UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-QSB
----------------------
(Mark one)
[X] QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE
SECURITIES ACT OF 1934
For the quarterly period ended September 30, 2002
[ ] TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF EXCHANGE
ACT
For the transition period from to
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Commission file number 0-30411
Cyber Grind, Inc.
-------------------------------------------------
(Name of Small Business Issuer in its charter)
Nevada 95-4791521
- ------------------------- ----------------------
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
c/o Jaak Olesk
9300 Wilshire Boulevard, Suite 300
Beverly Hills, California 90212
- --------------------------------------- ---------------
(Address of principal executive offices) (Zip code)
(310) 278-0100
----------------------------------
(Issuer's telephone number)
State the number of shares outstanding of each of the issuer's
classes of common equity, as of November 13, 2002
Common stock 3,000,000 shares
Transitional Small Business Disclosure Format
(Check one): Yes [ ] No [ X]
1
TABLE OF CONTENTS
PAGE
PART I- FINANCIAL INFORMATION
Item 1. Financial Statements....................... 3-9
Item 2. Plan of Operation.......................... 9-10
PART II- OTHER INFORMATION
Item 1. Legal Proceedings. ........................ 10
Item 2. Changes in Securities. .................... 10
Item 3. Defaults Upon Senior Securities. .......... 10
Item 4. Submission of Matters to a Vote of
Security Holders. ......................... 10
Item 5. Other Information. ........................ 10
Item 6. Exhibits and Report on Form 8-K. .......... 10
SIGNATURES. ....................................... 11
2
PART I- FINANCIAL INFORMATION
Item 1. Financial Statements.
Cyber Grind, Inc.
(A Development Stage Company)
BALANCE SHEET
September 30, 2002
(Unaudited)
ASSETS
Current Assets
Cash $ --
----------
Total current assets --
----------
Total assets $ --
==========
LIABILITIES AND SHAREHOLDERS' EQUITY (DEFICIT)
Current Liabilities
Loan from shareholder $ 2,825
----------
Total current liabilities 2,825
Shareholders' Equity
Common stock,
25,000,000 shares authorized
at $0.001 par value; issued and
outstanding 3,000,000 shares 3,000
(Deficit) accumulated
during the development
stage 5,825)
----------
Total shareholders' equity
(deficit) (2,825)
----------
Total Liabilities and
Shareholders' Equity (Deficit) $ --
==========
3
See accompanying note to financial statements.
Cyber Grind, Inc.
(A Development Stage Company)
STATEMENT OF OPERATIONS
(Unaudited)
Three Months Three Months
Ended Ended
September 30, September 30,
2002 2001
-------------- -------------
Revenue $ -- $ --
Expenses:
General and
Administrative $ 1,770 --
--------- ---------
(Loss) from
operations -- --
Income taxes -- --
--------- ---------
Net (loss) $ 1,770 $ --
========= =========
Basic (Loss) per
Common
Share $ -- $ --
========= =========
Diluted (Loss) per
Common share $ -- $ --
========= =========
Weighted average
(basic and diluted)
common shares
outstanding 3,000,000 3,000,000
========= =========
4
See accompanying note to financial statements.
Cyber Grind, Inc.
(A Development Stage Company)
STATEMENT OF OPERATIONS (Continued)
(Unaudited)
Nine Months Nine Months March 10, 2000
Ended Ended (Inception) to
September 30, September 30, September 30,
2002 2001 2002
------------- ------------ -------------
Revenue $ -- $ -- $ --
Expenses:
General and
Administrative $ 1,770 605 5,825
--------- --------- --------
(Loss) from
operations -- (605) (5,825)
Income taxes -- -- --
--------- --------- --------
Net (loss) $ 1,770 $ (605) $ (5,825)
========= ========= ========
Basic (Loss) per
Common
share $ -- $ -- $ --
========= ========= ========
Diluted (Loss) per
Common share $ -- $ -- $ --
========= ========= ========
Weighted average
(basic and diluted)
common shares
outstanding 3,000,000 3,000,000 3,000,000
========= ========= =========
5
See accompanying note to financial statements.
Cyber Grind, Inc.
(A Development Stage Company)
STATEMENT OF CHANGES IN SHAREHOLDERS' EQUITY (DEFICIT)
For the period March 10, 2000 (inception) to
September 30, 2002
(Unaudited)
(Deficit)
Accumulated
Additional During the
Common Stock Paid-In Development
Shares Amount Capital Stage Total
------- ------ ---------- ----------- ------
Common shares
Issued for
cash- 1,250,000 $1,250 $ -- $ -- $1,250
Common shares
issued for
services- 1,750,000 1,750 -- -- 1,750
Net (loss) for
the period from
inception to
September 30,
2002 -- -- -- (5,825) (5,825)
--------- ------ -------- ------- -------
Balance-
September
30, 2002 3,000,000 $3,000 $ -- $ (5,825)$(2,825)
========= ======= ======== ======== =======
6
See accompanying note to financial statements.
Cyber Grind, Inc
(A Development Stage Company)
STATEMENT OF CASH FLOWS
(Unaudited)
Three Months Three Months
Ended Ended
September 30, September 30,
2002 2001
------------- -------------
Net (loss) $ (1,770) $ --
Adjustments to
reconcile net loss to
cash used by
operating activities:
Shares issued for services -- --
Increase (decrease) in
Liabilities:
Loan to shareholder -- --
Accrued expenses -- --
--------- --------
Net cash (used) by
operating activities: (1,770) --
Net cash from financing
Activities:
Loan from shareholder 1,770
--------- --------
Increase (decrease) in cash -- --
Cash at beginning of period $ -- $ --
--------- --------
Cash at end of period $ -- $ --
========= ========
Supplemental cash flows information:
Cash paid during the period for:
Income Taxes $ -- $
========= ========
Interest $ -- $ --
========= ========
Non-cash financing transactions:
Common shares issued
for services $ -- $ --
========= ========
7
See accompanying note to financial statements.
Cyber Grind, Inc
(A Development Stage Company)
STATEMENT OF CASH FLOWS (Continued)
(Unaudited)
Nine Months Nine Months March 10, 2000
Ended Ended (Inception) to
September 30, September 30, September 30,
2002 2001 2002
------------- ------------- --------------
Net (loss) $ (1,770) $ (605) $ (5,825)
Adjustments to
reconcile net loss to
cash used by
operating activities:
Shares issued for
services -- -- 1,750
Increase (decrease) in
Liabilities:
Accrued expenses -- -- --
--------- -------- ---------
Net cash (used) by
operating
activities: (1,770) (605) (4,075)
Net cash from financing
Activities:
Common stock issuance
for cash -- -- 1,250
Loan from shareholder 1,770 605 2,825
--------- -------- ---------
Net cash (used) by
financing activities: 1,770 605 4,075
Increase (decrease)
in cash -- -- --
Cash at beginning
of period $ -- -- --
--------- -------- ---------
Cash at end of
period $ -- $ -- $ --
========= ======== =========
Supplemental cash flows information:
Cash paid during the period for:
Income Taxes $ -- $ -- $ --
========= ======== =========
Interest $ -- $ -- $ --
========= ======== =========
Non-cash financing transactions:
Common shares issued
for services $ -- $ -- $ 1,750
========= ======== =========
8
See accompanying note to financial statements.
Cyber Grind, Inc.
(A Development Stage Company)
NOTES TO FINANCIAL STATEMENTS
September 30, 2002
(Unaudited)
BASIS OF PRESENTATION
- ---------------------
The accompanying unaudited financial statements have been
prepared in accordance with generally accepted accounting
principles for interim financial information and with the
instructions to Form 10 QSB and Item 310(b) of Regulation S-B.
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 (consisting of normal recurring
accruals) considered necessary for a fair presentation have
been included. During the three month period ended September
30, 2002 Stockholders' Equity (Deficit) changed only by the
amount of the net loss. Operating results for the three month
period ended September 30, 2002 are not necessarily indicative
of the results that may be expected for the year ended December
31, 2002. For further information refer to the audited
financial statements and footnotes included in the Company's
Form 10-KSB filing for December 31, 2001.
The Company's financial statements have been presented on
the basis that is a going concern, which contemplates the
realization of assets and the satisfaction of liabilities in
the normal course of business. From inception to date the
Company has only incurred net losses and has had no revenues.
These factors, among others, raise substantial doubt as to the
Company's ability to continue as a going concern.
Cyber Grind, Inc. ("the Company") was incorporated in the
state of Nevada on March 10, 2000. The Company is a
development stage enterprise. From inception on March 10, 2000
to date (November 13, 2002) the Company has had no revenues.
Item 2. Plan of Operation
On April 20, 2000 the Company filed a Registration Statement
on Form 10-SB with the United States Securities and Exchange
Commission. The Registration Statement went effective on June
19, 2000.
The business of the Company is developing Internet cafes.
The Company, which has no employees, is a development stage
enterprise. From inception to date the Company has had no
revenues.
9
The Company's management is seeking funding from a variety
of sources. However, there can be no assurance management will
be successful in these endeavors. For the remainder of
calendar 2002, and the first three quarters of calendar 2003
absent other funding being obtained, the Company's primary
funding source will be Chairman and President Olesk who will
provide funding for corporate expenses.
Forward-Looking Statements
This Form 10-QSB includes "forward-looking statements"
within the meaning of the "safe-harbor" provisions of the
Private Securities Litigation Reform Act of 1995. Such
statements are based on management's current expectations and
are subject to a number of factors and uncertainties that could
cause actual results to differ materially from those described
in the forward-looking statements. All statements, other than
statements of historical facts included in this Form, regarding
the Company's financial position, business strategy, and plans
and objectives of management of the Company for future
operations, are forward-looking statements.
PART II- OTHER INFORMATION
- --------------------------
Item 1. Legal Proceedings
The Company is not a party to any pending legal
proceeding. Management is not aware of any
threatened litigation, claims or assessments.
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 Report on Form 8-K
No Exhibits
There were no reports filed on Form 8-K during the three month
period ended September 30, 2002.
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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.
Cyber Grind, Inc.
/s/ Jaak Olesk
Dated: November 13, 2002 -----------------------
- ------------------------ Jaak Olesk
Chairman of the Board, President
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