UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-QSB
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(Mark one)
[X] QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE
SECURITIES ACT OF 1934
For the quarterly period ended September 30, 2004
[ ] 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.
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(Name of Small Business Issuer in its charter)
Nevada 95-4791521
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(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
c/o Law Offices of Jaak Olesk
9300 Wilshire Boulevard, Suite 300
Beverly Hills, California 90212
- --------------------------------------- ---------------
(Address of principal executive offices) (Zip code)
(310) 278-0100
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(Issuer's telephone number)
State the number of shares outstanding of each of the issuer's
classes of common equity, as of November 11, 2004
Common stock 13,000,000 shares
Transitional Small Business Disclosure Format
(Check one): Yes [ ] No [ X]
<page>
TABLE OF CONTENTS
PAGE
PART I- FINANCIAL INFORMATION
Item 1. Financial Statements 3-6
Item 2. Plan of Operation 7-8
Item 3. Controls and Procedures 8
Item 4. Quantitative and Qualitative
Disclosure About Market Risk 8
PART II- OTHER INFORMATION
Item 1. Legal Proceedings. 8
Item 2. Changes in Securities. 8
Item 3. Defaults Upon Senior Securities. 8
Item 4. Submission of Matters to a Vote of
Security Holders. 8
Item 5. Other Information. 8
Item 6. Exhibits and Report on Form 8-K. 8
SIGNATURES. 9
<page>
PART I- FINANCIAL INFORMATION
Item 1. Financial Statements.
Cyber Grind, Inc.
(A Development Stage Company)
BALANCE SHEET
September 30, 2004
(Unaudited)
ASSETS
Current Assets
Cash $ --
----------
Total current assets --
----------
Total assets $ --
==========
LIABILITIES AND SHAREHOLDERS' EQUITY (DEFICIT)
Shareholders' Equity
Common stock,
25,000,000 shares authorized
at $0.001 par value; issued and
outstanding 3,000,000 shares 3,000
Additional Paid-in Capital 4,825
(Deficit) accumulated
during the development
stage (7,825)
----------
Total shareholders' equity
(deficit) --
----------
Total Liabilities and
Shareholders' Equity (Deficit) $ --
==========
See accompanying note to financial statements.
<page>
Cyber Grind, Inc.
(A Development Stage Company)
STATEMENT OF OPERATIONS
(Unaudited)
Three and Nine Three and Nine March 10, 2000
Months Ended Months Ended (Inception) to
Sept. 30, 2004 Sept. 30, 2003 Sept. 30, 2004
-------------- -------------- --------------
Revenue $ -- $ -- $ --
Expenses:
General and
Administrative $ -- $ -- $ 7,825
--------- --------- ----------
(Loss) from
operations -- -- (7,825)
Income taxes -- -- --
--------- --------- ----------
Net (loss) $ -- $ -- $ --
========= ========= ==========
Basic (Loss) per
Common Share $ -- $ -- $ (7,825)
========= ========= ==========
Diluted (Loss) per
Common share $ -- $ -- $ --
========= ========= ==========
Weighted average
(basic and diluted)
common shares
outstanding 3,000,000 3,000,000 3,000,000
========= ========= ==========
See accompanying note to financial statements.
<page>
Cyber Grind, Inc.
(A Development Stage Company)
STATEMENT OF CHANGES IN SHAREHOLDERS' EQUITY (DEFICIT)
For the three month period ended September 30, 2004
(Unaudited)
(Deficit)
Accumulated
Additional During the
Common Stock Paid-In Development
Shares Amount Capital Stage Total
-------- -------- ---------- -------------- --------
Balance-
June 30, 2004 3,000,000 $ 3,000 $ 4,825 $ (7,825) $ --
Net (loss)
for the three
months ended
Sept. 30, 2004 -- -- -- -- --
--------- ------ -------- -------- --------
Balance-
Sept. 30, 2004 3,000,000 $ 3,000 $ 4,825 $ (7,825) $ --
========= ======= ======== ======== ========
See accompanying note to financial statements.
<page>
Cyber Grind, Inc
(A Development Stage Company)
STATEMENT OF CASH FLOWS
(Unaudited)
Nine Months Nine Months March 10, 2000
Ended Ended (Inception) to
Sept. 30, 2004 Sept. 30, 2003 Sept. 30, 2004
-------------- -------------- --------------
Net (loss) $ -- $ -- $ (7,825)
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: -- -- (6,075)
Net cash from financing
Activities:
Common stock
issuance for cash -- -- 1,250
Loan from shareholder -- -- 2,825
--------- -------- -------
-- -- 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
========= ======== =======
See accompanying note to financial statements.
<page>
Cyber Grind, Inc.
(A Development Stage Company)
NOTES TO FINANCIAL STATEMENTS
September 30, 2004
(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, 2004 Stockholders' Equity (Deficit) changed only by
the amount of the net loss. Operating results for the three months period ended
September 30, 2004 are not necessarily indicative of the results that may be
expected for the year ended December 31, 2004. For further information
refer to the audited financial statements and footnotes included in the
Company's Form 10-KSB filing for December 31, 2002.
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 7, 2003) the Company has had no
revenues. The Company's business plan and business purpose is to acquire and
develop precious metals claims and/or properties.
On October 25, 2004, Cyber Grind, Inc. (the "Company"), entered into an Oil and
Gas Lease Acquisition Agreement (the "Agreement") with Blue Ridge Group ("Blue
Ridge"), dated effective October 6, 2004, whereby Blue Ridge is the beneficial
owner of certain oil and gas leases located in Jasper County, Texas (the "Oil &
Gas Leases") listed in Schedule "A" attached to the Agreement which is attached
hereto as Exhibit 10.1. Blue Ridge agreed to sell and the Company agreed to
acquire a fifty percent (50%) interest in and to the Oil & Gas Leases, free and
clear of all charges, encumbrances and claims. In consideration for the
acquisition of the Oil & Gas Leases, subject to the terms in the Agreement, the
Company agreed to issue to Blue Ridge 10,000,000 shares of common stock of the
Company, which occurred on October 25, 2004. In addition, Blue Ridge has
agreed to deliver to the Company recordable transfers of a fifty percent (50%)
interest n and to the Oil & Gas Leases in favour of the Company.
Item 2. Plan of Operation
The Company, which has no employees, is a development stage enterprise. From
inception to date the Company has had no revenues. The Company's business
plan and business purpose is to acquire and develop precious metals claims
and/or properties.
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 2003, and the first three quarters
of calendar 2004 absent other funding being obtained, the Company's primary
funding source will its Vancouver, British Columbia, Canada based ownership
group.
<page>
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.
Item 3. Item 3. Controls and Procedures
(a) ITEM 3. CONTROLS AND PROCEDURES
The Company's management, including the Chief Executive Officer and
President have evaluated, within 90 days prior to the filing of this quarterly
report, the effectiveness of the design, maintenance and operation of the
Company's disclosure controls and procedures. Management has determined that
the Company's disclosure controls and procedures are effective in ensuring
that the information required to be disclosed by the Company in the reports
that it files under the Exchange Act is accurate and is recorded, processed,
summarized and reported within the time periods specified in the Commission's
rules and regulations.
Disclosure controls and procedures, no matter how well designed and
implemented, can provide only reasonable assurance of achieving an entity's
disclosure objectives. The likelihood of achieving such objectives is affected
by limitations inherent in disclosure controls and procedures. These include the
fact that human judgment in decision-making can be faulty and that breakdowns in
internal control can occur because of human failures such as errors or mistakes
or intentional circumvention of established processes.
There have been no significant changes in internal controls or in other
factors that could significantly affect these controls subsequent to the date of
the evaluation thereof, including any corrective actions with regard to
significant deficiencies and material weaknesses.
(b) Not applicable.
Item 4. Quantitative and Qualitative Disclosure about Market Risk
The Company had no operations or investments during the quarter which
could have been affected by market fluctuations.
PART II- OTHER INFORMATION
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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
Exhibits 1-3: Sarbanes-Oxley Certifications
10/21/04 8-K: Changes in Registrants Certifying Accountant
(Company is seeking a letter from the former auditor; this letter
will be filed as soon as it is obtained).
11/1/04 8-K: Completion of Acquisition or Disposition of Assets
(Oil and Gas Lease Agreement was filed as an exhibit with this 8-K).
<page>
Section 31.1
CERTIFICATION PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002
I, Jaak Olesk, certify that:
1. I have reviewed this quarterly report on Form 10-QSB of Cyber Grind, Inc.;
2. Based on my knowledge, this quarterly report does not contain any untrue
statement of a material fact or omit to state a material fact necessary to make
the statements made, in light of the circumstances under which such statements
were made, not misleading with respect to the period covered by this quarterly
report;
3. Based on my knowledge, the financial statements, and other financial
information included in this quarterly report, fairly present in all material
respects the financial condition, results of operations and cash flows of the
registrant as of, and for, the periods presented in this quarterly report;
4. The registrant's other certifying officer and I are responsible for
establishing and maintaining disclosure controls and procedures (as defined in
Exchange Act Rules 13a-14 and 15d-14) for the registrant and have:
a) designed such disclosure controls and procedures to ensure that material
information relating to the registrant, including its consolidated subsidiaries,
is made known to us by others within those entities, particularly during the
period in which this quarterly report is being prepared; b) evaluated the
effectiveness of the registrant's disclosure controls and procedures as of a
date within 90 days prior to the filing date of this quarterly report (the
"Evaluation Date"); and c) presented in this quarterly report our conclusions
about the effectiveness of the disclosure controls and procedures based on our
evaluation as of the Evaluation Date;
5. The registrant's other certifying officer and I have disclosed, based on our
most recent evaluation, to the registrant's auditors and the audit committee of
registrant's board of directors (or persons performing the equivalent
functions):
a) all significant deficiencies in the design or operation of internal controls
which could adversely affect the registrant's ability to record, process,
summarize and report financial data and have identified for the registrant's
auditors any material weaknesses in internal controls; and b) any fraud, whether
or not material, that involves management or other employees who have a
significant role in the registrant's internal controls.
Date: November 11, 2004
/s/Jaak Olesk
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Jaak Olesk
Chief Financial Officer
<page>
Section 31.2
CERTIFICATION PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002
I, Jaak Olesk, certify that:
1. I have reviewed this quarterly report on Form 10-QSB of Cyber Grind
2. Based on my knowledge, this quarterly report does not contain any untrue
statement of a material fact or omit to state a material fact necessary to make
the statements made, in light of the circumstances under which such statements
were made, not misleading with respect to the period covered by this quarterly
report;
3. Based on my knowledge, the financial statements, and other financial
information included in this quarterly report, fairly present in all material
respects the financial condition, results of operations and cash flows of the
registrant as of, and for, the periods presented in this quarterly report;
4. The registrant's other certifying officer and I are responsible for
establishing and maintaining disclosure controls and procedures (as defined in
Exchange Act Rules 13a-14 and 15d-14) for the registrant and have:
a) designed such disclosure controls and procedures to ensure that material
information relating to the registrant, including its consolidated subsidiaries,
is made known to us by others within those entities, particularly during the
period in which this quarterly report is being prepared; b) evaluated the
effectiveness of the registrant's disclosure controls and procedures as of a
date within 90 days prior to the filing date of this quarterly report (the
"Evaluation Date"); and c) presented in this quarterly report our conclusions
about the effectiveness of the disclosure controls and procedures based on our
evaluation as of the Evaluation Date;
5. The registrant's other certifying officer and I have disclosed, based on our
most recent evaluation, to the registrant's auditors and the audit committee of
registrant's board of directors (or persons performing the equivalent
functions):
a) all significant deficiencies in the design or operation of internal controls
which could adversely affect the registrant's ability to record, process,
summarize and report financial data and have identified for the registrant's
auditors any material weaknesses in internal controls; and b) any fraud, whether
or not material, that involves management or other employees who have a
significant role in the registrant's internal controls.
Date: November 11, 2004
/s/ Jaak Olesk
--------------------------
Jaak Olesk
President
<page>
Section 32.1
CERTIFICATION PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
Pursuant to section 906 of the Sarbanes-Oxley Act of 2002 (subsections (a) and
(b) of section 1350, chapter 63 of title 18 United States Code), the
officer of Cyber Grind, Inc. (the "Company") does hereby certify, to
such officer's knowledge, that:
The Report on Form 10-QSB for the quarter ended September 30, 2004 of the
Company fully complies with the requirements of Section 13(a) or 15(d) of the
Securities Exchange Act of 1934; and the information contained in the Report
fairly presents, in all material respects, the financial condition and result of
operations of the Company.
/s/Jaak Olesk
Date: November 11, 2004 -----------------
Jaak Olesk
Chief Financial Officer
/s/Jaak Olesk
-------------------------
Jaak Olesk
President
<page>
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 11, 2004 -----------------------
- ------------------------ Jaak Olesk, President