UNITED STATES
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, 2000
Commission File Number: 33-23473-NY
FOR THE TRANSITION PERIOD FROM TO N/A
COMMISSION FILE NUMBER: 33-23473-NY
CYBEROPTICLABS, INC.
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(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
(FORMERLY KNOWN AS VESTEX, INC.)
NEVADA 11-2917728
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(STATE OF INCORPORATION) (I.R.S. EMPLOYER
IDENTIFICATION NUMBER)
7 OLD LANTERN ROAD, NORWALK, CONNECTICUT 06851
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(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES) (ZIP CODE)
Registrant's telephone number, including area code: (203) 846-3848
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 during the past 90 days. Yes (x) No ( ).
APPLICABLE ONLY TO CORPORATE ISSUERS
State the number of shares outstanding of each of the issuer's
classes of common equity, as of the latest practicable date:
As of June 30, 2000, 4,000,000 shares of common stock were outstanding.
Transitional Small Business Disclosure Format
(Check one): Yes ( ) No (X)
Page 2
TABLE OF CONTENTS
Page
----
PART I - FINANCIAL INFORMATION............................................. 4
Item 1. Financial Statements
Condensed Balance Sheets as of June 30, 2000 and
December 31, 1999............................................... 4
Condensed Statements of Operations for the Six Months
Ended June 30, 2000 and 1999.................................... 5
Condensed Statements of Cash Flows for the Six Months
Ended June 30, 2000 and 1999.................................... 6
Condensed Statements of Stockholder's Equity (Deficit)
for the Six Months Ended June 30, 2000 and
January 1, 1999 through December 31, 1999....................... 7
Notes to Condensed Financial Statements......................... 8
Item 2. Management's Discussion And Analysis Of Financial Condition
And Results Of Operations....................................... 8
PART II - OTHER INFORMATION................................................ 11
Item 1. Legal Proceedings............................................... 11
Item 2. Changes in Securities and Use of Proceeds....................... 11
Item 4. Submission of Matters to a Vote of Security Holders..............11
Item 5. Other Information............................................... 11
Item 6. Exhibits and Reports on Form 8-K................................ 12
SIGNATURES................................................................. 12
Page 3
CYBEROPTICLABS, INC.
(A DEVELOPMENT STAGE COMPANY)
BALANCE SHEETS
JUNE 30, 2000 AND DECEMBER 31, 1999
(Unaudited)
ASSETS
June 30, December 31,
2000 1999
------------ ------------
CURRENT ASSETS:
Cash $ 510 $ -
Prepaid Expenses 29,000 29,000
------------ ------------
Total Current Assets 29,510 29,000
------------ ------------
TOTAL ASSETS $ 29,510 $ 29,000
============ ============
LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES:
Accounts payable $ 16,610 $ 4,772
Advances from shareholders
and related parties - 9,528
Accrued interest payable - 86
------------ ------------
Total Current Liabilities 16,610 14,386
------------ ------------
STOCKHOLDERS' EQUITY:
Capital stock, $.001 par value; 100,000,000
shares authorized; 4,000,000 and 2,725,000
shares issued and outstanding, at June 30,
2000 and December 31, 1999, respectively 4,000 2,725
Additional paid-in capital 557,132 526,442
Retained earnings (deficit) (500,167) (500,167)
Deficit accumulated during the development stage (48,065) (14,386)
------------ ------------
Total Stockholders' Equity 12,900 14,614
------------ ------------
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY $ 29,510 $ 29,000
============ ============
Page 4
CYBEROPTICLABS, INC.
(A DEVELOPMENT STAGE COMPANY)
STATEMENTS OF OPERATIONS
(Unaudited)
For the For the For the For the
Six Months Six Months Three Months Three Months
Ended Ended Ended Ended
June 30, June 30, June 30, June 30,
2000 1999 2000 1999
----------- ----------- ----------- -----------
SALES $ - $ - $ - $ -
----------- ----------- ----------- -----------
EXPENSES:
General and administrative 33,277 - 5,694 -
Depreciation and amortization - - - -
----------- ----------- ----------- -----------
TOTAL OPERATING EXPENSES 33,277 - 5,694 -
----------- ----------- ----------- -----------
Net (loss) before other items (33,277) - (5,694) -
----------- ----------- ----------- -----------
OTHER INCOME (EXPENSE)
Interest expense 402 - 172 -
----------- ----------- ----------- -----------
NET (LOSS) BEFORE TAXES (33,679) - (5,866) -
PROVISIONS FOR INCOME TAXES - - - -
----------- ----------- ----------- -----------
NET (LOSS) $ (33,679) $ - $ (5,866) $ -
=========== =========== =========== ===========
EARNINGS (LOSS) PER SHARE $ (0.01) $ - $ - $ -
=========== =========== =========== ===========
WEIGHTED AVERAGE SHARES
OUTSTANDING 3,174,725 2,000,000 3,505,495 2,000,000
=========== =========== =========== ===========
Page 5
CYBEROPTICLABS, INC.
(A DEVELOPMENT STAGE COMPANY)
STATEMENTS OF CASH FLOWS
(Unaudited)
For the For the For the For the
Six Months Six Months Three Months Three Months
Ended Ended Ended Ended
June 30, June 30, June 30, June 30,
2000 1999 2000 1999
----------- ----------- ----------- -----------
CASH FLOWS FROM OPERATING
ACTIVITIES:
Net loss $ (33,679) $ - $ (5,866) $ -
Adjustments to reconcile net loss to
net cash used in operating activities:
Depreciation and amortization - - - -
Changes in assets and liabilities:
Increase in accounts payable and
accrued liabilities 11,752 - 627 -
Increase in advances from shareholder (9,528) - (15,478) -
----------- ----------- ----------- -----------
Net cash used in operating activities (31,455) - (20,717) -
----------- ----------- ----------- -----------
CASH FLOWS FROM INVESTING ACTIVITIES:
Purchase of property and equipment - - - -
----------- ----------- ----------- -----------
Net cash used in investing activities - - - -
----------- ----------- ----------- -----------
CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from issuance of common stock, net 31,965 - 20,965 -
----------- ----------- ----------- -----------
Net cash provided by financing activities 31,965 - 20,965 -
----------- ----------- ----------- -----------
Net Increase (decrease) in Cash 510 - 248 -
CASH AT BEGINNING PERIOD - - 262 -
----------- ----------- ----------- -----------
CASH AT END OF PERIOD $ 510 $ - $ 510 $ -
=========== =========== =========== ===========
SUPPLEMENTAL CASH FLOW INFORMATION:
Interest expense $ 402 $ - $ 172 $ -
=========== =========== =========== ===========
Page 6
CYBEROPTICLABS, INC.
(A DEVELOPMENT STAGE COMPANY)
STATEMENTS OF STOCKHOLDERS' EQUITY/(DEFICIT)
FOR THE SIX MONTHS ENDED JUNE 30, 2000
AND THE YEAR ENDED DECEMBER 31, 1999
(Unaudited)
Deficit
Accumulated
Capital Stock Additional Retained During the
-------------------- Paid-in Earnings/ Development
Shares Amount Capital (Loss) Stage Total
--------- --------- ---------- --------- ----------- --------
BALANCE, January 1, 1999 2,000,000 $ 2,000 $ 498,167 $(500,167) $ (10,300) $(10,300)
Stock issued for contract services,
December 27, 1999 725,000 725 28,275 - - 29,000
Net loss for the year ended
December 31, 1999 - - - - (4,086) (4,086)
--------- --------- ---------- --------- ----------- --------
BALANCE, December 31, 1999 2,725,000 2,725 526,442 (500,167) (14,386) 14,614
Stock issued for contract services
and cash, February 17, 2000 275,000 275 10,725 - - 11,000
Stock issued for debt conversion
May 16, 2000 1,000,000 1,000 19,965 - - 20,965
Net income/(loss) for the six
months ended June 30, 2000 - - - - (33,679) (33,679)
--------- --------- ---------- --------- ----------- --------
BALANCE, June 30, 2000 4,000,000 $ 4,000 $ 557,132 $(500,167) $ (48,065) $ 12,900
========= ========= ========== ========= =========== ========
Page 7
CYBEROPTICLABS, INC.
NOTES TO CONDENSED FINANCIAL STATEMENTS
JUNE 30, 2000
(UNAUDITED)
1. The unaudited condensed financial statements printed herein have been
prepared in accordance with the instructions to Form 10-QSB and do not
include all of the information and disclosures required by generally
accepted accounting principles. Therefore, these financial statements
should be read in conjunction with the financial statements and related
footnotes included in the Company's Form 1O-KSB for the most recent year-
end. These financial statements reflect all adjustments that are, in the
opinion of management, necessary to fairly state the results for the interim
periods reported.
2. The results of operations for the six months ended June 30, 2000 are
not necessarily indicative of the results to be expected for the full year.
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS
INTRODUCTION
The character and holdings of the Company has changed substantially since the
last Form 10-QSB filed. Since February 26, 1992 when the Company ceased its
previous operations, the Company has been in a dormant state and re-entered the
development stage seeking to find a new business activity that would yield
profitable operations for the Company.
Currently, the Company has certain commitments from two shareholders to loan
the Company enough money to sustain operations. However, in order to fund any
activities that may be acquired by the Company, the Company expects that it
will have to either borrow or seek additional monies through a registration
of newly issued shares of common stock of the Company. The Company is seeking
additional monies to meet its current operating deficit and other obligations
until it determines what the future activities of the Company will be and
any capital requirements from such acquisitions.
The Company's plan is to seek, investigate and acquire an interest in one or
more business opportunities that the Company believes has potential for
successful development.
The readers of the current unaudited statements are referred to the Company's
Annual Report for a more in-depth view of the Company's financial position,
results of operations and changes in cash flows. Accordingly, management's
discussion as set forth below focuses primarily on the quarter ended June 30,
2000.
Page 8
LIQUIDITY
During the three months ended June 30, 2000, the Company's working capital
increased by approximately $15,099. This was mainly due to the conversion of
debt and accrued interest into common stock in the amount of $20,965. The
Company does not currently have sufficient capital in its accounts, nor
sufficient firm commitments for capital to assure its ability to meet its
current obligations or to continue its planned operations. The Company is
continuing to pursue working capital and additional revenue through new
business acquisitions, but there is no assurance that any of the planned
activities or acquisitions will be successful. The Company is currently
borrowing certain monies to maintain its activities from the officers,
directors and shareholders of the Company to meet its obligations.
The Company has entered into a letter of intent with Geils Ventures, LLC.
Under the terms of the letter of intent there are material contingencies
to the letter of intent. There can be no assurance a definitive agreement
will be entered or that a final deal will be closed.
CAPITAL RESOURCES
As a result of its limited liquidity, the Company has limited access to
additional capital resources. The Company does not have the capital to
totally fund the obligations that have matured or debts that remain currently
payable or other debts incurred during the most recent quarter ended June 30,
2000.
The Company currently has been funded by certain entities and related
individuals. These entities and individuals have limited capital that they
can lend to the Company to meet its current obligations and fund any operating
losses. The current management of the Company is seeking additional private
financing from certain outside parties to continue to pursue the business
activities of the Company. Though the obtaining of the additional capital
is not guaranteed, the management of the company believes it will be able to
obtain the capital required to meet its current obligations and pursue its
business activities.
The Company through the sale of shares of its common stock is trying to
raise the capital at around $1.00 per share. At this time, there is no
commitment for any funds.
PLAN OF OPERATIONS
The Company is a development stage corporation, with planned operations to
engage in the business of seeking a potential business acquisition or other
business opportunities should they arise.
The Company has financed its previous operations through the sale of its
securities and incurring debt and other vendor financing. The Company will
have to seek additional outside financing due to the losses incurred in its
operations, and with no current business activities, operations will not
provide any cash flows to continue its business activities.
Page 9
During the next twelve months, the Company plans to satisfy its cash
requirements by additional equity financing through the above mentioned private
placement. There can be no assurance that the Company will be successful in
raising additional equity financing during this period. If the Company is not
able to raise equity capital, it will be able to satisfy its cash requirements
for the next twelve months by contributions or loans from its officers and
directors, or affiliated entities that they may have some control or influence.
The Company has undertaken the private placement mentioned above of its common
stock in order to raise future development and operating capital. The Company
depends upon capital to be derived from future financing activities such as
subsequent offerings of its stock. There can be no assurance that the
Company will be successful in raising the capital it requires unless the
Company identifies and acquires a new business activity.
The Company is still considered to be a development stage company, with no
significant revenue, and is dependent upon the raising of capital through
placement of its common stock. There can be no assurance that the Company
will be successful in raising the capital it requires through the sale of
its common stock.
There are no contemplated product research and development costs the Company
will perform for the next twelve months. There is no expected purchase or
sale of any plant or significant equipment, and there are no expected
significant changes in the number of employees contemplated. The Company
has no current material commitments.
FORWARD-LOOKING STATEMENTS
The statements in this Form 10-QSB that are not historical facts or statements
of current status are forward-looking statements (as defined in the Private
Securities Litigation Reform Act of 1995) that involve risks and uncertainties.
Actual results may differ materially.
Page 10
PART II - OTHER INFORMATION
Item 1. Legal Proceedings
None
Item 2. Changes in Securities and Use of Proceeds
Following is a summary of sales of unregistered securities for the three months
ended June 30, 2000. All securities were issued as restricted common shares.
In addition, officers, directors and more than 10% shareholders are further
restricted in the ability to sell such shares. There have been no underwriters
of these securities and no commission or underwriting discounts have been paid.
Shares Value
Transaction Description Issued Received
- ----------------------- ------ --------
Conversion of debt for common stock 1,000,000 $20,965
The above transactions qualified for exemption from registration under Sections
3(b) or 4(2)of the Securities Act of 1933. Private placements for cash were
non-public transactions. The Company believes that all such investors are
either accredited or, either alone or with their purchaser representative, has
such knowledge and experience in financial and business matters that they are
capable of evaluating the merits and risks of the prospective investment.
Item 4. Submission of Matters to a Vote of Security Holders
None
Item 5. Other Information
The Company has converted debt to common stock from certain shareholders who
have loaned monies to the Company into 1,000,000 shares of the post-
split common stock. The conversion price is higher than the bid price
of the common stock at such time the loans were made, but substantially less
than the low bid price of the common stock in the last quarter. The
shareholders are the W.B. Growth Fund and Jennifer Wong. Both Shareholders
are related through family to the Company's officers and directors and
principal shareholders. The conversion price represents a slight increase
over the Company's bid price at the time the loans were made. Although
the Company believes the conversion price is fair, the related party nature
can be perceived as non-arms length.
Page 11
Item 6. Exhibits and Reports on Form 8-K
None
SIGNATURES
In accordance with Section 13 or 15(d) of the Securities Exchange Act, the
registrant has duly caused this report to be signed by the undersigned,
"hereunto duly authorized".
Cyberopticlabs, Inc.
(Registrant)
/s/ C.T. YEH August 10, 2000
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C.T. Yeh Date
President/Director
/s/ IVAN WONG August 10, 2000
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Ivan Wong Date
Secretary/Director