<PAGE>
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
AMENDMENT NO. 1 TO
FORM 10QSB
Quarterly Report under Section 13 or 15(d) of
the Securities Exchange Act of 1934
For Quarter Ended Commission File Number
March 31, 2000 33-7075-LA
TangibleData, Inc.
------------------------------------------------------
(Exact name of registrant as specified in its charter)
Colorado 33-0179781
------------------------ --------------------
(State of incorporation) (I.R.S. Employer
Identification No.)
5660 Airport Boulevard, Suite 105, Boulder, CO 80301
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (303) 417-0441
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 for such shorter period that the registrant was
required to file such reports), and (2) has been subject to the filing
requirements for at least the past 90 days.
Yes X No
Indicate the number of shares outstanding of each of the issuer's classes of
common stock, as of the latest practicable date.
Class Outstanding at March 31, 2000
- ------------ -----------------------------
Common stock 2,916,000
No par value
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TANGIBLEDATA, INC.
(A Development Stage Company)
BALANCE SHEET
March 31, December 31
2000 1999
(unaudited) (unaudited)
ASSETS:
TOTAL ASSETS $ 27 $ 196
====== =========
LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)
Current liabilities:
Accounts Payable-Officers 6,356 0
------ ---------
Total current liabilities $6,356 $ 0
Stockholder's equity (Deficit):
Common stock, no par value; authorized,
1,000,000,000 shares: Issued and
outstanding 2,916,667 shares at
March 31, 2000 and December 31, 1999:
Additional paid-in capital 694,537 694,537
Accumulated (deficit) during the
development stage (700,866) (694,341)
--------- ---------
Total Stockholders' equity 6,329 (196)
--------- ---------
TOTAL LIABILITIES & STOCKHOLDERS'
EQUITY $ 27 $ 196
========= =========
The accompanying notes are an integral part of the financial statements.
2
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TANGIBLEDATA, INC.
(A Development Stage Company)
STATEMENT OF OPERATIONS
(unaudited)
April 22, 1986
(Inception) thru
March 31, March 31, March 31,
2000 1999 2000
---------- ----------- ---------------
Revenue:
Net Sales $ - $ - $ 226,329
Commission Income - - 31,190
---------- ----------- ----------
TOTAL REVENUE - - 257,519
Cost of Sales - 169 216,751
---------- ----------- ----------
GROSS PROFIT - (169) 40,768
Expenses:
Professional Fees 5,000 - 300,785
Depreciation - - 17,257
Consulting - - 66,700
Travel & Promotion - - 28,479
Inventory Write-down - - 26,536
Office Expenses - - 42,185
Salaries - - 174,933
Miscellaneous Expenses 1,356 - 28,339
Payroll Taxes - - 6,685
---------- ----------- ----------
TOTAL EXPENSES 6,356 - 691,899
---------- ----------- ----------
Loss From Operations (6,356) (169) (651,131)
Other Income and (Expense):
Interest Expense - - (68,156)
Writeoff of Debt - - 18,535
Gain on Sale of Fixed Assets - - 3,943
Interest Income - - 2,299
---------- ----------- ----------
Total Other Income (Expense) - - (43,379)
---------- ----------- ----------
NET LOSS $ (6,356) $ (169) $ (694,510)
========== =========== ==========
Net Loss Per Common Stock $ - $ - $ (0.32)
========== =========== ==========
Weighted Average Number of
Common Shares Outstanding 2,916,667 70,000,000 2,196,667
========== =========== ==========
3
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TANGIBLEDATA, INC.
(A Development Stage Company)
STATEMENT OF CASH FLOWS
For the Three Months Ended March 31, 2000
(unaudited)
April 22, 1986
(Inception) thru
March 31, March 31, March 31,
2000 1999 2000
---------- ----------- -----------------
Cash Flows from Operating
Activities:
Net (Loss) Accumulated During
the Development Stage $ (6,356) $ (169) $(700,866)
Amortization and Depreciation - - 17,257
(Decrease) Increase in Accounts
Payable 6,356 (26,861) 6,356
(Decrease) Increase in Notes
Payable - (377,843) -
(Decrease) Increase in Accrued
Compensation - (112,000) 112,000
---------- ----------- ----------
Net Cash Flows Used by Operations - (516,873) (565,253)
Cash Flows from Investing
Activities:
Capital Expenditures - - (17,257)
---------- ----------- ----------
Net Cash Flow Used by Investing
Activities - - (17,257)
Cash Flows from Financing
Activities:
Proceeds from Notes Payable - 516,704 404,704
Proceeds from Sale of Stock - - 177,833
---------- ----------- ----------
Net Cash Flows Provided by
Financing Activities - 516,704 582,537
Net Increase (Decrease) in Cash - (169) 27
---------- ----------- ----------
Cash at Beginning of Period 27 196 -
---------- ----------- ----------
Cash at End of Period $ 27 $ 27 $ 27
========== =========== ==========
Interest Paid $ - $ - $ 47,102
Taxes Paid $ - $ - $ -
========== =========== ==========
4
<PAGE>
TANGIBLEDATA, INC.
(A Development Stage Company)
(unaudited)
NOTES TO FINANCIAL STATEMENTS
NOTE 1 - Organization and Summary of Significant Accounting Policies
Organization:
- ------------
The Company was incorporated on April 22, 1986 under the laws of the State of
Colorado for the principal purpose of engaging in the incorporation of men's
and ladies clothing and related products and accessories for wholesale
purchasers in the United State. The Company completed a public stock offering
in November 1986. Although the Company has commenced its principal business
operations, the revenues therefrom are not significant enough to warrant a
reclassification from the status of a Company in the development state.
The accompanying financial statements have been prepared on the going concern
basis, which contemplates the realization of assets and the satisfaction of
liabilities in the normal course of business. The Company's continuation as a
going concern is dependent on its ability to generate sufficient cash flow to
meet its obligations on a timely basis, to raise additional capital as may be
required, and ultimately to attain successful operations. The financial
statements do not include any adjustment that might result from the outcome of
this uncertainty.
The Company's fiscal year end is December 31.
Cash Equivalents:
- ----------------
For purposes of the statement of cash flows, the Corporation considers all
cash and other highly liquid investments with initial maturities of three
months or less to be cash equivalent.
Estimates:
- ---------
The preparation of financial statements in conformity with generally accepted
accounting principles requires management to make estimates and assumptions
that affect certain report amounts and disclosures. Accordingly, actual
results could differ from those estimates.
Net Loss Per Share:
- ------------------
Net loss per share is based on the weighted average number of common shares
and common share equivalents outstanding during the period.
5
<PAGE>
ITEM 2.
Management's Discussion and Analysis of Financial Condition and Results of
- --------------------------------------------------------------------------
Operations.
- ----------
Results of Operations for quarter ended March 31, 2000 compared to same period
- ------------------------------------------------------------------------------
in 1999.
- -------
As of March 31, 2000, the Company had no current business operations. The
Company has experienced operating expenses of $6,356 for the three month
period in 2000 and none for the same period in 1999. The revenues for the
period were none in 2000 or 1999. The Company recorded a loss for the period
in 2000 of ($6,356) and no profit or loss in 1999. While the Company is
seeking capital sources for investment; there is no assurance that sources can
be found.
Profit (Loss) per share for the 2000 first quarter was ($.002) per share,
as compared to of $.0 per share for the 1st quarter of 1999. Losses can be
expected to continue until a profitable business is achieved.
Liquidity and Capital Resources
- -------------------------------
The Company had nominal cash capital at the end of the period. The
Company will be forced to either borrow money or make private placements of
stock in order to fund any limited operations. No assurance exists as to the
ability to achieve loans or make private placements of stock.
PART II - OTHER INFORMATION
---------------------------
ITEM 1. LEGAL PROCEEDINGS
- ------ -----------------
None
ITEM 2. CHANGES IN SECURITIES
- ------ ---------------------
None
ITEM 3. DEFAULT UPON SENIOR SECURITIES
- ------ ------------------------------
None
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
- ------ ---------------------------------------------------
None
6
<PAGE>
ITEM 5. OTHER INFORMATION
- ------ -----------------
On April 20, 2000, the Company completed the acquisition of 100% of
the outstanding common stock of YGCD Assets, Inc., a Colorado corporation
("YGCD"), in exchange for approximately 12,113,489 shares of the Company's
Common Stock (approximately 96% of the shares now outstanding).
On April 20, 2000, the Company's shareholders approved an amendment to
the Company's Articles of Incorporation to change the name of the Company to
TangibleData, Inc. In addition, the shareholders approved an amendment to the
Company's Articles of Incorporation to limit directors' liability in certain
circumstances.
A summary of the transaction with YGCD Assets, Inc. is included in the
Company's Form 8-K dated April 20, 2000, which was filed on May 5, 2000.
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
- ------ --------------------------------
(a) Exhibits.
27 Financial Data Schedule Filed herewith electronically
(b) Reports on Form 8-K.
A report on Form 8-K was filed February 22, 2000.
A report on Form 8-K was filed March 2, 2000.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
TANGIBLEDATA, INC.
By:/s/ Blair Zykan
Date: May 16, 2000 Blair Zykan, President
7
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EXHIBIT INDEX
EXHIBIT METHOD OF FILING
- ------- ----------------
27. FINANCIAL DATA SCHEDULE Filed herewith electronically
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
This schedule contains summary financial information extracted from the
unaudited condensed balance sheets and unaudited condensed statements of
income found on pages 3 and 4 of the Company's Form 10-QSB for the year to
date, and is qualified in its entirety by reference to such financial
statements.
</LEGEND>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> DEC-31-2000
<PERIOD-END> MAR-31-2000
<CASH> 196
<SECURITIES> 0
<RECEIVABLES> 0
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 196
<PP&E> 0
<DEPRECIATION> 0
<TOTAL-ASSETS> 196
<CURRENT-LIABILITIES> 6,356
<BONDS> 0
0
0
<COMMON> 694,537
<OTHER-SE> (700,697)
<TOTAL-LIABILITY-AND-EQUITY> (6,160)
<SALES> 0
<TOTAL-REVENUES> 0
<CGS> 0
<TOTAL-COSTS> 0
<OTHER-EXPENSES> 6,356
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 0
<INCOME-PRETAX> (6,356)
<INCOME-TAX> 0
<INCOME-CONTINUING> (6,356)
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (6,356)
<EPS-BASIC> (.002)
<EPS-DILUTED> (.002)
</TABLE>
