SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
AMENDMENT NO. 1 ON
FORM 8-K/A
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): July 31, 2001
-------------
MONSTERDAATA, INC.
--------------------------------------------------------
(Exact name of registrant as specified in its charter)
Delaware 33-1599 22-2732163
---------------------------- ------------ -------------------
(State or other jurisdiction (Commission (I.R.S. Employer
of incorporation) File Number) Identification No.)
32 East 31st Street, 9th Floor, New York, New York 10016
---------------------------------------------------- --------------
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (212) 447-2000
--------------
1
CURRENT REPORT ON FORM 8-K/A
MONSTERDAATA, INC.
July 31, 2001
This Amendment No. 1 amends Item 7 of the Current Report on Form 8-K dated
July 31, 2001 (the "Current Report"), of MonsterDaata, Inc., a Delaware
corporation ("MonsterDaata"), filed with the Securities and Exchange Commission
on August 15, 2001, relating to the merger of NeighborhoodFind.com, LLC
("NeighborhoodFind") with and into MonsterDaata, to include the information set
forth below:
Item 7. Financial Statements, Pro Forma Financial Information and Exhibits
(a) Financial Statements of Businesses Acquired.
Page
----
Independent Auditors' Report..........................................3
Financial Statements of NeighborhoodFind
Balance Sheets - June 30, 2001 (Unaudited), December 31, 2000 ........4
Statements of Operations for the six months ended June 30, 2001 and
2000 (Unaudited), for the year ended December 31, 2000, and the
period October 1, 1999 (Inception) through December 31, 1999........6
Statements of Changes in Members' Deficit.............................7
Statements of Cash Flows..............................................9
Notes to Financial Statements........................................11
(b) Pro Forma Financial Information.
Introduction to Unaudited Pro Forma Condensed Combined
Financial Information. ............................................21
Unaudited Pro forma Condensed Combined Balance Sheet June 30, 2001...22
Unaudited Pro forma Condensed Combined Statement of Operations
for the year ended December 31, 2000...............................25
Unaudited pro forma condensed combined statement of operations
for the six months ended June 30, 2001.............................27
Notes to Unaudited Pro forma Condensed Combined Financial
Information........................................................29
2
INDEPENDENT AUDITORS' REPORT
----------------------------
To the Board of Directors of
MonsterDaata, Inc.
We have audited the accompanying balance sheet of NeighborhoodFind.com, LLC as
of December 31, 2000, and the related statements of operations, members'
deficit, and cash flows for the year then ended and for the period October 1,
1999 (Inception) through December 31, 1999 (see Note 1). These financial
statements are the responsibility of the Company's management. Our
responsibility is to express an opinion on these financial statements based on
our audits.
We conducted our audits in accordance with auditing standards generally accepted
in the United States of America. Those standards require that we plan and
perform the audit to obtain reasonable assurance about whether the financial
statements are free of material misstatement. An audit includes examining, on a
test basis, evidence supporting the amounts and disclosures in the financial
statements. An audit also includes assessing the accounting principles used and
significant estimates made by management, as well as evaluating the overall
financial statement presentation. We believe that our audits provide a
reasonable basis for our opinion.
In our opinion, the financial statements referred to above present fairly, in
all material respects, the financial position of NeighborhoodFind.com, LLC as of
December 31, 2000 and the results of its operations and its cash flows for the
year then ended and for the period October 1, 1999 (inception) through December
31, 1999 in conformity with accounting principles generally accepted in the
United States of America.
The accompanying financial statements have been prepared assuming that the
Company will continue as a going concern. As discussed in Note 8, the Company
incurred a net loss of $5,034,919 during the year ended December 31, 2000, and
net cash flows used to fund operations was $2,994,567. These factors, as well as
the uncertain conditions that the Company faces relative to its business model,
create substantial doubt as to the Company's ability to continue as a going
concern. The financial statements do not include any adjustments that might
result from the outcome of these uncertainties.
October 5, 2001 /s/Marcum & Kliegman LLP
New York, NY ------------------------
Marcum & Kliegman LLP
3
NEIGHBORHOODFIND.COM, LLC
BALANCE SHEETS
June 30, 2001(Unaudited) and December 31, 2000
------------------------------------------------------------------------------
ASSETS
2001 2000
-------------------------
(Unaudited)
CURRENT ASSETS
--------------
Cash and cash equivalents $213,965 $ 34,664
Accounts receivable, less allowance for doubtful
accounts of $21,110 in 2001 and 2000 32,268 39,625
Prepaid expenses and other current assets 2,811 12,795
Advances to employees -- 5,900
----------- --------
Total Current Assets 249,044 92,984
PROPERTY AND EQUIPMENT, Net 136,122 322,693
----------------------
OTHER ASSETS 42,185 47,002
------------ ---------- --------
TOTAL ASSETS $427,351 $462,679
========== ========
4
NEIGHBORHOODFIND.COM, LLC
BALANCE SHEETS
June 30, 2001 (Unaudited) and December 31, 2000
------------------------------------------------------------------------------
LIABILITIES AND MEMBERS' DEFICIT
2001 2000
-------------------------
(Unaudited)
CURRENT LIABILITIES
Accounts payable and accrued expenses $ 540,271 $ 904,225
Deferred revenue 1,175,639 1,276,311
Current maturities of notes payable 1,702 42,048
---------- --------
Total Current Liabilities 1,717,612 2,222,584
NOTES PAYABLE, LESS CURRENT MATURITIES 927,764 899,750
-------------------------------------- ---------- -----------
TOTAL LIABILITIES 2,645,376 3,122,334
COMMITMENTS AND CONTINGENCIES
-----------------------------
MEMBERS' DEFICIT (2,218,025) (2,659,655)
---------------- ---------- -----------
TOTAL LIABILITIES AND MEMBERS' DEFICIT $ 427,351 $ 462,679
========== ===========
5
NEIGHBORHOODFIND.COM, LLC
STATEMENTS OF OPERATIONS
-----------------------------------------------------------------------------------------
For the
Period
October 1,
(Inception)
Six Months Ended June 30, Year Ended to December
--------------------------- December 31, 31,
2001 2000 2000 1999
-------------------------------------------------------------
(Unaudited) (Unaudited)
REVENUES $ 976,884 $ 393,769 $ 1,116,866 $ 18,970
-------- ----------- ----------- ----------- -----------
OPERATING EXPENSES
Selling expenses 1,312,716 1,166,923 3,919,620 335,584
General and administrative
expenses 1,050,265 638,756 2,116,385 134,596
----------- --------- -----------
TOTAL OPERATING
EXPENSES 2,362,981 1,805,679 6,036,005 470,180
----------- --------- -----------
OPERATING LOSS (1,386,097) (1,411,910) (4,919,139) (451,210)
OTHER INCOME (EXPENSE)
----------------------
Interest expense (109,832) (46,224) (130,776) (6,818)
Interest income 57 -- 14,996 --
----------- ----------- ----------- -----------
TOTAL OTHER EXPENSE (109,775) (46,224) (115,780) (6,818)
----------- ----------- -----------
NET LOSS $(1,495,872) $(1,458,134) $(5,034,919) $(458,028)
=========== =========== =========== =========
6
NEIGHBORHOODFIND.COM, LLC
STATEMENT OF CHANGES IN MEMBERS' DEFICIT,
For the Six Months June 30, 2001 (Unaudited),
-----------------------------------------------------------------------------------------------------
For the Year ended December 31, 2000,
and the Period October 1, 1999 (Inception) through December 31, 1999
-----------------------------------------------------------------------------------------------------
NeighborhoodFind.com, Inc.
(Predecessor)
--------------------------------------
NFLLC
Common Accumulated Members'
Shares Stock Deficit Deficit Total
----------------------------------------------------------------------
(Note 4)
Balance at October 1, 1999
(Inception) -- $ -- $ -- $ -- $ --
Issuance of Common Stock
for cash 00,000 5,000 -- -- 5,000
Net Loss -- -- (458,028) -- (458,028)
-------- --------- -------- ---------- ---------
Balance at December 31, 1999 100,000 5,000 (458,028) -- 453,028)
Issuance of Common Stock for
cash 650 50,025 -- -- 50,025
Issuance of Common Stock for
interest 375 18,758 -- -- 18,758
Net Loss (January 1, 2000
through June 12, 2000) -- -- (977,461) -- (977,461)
--------- --------- ------------ ----------- ----------
Balance at June 12, 2000
(Forward) 101,025 $ 73,783 $ (1,435,489 -- $(1,361,706)
--------- --------- ------------ ----------- -----------
7
NEIGHBORHOODFIND.COM, LLC
MENT OF CHANGES IN MEMBERS' DEFICIT, Continued
For the Six Months June 30, 2001 (Unaudited),
-----------------------------------------------------------------------------------------------------
For the Year ended December 31, 2000,
and the Period October 1, 1999 (Inception) through December 31, 1999
-----------------------------------------------------------------------------------------------------
NeighborhoodFind.com, Inc.
(Predecessor)
--------------------------------------
NFLLC
Common Accumulated Members'
Shares Stock Deficit Deficit Total
----------------------------------------------------------------------
(Note 4)
Balance at June 12, 2000
(Forward) 101,025 $ 73,783 $ (1,435,489 $ -- $(1,361,706)
Reorganization (Note 1) (101,025) (73,783) 1,435,489 (1,361,706) --
Conversion of Note Payable -
Stockholder to Membership
Interest -- -- -- 343,883 343,883
Issuance of membership
interest for cash -- -- -- 2,100,000 2,100,000
Issuance of warrants -
deferred debt discount -- -- -- 315,623 315,623
Exercise of warrants -- -- -- 3 3
Net Loss (June 13, 2000
through December 31, 2000) -- -- -- (4,057,458) (4,057,458)
-------- --------- ------------ ----------- ----------
Balance at December 31, 2000 -- -- -- (2,659,655) (2,659,655)
-------- --------- ------------ ----------- ----------
Issuance of membership
interest for cash (unaudited) -- -- -- 1,530,000 1,530,000
Cash contribution to equity
(Unaudited) -- -- -- 407,500 407,500
Exercise of warrants (unaudited) -- -- -- 2 2
Net Loss (Unaudited) -- -- -- (1,495,872) (1,495,872)
-------- --------- ------------ ----------- -----------
Balance at June 30, 2001 -- -- -- $(2,218,025) (2,218,025)
(Unaudited) ======== ========= ========== =========== ==========
8
NEIGHBORHOODFIND.COM, LLC
STATEMENTS OF CASH FLOWS
------------------------------------------------------------------------------------------------
For the
Period
October 1,
(Inception)
Six Months Ended June 30, Year Ended to December
------------------------- December 31, 31,
2001 2000 2000 1999
--------------------------------------------------------
(Unaudited) (Unaudited)
CASH FLOWS FROM OPERATING ACTIVITIES
------------------------------------
Net loss $(1,495,872) $(1,458,134) $(5,034,919) $ (458,028)
Adjustments to reconcile net loss
to net cash used in operating
activities:
Depreciation and amortization 69,469 18,918 79,995 5,092
Bad debt expense -- -- 21,110 --
Deferred financing costs 34,311 18,758 50,413 637
Loss on sale of fixed assets 98,339
Changes in operating assets and
liabilities:
Accounts receivable 7,357 (48,605) (60,296) (439)
Prepaid expenses 9,984 (12,795) (12,795) --
Employee advances 5,900 -- (4,900) (1,000)
Other assets -- (52,165) (48,425) (1,900)
Accounts payable and accrued
expenses (361,954) 86,991 900,046 4,182
Deferred revenue (100,672) 403,625 1,115,204 161,107
---------- --------- --------- --------
TOTAL ADJUSTMENTS (237,266) 414,727 2,040,352 167,679
---------- ---------- ---------- --------
NET CASH USED IN OPERATING
ACTIVITIES (1,733,138) (1,043,407) (2,994,567) (290,349)
CASH FLOWS FROM INVESTING ACTIVITIES
------------------------------------
Purchases of property and equipment (17,120) (35,608) (292,801) (59,352)
Cash proceeds from sale of fixed
assets 35,883 -- -- --
----------- ----------- ----------- -----------
NET CASH PROVIDED BY (USED IN)
INVESTING ACTIVITIES $ 18,763 $ (35,608) $ (292,801) $ (59,352)
----------- ----------- ----------- -----------
9
For the
Period
October 1,
(Inception)
Six Months Ended June 30, Year Ended to December
------------------------- December 31, 31,
2001 2000 2000 1999
--------------------------------------------------------
(Unaudited) (Unaudited)
CASH FLOWS FROM FINANCING ACTIVITIES
Proceeds from long term debt $ -- $ 1,051,068 $ 251,068 $ 16,445
Repayment of long term debt (43,824) (266,832) (274,688) --
Proceeds from issuance of Common Stock -- 50,025 50,025 5,000
Proceeds from issuance of Membership
Interest 1,530,000 1,050,000 2,100,000 --
Member contributions 407,500 -- -- --
Advances from Stockholder -- 13,922 13,922 329,961
Proceeds from notes payable -- -- 1,180,000 --
----------- ----------- ----------- -----------
NET CASH PROVIDED BY FINANCING
ACTIVITIES 1,893,676 1,898,183 3,320,327 351,406
----------- ----------- ----------- -----------
NET INCREASE IN CASH AND
CASH EQUIVALENTS 179,301 819,168 32,959 1,705
CASH AND CASH EQUIVALENTS - Beginning 34,664 1,705 1,705 --
----------- ----------- ----------- -----------
CASH AND CASH EQUIVALENTS - Ending $ 213,965 $ 820,873 $ 34,664 $ 1,705
=========== ========== =========== ===========
SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION
Cash paid during the periods for:
Interest $74,653 $29,349 $80,363 $6,181
======= ======= ======= ======
NON CASH INVESTING AND FINANCING
ACTIVITIES
Note payable issued for the purchase
of equipment $55,627
Warrant issued in connection with
note payable $257,247 $315,623
Conversion note payable-stockholder to
membership interest $343,883 $343,883
Subscription receivable $1,050,000
10
NEIGHBORHOODFIND.COM, LLC
NOTES TO FINANCIAL STATEMENTS
--------------------------------------------------------------------------------
NOTE 1 - Significant Accounting Policies
THE COMPANY
NeighborhoodFind.com, LLC ("NFLLC" or the "Company") was formed on May 16,
2000, under the laws of the State of Delaware. NFLLC is the successor
entity to NeighborhoodFind.com, Inc. ("NFInc").
The Company operates a web site that offers information on a subscription
and non-subscription basis about neighborhoods and communities throughout
the United States, including information about local restaurants, real
estate, entertainment, businesses and organizations.
On June 13, 2000 the Company entered into a series of transactions which
had the effect of reorganizing NFInc as follows (the "Reorganization").
o The Company entered into an "Assignment and Assumption Agreement"
("Assignment Agreement") with NFInc whereby assigning all NFInc's
assets to the Company and the Company assumed all liabilities of
NFInc in exchange for effectively 62% of the Company's membership
interests. This transaction is accounted for in accordance with AICPA
Practice Bulletin 14 "Accounting and Reporting by Limited Liability
Companies and Limited Liability Partnerships" ("Bulletin 14") and is
treated as a transfer and exchange of entities under common control.
Accordingly, the assets assigned and liabilities assumed were
recorded at the amounts which they were stated in the financial
statements of NFInc (the "Predecessor") in a manner similar to a
pooling of interests.
o The Company issued a 10% membership interest to Kenneth Clarry (the
Managing Member who is also the majority stockholder of NFInc) in
exchange for a note due to the Managing Member in the amount of
$343,883 and the assignment of intellectual property to the Company.
o The Company sold a 28% membership interest to Avalon Equity Fund LP
("Avalon") for $2,100,000. In connection with the sale, the Company
granted warrants to purchase a 5.6% membership interest to two
unrelated consultants as a cost of raising capital. The warrants have
an exercise price of $5.60.
o The Company issued an $800,000 note payable to Commerce Capital L.P.
("Commerce Capital") (See Note 3). In connection with this note the
Company granted a warrant to purchase a 3.43% membership interest in
the Company for an exercise price of $3.43. This warrant has an
estimated fair value of $257,247, which was valued using the Black
Scholes option-pricing model. This amount was recorded as a deferred
debt discount and is being amortized over the life of the note.
11
NEIGHBORHOODFIND.COM, LLC
NOTES TO FINANCIAL STATEMENTS
--------------------------------------------------------------------------------
NOTE 1 - Significant Accounting Policies, continued
THE COMPANY, continued
o The Company also reserved a 5.48% membership interest for stock
options held by NFInc's existing employees. These options become
exercisable at a termination event, as defined (See Note 7).
BASIS OF PRESENTATION
The December 31, 2000 Balance Sheet reflects the accounts of NFLLC.
For the year ended December 31 2000, the Statements of Operations, Cash
Flows and Membership/Stockholders' Deficit include the accounts of NFLLC
combined with the predecessor operations of NFInc.
For the period October 1, 1999 (Inception) to December 31 1999, the
Statements of Operations, Cash Flows and Membership/Stockholders' Deficit
include the accounts of NFInc.
The Unaudited balance sheet as of June 30, 2001 and the Statements of
Operations, Cash Flows and Membership Deficit for the six months then ended
include the accounts of NFLLC.
REVENUE RECOGNITION
Subscription Revenues
The Company recognizes subscription revenue on a straight-line basis over
the term of the respective agreements, which is typically one (1) year.
DEFERRED REVENUE
Deferred revenue in the amount of $1,175,639, $1,276,311, and $161,107 at
June 30, 2001 (Unaudited), December 31, 2000, and 1999, respectively,
represents unearned subscription revenue, which is recognized as income on
a monthly basis over the life of the individual subscriptions.
PROPERTY AND EQUIPMENT
Property and equipment is stated at cost and is being depreciated or
amortized using the straight-line method over the estimated useful lives of
the assets. Maintenance and repairs are charged to expense as incurred;
costs of major additions and betterments are capitalized. When property and
equipment is sold or otherwise disposed of, the cost and related
accumulated depreciation are eliminated from the accounts and any resulting
gain or loss is reflected in operations.
12
NEIGHBORHOODFIND.COM, LLC
NOTES TO FINANCIAL STATEMENTS
--------------------------------------------------------------------------------
NOTE 1 - Significant Accounting Policies, continued
ADVERTISING COSTS
Advertising costs are expensed as incurred. Advertising costs were $28,664
and $14,540 for the six months ended June 30, 2001 and 2000 (Unaudited) and
$296,942 and $13,306 for the year ended December 31, 2000 and the 1999
period, respectively.
Advertising barter transactions are recognized during the period in which
the advertisements are displayed on the Company's website. In January 2000,
the Company adopted Emerging Issues Task Force ("EITF") 99-17, "Accounting
for Advertising Barter Transactions". Based on the stated value of the
advertising received, barter revenues would have been valued at $183,395,
$0, $157,693 and $0 for the six months ended June 30, 2001 and 2000
(Unaudited), the year ended December 31, 2000, and the period October 1,
1999 (Inception) through December 31, 1999, respectively. However, in
accordance with EITF 99-17, barter transactions have been valued at zero
because no similar cash transactions with respect to advertising
surrendered have occurred within six months prior to the date of the barter
transaction.
CASH AND CASH EQUIVALENTS
The Company considers certain highly liquid investments with original
maturities of three months or less when acquired to be cash equivalents.
The Company has cash balances in excess of the maximum amounts insured by
the FDIC at June 30, 2001 (Unaudited).
INCOME TAXES
The members of an LLC are taxed on their proportionate share of the
Company's taxable income. Accordingly, no provision or liability for
Federal and State income taxes has been included in the accompanying
financial statements.
USE OF 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 at the date of the
financial statements and the reported amounts of revenues and expenses
during the reporting period. Actual results could differ from these
estimates.
STOCK-BASED COMPENSATION
Statement of Financial Accounting Standards No. 123, "Accounting for
Stock-Based Compensation" ("SFAS No. 123") prescribes accounting and
reporting standards for all stock-based compensation plans, including
employee stock options, restricted stock, employee stock purchase plans
and stock appreciation rights. SFAS No. 123 requires employee
compensation expense to be recorded (i) using the new fair value method
or (ii) using the existing accounting rules prescribed by Accounting
Principles Board Opinion No. 25, "Accounting for Stock
13
NEIGHBORHOODFIND.COM, LLC
NOTES TO FINANCIAL STATEMENTS
--------------------------------------------------------------------------------
NOTE 1 - Significant Accounting Policies, continued
STOCK-BASED COMPENSATION, continued
Issued to Employees" ("APB 25") and related interpretations with pro forma
disclosure of what net income and earnings per share would have been had
the Company adopted the new fair value method. The Company accounts for its
employee stock based compensation plans in accordance with the provisions
of APB 25. For non-employee options and warrants, the Company uses the fair
value method as prescribed in SFAS 123.
WEB SITE DEVELOPMENT COSTS
Web Site development costs consist principally of payroll and related
expenses for development, editorial, systems personnel and consultants; and
costs of acquired content, including licensed data.
The Company follows the provisions of Emerging Issues Task Force Issue No.
00-2 "Accounting for Web Site Development Costs", which recognize various
stages of a web site: the planning stage, the development stage, and the
operating stages. Costs qualifying for capitalization were not material,
and accordingly, all web site development costs were expensed as incurred.
NOTE 2 - PROPERTY AND EQUIPMENT
Property and equipment consists of the following as of June 30,
2001(Unaudited) and December 31, 2000.
June 30, 2001 December 31, Estimated
(Unaudited) 2000 Useful Life
------------------------------------------------
Machinery and equipment $ 274,738 $ 391,079 5-7 years
Furniture and equipment 15,941 16,701 5-7 years
----------- -----------
290,679 407,780
Less: Accumulated
depreciation (154,557) (85,087)
--------- ----------
Property and Equipment,
Net $ 136,122 $ 322,693
========== ==========
14
NEIGHBORHOODFIND.COM, LLC
NOTES TO FINANCIAL STATEMENTS
--------------------------------------------------------------------------------
NOTE 2 - PROPERTY AND EQUIPMENT, continued
Depreciation and amortization expense were $69,469 and $18,918 for the six
months ended June 30, 2001 and 2000 (Unaudited) and $79,995 and $5,092 for
the year ended December 31, 2000 and the 1999 period, respectively.
NOTE 3 - NOTES PAYABLE
Notes payable at June 30, 2001 (Unaudited) and December 31, 2000 consist of
the following:
June 30, 2001 December 31,
(Unaudited) 2000
------------------------------
On June 13, 2000, the Company issued an $800,000 note payable to Commerce
Capital with interest due monthly beginning July 1,
2000 at 1"% per annum and principal due July 1, 2005, net of deferred
debt discount of $203,261 and $228,915, respectively. (See Note 1) (a) $596,739 $ 571,085
On November 30, 2000, the Company issued a $380,000 note payable to
Commerce Capital with interest due monthly beginning
January 1, 2001 at 1"% per annum and principal due July 1, 2005, net of
deferred debt discount of $52,538 and $58,376. (a) (b). 327,462 321,624
Note payable, due in monthly installments of $670, including interest at
14% per annum -- 9,879
Note payable, due in monthly installments of $181, including interest at
14% per annum -- 2,624
Note payable, due in monthly installments of $399, including interest at
25% per annum 5,265 6,970
Note payable, due in monthly installments of $2,619, including interest
at 12% per annum -- 29,616
-------- -------
Total notes payable 929,466 941,798
Less: current maturities 1,702 42,048
Notes payable, less current maturities $927,764 $899,750
======== ========
15
NEIGHBORHOODFIND.COM, LLC
NOTES TO FINANCIAL STATEMENTS
------------------------------------------------------------------------------
NOTE 3 - NOTES PAYABLE, continued
(a) These loans were personally guaranteed by the Managing Member until
May 10, 2001 (se e Note 4).
(b) The Company granted a warrant to purchase a 2.17% membership interest
in the Company for an exercise price of $2.17. This warrant has an
estimated fair value of $58,376, which was valued using the Black
Scholes option-pricing model. This amount was recorded as a deferred
debt discount and is being amortized over the life of the note.
Aggregated maturities of long-term debt as of December 31, 2000 consist of
the following:
For the Year Ending
December 31, Amount
-----------------------------------
2001 $ 42,048
2002 7,041
2003 --
2004 --
2005 1,180,000
Thereafter --
Total 1,229,089
Less: Deferred Debt Discount (287,291)
---------
$ 941,798
=========
NOTE 4 - MEMBERSHIP DEFICIT
The following summarizes the activity in the membership deficit accounts of
the Company for the period June 13, 2000 through June 30, 2001 (unaudited).
The Company issued various classes of membership interests which are
described in (a) (b) and (c) below. The determination of the percentage of
membership interest acquired and owned at various times was based on
agreements between the members. The allocated losses to the various members
for the periods June 13, 2000 to December 31, 2000 and January 1, 2001 to
June 30, 2001 (unaudited) was based on agreements between the members.
16
NEIGHBORHOODFIND.COM, LLC
NOTES TO FINANCIAL STATEMENTS
----------------------------------------------------------------------------------------------------------------------
NOTE 4 - MEMBERSHIP DEFICIT, continued
NFInc & Clarry Commerce Commerce
Description (CV) Avalon (PV) Capital (CNV) Capital (CV) Total
-----------------------------------------------------------------------------------------------------
Balance from NFInc, June 13,
2000 (Reorganization, Note 1) $(1,361,706) $ -- $ -- $ -- $(1,361,706)
Conversion of note payable 343,883 -- -- -- 343,883
Issuance of PV interest for cash -- 2,100,000 -- -- 2,100,000
Issuance of warrants - deferred
debt discount -- -- 257,247 -- 257,247
---------- --------- ------- --------- ---------
Balance, June 13, 2000 (1,017,823) 2,100,000 257,247 -- 1,339,424
Membership Interest,
June 13, 2000 72% 28% 0% 0% 100%
========== =========== ======== =========== ============
Exercise of warrant -- -- 3 -- 3
Issuance of warrant - deferred
debt discount -- 58,376 -- 58,376
Net loss, June 13, 2000 through
December 31, 2000 (2,780,170) (1,277,288) -- -- (4,057,458)
---------- ---------- ------- --------- ----------
Balance, December 31, 2000 (3,797,993) 822,712 315,626 -- (2,659,655)
Membership Interest,
December 31, 2000 70% 27% 3% 0% 100%
========== =========== ======== =========== ============
Issuance of PV interest for cash -- 1,530,000 -- -- 1,530,000
---------- ---------- ------- --------- ----------
Balance, May 9, 2001 (3,797,993) 2,352,712 315,626 -- (1,129,655)
Membership Interest,
May 9, 2001 20% 77% 3% 0% 100%
========== =========== ======== =========== ============
Exercise of warrant -- -- 2 -- 2
Payment of fee to eliminate
guarantee obligations (2,500) -- 2,500 -- --
Sale of membership interest
between members 3,800,493 (3,800,493) -- -- --
Conversion from CNV to CV
interest -- -- (318,128) 318,128 --
Cash contribution to equity -- 407,500 -- -- 407,500
Net loss, six months ended
June 30, 2001 -- (1,450,996) -- (44,876) (1,495,872)
---------- ----------- -------- ----------- ------------
Balance, June 30, 2001
(Unaudited) $ -- $(2,491,277) $ -- $ (273,252) $ (2,218,025)
========== =========== ======== =========== ============
Membership Interest,
June 30, 2001 0% 93% 0% 7% 100%
== === == == ====
17
NEIGHBORHOODFIND.COM, LLC
NOTES TO FINANCIAL STATEMENTS
------------------------------------------------------------------------------
NOTE 4 - MEMBERSHIP DEFICIT, continued
(a) Class PV
This class is entitled to (i) preferred yield as defined in the
agreement (ii) a priority return of contributed capital (iii)
participation in general distributions, (iv) vote, grant, or withhold
consents on all matters on which members are to vote or consent.
(b) Class PNV
This class is entitled to (i) priority distributions (subordinate to
and/or pari-passu with Class PV, but prior to all other classes, (ii)
participation in general distributions with no voting rights
(c) Class CV, CNV, and EONVD
These classes are entitled to distributions after Class PV and PNV,
with no voting rights
NOTE 5 - COMMITMENTS AND CONTINGENCIES
OPERATING LEASE ARRANGEMENTS
The Company currently leases office space under a noncancelable operating
lease expiring in June 2002. The lease provides for minimum rental payments
plus additional rent increases based upon increases in the consumer price
index (CPI).
Future aggregate minimum rental payments as of December 31, 2000 under this
lease is as follows:
Year Ending
December 31, Amount
---------------------------------
2001 $119,000
2002 0059,000
---- --------
$178,000
========
Rental expense for the six months ended June 30, 2001 and 2000 (unaudited)
was approximately $49,500 and $22,000, respectively. Rental expense for the
year ended December 31, 2000 and the period October 1, 1999 (inception)
through December 31, 1999 was approximately $56,775 and $9,600,
respectively.
18
NEIGHBORHOODFIND.COM, LLC
NOTES TO FINANCIAL STATEMENTS
------------------------------------------------------------------------------
NOTE 6 - DEFINED CONTRIBUTION PLAN
The Company has a defined contribution pension plan covering all eligible
employees of the Company. Participants are permitted to make elective
deferrals in any amount from 1% to 15% of their compensation. Employer
contributions to the plan are at the discretion of management. Through June
30, 2001 the Company did not contribute to the plan.
NOTE 7 - OPTION PLAN
2000 Incentive Plan: On June 13, 2000 the Company adopted an incentive
plan (the "2000 Plan"). The 2000 Plan provides that options may be granted
to employees, officers, directors and consultants to purchase shares of
membership interests. All incentive options granted under the Plan will
have an exercise price of not less than the fair market value of the
underlying membership interest at the time of grant, and all non-incentive
options granted under the Plan will have an exercise price of not less
than 100% of the fair market value of the membership interest at the time
of grant. The board of directors (or any duly appointed committee thereof)
determines the vesting period of the options upon the granting of the
options. The total percentage of membership interest for which options may
be granted under the Plan is 15% (1,500,000 shares). No option may be
granted under the Plan after June 12, 2010.
During the year-ended December 31, 2000, the Company granted options to
purchase 140,433 shares to its employees with an exercise price of $0.75
per share. As of December 31, 2000, 119,533 options are outstanding which
are exercisable only immediately prior to and in contemplation of a
termination event (as defined in the Plan). Since such termination event
had not occurred as December 31, 2000, none of the options are exercisable
as of that date.
When such options become exercisable, pursuant to the occurrence of a
termination event, their value, calculated pursuant to a fair value method
under SFAS 123, will be recorded as additional purchase price consideration
by the acquirer (see note 9).
Activities under the 2000 Plan are as follows:
Number Weighted
of Average
Options Exercise Price
-----------------------------
BALANCE - December 31, 1999 -- --
Options granted 140,433 $0.75
Options cancelled 20,900 $0.75
Options exercised 0 $0.75
------- -----
BALANCE - December 31, 2000 119,533 $0.75
======= =====
EXERCISABLE - December 31, 2000 0 $0.75
19
NEIGHBORHOODFIND.COM, LLC
NOTES TO FINANCIAL STATEMENTS
------------------------------------------------------------------------------
NOTE 8- GOING CONCERN UNCERTAINTY
As shown in the accompanying financial statements, the Company incurred a
net loss of $5,034,919 during the year ended December 31, 2000, and net
cash flows used to fund operations was $2,994,567. These factors, as well
as the uncertain conditions that the Company faces relative to its business
model, create substantial doubt as to the Company's ability to continue as
a going concern. The Company is developing a business model which it
believes will generate profits and positive cash flows from operations. The
ability of the Company to continue as a going concern is dependent upon the
success of this business model. There can be no assurance that the Company
will be successful in developing this business model. The financial
statements do not include any adjustments to the financial statements that
might be necessary should the Company be unable to continue as a going
concern.
NOTE 9 - SUBSEQUENT EVENTS
On July 31, 2001 the Company completed a merger with MonsterDaata, Inc.
("MSRD") whereby the Company exchanged all of its membership interests for
590,259 shares of MSRD Common Stock, 297,262 shares Series D Convertible
Preferred Stock (initially convertible into 8 shares of MSRD Common Stock),
and warrants to purchase 2,425,034 of MSRD Common Stock at an exercise
price of $1.25 per share. At the time of the merger, Avalon had a 93%
membership interest and Commerce Capital had a 7% membership interest.
Additionally, MSRD has reserved stock options to purchase 1,283,576 shares
of its common stock (with an exercise price equal to the fair value of the
common stock) to be exchanged for the options and warrants to purchase
NFLLC's membership interests held by existing Company employees and
consultants (Note 1).
NOTE 10 - INTERIM FINANCIAL INFORMATION
The accompanying unaudited financial statements have been prepared in
accordance with generally accepted accounting principles for interim
financial information and should be read in conjunction with
NeighborhoodFind.com, LLC's audited financial information. Accordingly,
they do not include all of the information and footnotes required by
generally accepted accounting principles for complete financial statements.
In the opinion of management, all adjustments considered necessary for a
fair presentation have been included. Such adjustments are of a normal
recurring nature. Operating results for the six months ended June 30, 2001
and 2000 are not necessarily indicative of the results that may be expected
for any other period or for a full fiscal year.
20
MONSTERDAATA, INC.
INTRODUCTION TO UNAUDITED PRO FORMA CONDENSED COMBINED
FINANCIAL INFORMATION
The following Unaudited proforma condensed combined balance sheet as of June 30,
2001 and the Unaudited pro forma condensed combined statements of operations for
the year ended December 31, 2000 and for the six months ended June 30, 2001, are
based on the historical financial statements of MonsterDaata, Inc. and
NeighborhoodFind.com, LLC. and give effect to the proforma adjustments described
herein as though the acquisition of NeighborhoodFind.com LLC. dated July 31,
2001 had been consummated at June 30, 2001 for the Unaudited condensed combined
balance sheet and at January 1, 2000 and January 1, 2001 for the Unaudited
condensed combined statements of operations for the year ended December 31, 2000
and the six months ended June 30, 2001, respectively.
The Unaudited pro forma condensed combined financial statements should be read
in conjunction with the notes thereto and with the historical financial
statements of MonsterDaata, Inc., as filed in its annual report on Form 10-KSB
and previously filed Form 10-QSB and the historical financial statements of
NeighborhoodFind.com, LLC. included elsewhere herein. The Unaudited pro forma
combined financial statements are not necessarily indicative of the Company's
combined financial position or results of operations that would have been
achieved had the acquisition been consummated at June 30, 2001 for the Unaudited
condensed combined balance sheet, and at January 1, 2000 and 2001 for the
Unaudited condensed combined statements of operations for the year ended
December 31, 2000 and the six months ended June 30, 2001, respectively.
Under the terms of a merger agreement dated July 31, 2001, MonsterDaata, Inc.
purchased all of the issued and outstanding membership interest of
NeighborhoodFind.com, LLC. The pro forma adjustments reflect the transaction
using the purchase method of accounting, and are based on available information
and certain estimates and assumptions set forth in the notes to the unaudited
pro forma condensed combined financial information. MonsterDaata, Inc. will
establish a new basis for NeighborhoodFind.com, LLC's assets and liabilities
based upon an allocation of the fair value of the acquisition. The unaudited pro
forma financial information reflects MonsterDaata, Inc.'s best estimates;
however, the actual amounts may differ from the pro forma amounts.
21
MONSTERDAATA, INC.
UNAUDITED PRO FORMA CONDENSED COMBINED BALANCE SHEET
June 30, 2001
-----------------------------------------------------------------------------------------------------------------------------------
NeighborhoodFind. Pro Forma Pro Forma
MonsterDaata, Inc com, LLC Adjustments Balance Sheet
------------------------------------------------------------------------------
ASSETS
CURRENT ASSETS
Cash and cash equivalents $1,181,992 $ 213,965 $1,395,957
Accounts receivable 244,776 32,268 277,044
Prepaid expenses and other current assets 256,837 2,811 259,648
---------- ----------- ----------
Total Current Assets 1,683,605 249,044 1,932,649
PROPERTY AND EQUIPMENT, NET 846,587 136,122 982,709
OTHER ASSETS
Other assets 326,847 42,185 369,032
Other identifiable intangibles -- -- 3,200,000 [1] 3,200,000
Goodwill -- -- 463,000 [1] 463,000
---------- ----------- ----------
TOTAL ASSETS $2,857,039 $ 427,351 $6,947,390
========== =========== ==========
See notes to unaudited pro forma condensed combined financial information.
22
MONSTERDAATA, INC.
UNAUDITED PRO FORMA CONDENSED COMBINED BALANCE SHEET
June 30, 2001
----------------------------------------------------------------------------------------------------------------------------------
NeighborhoodFind. Pro Forma Pro Forma
MonsterDaata, Inc com, LLC Adjustments Balance Sheet
-------------------------------------------------------------------------
CURRENT LIABILITIES
Accounts payable and accrued expenses $ 196,600 $ 540,271 $ 736,871
Deferred revenue 470,867 1,175,639 1,646,506
Current maturities of long term debt -- 1,702 1,702
Current maturities of capital lease obligation 366,232 -- 366,232
Dividends payable 440,888 -- 440,888
---------- ---------- ----------
Total Current Liabilities 1,474,587 1,717,612 3,192,199
OTHER LIABILITIES
Long term debt, less current maturities -- 927,764 927,764
Capital lease obligations, less current maturities 687,539 -- 687,539
---------- ---------- ----------
TOTAL LIABILITIES $2,162,126 $2,645,376 $4,807,502
========== ========== ==========
See notes to unaudited pro forma condensed combined financial information.
23
MONSTERDAATA, INC.
UNAUDITED PRO FORMA CONDENSED COMBINED BALANCE SHEET
June 30, 2001
----------------------------------------------------------------------------------------------------------------------------------
MonsterDaata, NeighborhoodFind. Pro Forma Pro Forma
Inc com, LLC Adjustments Balance Sheet
--------------------------------------------------------------------
STOCKHOLDERS' EQUITY
Series A Preferred stock - $1,000 stated value; 10,000,000
shares authorized 418.05 issued and outstanding
(liquidating preference $1,000 per share) $ 418,050 $ -- $ 418,050
Series B Preferred stock - $1,000 stated value; 10,000,000
shares authorized 25 issued and outstanding (liquidating
preference $1,000 per share) 25,000 -- 25,000
Series C Preferred stock - $10 stated value; 10,000,000
shares authorized 1,072,800 issued and outstanding
(liquidating preference $20 per share) 10,728,000 -- 10,728,000
Series D Preferred stock ($10 stated value; 297,262
shares authorized, issued and outstanding (liquidating
preference $20 per share) -- -- $ 2,972,620 [1] 2,972,620
Common stock - $0.01 par value; 100,000,000 shares
authorized; 3,270,778 outstanding 32,708 -- 5,903 [1] 38,611
Additional paid in capital 5,042,537 -- (1,533,548) [1] 3,508,989
Deferred consulting expense (190,951) -- -- (190,951)
Members' Deficit -- (2,218,025) 2,218,025 [1] --
Notes receivable stockholder (111,354) -- (111,354)
Accumulated deficit (15,249,077) -- (15,249,077)
------------- ------------ -----------
TOTAL STOCKHOLDERS' EQUITY 694,913 (2,218,025) 2,139,888
------------- ------------ -----------
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY $ 2,857,039 $ 427,351 $ 6,947,390
============= ============ ===========
See notes to unaudited pro forma condensed combined financial information.
24
MONSTERDAATA, INC.
UNAUDITED PRO FORMA CONDENSED COMBINED STATEMENT OF OPERATIONS
For the Year Ended December 31, 2000
----------------------------------------------------------------------------------------------------------------------------------
MonsterDaata, NeighborhoodFind. Pro Forma
Inc com, LLC Adjustments Pro Forma
------------------------------------------------------------------------
SALES $ 1,661,556 $1,116,866 $ 2,778,422
COST OF SALES 542,382 -- 542,382
----------- ---------- ------------
GROSS PROFIT 1,119,174 1,116,866 2,236,040
----------- ---------- ------------
OPERATING EXPENSES
Web site and database content development and maintenance 2,691,942 -- 2,691,942
Selling, general and administrative expenses 3,847,512 6,036,005 1,282,000 [2] 11,165,517
Expense settlements (270,004) -- (270,004)
Asset Impairment 261,103 -- 261,103
----------- ---------- ------------
TOTAL OPERATING EXPENSES 6,530,553 6,036,005 13,848,558
----------- ---------- ------------
OPERATING LOSS (5,411,379) (4,919,139) (11,612,518)
OTHER EXPENSE
Interest expense net (1,207,101) (115,780) 23,641 [3] (1,299,240)
----------- ---------- ------------
(Forward)
See notes to unaudited pro forma condensed combined financial information.
25
MONSTERDAATA, INC.
UNAUDITED PRO FORMA CONDENSED COMBINED STATEMENT OF OPERATIONS
For the Year Ended December 31, 2000
----------------------------------------------------------------------------------------------------------------------------------
MonsterDaata, NeighborhoodFind. Pro Forma
Inc com, LLC Adjustments Pro Forma
---------------------------------------------------------------------
(Forward)
OTHER EXPENSE (1,207,101) (115,780) (1,299,240)
----------- ------------ ------------
LOSS BEFORE INCOME TAXES (6,618,480) (5,034,919) (12,911,758)
INCOME TAXES 5,300 -- 5,300
------------ ------------ ------------
NET LOSS (6,623,780) (5,034,919) -- (12,917,058)
Dividends on Preferred Stock (89,000) -- (208,083) [4] (297,083)
----------- ------------ ------------
Loss Attributable to Common Stockholders $(6,712,780) $ (5,034,919) $(13,214,141)
=========== ============ ============
Weighted Average Number of Shares Outstanding 2,399,904 590,259 2,990,163
========= ======== =========
Net Loss Per Share, Basic and Diluted $(2.80) $(4.42)
====== ======
See notes to unaudited pro forma condensed combined financial information.
26
MONSTERDAATA, INC.
UNAUDITED PRO FORMA CONDENSED COMBINED STATEMENT OF OPERATIONS
For the Six Months Ended June 30, 2001
----------------------------------------------------------------------------------------------------------------------------------
MonsterDaata, NeighborhoodFind. Pro Forma
Inc com, LLC Adjustments Pro Forma
-----------------------------------------------------------------------
SALES $ 704,880 $ 976,884 $ 1,681,764
COST OF SALES 204,074 -- 204,074
----------- --------- -----------
GROSS PROFIT 500,806 976,884 1,477,690
----------- --------- -----------
OPERATING EXPENSES
Web site and database content development and maintenance 1,315,927 -- 1,315,927
Selling, general and administrative expenses 1,542,199 2,362,981 641,000 [5] 4,546,180
----------- ----------- -----------
TOTAL OPERATING EXPENSES 2,858,126 2,362,981 5,862,107
----------- ----------- -----------
OPERATING LOSS (2,357,320) (1,386,097) (4,384,417)
OTHER EXPENSE
Interest expense net (2,455) (109,775) (39,400) [6] (151,630)
----------- --------- -----------
(Forward)
See notes to unaudited pro forma condensed combined financial information.
27
MONSTERDAATA, INC.
UNAUDITED PRO FORMA CONDENSED COMBINED STATEMENT OF OPERATIONS
For the Six Months Ended June 30, 2001
----------------------------------------------------------------------------------------------------------------------------------
MonsterDaata, NeighborhoodFind. Pro Forma
Inc com, LLC Adjustments Pro Forma
------------------------------------------------------------------------
(Forward)
OTHER EXPENSE (2,455) (109,775) (151,630)
---------- ----------- ----------
LOSS BEFORE INCOME TAXES (2,359,775) (1,495,872) (4,536,047)
INCOME TAXES 3,576 -- 3,576
---------- ----------- ----------
NET LOSS (2,363,351) (1,495,872) (4,539,623)
Dividends on Preferred Stock (425,493) -- (104,041) (529,534)
---------- ----------- ----------
Loss Attributable to Common Stockholders $(2,788,844) $ (1,495,872) $ (5,069,157)
=========== ============ ============
Weighted Average Number of Shares Outstanding 3,120,279 590,259 3,710,538
========= ======== =========
Net Loss Per Share, Basic and Diluted $(0.89) $(1.37)
====== ======
See notes to unaudited pro forma condensed combined financial information.
28
MONSTERDAATA, INC.
NOTES TO UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION
----------------------------------------------------------------------------------------------
No. Account Description Debit Credit
----------------------------------------------------------------------------------------------
JUNE 30, 2001 PRO FORMA CONDENSED COMBINED BALANCE SHEET
ADJUSTMENTS
[1] Other Identifiable Intangibles $3,130,000 $ --
Additional Paid In Capital 1,550,523 --
Goodwill 516,025 --
Membership deficit -- 2,218,025
Series D Preferred Stock -- 2,972,620
Common Stock -- 5,903
--
---------- ----------
$5,196,548 $5,196,548
========== ==========
To record and allocate the purchase price as follows:
Fair Value Per
Shares Share Fair Value
-------------------------------------------
Common Stock (a) 590,259 $ 0.12400 $ 73,000
Contingent common stock (b) 500,000 0.12400 62,000
Series D Preferred Stock (a) 297,262 4.02500 1,196,000
Contingent Series D Preferred Stock (b) 62,500 0.99200 62,000
Warrants (a) 2,425,034 0.00002 --
Options reserved for NFLLC employees (c) 1,283,576 0.04086 52,000
-----------
Total Purchase Price $ 1,445,000
===========
Fair value of net assets acquired
Current assets 249,000
Property and equipment 136,000
Other assets 42,000
Other Indentifiable Intangibles (d) 3,200,000
Liabilities assumed (2,645,000)
-----------
Fair value of indentifiable net assets acquired 982,000
Goodwill 463,000
--------
$ 1,445,000
===========
29
(a) Based upon independent valuation by Charter Capital Advisors, Inc.
(b) The contingent stock issuances have been recorded using the fair value of
the stock at the date of acquisition multiplied by the maximum number of shares
that could be issued pursuant to the contingency.
(c) Calculated using Black Scholes option-pricing model.
(d) Identifiable intangible assets include: customer list, database, content,
web site, domain name and logos.
PRO FORMA CONDENSED COMBINED STATEMENT OF OPERATIONS ADJUSTMENTS
FOR THE YEAR ENDED DECEMBER 31, 2000
No. Account Description Debit Credit
--------------------------------------------------------------------------------
[2] Amortization of Intangibles $1,282,000 $ --
Other Intangibles -- 1,282,000
---------- ----------
$1,282,000 $1,282,000
========== ==========
To record amortization of identifiable intangibles, which are being
amortized on a straight-line basis over an estimated average useful life
of 2-1/2 years.
[3] Cash $ 23,641 $ --
Interest expense -- 23,641
---------- ----------
$ 23,641 $ 23,641
========== ==========
30
PROFORMA CONDENSED COMBINED STATEMENT OF OPERATIONS ADJUSTMENTS
FOR THE SIX MONTHS ENDED JUNE 30, 2001
No. Account Description Debit Credit
--------------------------------------------------------------------------------
To record the reduction in interest on
Commerce Capital notes from 13% to 8%
per annum
June 13th Note Payable $800,000
Interest expense at 13% 57,271
Interest expense at 8% 35,244
---------
22,027
November 30th Note Payable 380,000
Interest expense at 13% 4,196
Interest expense at 8% 2,582
---------
1,614
Total interest expense reduction $ 23,641
=========
[4] Deemed Dividend $ 208,083 $ --
Dividends Payable -- 208,083
--------- --------
$ 208,083 $208,083
========= ========
To record 7% cumulative dividends on Series D
Preferred Stock ($2,972,620 x 7% = $208,083)
31
MONSTERDAATA, INC.
NOTES TO UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION
----------------------------------------------------------------------------------------------
No. Account Description Debit Credit
-------------------------------------------------------------------------------------------------
[5] Amortization of Intangibles $641,000 $ --
Other Intangibles -- 641,000
-------- --------
$641,000 $641,000
======== ========
To record amortization of identifiable intangibles, which are being
amortized on a straight-line basis over an estimated average useful life
of 2-1/2 years.
[6] Cash $39,400 $ --
Interest expense -- 39,400
------- -------
$39,400 $39,400
======= =======
To record the reduction in interest on Commerce Capital
notes from 13% to 8% per annum
June 13th Note Payable $800,000
Interest expense at 13% 51,858
Interest expense at 8% 31,912
--------
19,946
--------
November 30th Note Payable 380,000
Interest expense at 13% 24,632
Interest expense at 8% 5,178
--------
19,454
--------
Total interest expense reduction 39,400
[7] Deemed Dividend $104,041 $ --
Dividends Payable -- 104,041
-------- --------
$104,041 $104,041
======== ========
To record 7% cumulative dividends on Series D Preferred Stock
($2,972,620 x 7% x 6mths = $104,041)
32
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
MONSTERDAATA, INC.
Dated: October 23, 2001 By: /s/ Harold S. Blue
---------------------------------
Harold S. Blue
Vice Chairman
33