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 September 30, 2002. [ ] 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 ------- CYBER WRESTLING, INC. (Exact name of small business issuer as specified in its charter) Nevada 88-0360530 ------ ---------- (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 --------------------------------------------------------- (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 13, 2002 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 [THIS SPACE HAS BEEN INTENTIONALLY LEFT BLANK] 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 September 30, 2002, 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. [THIS SPACE HAS BEEN LEFT BLANK INTENTIONALLY] 3 INDEX TO FINANCIAL STATEMENTS Unaudited Balance Sheet as of September 30, 2002............................F-2 Unaudited Statement of Operations for the three and nine months ended September 30, 2002 and 2001 and May 31, 1996 (Date of Inception) to September 30, 2002........................................................................F-3 Unaudited Statement of Cash Flows for the nine months ended September 30, 2002 and 2001 and May 31, 1996 (Date of Inception) to September 30, 2002.........F-4 Notes to Condensed Financial Statements.....................................F-5 F-1 Cyber Wrestling, Inc. (A Development Stage Company) Balance Sheet for periods ending September 30, 2002 September 30, 2002 (Unaudited) --------- Assets Cash & cash equivalents $ - --------- Total Current Assets $ - --------- Liabilities and Stockholders' Equity Current Liabilities: Accounts payable $ 563 Related Party Payable 8,252 --------- Total Current Liabilities 8,815 --------- Stockholders' equity (deficit) Preferred stock $.001 par value, 5,000,000 shares authorized, no shares issued and outstanding on September 30, 2002 - Common stock, $.001 par value, 20,000,000 shares authorized, 2,042,000 shares issued and outstanding 2,042 Additional paid-in capital 324 Accumulated Deficit (11,181) --------- Total Stockholders' Equity (Deficit) (8,815) --------- Total Liabilities and Stockholders' Equity (Deficit) $ - $ ========= See accompanying notes to Financial Statements F-2 Cyber Wrestling, Inc. (A Development Stage Company) Unaudited Statement of Operations Three and Nine months ended September 30, 2002 and 2001 and May 31, 1996 (Date of Inception) to September 30, 2002 Three months ended Nine months ended September 30, September 30, Inception to September 30, 2002 ----------- 2002 2001 2002 2001 ----------- ----------- ----------- ----------- Revenues $ - $ - $ - $ - $ - General and administrative costs 659 1,298 2,601 1,535 11,181 ----------- ----------- ----------- ----------- ----------- Income / (Loss) before income taxes (659) (1,298) (2,601) (1,535) (11,181) Provision for income taxes - - - - - ----------- ----------- ----------- ----------- ----------- Net Income / (Loss) $ (659) $ (1,298) $ (2,601) $ (1,535) $ (11,181) =========== =========== =========== =========== =========== Income / (Loss) per common share - basic 0.00 0.00 0.00 0.00 and diluted ----------- ----------- ----------- ----------- Weighted average common shares - 2,042,000 2,042,000 2,042,000 2,042,000 basic and diluted ----------- ----------- ----------- ----------- See accompanying notes to Financial Statements F-3 Cyber Wrestling, Inc. (A Development Stage Company) Unaudited Statement of Cash Flows Nine months ended September 30, 2002 and 2001, and May 31, 1996 (Date of Inception) to September 30, 2002 Nine Months Ended Inception to September 30, September 30, 2002 2002 2001 ------------- -------------- ----------- Cash flows from operating activities: Net loss $ (2,601) $ (1,535) $ (11,181) Adjustments to reconcile net loss to net cash (used) in operating activities: Services and expenses paid with common stock - - 2,006 Increase (decrease) in accounts payable (486) 563 563 Increase (decrease) in related party payables 2,953 1,062 8,252 ------------- -------------- ----------- Net cash provided by (used in) operating activities (135) 90 (360) ------------- -------------- ----------- Cash flows from investing activities - - - ------------- -------------- ----------- Cash flows from financing activities Capital contributions by incorporators - - 360 ------------- -------------- ----------- Net cash provided by financing activities - - 360 ------------- -------------- ----------- Net increase (decrease) in cash (135) 90 - ------------- -------------- ----------- Cash, beginning of period 135 86 - ------------- -------------- ----------- Cash, end of period $ - $ 176 $ - ------------- -------------- ----------- See accompanying notes to Financial Statements F-4 Cyber Wrestling, Inc. (A Development Stage Company) Notes to Financial Statements September 30, 2002 1. Basis of Presentation The accompanying 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 Form 10-KSB for the period ended December 31, 2001, filed with the Securities and Exchange Commission. 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, 2002. 2. 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 Form 10-KSB for the period ended December 31, 2001, filed with the Securities and Exchange Commission. Therefore, those footnotes are included herein by reference F-5 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 has reviewed and evaluated a number of business ventures for possible acquisition or participation by the Company. The Company has not 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. The Company continues to investigate, review, and evaluate business opportunities as they become available and will seek to acquire or become engaged in business opportunities at such time as specific opportunities warrant. The Company anticipates that its owners, affiliates, and consultants will provide it with sufficient capital to continue operations until year end of 2002, but there can be no assurance that this expectation will be fully realized. The Company has no plans for the purchase or sale of any plant or equipment. The Company is a development stage company and currently has no employees. The Company has no current plans to make any changes in the number of employees and does not anticipate doing so until it acquires a business or an interest in an operation company. 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 7 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. 4 CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002 In connection with the Quarterly Report of Cyber Wrestling, Inc. (the" Company") on Form 10- QSB for the period ending September 30, 2002 as filed with the Securities and Exchange Commission on the date hereof (the"Report"), I, Richard Surber, sole executive officer, certify, pursuant to 18 U.S.C. S 1350, as adopted pursuant to S 906 of the Sarbanes-Oxley Act of 2002, that: (1) The Report complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and (2) The financial information contained in the Report fairly presents, in all material respects, the financial condition and result of operations of the Company. /s/ Richard Surber --------------------------------- Richard Surber Sole Executive Officer November 13, 2002 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 13th day of November, 2002. Cyber Wrestling, Inc. /s/ Richard Surber - ---------------------- Richard Surber President and Director 5 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, 2000). 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, 2000). * Incorporated herein by reference from the referenced filings previously made by the Company. 7