U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-QSB
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended September 30, 2000
Commission File Number: 33-7075-LA
TangibleData, Inc.
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(Exact name of small business issuer as specified in its charter)
Colorado 33-0179781
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(State of other jurisdiction of (IRS Employer Identification No.)
incorporation or organization)
5660 Airport Boulevard, Suite 105, Boulder, Colorado 80301
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(Address of principal executive offices including zip code)
(303) 417-0441
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(Issuer's telephone number)
Check whether the issuer (1) filed all reports required to be filed by Section
13 or 15(d) of the Exchange Act 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 such filing requirements for the past 90 days.
Yes X No___
As of November 13, 2000, the Registrant had 12,631,673 shares of its no par
value common stock outstanding.
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TangibleData, Inc.
(A Development Stage Enterprise)
Form 10-QSB Quarterly Report
Table of Contents
Part I - Financial Statements Page
Item 1 - Financial Statements
Balance Sheet as of September 30, 2000 ....................... 3
Statements of Operations for the three months and six
months ended September 30, 2000, and from inception
to September 30, 2000......................................... 4
Statements of Cash Flows for the six months ended
September 30, 2000, and from inception to September 30,
2000 ......................................................... 5
Notes to Consolidated Condensed Financial Statements ......... 6
Item 2 - Management's Discussion and Analysis and Results
of Operations ......................................... 7
Part II - Other Information .................................... 8
Signatures ..................................................... 9
2
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TangibleData, Inc.
(A Development Stage Company)
BALANCE SHEET
(UNAUDITED)
As Of
September 30, 2000
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ASSETS
Current Assets:
Cash $ 248,000
Certificates of deposit 103,000
Receivables - related party 21,000
Other receivables 10,000
Inventory 8,000
Prepaids 10,000
-----------
Total current assets 400,000
Property and Equipment, net of 9,000 accumulated
depreciation 176,000
Other Assets 16,000
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Total Assets $ 592,000
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LIABILITIES AND STOCKHOLDERS' EQUITY
Current Liabilities:
Accounts payable $ 14,000
Note payable - related party 39,000
Note payable 10,000
Current portion of capital leases 8,000
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Total current liabilities 71,000
Long-term Capital Leases, net of current portion 16,000
Stockholders' Equity:
Common Stock, no par value; 50,000,000
shares authorized and 12,631,673 shares
issued and outstanding at September 30, 2000 9,831,000
Deficit accumulated during development stage (9,326,000)
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Total stockholders' equity 505,000
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Total Liabilities and Stockholders' Equity $ 592,000
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See accompanying notes to these financial statements.
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TangibleData, Inc.
(A Development Stage Company)
STATEMENTS OF OPERATIONS
(UNAUDITED)
Three Months Six Months
Ending Ending Inception
September 30 September 30 to Date
2000 2000
----------- ----------- ----------
Net Revenues $ 4,000 $ 4,000 $ 4,000
Operating Expenses:
Research and development
costs 304,000 516,000 679,000
Acquisition costs - 175,000 200,000
Other operating costs 277,000 537,000 8,476,000
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Total operating expenses 581,000 1,228,000 9,355,000
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Loss From Operations (577,000) (1,224,000) (9,349,000)
Interest Income, net 8,000 25,000 25,000
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Net Loss $ (569,000) $(1,199,000) $(9,326,000)
=========== =========== ===========
Basic and Diluted Loss
Per Share (.05) (.10)
Weighted Average Shares
Outstanding 12,631,673 12,489,136
========== ==========
See accompanying notes to these financial statements.
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TangibleData, Inc.
(A Development Stage Company)
STATEMENTS OF CASH FLOWS
(UNAUDITED)
For the
Six Months
Ended Inception
September 30, 2000 to Date
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Cash Flows from Operating Activities:
Net loss $(1,199,000) $(9,326,000)
Adjustments to reconcile net loss to
cash used in operating activities:
Depreciation expense 9,000 9,000
Expenses paid with stock - 7,855,000
Expenses paid with note - 125,000
Changes in operating assets and liabilities:
Accounts receivable - related party (21,000) (21,000)
Other receivables (18,000) (18,000)
Prepaids (10,000) (10,000)
Other assets (16,000) (154,000)
Accounts payable (271,000) 14,000
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Net cash used in operating activities (1,526,000) (1,526,000)
Cash Flows from Investing Activities:
Invest in certificates of deposits (103,000) (103,000)
Purchase property and equipment (161,000) (161,000)
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Net cash used in investing activities (264,000) (264,000)
Cash Flows from Financing Activities:
Repayment of related party note (86,000) (86,000)
Repayment of note (2,000) (2,000)
Borrowings on Notes 12,000 12,000
Proceeds from stock sales, net 2,114,000 2,114,000
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Net cash provided by financing activities 2,038,000 2,038,000
Increase (Decrease) in Cash 248,000 248,000
Cash, Beginning of period - -
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Cash, September 30, 2000 $ 248,000 $ 248,000
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See accompanying notes to these financial statements.
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TangibleData, Inc.
(A Development Stage Company)
NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS
(unaudited)
Note 1 - Basis of Presentation:
The accompanying unaudited condensed financial statements have been prepared
in accordance with generally accepted accounting principles for interim
financial information. They do not include all information and notes required
by generally accepted accounting principles for complete financial statements.
However, except as disclosed herein, there has been no material change in the
information disclosed in the notes to the financial statements included in our
amended 8-K for the period ended March 31, 1999. In our opinion, all
adjustments (consisting of normal recurring accruals) considered necessary for
a fair presentation have been included. Operating results for the periods
presented are not necessarily indicative of the results that may be expected
for the full year.
The accounting policies we followed are set forth in Note 1 to our financial
statements included in our amended 8-K for the period ended March 31, 1999.
These financial statements should be read in conjunction with the financial
statements and notes included in the amended 8-K.
Note 2- Stockholders Equity
YGCD Assets, Inc. was incorporated in January 2000 in the State of Colorado.
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ITEM 2
MANAGEMENT'S DISCUSSION & ANALYSIS OF FINANCIAL CONDITIONS AND RESULTS OF
OPERATIONS
The forward-looking statements included in Management's Discussion and
Analysis of Financial Condition and Results of Operations, which reflect
management's best judgment based on factors currently known, involve risks and
uncertainties. Our actual results may differ significantly from the results
discussed in the forward-looking statements. You should not regard their
inclusion as a representation by us that the objectives or plans will be
achieved. Factors that might cause such a difference include, but are not
limited to, competitive, technological, financial and business challenges
making it more difficult than expected to sell products and services. We may
be unable to hire and retain our key sales, technical and management
personnel; there may be other material adverse changes in the Internet
industry or in our operations or business, and any or all of these factors may
affect our ability to achieve our projected sales growth. Forward-looking
information provided by TangibleData pursuant to the safe harbor established
by recent securities legislation should be evaluated in the context of these
factors.
OVERVIEW
In the fiscal quarter ended September 30, 2000, the Company was primarily
engaged in the development of a digital information publishing, archiving and
distribution business. The Company is developing technology enabling a user
to bring digital data to a web-integrated fulfillment center where they can
access on-demand manufacturing and distribution via CDS and other media.
During the quarter ended September 30, 2000, the Company produced initial
sales and was exclusively engaged in hiring personnel, acquiring equipment,
and establishing a base of operations and facility to duplicate and distribute
CDs containing customized information as desired by potential customers of the
Company. The Company is a development stage enterprise. Since YGCD Assets was
just incorporated in January 2000, there is no comparable financial
information for 1999.
RESULTS OF OPERATIONS
Since the Company was in the start-up phase of its business during the
three and six months ended September 30, 2000, there were no significant sales
or revenue during the period.
During the three and six months ended September 30, 2000, the Company
incurred $304,000 and $516,000 of research and development costs related to
developing its technology.
Acquisition and other operating costs for the three and six months ended
September 30, 2000, totaled $277,000 and $712,000 respectively. The largest
component of this item was salaries and recruiting fees of $126,000 and
$269,000, respectively. The Company also incurred legal and accounting fees
for the three and six months ended September 30, 2000 of $16,000 and $34,000
respectively, much of which was related to the reverse acquisition transaction
and preparing the necessary SEC filings. During the three months ended
September 30, 2000, the Company incurred no acquisition costs, but did incur
$175,000 in the first quarter of fiscal 2001.
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LIQUIDITY AND CAPITAL RESOURCES
The Company's working capital was $329,000 at September 30, 2000. The
decrease in working capital during the three months ended September 30, 2000,
was primarily due to the costs of hiring personnel, acquiring equipment and
conducting research and development.
During the six months ended September 30, 2000, cash used in operating
activities was $(1,526,000). The primary reason for the large increase in
cash used in operating activities was the net loss of $(1,199,000).
Cash used in investing activities during the six months ended September
30, 2000, was $(264,000). During the six months ended September 30, 2000, the
Company paid $161,000 for equipment.
Cash provided by financing activities during the six months ended
September 30, 2000, was $2,038,000. The Company received $2,114,000 in net
proceeds from the sale of common stock in the three months ended September 30,
2000.
The Company is seeking additional funding for general working capital of
up to $3,000,000, and has received approximately $500,000 after September
30,2000 but before the date of filing of this report. There can be no
assurance that such level of funding will be obtained. If not, the Company's
business will be adversely affected.
PART II - OTHER INFORMATION
ITEM 1 - Legal Proceedings.
None.
ITEM 2 - Changes in Securities and Use of Proceeds.
None.
ITEM 3 - Defaults on Senior Securities.
None.
ITEM 4 - Submission of Matters to a Vote of Security Holders.
None.
ITEM 5 - Other Information.
None.
ITEM 6 - Exhibits and Reports on Form 8-K.
(a) Exhibits.
27 Financial Data Schedule Filed herewith electronically
(b) Reports on Form 8-K.
None.
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SIGNATURES
Pursuant to the requirements of the Securities and 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.
Dated: November 13, 2000 By:/s/ Blair Zykan
Blair Zykan, President
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