UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-QSB
(Mark one) --------------
[X] QUARTERLY REPORT UNDER SECTION 13 0R 15(d) OF THE SECURITIES ACT OF 1934
For the quarterly period ended June 30, 2000
--------------
[ ] TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF EXCHANGE ACT
For the transition period from to
----------- -----------
Commission file number 0-30411
Cyber Grind, Inc.
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(Name of Small Business Issuer is its charter)
Nevada 95-4791521
------------------------------- -----------------------------------
(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)
270 North Canon Drive, Suite 203,
Beverly Hills, California 90210
---------------------------------------- -------------
(Address of principal executive offices) (Zip Code)
(310) 288- 0693
---------------------------
(Issuer's telephone number)
State the number of shares outstanding of each of the issuer's classes
of common equity, as of August 7, 2000
Common stock 1,950,000 shares
Transitional Small Business Disclosure Format
(Check one): Yes [ ] No [X]
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TABLE OF CONTENTS
PAGE
PART I- FINANCIAL INFORMATION
Item 1. Financial Statements. ................................... 1/7
Item 2. Changes in Securities. ...................................... 7/8
PART II- OTHER INFORMATION
Item 1. Legal proceedings. ......................................... 9
Item 2. Changes in Securities. ...................................... 9
Item 3. Defaults Upon Senior Securities. ............................ 9
Item 4. Submission of Matters to a Vote of Security Holders. ........ 9
Item 5. Other Information. .......................................... 9
Item 6. Exhibits and Report on Form 8-K. ........................... 9
SIGNATURES. ........................................................ 10
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PART I- FINANCIAL INFORMATION
Item 1. Financial Statements.
INDEPENDENT ACCOUNTANT'S REVIEW REPORT
We have reviewed the accompanying balance sheet of Cyber Grind, Inc.
as of June 30, 2000 and the related statements of operations, cash flows, and
changes in shareholders' equity for the period from (inception) March 10, 2000
(Inception) to June 30, 2000 and for the three months ended June 30, 2000.
These financial statements are the reponsibility of the Company's management.
We conducted our review in accordance with standards established by the American
Institute of Certified Public Accountants. A review of interim financial infor-
mation consists principally of applying analytical procedures to financial data
and making inquiries of persons responsible for financial and accounting
matters. It is substantially less in scope than an audit conducted 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 for them to be in conformity
with generally accepted accounting principles.
/s/ Friedman, Minsk, Cole & Fastovsky
--------------------------------------
Friedman, Minsk, Cole & Fastovsky
Los Angeles, California
August 4, 2000
1
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Cyber Grind, Inc.
(A Development Stage Company)
BALANCE SHEET
June 30, 2000
ASSETS
Current Assets
Cash $ 16
---------
Total current assets 16
---------
Total assets $ 16
=========
LIABILITIES AND SHAREHOLDERS' EQUITY (DEFICIT)
Current Liabilities
Accrued expenses $ --
---------
Total current liabilities --
Shareholders' Equity
Common stock,
25,000,000 shares authorized
at $0.001 par value; issued and
outstanding 1,950,000 shares 1,950
---------
(Deficit) accumulated
during the development
stage (1,934)
---------
Total shareholders' equity
(deficit) 16
---------
Total Liabilities and
Shareholders' Equity (Deficit) $ 16
=========
See accountant's review report.
2
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Cyber Grind, Inc.
(A Development Stage Company)
STATEMENT OF OPERATIONS
(Unaudited)
Three Months March 10, 2000
Ended (Inception) to
June 30, 2000 June 30, 2000
---------------- ----------------
Revenue $ -- $ --
Expenses:
General and
administrative $ 1,134 1,934
---------- ---------
(Loss) from
operations (1,134) (1,934)
Income taxes -- --
---------- ---------
Net (loss) $ (1,134) $ (1,934)
========== =========
Basic (Loss) per
common share $ -- $ --
========== =========
Diluted (Loss) per
common share $ -- $ --
========== =========
Weighted average
(basic and diluted)
common shares
outstanding 1,950,000 1,950,000
========== =========
See accountant's review report.
3
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Cyber Grind, Inc.
(A Development Stage Company)
STATEMENT OF CHANGES IN SHAREHOLDERS' EQUITY (DEFICIT)
For the period March 10, 2000 (inception) to June 30, 2000
(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- 700,000 700 -- -- 700
Net (loss) for
the period from
inception -- -- -- (1,934) (1,934)
---------- ------- ------- ------- -------
Balance-
June
30, 2000 1,950,000 $ 1,950 $ -- $(1,934) $ 16
========== ======= ======= ======= =======
See accountant's review report.
4
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Cyber Grind, Inc.
(A Development Stage Company)
STATEMENT OF CASH FLOWS
(Unaudited)
Three Months March 10, 2000
Ended (Inception) to
June 30, 2000 June 30, 2000
---------------- ---------------
Net (loss) $ ( 1,134) $ (1,934)
Adjustments to
reconcile net loss to
cash used by
operating activities:
Shares issued for services -- 700
Increase (decrease) in
liabilities: -------- --------
Net cash (used) by
operating activities: (1,134) (1,234)
Net cash from financing
activities:
Common stock issuance for cash -- 1,250
-------- --------
Increase (decrease)in cash (1,134) 16
Cash at beginning of period 1,150 --
-------- --------
Cash at end of period $ 16 16
======== ========
Supplemental cash flows information:
Cash paid during the period for:
Income Taxes $ -- $ --
======== ========
Interest $ -- $ --
======== ========
Non-cash financing transactions:
Common shares issued
for services $ -- $ 700
======== ========
See accountant's review report.
6
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Cyber Grind, Inc.
(A Development Stage Company)
NOTES TO FINANCIAL STATEMENTS
June 30, 2000
(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. Operating results for the three month period ended
June 30, 2000 are not necessarily indicative of the results that may be
expected for the year ended December 31, 2000. The Company was incorporated
on March 10, 2000 thus it was not in existence in the early part of 1999;
therefore, comparative presentations for the three month period ended
June 30, 1999 are not made. For futher information refer to the audited
financial statements and footnotes included in the Company's Form 10-SB filing,
filed April 20, 2000. The audited financial statements in the Form 10-SB
covered from March 10, 2000 to March 31, 2000.
Item 2. Plan of Operation
--------------------------
Business of Issuer
The Company plans to develop Internet cafes. The cafes will feature internet
access and e-mail availability for patrons, along with coffee, pastries and
related items. A primary objective is for these cafes to be intellectual,
technological and social centers for certain preferred areas, e.g. adjacent to
college campuses.
The Company, which presently has no employees, is a development stage
enterprise. From inception to date the Company has had no revenues.
7
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Item 2. Plan of Operation (Continued)
-------------------------------------
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 2000 and for the first two quarters
of calendar 20001, absent other funding being obtained, the Company's primary
funding for corporate expenses will be provided by the Company's Chairman
and President.
The Company's management is commencing discussions with investment bankers
pertaining to a stair step financing plan. This will encompass initial seed
capital, a first and an second level of private placements, bridge financing,
mezzanine financing and actual initial public offering. However, there can be
no assurance management will be successful in these endeavors.
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 mangement'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 historical facts included in this Form, including
without limitation, statements under "Plan of Operation", regarding the
Company's financial position, business strategy, and plans and objectives of
management of the Company for future operations, are forward-looking
statements.
Although the Company's believes that the expectations refleted in such
forward-looking statements are reasonable, it can give no assurance that such
expectations will prove to have been correct. Important factors that could
cause actual results to differ materially from the Company's expectations
include, but are not limited to, market conditions, competition and the ability
to successfully obtain financing.
8
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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
There have been no changes in securities since April 19, 2000.
All of the Company's issuance of securities were disclosed in its
Form 10-SB filing (Filed April 20, 2000).
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
Exhibit 1: Consent of Friedman, Minsk Cole & Fastovsky
Exhibit 1:
August 7, 2000
Securities and Exchange Commission
450 Fifth Street
Washington, D.C. 20549
Commissioners:
We consent to the inclusion of our report dated August 4, 2000 on our review of
interim financial information of Cyber Grind, Inc. for the period March 10,
2000 (Inception) to June 30, 2000 in Cyber Grind, Inc. quarterly report
on Form 10QSB for the quarter then ended.
/s/ Friedman, Minsk, Cole & Fastovsky
--------------------------------------
Friedman, Minsk, Cole & Fastovsky
Los Angeles, California
August 4, 2000
There were no reports filed on Form 8-K during the three month period ended
June 30, 2000.
9
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SIGNATURES
In accordance with the requirements of the Exchange Act, the registrant
cuased this report to be signed on its behalf by the undersigned, thereunto duly
authorized.
Cyber Grind, Inc.
/s/ Jaak Olesk
------------------------------
Date: August 8, 2000 Jaak Olesk
Chairman of the Board, President
10
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