U.S. Securities and Exchange Commission
Washington, D.C. 20549
Form 10SB
GENERAL FORM FOR REGISTRATION OF SECURITIES OF SMALL
BUSINESS ISSUERS
Under Section 12(b) or (g) of the Securities Exchange Act of 1934
Cyberbiz, Inc.
(Name of Small Business Issuer in its charter)
Delaware 91-1980708
(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)
2009 Iron Street
Bellingham, Washington 98225
(Address of principal executive office) (Zip Code)
Issuer's telephone number (360) 647-3170
Securities to be registered under Section 12(g) of the Act:
Common Shares
Charles Clayton
527 Marquette
Minneapolis, Minnesota 55402
(612) 338-3738
(Agent for Service)
<PAGE>
ITEM 1. DESCRIPTION OF BUSINESS
Cyberbiz, Inc. was incorporated in the State of Delaware on March 12,
1999 to engage in business on the internet.
Cyberbiz, Inc. owns and operates a web site on the Internet, the
address is Urbanfind.com. The web site is designed to meet the unique needs and
tastes of the Afro-American consumer. This strategy comes from the fact that
this demographic market is not being adequately served at this time. Management
feels that it is easier and more practical to market to a specific audience,
however diverse their interests, tastes and spending patterns may be.
Urbanfind is a search portal (a search engine driven web site) designed
for revenue based on a click-through, and a percentage fee for sales generated
by a click-through.
Urbanfind.com uses the 20 most popular search engines on its home page,
which the visitor can use with a click on that search engine. The visitor can
also follow neatly arranged links to hand picked web sites offering news,
business, sports, travel, weather, entertainment and shopping, all geared to the
interests of the Afro-American consumer.
The Company has now 1,000 hand picked links that have been selected for
the quality and name recognition of their respective goods and services. The
goal is to build to 2,000 hand picked links, at which point management feels
that it will have run out of quality Afro-American sites.
Traffic to the site will come from search engine results and print
media exposure. Once users find Urbanfind.com they will be encouraged to stay on
a long term basis. This is how the site will slowly grow to its target views per
month.
ITEM 2. PLAN OF OPERATION
The Internet has created a new medium for advertising, marketing and
sales. Most revenue of the Company will come from affiliated programs. Over two
hundred potential online partners are prepared to pay commissions on revenues
generated from users of Urbanfind.com.
The Company will generate revenue through banner advertising. Banner
ads pay a fee of $10.00 per thousand banner views. Management feels that with a
targeted group there will be more traffic to the site; and the result is that
the banner ads will generate more income.
Another source of revenue is affiliate and co-branding. The North
American affiliate program system is driven by three major market clearing
houses, which is
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the internet equivalent of advertising agencies. This leads to a system called
"Pay for Performance Advertising/Performance Marketing." Typically revenues from
affiliate sales are 10% of the sale.
The Company features 20 popular search engines. Users of Urbanfind.com
are urged to use the search engines featured. Search engines typically pay
between $.01 to $.06 for every search entered from the Urbanfind.com site.
ITEM 3. DESCRIPTION OF PROPERTY
None
ITEM 4. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
There are presently 4,483,037 shares of the company's common shares
outstanding. The following table sets forth the information as to the ownership
of each person who, as of this date, owns of record, or is known by the company
to own beneficially, more than five per cent of the company's common stock, and
the officers and directors of the company.
Shares of Percent of
Name Common Stock ownership
--------------------------------------------------------------------------------
Amber Associates 385,000 9%
Oxford House - 23 Commercial Street
St. Helier Jersey
Channel Islands
John P. Bullen 360,000 8%
80 Smith Street
Melbourne, Victoria, Australia
Mola Investments, Inc. 390,000 9%
Le 1Quesne Chambers
9 Burrard Street.
St. Helier Jersey
Robin Lee 2,500,000 58%
3399 Kingsway Avenue
Vancouver, Canada
Joanne Loui 365,000 8%
1162 East Pender Street
Vancouver, Canada
Directors and Officers 2,500,000 58%
as a group
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<PAGE>
ITEM 5. DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS
The executive officers and directors of the company, with a brief
description are as follows:
Name Position
---- --------
Robin Lee President, Secretary, Director
Kali Palmer Director
Robin Lee, Mr. Lee is the President, Secretary and a Director of the
Company. From 1989 to 2000 he has been the owner of PC People, a business that
sells internet and computer related products and services.
Kali Palmer, Ms Palmer is a Director. She worked for Facilicom
Educational Products in Austin, Texas from 1993 to 1998 in marketing. From 1999
to the present she has been a director of the company and in the real estate
portfolio business in Seattle, Washington.
ITEM 6. EXECUTIVE COMPENSATION
There are no officers or directors that received compensation in excess
of $60,000 or more during the last year.
ITEM 7. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
None
ITEM 8. LEGAL PROCEEDINGS
None
ITEM 9. MARKET FOR COMMON EQUITY AND RELATED SHAREHOLDER MATTERS
The Company's common stock has not traded at this time.
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There are 42 holders of the common stock of the Company. There have
never been any dividends, cash or otherwise, paid on the common shares of the
Company.
ITEM 10. RECENT SALES OF UNREGISTERED SECURITIES
Name Date Shares Cost
Amber Associates 3/99 385,000 385
John P. Bullen 3/99 360,000 360
Mola Investments, Inc. 3/99 390,000 390
Robin Lee 3/99 2,500,000 2,500
Joanne Loui 3/99 365,000 365
All of these shares were sold pursuant to a Private Placement
Memorandum to nonresidents of the United States. There was no underwriter, and
no commissions were paid on any of the sales.
Markee Bailey 3/99 1,500 150
Kelly Bellman 3/99 500 50
John C. Bickhart 3/99 2,000 200
David Bowes 3/99 1,000 100
Dwight Chan 3/99 1,000 100
Kenny Chan 3/99 1,000 100
Dilshand Maherali 3/99 27,000 2,700
Mithoo Maherali 3/99 27,000 2,700
Terry Mathers 3/99 2,000 200
David McQuaid 3/99 500 50
Erna Mead 3/99 3,000 300
Yee Lee Mei 3/99 1,000 100
David Miele 3/99 2,000 200
Jenica Rayne 3/99 2,000 200
Jean Pierre St. Claire 3/99 1,000 100
Barbara Steele 3/99 2,500 250
Shelly Tranellis 3/99 1,000 100
Lue Trihn Son 3/99 1,000 100
Karim Virani 3/99 4,500 450
M. K. Christensen 3/99 2,000 200
Jermane Chu 3/99 1,000 100
Daryl Cox 3/99 2,000 200
Michael Cronin 3/99 500 50
Helene Rousseau Cronin 3/99 500 50
Brent Dawes 3/99 1,500 150
Renee Grue 3/99 1,000 100
Susan Jewitt 3/99 2,000 200
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<PAGE>
Amy Lee 3/99 1,000 100
Nissim Levy 3/99 1,000 100
Donna Loui 3/99 1,000 100
Lena Loui 3/99 3,500 350
Elaine Luc 3/99 500 50
Howard Ma 3/99 1,000 100
All of these shares were sold pursuant to a Private Placement
Memorandum to nonresidents of the United States. There was no underwriter, and
no commissions were paid on any of the sales.
Anh Luc 3/00 50,000 5,000
Sarah Lindsay 3/00 50,000 5,000
Brent Dawes 3/00 100,000 10,000
All of these shares were sold pursuant to a Private Placement
Memorandum to nonresidents of the United States. There was no underwriter, and
no commissions were paid on any of the sales.
Paul Branston 3/00 40,000 10,000
The registrant believes that all transactions were transactions not
involving any public offering within the meaning of Section 4(2) of the
Securities Act of 1933, since (a) each of the transactions involved the offering
of such securities to a substantially limited number of persons; (b) each person
took the securities as an investment for his own account and not with a view to
distribution; (c) each person had access to information equivalent to that which
would be included in a registration statement on the applicable form under the
Act; (d) each person had knowledge and experience in business and financial
matters to understand the merits and risk of the investment; therefore no
registration statement need be in effect prior to such issuances.
ITEM 11. DESCRIPTION OF SECURITIES
The company has authorized 80,000,000 shares of common stock, $.0001
par value, and 20,000,000 preferred stock, $.0001 par value. Each holder of
common stock has one vote per share on all matters voted upon by the
shareholders. Such voting rights are noncumulative so that shareholders holding
more than 50% of the outstanding shares of common stock are able to elect all
members of the Board of Directors. There are no preemptive rights or other
rights of subscription.
Each share of common stock is entitled to participate equally in
dividends as and when declared by the Board of Directors of the company out of
funds legally available, and is entitled to participate equally in the
distribution of assets in the event of liquidation. All shares, when issued and
fully paid, are nonassessable and are not subject to redemption or conversion
and have no conversion rights.
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<PAGE>
The preferred shares have not been designated any preferences.
Risk Factor - Penny Stock Regulation. Broker-dealer practices in
connection with transactions in "penny stocks" are regulated by certain penny
stock rules adopted by the Securities and Exchange Commission. Penny stock
generally are equity securities with a price of less than $5.00 (other than
securities registered on certain national securities exchanges or quoted on the
Nasdaq system, provided that current price and volume information with respect
to transactions in such securities is provided by the exchange or system). The
penny stock rules require a broker-dealer, prior to a transaction in a penny
stock not otherwise exempt from the rules, to deliver a standardized risk
disclosure document that provides information about penny stocks and the risks
in the penny stock market. The broker-dealer must also provide the customer with
current bid and offer quotations for the penny stock, the compensation of the
broker-dealer and its salesperson in the transaction, and monthly account
statements showing the market value of each penny stock held in the customer's
account. In addition, the penny stock rules generally require that prior to a
transaction in a penny stock the broker-dealer make a special written
determination that the penny stock is a suitable investment for the purchaser
and receive the purchaser's written agreement to the transaction. These
disclosure requirements may have the effect of reducing the level of trading
activity in the secondary market for a stock that becomes subject to the penny
stock rules. If the Company's securities become subject to the penny stock
rules, investors in this offering may find it more difficult to sell their
securities.
ITEM 12. INDEMNIFICATION OF DIRECTORS AND OFFICERS
Delaware Statutes, contain an extensive indemnification provision which
requires mandatory indemnification by a corporation of any officer, director and
affiliated person who was or is a party, or who is threatened to be made a party
to any threatened, pending or completed action, suit or proceeding, whether
civil, criminal, administrative or investigative, by reason of the fact that he
is or was a member, director, officer, employee or agent of the corporation, or
is or was serving at the request of the corporation as a member, director,
officer, employee or agent of another corporation, partnership, joint venture,
trust or other enterprise, against expenses, including attorneys' fees, and
against judgments, fines and amounts paid in settlement actually and reasonably
incurred by him in connection with such action, suit or proceeding if he acted,
or failed to act, in good faith and in a manner he reasonably believed to be in
or not opposed to the best interests of the corporation and, with respect to any
criminal action or proceeding, had no reasonable cause to believe his conduct
was unlawful. In some instances a court must approve such indemnification.
7
<PAGE>
ITEM 13. FINANCIAL STATEMENTS
Please see the attached Financial Statements.
ITEM 14. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
FINANCIAL DISCLOSURE
None.
ITEM 15. FINANCIAL STATEMENTS AND EXHIBITS
(a) Please see the attached Financial Statements
(b) Exhibits:
3. Articles of Incorporation and bylaws
27. Financial Data Schedule
<PAGE>
CYBERBIZ, INC.
(A DEVELOPMENT STAGE ENTERPRISE)
FINANCIAL STATEMENTS
MAY 31, 2000
WILLIAMS & WEBSTER PS
CERTIFIED PUBLIC ACCOUNTANTS
BANK OF AMERICA FINANCIAL CENTER
W 601 RIVERSIDE, SUITE 1940
SPOKANE, WA 99201
(509) 838-5111
<PAGE>
CYBERBIZ, INC.
TABLE OF CONTENTS
May 31, 2000
INDEPENDENT AUDITOR'S REPORT 1
FINANCIAL STATEMENTS
Balance Sheets 2
Statements of Operations 3
Statement of Stockholders' Equity 4
Statements of Cash Flows 5
NOTES TO FINANCIAL STATEMENTS 6
<PAGE>
Williams & Webster, P.S.
CERTIFIED PUBLIC ACCOUNTANTS & BUSINESS CONSULTANTS
Bank of America Financial Center
601 W. Riverside, Suite 1940
Spokane, WA 99201-0611
509-838-5111 FAX: 509-838-5114 * E-mail:[email protected]
Board of Directors
Cyberbiz, Inc.
Bellingham, Washington
INDEPENDENT AUDITOR'S REPORT
We have audited the accompanying balance sheets of Cyberbiz, Inc., (a
development stage enterprise), as of May 31, 2000 and February 29, 2000, and the
related statements of operations, stockholders' equity and cash flows for the
three months period ended May 31, 2000, the period from March 12, 1999
(inception) to February 29, 2000, and for the period from March 12, 1999
(inception) to May 31, 2000. These financial statements are the responsibility
of the Company's management. Our responsibility is to express an opinion on
these financial statements based on our audit.
We conducted our audit in accordance with generally accepted auditing standards.
Those standards require that we plan and perform the audit to obtain reasonable
assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation.
We believe that our audit provides a reasonable basis for our opinion.
In our opinion, the financial statements referred to above present fairly, in
all material respects, the financial position of Cyberbiz, Inc., as of May 31,
2000 and February 29, 2000, and the results of its operations and its cash flows
for the three months period ended May 31, 2000, the period from March 12, 1999
(inception) to February 29, 2000, and for the period from March 12, 1999
(inception) to May 31, 2000, in conformity with generally accepted accounting
principles.
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
June 22, 2000
<PAGE>
CYBERBIZ, INC.
(A DEVELOPMENT STAGE ENTERPRISE)
BALANCE SHEETS
<TABLE>
<CAPTION>
May 31, February 29,
2000 2000
------------ ------------
<S> <C> <C>
ASSETS
CURRENT ASSETS
Cash on hand and in bank $ 79,569 $ 20,290
Prepaid expense 7,200 -
------------ ------------
Total Current Assets 86,769 20,290
------------ ------------
PLANT, PROPERTY AND EQUIPMENT
Office equipment 1,254 -
Accumulated depreciation (76) -
------------ ------------
Total Plant, Property and Equipment 1,178 -
------------ ------------
TOTAL ASSETS $ 87,947 $ 20,290
============ ============
LIABILITIES & STOCKHOLDERS' EQUITY
CURRENT LIABILITIES
Accounts payable $ 150 $ -
------------ ------------
Total Current Liabilities 150 -
------------ ------------
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;
4,483,037 and 4,300,000 shares issued and
outstanding, respectively 448 430
Additional paid-in-capital 140,179 33,570
Deficit accumulated during development stage (52,830) (13,710)
------------ ------------
Total Stockholders' Equity 87,797 20,290
------------ ------------
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY $ 87,947 $ 20,290
============ ============
</TABLE>
2
<PAGE>
CYBERBIZ, INC.
(A DEVELOPMENT STAGE ENTERPRISE)
STATEMENTS OF OPERATIONS
<TABLE>
<CAPTION>
From From
March 12, March 12,
Three 1999 1999
Months (Inception) (Inception)
Ended through through
May 31, February 29, May 31,
2000 2000 2000
------------ ------------ ------------
<S> <C> <C> <C>
REVENUES $ - $ - $ -
------------ ------------ ------------
EXPENSES
Consulting 17,500 6,125 23,625
Filing fees - 642 642
Legal and professional 3,000 5,843 8,843
Office expense 6,585 542 7,127
Depreciation expense 76 - 76
Web site expense 12,247 - 12,247
Transfer agent 350 558 908
------------ ------------ ------------
TOTAL EXPENSES 39,758 13,710 53,468
------------ ------------ ------------
LOSS FROM OPERATIONS (39,758) (13,710) (53,468)
OTHER INCOME (EXPENSES)
Miscellaneous income 638 - 638
------------ ------------ ------------
LOSS BEFORE INCOME TAXES (39,120) (13,710) (52,830)
INCOME TAXES - - -
------------ ------------ ------------
NET LOSS $ (39,120) $ (13,710) $ (52,830)
============ ============ ============
NET LOSS PER COMMON SHARE, BASIC AND DILUTED $ (0.01) $ nil $ (0.01)
============ ============ ============
WEIGHTED AVERAGE NUMBER OF BASIC AND
DILUTED COMMON STOCK SHARES OUTSTANDING 4,401,017 4,300,000 4,321,463
============ ============ ============
</TABLE>
The accompanying notes are an integral part of these financial statements.
3
<PAGE>
CYBERBIZ, INC.
(A DEVELOPMENT STAGE ENTERPRISE)
STATEMENT OF STOCKHOLDERS' EQUITY
<TABLE>
<CAPTION>
Deficit
Common Stock Accumulated
----------------------------- Additional During the Total
Number Paid-In Development Stockholders'
of Shares Amount Capital Stage Equity
------------ ------------ ------------ ------------ ------------
<S> <C> <C> <C> <C> <C>
Issuance of common stock
for cash at $.0001 per share 4,000,000 $ 400 $ 3,600 $ - $ 4,000
Issuance of common stock
from private placement for
cash at $.10 per share 300,000 30 29,970 - 30,000
Loss for year 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 $.675 per share 143,037 14 96,613 - 96,627
Issuance of common stock
from private placement for
cash at $.25 per share 40,000 4 9,996 - 10,000
Loss for period ending
May 31, 2000" - - - (39,120) (39,120)
------------ ------------ ------------ ------------ ------------
Balance, May 31, 2000 4,483,037 $ 448 $ 140,179 $ (52,830) $ 87,797
============ ============ ============ ============ ============
</TABLE>
The accompanying notes are an integral part of these financial statements.
4
<PAGE>
CYBERBIZ, INC.
(A DEVELOPMENT STAGE ENTERPRISE)
STATEMENTS OF CASH FLOWS
<TABLE>
<CAPTION>
From From
March 12, March 12,
Three 1999 1999
Months (Inception) (Inception)
Ended through through
May 31, February 29, May 31,
2000 2000 2000
------------ ------------ ------------
<S> <C> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES
Net loss $ (39,120) $ (13,710) $ (52,830)
Depreciation expense 76 - 76
Adjustments to reconcile net loss
to net cash used by operating activities:
Increase in prepaid expense (7,200) - (7,200)
Increase in accounts payable 150 - 150
------------ ------------ ------------
Net cash (used) in operating activities (46,094) (13,710) (59,804)
------------ ------------ ------------
CASH FLOWS FROM INVESTING ACTIVITIES
Purchase of equipment (1,254) - (1,254)
------------ ------------ ------------
Net cash (used) by investing activities (1,254) - (1,254)
------------ ------------ ------------
CASH FLOWS FROM FINANCING ACTIVITIES
Proceeds from sale of common stock 106,627 14,000 120,627
Proceeds from deferred stock subscriptions - 20,000 20,000
------------ ------------ ------------
Net cash provided by financing activities 106,627 34,000 140,627
------------ ------------ ------------
Change in cash 59,279 20,290 79,569
Cash, beginning of period 20,290 - -
------------ ------------ ------------
Cash, end of period $ 79,569 $ 20,290 $ 79,569
============ ============ ============
Supplemental disclosures:
Interest paid $ - $ - $ -
============ ============ ============
Income taxes paid $ - $ - $ -
============ ============ ============
</TABLE>
The accompanying notes are an integral part of these financial statements.
5
<PAGE>
CYBERBIZ, INC.
(A DEVELOPMENT STAGE ENTERPRISE)
NOTES TO THE FINANCIAL STATEMENTS
MAY 31, 2000
NOTE 1 - ORGANIZATION AND DESCRIPTION OF BUSINESS
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.
NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
This summary of significant accounting policies of the Company 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.
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.
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.
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 new standard establishes accounting
and reporting standards for derivative instruments, including certain derivative
instruments embedded in other contracts, and for
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<PAGE>
CYBERBIZ, INC.
(A DEVELOPMENT STAGE ENTERPRISE)
NOTES TO THE FINANCIAL STATEMENTS
MAY 31, 2000
NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
Derivative Instruments (continued)
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 May 31, 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, measurable and recognizable.
Provision for Taxes
At May 31, 2000, the Company had a net operating loss of approximately $39,000.
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.
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 $52,830 for the period March 12, 1999 (inception) to May
31, 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.
7
<PAGE>
CYBERBIZ, INC.
(A DEVELOPMENT STAGE ENTERPRISE)
NOTES TO THE FINANCIAL STATEMENTS
MAY 31, 2000
NOTE 3 - CASH
At May 31, 2000, the Company maintained a cash balance of $79,569 in a Canadian
financial institution. Although the funds are valued in US dollars, they 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 services valued at $600 per month.
The service agreement is in effect from June 1, 2000 through May 31, 2001.
NOTE 5 - PLANT, PROPERTY AND EQUIPMENT
At May 31, 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 period ending May 31, 2000 was
$76.
NOTE 6 - COMMON STOCK
On March 15, 1999, 4,000,000 shares of common stock were sold through a private
placement at a price of $0.001 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 will be 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 $0.5821 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.
NOTE 7 - 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.
8
<PAGE>
SIGNATURES
In accordance with Section 12 of the Securities Exchange Act of 1934,
the registrant caused this registration statement to be signed on its behalf by
the undersigned thereunto duly authorized.
Date: July 6, 2000 Cyberbiz, Inc.
/s/
----------------------------------------
Robin Lee, President, Secretary Director
/s/
----------------------------------------
Kali Palmer, Director
