UNITED STATES
SECURITIES EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-QSB
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[X] Quarterly Report pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
For the quarterly period ended July 31, 2001
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INFOBOOTH, INC.
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(Exact name of registrant as specified in its charter)
DELAWARE 13-4044390
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(State or other jurisdiction (I.R.S. Employer
of incorporation or organization) Identification No.)
1 ROCKEFELLER PLAZA - SUITE 1600
NEW YORK, NEW YORK 10020
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number (212) 265-4600
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Check here whether the issuer (1) has filed all reports required
to be filed by Sections 13 or 15(d) of the Securities Exchange
Act of 1934 during the preceding 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 __X____ No_______
As of October 25, 2001, the following shares of the Registrant's
common stock were issued and outstanding:
Voting common stock 2,837,500
Traditional Small Business Disclosure (check one): Yes X No
INDEX
PART I - FINANCIAL INFORMATION
Item 1. Financial Statements . . . . . . . . . . . . . . . . .3
CONDENSED CONSOLIDATED BALANCE SHEET . . . . . . . . .3
CONDENSED CONSOLIDATED INCOME STATEMENT. . . . . . . .4
STATEMENT OF CASH FLOWS. . . . . . . . . . . . . . . .5
Note 1. NATURE OF BUSINESS AND SIGNIFICANT
ACCOUNTING POLICIES. . . . . . . . . . . . .7
Note 2. USE OF OFFICE SPACE. . . . . . . . . . . . .8
Note 3. Liquidity. . . . . . . . . . . . . . . . . .8
Item 2. Management's Discussion And Analysis or Plan of
Operations. . . . . . . . . . . . . . . . . . . . . .10
PART II - OTHER INFORMATION
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
SIGNATURE . . . . . . . . . . . . . . . . . . . . . . . . . . .14
PART I - FINANCIAL INFORMATION
Item 1. Financial Statements
To the Board of Directors of Infobooth Inc.
Wilmington, Delaware
We have reviewed the accompanying balance sheet of Infobooth
Inc., (a development stage company) as of July 31, 2001 and the
related statements of operations and accumulated deficit, and
cash flows for the three months then ended, in accordance with
Statements on Standards for Accounting and Review Services issued
by the American Institute of Certified Public Accountants. All
information included in these financial statements is the
representation of the management of Infobooth Inc.
A review consists principally of inquiries of Company personnel
and analytical procedures applied to financial data. 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.
Graf Repetti & Co., LLP
Dated: New York, New York
October 25, 2001
INFOBOOTH INC.
(A Development Stage Company)
CONDENSED CONSOLIDATED BALANCE SHEET
As Of As Of
July 31, 2001 Jan. 31, 2001
(Unaudited) (Audited)
--------------------------------
ASSETS
Current Assets
Cash $ - $ -
Other Current Assets - -
_________ ________
Total Current Assets $ - $ -
Other Assets - -
_________ ________
TOTAL ASSETS $ - $ -
LIABILITIES AND SHAREHOLDERS' EQUITY
Current Liabilities
Accounts Payable $0 $0
Accrued Expenses 2,825 1,300
_________ ________
Total Current Liabilities 2,825 1,300
Other Liabilities 0 0
_________ ________
Total Liabilities 2,825 1,300
Stockholders' Deficit
Common Stock, $.001 par value,
Authorized 25,000,000 Shares;
Issued and Outstanding
2,787,500 Shares 2,788 2,788
Additional Paid in Capital 105,987 94,987
Deficit Accumulated During the
Development Stage (111,600) (99,075)
_________ ________
Total Stockholders' Deficit ( 2,825) ( 1,300)
TOTAL LIABILITIES AND
STOCKHOLDERS' DEFICIT $ - $ -
The accompanying notes and accountant's report are an integral
part of these financial statements.
INFOBOOTH, INC.
(A Development Stage Company)
CONDENSED STATEMENT OF LOSS AND ACCUMULATED DEFICIT
For the 3 Mos Ended For the 3 Mos Ended
July 31 April 30
2001 2000 2001 2000
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TOTAL REVENUES: $ 0 $ 0 $ 0 $ 0
OPERATING EXPENSES:
Accounting 750 750 750 750
Legal(Note 4) 2,500 2,500 2,500 2,500
Consulting Expense 0 0 0 10,000
Rent (Note 2) 3,000 3,000 3,000 3,000
Filing Fee 12 12 13 13
Office Expenses - 50 - -
________ ________ ________ ________
TOTAL OPERATING
EXPENSES 6,262 6,312 6,563 16,263
NET LOSS ( 6,263) (6,312) ( 6,563) (16,263)
Deficit Beginning of
Period (105,338) (69,863) (99,075) (53,600)
________ ________ ________ _________
Deficit End of
Period (111,600) (76,175) (105,338) (69,863)
NET LOSS PER SHARE (.02) (.01) (.02) (.02)
Weighted Average
Number of Shares
Outstanding 2,787,500 1,065,000 2,787,500 1,065,000
The accompanying notes and accountant's report are an integral
part of these financial statements.
INFOBOOTH, INC.
(A Developmental Stage Company)
STATEMENT OF CASH FLOWS (unaudited)
For the 3 mos For the 3 mos
Ended Ended
to to
July 31, 2001 July 31, 2000
________________________________________
CASH FLOWS FROM OPERATING
ACTIVITIES:
Net Loss $ ( 6,262) $( 6,312)
Adjustments to Reconcile Net Loss
to Net Cash Used in operating
Activities:
Changes in Assets and Liabilities:
Increase in Accounts Payable and
Accrued Expenses 762 462
Additional Paid in Capital by
Contributed Shareholders for:
Legal Services 2,500 2,500
Rent 3,000 3,000
Accounting 0 250
Office Expense 0 100
Total Adjustments 6,262 6,312
Net Cash Used in
Operating Activities 0 0
Net Change in Cash 0 0
CASH FLOWS FROM FINANCING
ACTIVITIES:
Net Cash Provided by
Financing Activities 0
Cash at Beginning of Period 0 0
Cash at End of Period 0 0
Supplemental Disclosure of
Cash Flow Information
Cash Paid During the Period for
Interest Expense 0 0
Corporate Taxes 0 0
The accompanying notes and accountant's report are an integral
part of these financial statements.
INFOBOOTH, INC.
(A Developmental Stage Company)
NOTES TO FINANCIAL STATEMENTS
July 31, 2001
NOTE 1 - NATURE OF BUSINESS AND SIGNIFICANT ACCOUNTING POLICIES
A. Description of Company
INFOBOOTH Inc. ("the Company") was organized on February 25, 1998
under the laws of the State of Delaware having the stated purpose
of engaging in any lawful act or activity for which corporations
may be organized.
The Company was formed to enter the pay telephone industry and
provide pay telephone service with internet capabilities. Its
primary target was to develop an "internet-pay telephone" kiosk
system throughout Australia. The Company also sought to develop
a system of smart cards which would be used in its internet
kiosks and which would be compatible in regular pay telephones
and ATM/debit machines. The Company also investigated potential
sites where it can install the kiosks and also referred to
professional consultants to determine the feasibility of
accessing those sites. The Company also had discussion with the
Australian Defense Department and several mining, construction
and resort companies regarding the installation of the internet
kiosks. The Company however concluded that, in the initial
stages of its plan, it would be best to install the kiosks in
high profile areas which would enhance the kiosks' visibility to
the public and which would be more lucrative.
B. BASIS OF PRESENTATION: Financial statements are prepared on
the accrual basis of accounting. Accordingly revenue is
recognized when earned and expenses when incurred.
C. USE OF ESTIMATES: The preparation of financial statements in
conformity with generally accepted accounting principles requires
management to make estimates and assumptions that affect certain
reported amounts and disclosures. Accordingly, actual results
could differ from these estimates. Significant estimates in the
financial statements include the assumption that the Company
will continue as a going concern. See Note 3.
NOTE 2 - USE OF OFFICE SPACE
The Company uses 100 square feet of space for its executive
offices at One Rockefeller Plaza, New York, NY which it receives
from one of its shareholders at no cost. The fair market value
of each of these offices is $1,000 per month, which is reflected
as an expense with a corresponding credit to Additional Paid In
Capital.
NOTE 3 - LIQUIDITY
The Company's viability as a going concern is dependent upon
raising additional capital, and ultimately, having net income.
The Company established its office in New York, New York on April
25, 1998 when it began the initial development of its business
plan. The Company's limited operating history, including its
losses and no revenues, primarily reflect the operations of its
early stage.
As a result, the Company had from time of inception to July 31,
2001 no revenue and a net loss from operations of $(111,600).
As of July 31, 2001, the Company had a net capital deficiency
of $(2,825).
The company requires additional capital principally to meet its
costs for the implementation of its business plan, for general
and administrative expenses and to fund costs associated with
its consummation of an alliance or merger with another company.
It is not anticipated that the Company will be able to meet its
financial obligations through internal net revenue in the
foreseeable future. Infobooth, Inc. does not have a working
capital line of credit with any financial institution. Therefore,
future sources of liquidity will be limited to the Company's
ability to obtain additional debt or equity funding. The Company
anticipates that its existing capital resources will enable it to
maintain its current implemented operations for at least twelve
months; however, full implementation of its business plan is
dependent upon its ability to raise substantial funding.
Management's plan is to move the Company toward profitability
within five years and to seek additional capital to fund further
expansion of its operations.
NOTE 4 - LEGAL SERVICES CONTRIBUTED
One of the Company's shareholders contributed legal services to
the corporation. The fair market value of these services is
$2,500, which is reflected as an expense with a corresponding
credit to Additional Paid in Capital.
NOTE 5 - NET LOSS PER SHARE
For the three months
Ended
July 31, 2001
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Net Loss per share $(0.00)
NOTE 6 - NON-CASH FINANCIAL TRANSACTIONS
Non-cash financing transactions consisting of the cost of legal
services, rent and the related additional paid in capital
contributed by shareholders have been included in expenses and
additional paid in capital, respectively, in the accompanying
financial statement at a value of $5,500.
NOTE 7 - SUBSEQUENT EVENTS
On August 10, 2001, the company entered into an agreement to
purchase all of the outstanding shares of Cyberproperty.com,
Inc., a Delaware company with no assets or liabilities.
Infobooth Inc., issued 50,000 shares of its stock in exchange for
all 100,000 outstanding shares of Cyberproperty.com's common
stock.
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF
OPERATION
RESULTS OF OPERATIONS
The Company is a blank check development stage company and its
principal business purpose is to locate and consummate a merger
or acquisition with a private entity.
The SEC defines a blank check company as one which has no
specific business or plan other than to consummate an acquisition
of or merge into another business or entity. A number of states
have enacted statutes, rules and regulations limiting the sale of
securities of "blank check" companies in their respective
jurisdictions. Additionally, some states prohibit the initial
offer and sale as well as any subsequent resale of securities of
shell companies to residents of their states. For this reason,
management advises that any potential investor who has an
interest in the Company should consult local Blue Sky counsel to
determine whether the state within which that investor resides
prohibits the purchase of shares of the Company in that
jurisdiction.
Once the Company has acquired or merged with another entity which
possesses an active business plan, the Company will no longer be
considered a "blank check" company. Additionally, shareholders
of the Company have not entered into any "lock-up" letter
agreement, which would prevent them from selling their respective
shares of the Company's common stock until such time as the
Company consummates a merger with or acquisition of another
company.
The selection of a business opportunity in which to participate
is complex and risky. Additionally, as the Company has only
limited resources, it may be difficult to find favorable
opportunities. There can be no assurance that the Company will
be able to identify and acquire any business opportunity which
will ultimately prove to be beneficial to the Company and its
shareholders. The Company will select any potential business
opportunity based on management's business judgment.
The Company is a voluntarily reporting company in order to make
information concerning itself more readily available to the
public. Management believes that a reporting company under the
Securities Exchange Act of 1934, as amended (the "Exchange Act")
could provide a prospective merger or acquisition candidate with
additional information concerning the Company. In addition,
management believes that this might make the Company more
attractive to an operating business opportunity as a potential
business combination candidate. As a result of filing its
registration statement, the Company is obligated to file with the
Commission certain interim and periodic reports including an
annual report containing audited financial statements. The
Company intends to continue to voluntarily file these periodic
reports under the Exchange Act even if its obligation to file
such reports is suspended under applicable provisions of the
Exchange Act.
Any target acquisition or merger candidate of the Company will
become subject to the same reporting requirements as the Company
upon consummation of any such business combination. Thus, in the
event that the Company successfully completes an acquisition or
merger with another operating business, the resulting combined
business must provide audited financial statements for at least
the two most recent fiscal years or, in the event that the
combined operating business has been in business less than two
years, audited financial statements will be required from the
period of inception of the target acquisition or merger
candidate.
The Company has no recent operating history and no representation
is made, nor is any intended, that the Company will be able to
carry on future business activities successfully. Further, there
can be no assurance that the Company will have the ability to
acquire or merge with an operating business, business opportunity
or property that will be of material value to the Company.
There is always a present potential that the Company may acquire
or merge with a business or company in which the Company's
promoters, management, affiliates or associates directly or
indirectly have an ownership interest. There is no formal
existing corporate policy regarding such transactions, however,
in the event such a potential arises, the Company shall disclose
any conflict of interest to its directors and shareholders for
purposes of determining whether to acquire or merge with such a
business. Management does not foresee or is aware of any
circumstances under which this policy may be changed.
The Company has held preliminary discussions with a number of
entities for the purpose of consummating an acquisition or
merger. These discussions have not developed into any serious
negotiations, arrangement or understandings between the Company
and such entities and are merely part of the Company's efforts to
explore all available opportunities. The Company will consider
the operations and business activity of any entity with which it
wishes to consummate a transaction for the purpose of determining
whether such entity will be able to sustain growth, profit and
viable operations over the long term. At this time, the Company
has not entered into any letters of intent, agreements or
preliminary term sheets with any entity for the purpose of any
transaction.
The Company at this time does not have any preliminary agreements
or understandings for the purpose of providing any consulting
services. The Company will consider paying consultant or
finders' fees to its principal shareholders on the same basis
that it would pay any outside consultant or finder's fee.
The Company at this time does not foresee generating any
substantial income over the next twelve (12) months. The
Company's main purpose and goal is to locate and consummate a
merger or acquisition with a private entity. The Company's
directors will be compensated with stock of any surviving
Company subsequent to a merger or acquisition with a private
entity.
In the opinion of management, inflation has not and will not have
a material effect on the operations of the Company until such
time as the Company successfully completes an acquisition or
merger. At that time, management will evaluate the possible
effects of inflation on the Company as it relates to its business
and operations following a successful acquisition or merger.
ACQUISITION OF CYBERPROPERTY.COM, INC.
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The Company on June 15, 2001 acquired all the outstanding shares
of common stock of CyberProperty.com, Inc., a Delaware
corporation. In consideration for such an acquisition, the
Company issued 30,000 shares of newly issued common stock to the
two (2) shareholders of CyberProperty.com. As a result of this
transaction, CyberProperty.com is a fully owned subsidiary of
Infobooth, Inc.
CyberProperty.com ("CyberProperty") seeks to introduce an on-
line internet web site which offers users access to available
real estate properties initially through the metropolitan New
York area. CyberProperty will seek to combine the current
exclusive arrangement possessed between sellers and real estate
brokers along with the capabilities of the internet. First, the
CyberProperty shall seek to have real estate brokers join its
service. These brokers will have access to multiple real estate
database listings of properties which are only available to them.
The Company will offer the same listings on its web site. The
Company will then allow real estate hunters the opportunity to
view an available property along with a broker.
As a result, the Company's web site will provide the public with
the same database and pool of available properties which, up to
now, have only been available to real estate brokers. If the
property is acceptable to the real estate seeker, then a
commission will be paid to the broker which the company will
price at a rate lower than that paid to real estate brokers in
the market today. The advantage to the broker shall be to market
properties in a cost and time effective manner to the public
without having to "co-broker" transactions. "Co-brokering" a
transaction is a function of two real estate brokers working on a
transaction together and share the commission on a sale of
property. CyberProperty's web site will eliminate "co-brokering"
and thereby allow a real estate broker to fully benefit from a
commission earned on a sale.
The Company will also seek to draw revenues from advertisers who
are associated with the real estate market and other services
which cater to the industry, such as mortgage brokers, attorneys,
and interior designers. Once the Company's concept is solidified
in New York, the Company will seek to expand its operations to
other major cities in the Northeast.
Cyber Property.com at this time has no operations and no
significant assets. Subsequent to the acquisition of Cyber
Property.com, the Company shall seek to attract investor interest
in this concept and raise funds for the purpose of developing the
internet
PART II - OTHER INFORMATION
Item 1. Legal Proceedings
There are currently no pending legal proceedings against the
company.
Item 2. Changes in Securities
The instruments defining the rights of the holders of any class
of registered securities have not ben modified.
Item 3. Defaults upon Senior Securities
There has been no default in the payment of principal, interest,
sinking or purchase fund installment.
Item 4. Submission of Matters to a Vote of Security Holders
No matter has been submitted to a vote of security holders during
the period covered by this report.
Item 5. Other information
There is no other information to report which is material to the
company's financial condition not previously reported.
Item 6. Exhibits and Reports on Form 8-K
There are no exhibits attached and no reports on Form 8-K were
filed during the quarter for which this report is filed.
SIGNATURES
In accordance with the requirements of the Exchange Act, the
registrant caused this report to be signed on its behalf by the
undersigned, thereunto duly authorized.
INFOBOOTH, INC.
(Registrant)
Date: October 25, 2001
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/s/ Shane Henty Sutton
President