UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-QSB For the Quarter Ended September 30, 2001, Commission File Number 1-16399 URBAN ENTERTAINMENT CONCEPTS INTERNATIONAL INC. -------------------------------------------------------- (Exact name of Registrant as specified in its charter) Nevada Not Available ----------------------- -------------------------------------- (State of Incorporation) (I.R.S. Employer Identification Number) 14 Pico Crescent, Thornhill, Ontario L4J 8P4 ------------------------------------------------------------------ (address of principal executive offices) (Zip Code) 16 Julia Street, Thornhill, Ontario L3T 4R9 ---------------------------------------------------------------- (former name, address or fiscal year if changed since last report) Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or 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 -------- --------- The total number of shares outstanding of the issuer's common shares, par value $ .001, as of the date of this report, follow: 30,000,000 PART I - FINANCIAL INFORMATION Item 1 - Financial Statements URBAN ENTERTAINMENT CONCEPTS INTERNATIONAL INC. (A Development Stage Company) Unaudited Interim Financial Statements September 30, 2001 URBAN ENTERTAINMENT CONCEPTS INTERNATIONAL INC. (A Development Stage Company) INTERIM BALANCE SHEET SEPTEMBER 30, 2001 (UNAUDITED) ASSETS Current Assets Cash $ - ------- Total Current Assets - ------- Other Assets Incorporation costs 545 ------- Total Other Assets 545 ------- TOTAL ASSETS $ 545 ======== LIABILITIES AND STOCKHOLDERS' EQUITY Current Liabilities Advance from shareholder $ 545 ------- TOTAL CURRENT LIABILITIES 545 ------- Stockholders' Equity Preferred stock, authorized 5,000,000 shares par value $ .001: none outstanding Common stock, authorized 50,000,000 shares, par value $ .001, issued and outstanding - 30,000,000 30,000 Deficit accumulated during the development stage (30,000) ------- Total Stockholders' Equity - ------- TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY $ 545 ======= The accompanying notes are an integral part of these financial statements. URBAN ENTERTAINMENT CONCEPTS INTERNATIONAL INC. (A Development Stage Company) INTERIM STATEMENT OF OPERATIONS FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2001 (UNAUDITED) NINE PERIOD FROM MONTHS ENDED INCEPTION SEPT 30, SEPT 30, TO SEPT 30, 2001 2000 2001 INCOME $ - $ - $ - ------- ------- ------- OPERATING EXPENSES Professional Fees - - - Amortization Expenses - - - Administrative Expenses (25,950) (4,050) (30,000) ------- ------- ------- Total Operating Expenses (25,950) (4,050) (30,000) ------- ------- ------- Net Loss from Operations $(25,950) $(4,050) $(30,000) ======= ======= ======= Weighted average number of shares outstanding 23,512,500 ========== Net Loss Per Share $ (0.0011) ========= The accompanying notes are an integral part of these financial statements. URBAN ENTERTAINMENT CONCEPTS INTERNATIONAL INC. (A Development Stage Company) STATEMENT OF CASH FLOWS FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2001 (UNAUDITED) Indirect Method CASH FLOW FROM OPERATING ACTIVITIES Net loss $ (25,950) Adjustments to reconcile net loss to net cash used operating activities: Stock issued for services 25,950 Changes in assets and liabilities Increase in Advance from Shareholder - Increase in Other Assets - ------ - ------ Net Cash Used in Operating Activities - ------ CASH FLOW FROM FINANCING ACTIVITIES Issuance of common stock - ------ Net Cash Provided By Financing Activities - ------ Increase(decrease) in Cash - Cash and Cash Equivalents - Beginning of period - ------ Cash and Cash Equivalents - End of period $ - ====== Supplemental Cash Flow Information Interest paid $ - ====== Taxes paid $ - ====== The accompanying notes are an integral part of these financial statements. URBAN ENTERTAINMENT CONCEPTS INTERNATIONAL INC. (A Development Stage Company) Interim Statement of Changes in Stockholders' Equity FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2001 (UNAUDITED) Deficit Accumulated Additional During the Common Stock Paid-In Development Shares Amount Capital Stage Totals Balance - December 31, 2000 4,050,000 $ 4,050 $ - $ (4,050) $ - Stock issued for services 25,950,000 25,950 - - 25,950 Net loss for period - - - (25,950) (25,950) -------- ------- ------- -------- ------- Balances - Sept 30, 2001 30,000,000 $ 30,000 $ - $ (30,000) $ - ========== ======= ======= ======= ======= The accompanying notes are an integral part of these financial statements. URBAN ENTERTAINMENT CONCEPTS INTERNATIONAL INC. (A Development Stage Company) Notes To Interim Financial Statements September 30, 2001 (UNAUDITED) Note 1 - Organization and Summary of Significant Accounting Policies: 	Nature of Business Urban Entertainment Concepts International Inc.(the "Company") was incorporated on June 21, 2000 under the laws of the State of Nevada. The Company was originally organized under the name of fusion Media International Inc. and changed its name on November 9, 2000. The Company's primary business operations are to develop and engage in a cafe/marche business. In the event that the Company cannot develop such a business, it will be looking to acquire and or merge with a business that is similar in nature to its prime objective. 	The Company's fiscal year end is December 31. 	Basis of Presentation - Development Stage Company The Company has not earned any revenue from limited principal operations. Accordingly, the Company's activities have been accounted for as those of a "Development Stage Enterprise" as set forth in Financial Accounting Standards Board Statement No. 7 ("SFAS 7"). Among the disclosures required by SFAS 7 are that the Company's financial statements be identified as those of a development stage company, and that the statements of operations, stockholders' equity (deficit) and cash flows disclose activity since the date of the Company's inception. 	Basis of Accounting The accompanying financial statements have been prepared on the accrual basis of accounting in accordance with generally accepted accounting principles. 	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 those estimates. 	Cash and Cash Equivalents 	For purposes of the statement of cash flows, the Company considered all cash and other highly	liquid investments with initial maturities of three months or less to be cash equivalents. 	Net earning (loss) per share Basic and diluted net loss per share information is presented under the requirements of SFAS No. 128, Earnings per Share. Basic net loss per share is computed by dividing net loss by the weighted average number of shares of common stock outstanding for the period, less shares subject to repurchase. Diluted net loss per share reflects the potential dilution of securities by adding other common stock equivalents, including stock options, shares subject to repurchase, warrants and convertible preferred stock, in the weighted-average number of common shares outstanding for a period, if dilutive. All potentially dilutive securities have been excluded from computation, as their effect is anti-dilutive. URBAN ENTERTAINMENT CONCEPTS INTERNATIONAL INC. (A Development Stage Company) Notes To Interim Financial Statements September 30, 2001 (UNAUDITED) 	Fair Value of Financial Instruments The carrying amount of advances for shareholders is considered to be representative of its respective fair value because of the short-term nature of these financial instruments. 	Income Taxes The Company accounts for income taxes under SFAS No. 109, which requires the asset and liability approach to accounting for income taxes. Under this method, deferred tax assets and liabilities are measured based on differences between financial reporting and tax bases of assets and liabilities measured using enacted tax rates and laws that are expected to be in effect when differences are expected to reverse. Note 2 - Capital Stock Transactions The authorized capital common stock is 50,000,000 shares of common stock at $.001 par value. The Company has issued 4,050,000 of common stock for services rendered as administrative expenses at a cost of $ 4,050 during the fiscal year ended December 31, 2000. On April 1, 2001, the Company issued additional stock to the founders as reimbursement for expenses and services rendered totalling 25,950,000 shares in exchange for $ 25,950 in services and expenses. Note 3 - Advance from Shareholder An officer of the Company advanced cash to the Company for start-up incorporation costs of $545. This advance was unsecured, bears no interest, and is due on demand. Note 4 - Going Concern: The accompanying financial statements have been prepared in conformity with generally accepted accounting principles, which contemplates continuation of the Company as a going concern. The Company operations are in the development stage and the Company has generated no income. The future success of the Company is likely dependent on its ability to attain additional capital to develop its proposed products and ultimately, upon its ability to attain future profitable operations. There can be no assurance that the Company will be successful in obtaining such financing, or that it will attain positive cash flow from operations. Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations None PART II - OTHER INFORMATION Item 6. Exhibits and Reports on Form 8-K Exhibit 11 - Computation of earnings per common shares - See Statement of Operations Reports on Form 8-K - None SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed by the undersigned thereunto duly authorized. URBAN ENTERTAINMENT CONCEPTS INTERNATIONAL INC. By: /s/ M. WINICK --------------------------- Marvin N. Winick, President Dated: March 27, 2002