructions in Form 10-QSB and,
therefore, do not include all information and footnotes required by generally
accepted accounting principles and should, therefore, be read in conjunction
with the Company's initial registration statement on Form 10-SB, filed with the
Securities and Exchange Commission on May 9, 2001. These statements do include
all normal recurring adjustments which the Company believes necessary for a fair
presentation of the statements. The interim operations results are not
necessarily indicative of the results for the full year ended December 31, 2001.
4. Related Party Transactions
At the conclusion of the second quarter, the Company owed Hudson Consulting
Group, Inc. $1,387.18 for services rendered in preparing disclosure documents
and general administrative tasks and cash advances with regard to daily
operations. Richard Surber is president of both Hudson Consulting Group, Inc.
and the Company.
5. Additional footnotes included by reference
Except as indicated in Notes above, there have been no other material changes in
the information disclosed in the notes to the financial statements included in
the Company's initial registration statement on Form 10-SB, filed with the
Securities and Exchange Commission on May 9, 2001. Therefore, those footnotes
are included herein by reference.
4
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION
Plan of Operations
The Company's plan of operation for the coming year is to identify and acquire a
favorable business opportunity. The Company does not plan to limit its options
to any particular industry, but will evaluate each opportunity on its merits.
The Company anticipates that its owners, affiliates, and consultants will
provide it with sufficient capital to continue operations for the next twelve
months, but there can be no assurance that this expectation will be fully
realized.
The Company does not expect to generate any meaningful revenue or incur
operating expenses unless and until it acquires an interest in an operating
company.
PART II
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
(a) Exhibits Exhibits required to be attached by Item 601 of Regulation S-B
are listed in the Index to Exhibits on page 6 of this Form 10-QSB, and
are incorporated herein by this reference.
(b) Reports on Form 8-K. No reports on Form 8-K were filed during the
period covered by this Form 10-QSB.
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SIGNATURES
In accordance with the requirements of the Exchange Act, the registrant caused
this report to be signed on its behalf by the undersigned, hereunto duly
authorized, this 6th day of November, 2001.
Cyber Wrestling, Inc.
/s/ Richard D. Surber
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Richard D. Surber
President and Director
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INDEX TO EXHIBITS
EXHIBIT PAGE
NO. NO. DESCRIPTION
3(i) * Articles of Incorporation of the Company
(incorporated herein by reference from
Exhibit No. 3(i) of the Company's Form 10-SB
as filed with the Securities and Exchange
Commission on May 9, 2001).
3(ii) * Bylaws of the Company, as amended
(incorporated herein by reference from
Exhibit 3(ii) of the Company's Form 10-SB as
filed with the Securities and Exchange
Commission on May 9, 2001).
* Incorporated herein by reference from the referenced filings previously made
by the Company.
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