UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 10-Q
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(D) OF
THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended November 30, 2000
Commission file number: 000-30965
URBANFIND, INC.
(Formerly Cyberbiz, Inc.)
(Exact name of registrant as specified in its charter)
Delaware 91-1980708
(State or other jurisdiction of incorporation (I.R.S. Employer
or organization) Identification No.)
2009 Iron Street
Bellingham WA 98225
(Address of principal executive offices) (Zip Code)
(360) 647-3170
(Issuer's telephone number, including area code)
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 at least the past 90 days.
Yes (x) No ( )
State the number of shares outstanding of each of the issuer's classes of common
equity, as of the latest practicable date: 4,433,037
Transitional Small Business Disclosure Format (check one);
Yes ( ) No (X)
1
TABLE OF CONTENTS
PART I
PAGE
----
ITEM 1 Financial Information 3
ITEM 2 Management's Discussion and Analysis of Financial Condition
and Results of Operations 13
PART II
ITEM 1 Legal Proceedings 13
ITEM 2 Changes in Securities 13
ITEM 3 Defaults Upon Senior Securities 13
ITEM 4 Submission of Matters to a Vote of Security Holders 13
ITEM 5 Other Information 13
ITEM 6 Exhibits and Reports on Form 8-K 13
Signatures 13
2
URBANFIND, INC.
FORM 10 Q
FOR THE QUARTERLY PERIOD ENDED NOVEMBER 30, 2000
PART I. - FINANCIAL INFORMATION
URBANFIND, INC.
(FORMERLY CYBERBIZ, INC.)
(A DEVELOPMENT STAGE ENTERPRISE)
FINANCIAL STATEMENTS
NOVEMBER 30, 2000
WILLIAMS & WEBSTER PS
CERTIFIED PUBLIC ACCOUNTANTS
BANK OF AMERICA FINANCIAL CENTER
W 601 RIVERSIDE, SUITE 1940
SPOKANE, WA 99201
(509) 838-5111
URBANFIND, INC.
(FORMERLY CYBERBIZ, INC.)
TABLE OF CONTENTS
November 30, 2000
ACCOUNTANT'S REVIEW REPORT 4
FINANCIAL STATEMENTS
Balance Sheets 5
Statements of Operations 6
Statement of Stockholders' Equity 7
Statements of Cash Flows 8
NOTES TO FINANCIAL STATEMENTS 9
3
Board of Directors
Urbanfind, Inc.
Bellingham, Washington
ACCOUNTANT'S REVIEW REPORT
--------------------------
We have reviewed the accompanying balance sheet of Urbanfind, Inc., formerly
Cyberbiz, Inc., (a development stage enterprise) as of November 30, 2000 and the
related statements of operations, stockholders' equity and cash flows for the
three months ended November 30, 2000 and November 30, 1999, for the nine months
ended November 30, 2000, for the period from March 12, 1999 (inception) to
November 30, 1999, and for the period from March 12, 1999 (inception) to
November 30, 2000. These financial statements are the responsibility of the
Company's management.
We conducted our review in accordance with standards established by the American
Institute of Certified Public Accountants. A review of interim financial
information consists principally of applying analytical procedures to financial
data and making inquiries of persons responsible for financial and accounting
matters. It is substantially less in scope than an audit in accordance with
generally accepted auditing standards, the objective of which is the expression
of an opinion regarding the financial statements taken as a whole. Accordingly,
we do not express such an opinion.
Based on our review, we are not aware of any material modifications that should
be made to the accompanying financial statements in order for them to be in
conformity with generally accepted accounting principles.
The financial statements for the periods ended February 29, 2000 and May 31,
2000 were audited by us and we expressed unqualified opinions on them in our
reports dated March 29, 2000 and June 22, 2000, respectively. We have not
performed any auditing procedures since that date.
The accompanying financial statements have been prepared in conformity with
generally accepted accounting principles, which contemplates continuation of the
Company as a going concern. As discussed in Note 2, the Company has been in the
development stage since its inception on March 12, 1999. Realization of a major
portion of the assets is dependent upon the Company's ability to meet its future
financing requirements, and the success of future operations. These factors
raise substantial doubt about the Company's ability to continue as a going
concern. Management's plans regarding those matters also are described in Note
2. The financial statements do not include any adjustments that might result
from the outcome of this uncertainty.
/s/ Williams & Webster, P.S.
Williams & Webster, P.S.
Certified Public Accountants
Spokane, Washington
December 8, 2000
4
URBANFIND, INC.
(FORMERLY CYBERBIZ, INC.)
(A DEVELOPMENT STAGE ENTERPRISE)
BALANCE SHEETS
November 30, February 29,
2000 2000
(Unaudited)
--------------- ---------------
ASSETS
CURRENT ASSETS
Cash $ 59,033 $ 20,290
Prepaid expense 3,600 -
--------------- ---------------
Total Current Assets 62,633 20,290
--------------- ---------------
PLANT, PROPERTY AND EQUIPMENT
Office equipment 1,254 -
Website development 7,485 -
Accumulated depreciation and amortization (491) -
--------------- ---------------
Total Plant, Property and Equipment 8,248 -
--------------- ---------------
TOTAL ASSETS $ 70,881 $ 20,290
=============== ===============
LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES
Accounts payable $ 100 $ -
--------------- ---------------
Total Current Liabilities 100 -
--------------- ---------------
COMMITMENTS AND CONTINGENCIES - -
--------------- ---------------
STOCKHOLDERS' EQUITY
Preferred stock, 20,000,000 shares
authorized, $0.0001 par value; no shares
issued and outstanding - -
Common stock, 80,000,000 shares authorized,
$0.0001 par value; 4,433,037 and
4,300,000 shares issued and outstanding,
respectively 443 430
Additional paid-in-capital 135,184 33,570
Deficit accumulated during development stage (64,846) (13,710)
--------------- ---------------
Total Stockholders' Equity 70,781 20,290
--------------- ---------------
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY $ 70,881 $ 20,290
=============== ===============
See accountant's review report and accompanying notes.
5
URBANFIND, INC.
(FORMERLY CYBERBIZ, INC.)
(A DEVELOPMENT STAGE ENTERPRISE)
STATEMENTS OF OPERATIONS
From From
March 12, March 12,
For the 1999 1999
Nine Months (Inception) (Inception)
For the Three Months Ended Ended Through Through
-------------------------- November 30, November 30, November 30,
November 30, November 30, 2000 1999 2000
2000 1999
(Unaudited) (Unaudited) (Unaudited) (Unaudited) (Unaudited)
------------ ------------ ------------ ------------ ------------
REVENUES $ - $ - $ - $ - $ -
------------ ------------ ------------ ------------ ------------
EXPENSES
Consulting 2,510 6,125 20,010 6,125 26,135
Filing fees 22 - 44 487 686
Legal and
professional - - 8,724 5,843 14,567
Office and
administrative 1,819 23 10,665 482 11,207
Depreciation and
amortization 289 - 491 - 491
Web site
maintenance - - 12,247 - 12,247
Transfer agent 107 - 872 558 1,430
------------ ------------ ------------ ------------ ------------
TOTAL EXPENSES 4,747 6,148 53,053 13,495 66,763
------------ ------------ ------------ ------------ ------------
LOSS FROM
OPERATIONS (4,747) (6,148) (53,053) (13,495) (66,763)
OTHER INCOME
(EXPENSES)
Miscellaneous
income 1,219 - 1,917 - 1,917
------------ ------------ ------------ ------------ ------------
LOSS BEFORE
INCOME TAXES (3,528) (6,148) (51,136) (13,495) (64,846)
INCOME TAXES - - - - -
------------ ------------ ------------ ------------ ------------
NET LOSS $ (3,528) $ (6,148) $ (51,136) $ (13,495) $ (64,846)
============ ============ ============ ============ ============
NET LOSS PER
COMMON SHARE,
BASIC & DILUTED $ nil $ nil $ (0.01) $ nil $ (0.01)
============ ============ ============ ============ ============
WEIGHTED AVERAGE
NUMBER OF COMMON
SHARES OUTSTANDING,
BASIC & DILUTED 4,433,037 4,300,000 4,430,238 4,300,000 4,359,523
============ ============ ============ ============ ============
See accountant's review report and accompanying notes.
6
URBANFIND, INC.
(FORMERLY CYBERBIZ, INC.)
(A DEVELOPMENT STAGE ENTERPRISE)
STATEMENT OF STOCKHOLDERS' EQUITY
Deficit Total
Common Stock Accumulated Stock-
-------------------------- Additiona During the holders'
Number of Paid-in Development Equity
Shares Amount Capital Stage
------------ ------------ ------------ ------------ ------------
Issuance of common
stock for cash at
$0.0001 per share 4,000,000 $ 400 $ 3,600 $ - $ 4,000
Issuance of common
stock from private
placement for cash
at $0.10 per share 300,000 30 29,970 - 30,000
Loss for period
ending February
29, 2000 - - - (13,710) (13,710)
------------ ------------ ------------ ------------ ------------
Balance, February
29, 2000 4,300,000 430 33,570 (13,710) 20,290
Issuance of common
stock from private
placement for cash
at $0.675 per share 143,037 14 96,613 - 96,627
Issuance of common
stock from private
placement for cash
at $0.25 per share 40,000 4 9,996 - 10,000
Refund of funds
received from
private placement (50,000) (5) (4,995) - (5,000)
Loss for the three
months ended
November 30, 2000 - - - (51,136) (51,136)
------------ ------------ ------------ ------------ ------------
Balance, November
30, 2000
(Unaudited) 4,433,037 $ 443 $ 135,184 $ (64,846) $ 70,781
============ ============ ============ ============ ============
See accountant's review report and accompanying notes.
7
URBANFIND, INC.
(FORMERLY CYBERBIZ, INC.)
(A DEVELOPMENT STAGE ENTERPRISE)
STATEMENTS OF CASH FLOWS
From From
March 12, March 12,
Nine 1999 1999
Months (Inception) (Inception)
Ended through through
November 30, November 30, November 30,
2000 1999 2000
(Unaudited) (Unaudited) (Unaudited)
------------ ------------ ------------
CASH FLOWS FROM OPERATING ACTIVITIES
Net loss $ (51,136) $ (13,495) $ (64,846)
Depreciation expense 491 - 491
Adjustments to reconcile net loss to net
cash used by operating activities:
Increase in prepaid expense (3,600) - (3,600)
Increase in accounts payable 100 - 100
------------ ------------ ------------
Net cash (used) in operating activities (54,145) (13,495) (67,855)
------------ ------------ ------------
CASH FLOWS FROM INVESTING ACTIVITIES
Website development (7,485) - (7,485)
Purchase of equipment (1,254) - (1,254)
------------ ------------ ------------
Net cash (used) by investing activities (8,739) - (8,739)
------------ ------------ ------------
CASH FLOWS FROM FINANCING ACTIVITIES
Proceeds from sale of common stock 101,627 14,000 115,627
Proceeds from deferred stock subscriptions - - 20,000
------------ ------------ ------------
Net cash provided by financing activities 101,627 14,000 135,627
------------ ------------ ------------
Change in cash 38,743 505 59,033
Cash, beginning of period 20,290 - -
------------ ------------ ------------
Cash, end of period $ 59,033 $ 505 $ 59,033
============ ============ ============
Supplemental cash flow disclosures:
Interest paid $ - $ - $ -
============ ============ ============
Income taxes paid $ - $ - $ -
============ ============ ============
See accountant's review report and accompanying notes.
8
URBANFIND, INC.
(FORMERLY CYBERBIZ, INC.)
(A DEVELOPMENT STAGE ENTERPRISE)
NOTES TO THE FINANCIAL STATEMENTS
NOVEMBER 30, 2000
NOTE 1 - ORGANIZATION AND DESCRIPTION OF BUSINESS
Urbanfind, Inc., formerly Cyberbiz, Inc., (hereinafter "the Company") was
incorporated on March 12, 1999 under the laws of the State of Delaware for the
purpose of providing a web site which specifically addresses the unique needs
and preferences of the African American consumer. The Company maintains offices
in Bellingham, Washington and in Vancouver, British Columbia. The Company's
fiscal year-end is on the last calendar day of February.
On November 6, 2000, the Company amended its articles of incorporation to
reflect the corporate name change to Urbanfind, Inc. from Cyberbiz, Inc.
NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
This summary of significant accounting policies is presented to assist in
understanding the financial statements. The financial statements and notes are
representations of the Company's management which is responsible for their
integrity and objectivity. These accounting policies conform to generally
accepted accounting principles and have been consistently applied in the
preparation of the financial statements.
Interim Financial Statements
The interim financial statements as of November 30, 2000 and for the three
months ended November 30, 2000, included herein, have been prepared for the
Company without audit. They reflect all adjustments, which are, in the opinion
of management, necessary to present fairly the results of operations for these
periods. All such adjustments are normal recurring adjustments. The results of
operations for the periods presented are not necessarily indicative of the
results to be expected for the full fiscal year.
Accounting Method
The Company's financial statements are prepared using the accrual method of
accounting.
Development Stage Activities
The Company has been in the development stage since its formation in March of
1999 and has not yet realized any revenues from its planned operations. It is
engaged in the business of marketing and selling goods via a discount
liquidation web site.
Use of Estimates
The process of preparing financial statements in conformity with generally
accepted accounting principles requires the use of estimates and assumptions
regarding certain types of assets, liabilities, revenues, and expenses. Such
estimates primarily relate to unsettled transactions and events as of the date
of the financial statements. Accordingly, upon settlement, actual results may
differ from estimated amounts.
9
URBANFIND, INC.
(FORMERLY CYBERBIZ, INC.)
(A DEVELOPMENT STAGE ENTERPRISE)
NOTES TO THE FINANCIAL STATEMENTS
NOVEMBER 30, 2000
NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
Cash and Cash Equivalents
For purposes of the Statement of Cash Flows, the Company considers all
short-term debt securities purchased with a maturity of three months or less to
be cash equivalents.
Fair Value of Financial Instruments
The carrying amounts for cash, accounts payable, and accrued liabilities
approximate their fair value.
Derivative Instruments
In June 1998, the Financial Accounting Standards Board issued Statement of
Financial Accounting Standards ("SFAS") No. 133, "Accounting for Derivative
Instruments and Hedging Activities." This standard establishes accounting and
reporting standards for derivative instruments, including certain derivative
instruments embedded in other contracts, and for hedging activities. It
requires that an entity recognize all derivatives as either assets or
liabilities in the consolidated balance sheet and measure those instruments at
fair value.
At November 30, 2000, the Company has not engaged in any transactions that would
be considered derivative instruments or hedging activities.
Revenue Recognition
The Company will recognize revenue from internet-based affiliate programs when
funds are earned and measurable.
Compensated Absences
Currently, the Company has no employees; therefore, no policy regarding
compensated absences has been established. The Company will establish a policy
to recognize the costs of compensated absences at the point in time that it has
employees.
Provision for Taxes
The Company had a cumulative net operating loss of approximately $60,000 for the
period from March 12, 1999 (inception) through November 30, 2000. No provision
for taxes or tax benefit has been reported in the financial statements, as there
is not a measurable means of assessing future profits or losses.
Basic and Diluted Loss Per share
Loss per share was computed by dividing the net loss by the weighted average
number of shares outstanding during the period. The weighted average number of
shares was calculated by taking the number of shares outstanding and weighting
them by the amount of time that they were outstanding. Basic and diluted loss
per share were the same, as there were no common stock equivalents outstanding.
10
URBANFIND, INC.
(FORMERLY CYBERBIZ, INC.)
(A DEVELOPMENT STAGE ENTERPRISE)
NOTES TO THE FINANCIAL STATEMENTS
NOVEMBER 30, 2000
NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
Reclassifications
Certain amounts from prior periods have been reclassified to conform with the
current period presentation. This reclassification has resulted in no changes
to the Company's accumulated deficit or net losses presented.
Going Concern
The accompanying financial statements have been prepared assuming that the
Company will continue as a going concern.
As shown in the accompanying financial statements, the Company has an
accumulated net loss of $64,846 for the period March 12, 1999 (inception) to
November 30, 2000 and had no sales. The future of the Company is dependent upon
successful and profitable operations from its discount liquidation web site.
The financial statements do not include any adjustments relating to the
recoverability and classification of recorded assets, or the amounts and
classification of liabilities that might be necessary in the event the Company
cannot continue in existence.
Management has plans to seek additional capital through a private placement and
public offering of its common stock. The financial statements do not include
any adjustments relating to the recoverability and classification of recorded
assets, or the amounts and classification of liabilities that might be necessary
in the event the Company cannot continue in existence.
NOTE 3 - CASH
At November 30, 2000, the Company maintained a cash balance of $59,033 in a
Canadian financial institution. The funds are valued in US dollars and are not
insured.
NOTE 4 - PREPAID EXPENSES
On May 31, 2000, the Company entered into an agreement with Apus Capital Corp.,
a related party, and paid $7,200 for future office services and rent valued at
$600 per month. The service agreement is in effect from June 1, 2000 through May
31, 2001. For the three month period ended November 30, 2000, $1,800 was
recognized as office expense.
NOTE 5 - PLANT, PROPERTY AND EQUIPMENT
At November 30, 2000, the Company's fixed assets consist of office equipment,
which is being depreciated using an accelerated method of depreciation over a
five-year life span. Depreciation expense for the three month period ended
November 30, 2000 was $125.
NOTE 6 - WEBSITE DEVELOPMENT
In November 2000, the Company revised and expanded its website. The cost of
development was $7,485 and will be amortized over a period of 24 months.
Amortization expense for the three months ended November 30, 2000 was $164.
11
URBANFIND, INC.
(FORMERLY CYBERBIZ, INC.)
(A DEVELOPMENT STAGE ENTERPRISE)
NOTES TO THE FINANCIAL STATEMENTS
NOVEMBER 30, 2000
NOTE 7 - PREFERRED STOCK
The Company is authorized to issue 20,000,000 shares of $0.0001 par value
preferred stock. The preferred shares have not been designated any preferences.
As of November 30, 2000, the Company did not have any preferred shares
outstanding.
NOTE 8 - COMMON STOCK
The Company is authorized to issue 80,000,000 shares of $0.0001 par value common
stock. Each holder of common stock has one, non-cumulative vote per share on
all matters voted upon by the shareholders. There are no preemptive rights or
other rights of subscription.
On March 15, 1999, 4,000,000 shares of common stock were sold through a private
placement at a price of $0.0001 per share. The offering was made pursuant to
exemptions afforded by Sections (4)2 or 3(b) of the Securities Act of 1933 and
Rule 504 of Regulation D. Two additional private placements occurred on March
19, 1999 and February 17, 2000, wherein 100,000 shares and 200,000 shares,
respectively, were sold at a price of $0.10 per share. The three private
placements raised a total of $34,000, which proceeds were used for general
corporate purposes.
During the three months period ended May 31, 2000, the Company sold 183,037
shares through three private placements at an average price of $0.58 per share.
The offerings were made pursuant to exemptions afforded by Sections (4)2 or 3(b)
of the Securities Act of 1933 and Rule 504 of Regulation D. The private
placements raised a total of $106,627, which proceeds will be used in
development and maintenance of the Company's web site. None of the shares
issued during the three months period ended May 31, 2000 were issued to officers
and directors.
On July 10, 2000, the Company refunded a subscriber of stock $5,000 in return
for the 50,000 shares of common stock issued. The refund was equal to the
amount paid by the subscriber for the shares returned.
NOTE 9 - COMMITMENTS AND CONTINGENCIES
The Company is engaged in internet-based commerce. At present, the Company is
unaware of any pending litigation or of any specific past or prospective matters
that could impair its ability to proceed in the marketplace.
12
URBANFIND INC.
FORM 10 Q
FOR THE QUARTERLY PERIOD ENDED NOVEMBER 30, 2000
ITEM 2 Management's Discussion and Analysis of Financial Condition
and Results of Operations
Management has been exploring a variety of revenue models in the light of recent
events in the internet environment."
The company is a developmental stage company. There are no appreciable changes
to its financial condition or its operations except as outlined in the review
for the period ended 11/30/2000.
PART II. - OTHER INFORMATION
Item 1. Legal Proceedings.
None
Item 2. Changes in Securities.
None
Item 3. Defaults upon Senior Securities.
None
Item 4. Submission of Matters to a Vote of Security Holders.
None
Item 5. Other information.
None.
Item 6. Exhibits and Reports on Form 8-K.
None.
SIGNATURES
In accordance with Section 13 or 15(d) of the Exchange Act, the Registrant
caused this report to be signed on its behalf by the undersigned thereunto duly
authorized.
URBANFIND, INC.
/s/ Robin Lee
___________________________
Date: January 12, 2001 Robin Lee
President