UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
Form 10-Q
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934
For the quarterly period ended October 31, 2000
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934
For the transition period from _______ to_________
Commission File Number 33-26692
SPIDERBOY INTERNATIONAL, INC.
(Exact name of registrant as specified in its charter)
MINNESOTA 41-0825298
--------- ----------
(State or other jurisdiction of (IRS Employer Identification No.)
incorporation or organization)
13348 Highland Chase Place, Fort Myers, FL 33913
------------------------------------------------
(Address of principal executive offices)
(941) 470-9662
--------------
(Registrant's telephone number, including area code)
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 such filing
requirements for the past 90 days.
Yes ___ No _X_
36,683,921 Common Shares were outstanding as of October 31, 2000
<PAGE>
SPIDERBOY INTERNATIONAL, INC.
I N D E X
Page
----
PART I. FINANCIAL INFORMATION
Item 1. Financial Statements (Unaudited)
Condensed Balance Sheets 1
Statements of Operations 2
Statements of Stockholders' Equity 3
Statements of Cash Flows 4
Item 2. Management's Discussion and Analysis of Financial
Condition and Results of Operations 5
PART II. OTHER INFORMATION 5
<PAGE>
SPIDERBOY INTERNATIONAL, INC.
(A Development Stage Company)
CONSOLIDATED BALANCE SHEETS
(UNAUDITED)
October 31, April 30,
2000 2000
--------- ---------
ASSETS
------
Current assets:
Cash $ 1,364 $ 2,000
--------- ---------
Other assets:
Purchased domain names and technology
rights, net of accumulated
amortization of $6,000 34,000 --
--------- ---------
Total other assets 34,000 --
--------- ---------
Total assets $ 35,364 $ 2,000
========= =========
LIABILITIES AND STOCKHOLDERS' EQUITY
------------------------------------
Current liabilities:
Accounts payable $ 2,677 $ 27,963
Accrued income taxes 2,919 2,919
Note payable - related party 8,000 --
--------- ---------
Total current liabilities 13,596 30,882
--------- ---------
Stockholders' equity:
Preferred stock, undesignated par value;
5,000,000 shares authorized; none issued
and outstanding -- --
Common stock, no par value; 50,000,000
shares authorized; issued and outstanding
shares 36,683,920 and 35,425,920,
respectively 562,555 448,383
Accumulated deficit (477,265) (477,265)
Deficit accumulated during development stage (63,522) --
--------- ---------
Total stockholders' equity 21,768 28,882
--------- ---------
Total liabilities and
stockholders' equity $ 35,364 $ 2,000
========= =========
See Notes to Financial Statements.
1
<PAGE>
SPIDERBOY INTERNATIONAL, INC.
(A Development Stage Company)
CONSOLIDATED STATEMENTS OF OPERATIONS
(UNAUDITED)
<TABLE>
<CAPTION>
Three Months Ended Six Months Ended Reentrace Into
October 31, October 31, Development Stage
------------------------------- ------------------------------- (November 19, 1999)
2000 1999 2000 1999 to October 31, 2000
------------ ------------ ------------ ------------ -------------------
<S> <C> <C> <C> <C> <C>
Revenues $ 2,048 $ -- $ 2,048 $ -- $ 2,048
------------ ------------ ------------ ------------ ------------
Expense:
Advertising 1,964 -- 1,964 -- 1,964
Amortization 2,000 -- 6,197 -- 6,197
Bank service charges 12 -- 30 -- 30
Domain name registration costs 4,674 -- 22,454 -- 22,454
Postage and delivery 207 -- 254 -- 254
Office expenses 52 -- 52 -- 52
Printing and reproduction 141 -- 299 -- 299
Professional and
consulting fees 11,976 -- 19,814 -- 25,964
Shareholder expenses 4,782 -- 4,296 -- 5,856
Telephone 845 -- 1,049 -- 1,049
Travel and entertainment 1,451 -- 1,451 -- 1,451
------------ ------------ ------------ ------------ ------------
Total expense 28,104 -- 57,860 -- 65,570
------------ ------------ ------------ ------------ ------------
Net loss before income taxes (26,056) -- (55,812) -- (63,522)
Income taxes -- -- -- -- --
------------ ------------ ------------ ------------ ------------
Net loss (26,056) -- (55,812) -- (63,522)
Other comprehensive income -- -- -- -- --
------------ ------------ ------------ ------------ ------------
Comprehensive income (loss) $ (26,056) $ -- $ (55,812) $ -- $ (63,522)
============ ============ ============ ============ ============
Basic earnings (loss) per share $ -- $ -- $ -- $ -- $ --
============ ============ ============ ============ ============
Weighted average number of
shares outstanding 35,672,050 35,425,920 35,491,576 19,562,906 35,491,076
============ ============ ============ ============ ============
</TABLE>
See Notes to Financial Statements.
2
<PAGE>
SPIDERBOY INTERNATIONAL, INC.
(A Development Stage Company)
CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY
(UNAUDITED)
<TABLE>
<CAPTION>
Deficit
Accumulated
Preferred Stock Common Stock During
------------------------- --------------------- Accumulated Development
Shares Amount Shares Amount Deficit Stage Total
---------- ---------- ---------- ---------- ---------- ---------- ----------
<S> <C> <C> <C> <C> <C> <C> <C>
BALANCES, April 30, 1999 -- $ -- 5,425,920 $ 437,415 $ (473,206) $ -- $ (35,791)
Issuance of common stock
at $.0001 per share -- -- 30,000,000 3,000 -- -- 3,000
Additional equity
contributions to cover
administrative expenses
and settle liabilities -- -- -- 7,968 -- -- 7,968
Fiscal year 2000 -- -- -- -- (4,059) -- (4,059)
---------- ---------- ---------- ---------- ---------- ---------- ----------
BALANCES, April 30, 2000 -- -- 35,425,920 448,383 (477,265) -- (28,882)
Issuance of shares in
settlement of debt -- -- 100,000 100 -- -- 100
Issuance of shares as part
of merger -- -- 1,158,000 73,000 -- (7,710) 65,290
Additional equity contribution
to cover administrative
expenses and settle
liabilities -- -- -- 41,072 -- -- 41,072
Fiscal year 2001 year-to-date -- -- -- -- -- (52,812) (55,812)
---------- ---------- ---------- ---------- ---------- ---------- ----------
BALANCES, OCTOBER 31, 2000 -- $ -- 36,683,920 $ 562,555 $ (477,265) $ (63,522) $ 21,768
========== ========== ========== ========== ========== ========== ==========
</TABLE>
See Notes to Financial Statements.
3
<PAGE>
SPIDERBOY INTERNATIONAL, INC.
(A Development Stage Company)
CONSOLIDATED STATEMENTS OF CASH FLOWS
(UNAUDITED)
Increase (Decrease) in Cash
<TABLE>
<CAPTION>
Three Months Ended Six Months Ended Reentrace Into
October 31, October 31, Development Stage
--------------------- --------------------- (November 19, 1999)
2000 1999 2000 1999 to October 31, 2000
--------- ------- --------- ------- -------------------
<S> <C> <C> <C> <C> <C>
Cash flows from operating activities:
Net loss $ (26,056) $ -- $ (55,812) $ -- $ (63,522)
Adjustments to reconcile net loss
to cash flows from operating
activities:
Amortization 2,000 -- 6,197 -- 6,197
Accounts payable and
accrued expenses (1,936) -- (5,192) -- (23,383)
--------- ------- --------- ------- ---------
Net cash flows from operating activities (25,992) -- (54,807) -- (80,708)
--------- ------- --------- ------- ---------
Cash flows from investing activities -- -- -- -- --
--------- ------- --------- ------- ---------
Cash flows from financing activities:
Proceeds from common stock 15,694 -- 71,171 -- 114,072
Principal reductions on note
payable - related party (6,500) -- (17,000) -- (32,000)
--------- ------- --------- ------- ---------
Net cash flows from financing activities 9,194 -- 54,171 -- 82,072
--------- ------- --------- ------- ---------
Increase in cash (16,798) -- (636) -- 1,364
Cash - beginning of period 18,162 -- 2,000 -- --
--------- ------- --------- ------- ---------
Cash - end of period $ 1,364 $ -- $ 1,364 $ -- $ 1,364
========= ======= ========= ======= =========
Supplemental information:
Interest paid $ -- $ -- $ -- $ -- $ --
========= ======= ========= ======= =========
Income taxes paid $ -- $ -- $ -- $ -- $ --
========= ======= ========= ======= =========
</TABLE>
Summary of non cash activity:
In February 2000 the Company purchased domain names and technology rights
from a related party through incurrence of a $40,000 note payable.
On October 13, 2000, the Company acquired all of the outstanding shares of
Spiderboy.com, Inc. through the conveyance of 29,438,000, including
1,158,000 newly issued shares, of the Company's common stock.
See Notes to Financial Statements.
4
<PAGE>
SPIDERBOY INTERNATIONAL, INC.
NOTES TO CONDENSED FINANCIAL STATEMENTS
(Unaudited)
Note 1. Condensed Financial Statements:
The condensed balance sheet as of October 31, 2000, the statement of
operations for the three-month periods ended October 31, 2000, and the
condensed statement of cash flows for the three-month periods then
ended have been prepared by the Company, without audit. In the opinion
of management, all adjustments (which include only normal recurring
adjustments) necessary to present fairly the financial position,
results of operations and changes in cash flows at October 31, 2000 and
for all periods presented have been made.
Certain information and footnote disclosures normally included in
financial statements prepared in accordance with generally accepted
accounting principles have been condensed or omitted. It is suggested
that these condensed financial statements be read in conjunction with
the financial statements and notes thereto included in the Company's
April 30, 2000 audited financial statements. The results of operations
for the period ended October 31, 2000 are not necessarily indicative of
the operating results for the full year.
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS
Company
The goal of the Company is to create "Spiderboy"s Web" and "Spiderboy"s
Information Superhighway" (www.spiderboy.com), providing an organized system of
internal portals linked first geographically and then categorically by content.
This system will become much like an information highway with exists and stops
for every country and for most major cities in each country. A user should be
able to find approximately 90% of the information that he or she would normally
access on the worldwide web, without tedious searches and without the
possibility of inadvertently accessing pornographic websites. The access time
should be efficient, and once within "Spiderboy"s Web" and on "Spiderboy"s
Information Superhighway", a user has virtually no reason to leave until
completion of his tasks.
"Spiderboy"s Web" will link geographical locations and content by Continents,
Countries, Counties and Cities. The locations will be further organized into
government, community organizations, hospitals, schools, clubs, etc. and, of
course, commercial endeavors. These many portals will be linked to one another
within "Spiderboy"s Web", which will all be interlinked to feed traffic to other
sites within the "Spiderboy"s Web". One needs only to "point and click" to the
geographical location anywhere within the world or the U.S. in which the
information should reside to find practically anything that he or she needs on
the worldwide web.
At October 31, 2000 the Company owned over 400 domain names for incorporation
into "Spiderboy"s Web" and "Spiderboy"s Information Superhighway".
Domain "Squatting"
Domain "squatting" is the process of registering domain names in the name of
well known individuals or entities with the hope of selling these domain names
back to the individual or entity. Recent court rulings and standards being
implemented and enforced by Internet regulatory bodies have found this process
to be inappropriate. Many recent cases have required transference of the domain
name to the well known individual or entity at little, if any, consideration.
5
<PAGE>
The Company does not feel its registered domain names could be construed as
domain "squatting". The Company"s registered domain names are being incorporated
into "Spiderboy"s Web" and "Spiderboy"s Information Superhighway". The Company
is offering to link these registered domain names to existing sites for these
geographical or business entities. In addition, the Company is offering to
assist with development of these sites for the geographical or business
entities.
Since some of these registered domain names incorporate well known and/or
trademarked names it is at least reasonably possible that a claim of domain
"squatting" be brought against the Company. If such a claim was brought the
Company feels its exposure would be limited to forfeiture of that name.
Management does not feel such a forfeiture would materially impact the Company"s
operations.
Development Stage Company
The Company is deemed to be in the development stage. To date the Company has
devoted the majority of its efforts to: raising capital; registration and/or
acquisition of domain names and annual registration to protect these domain
names; search engine and web site development; and researching and articulating
the plan of operations for the purpose of introducing Spiderboy.com and
thereafter for providing information services via the Internet. Planned
principal operations have not yet commenced and the first principal revenues are
not anticipated until 2001.
Management feels that it can complete development of "Spiderboy"s Web" and
"Spiderboy"s Information Superhighway" (see Note 1: Company) and generate
sufficient site traffic that the Company can generate sufficient revenues to
achieve profitable operations and thereby realize assets and settle obligations
in the normal course of operations. No estimate can be made of the range of loss
that is reasonably possible should the Company be unsuccessful.
The Company has devoted all of its efforts in the past three months to
its business plan. There was income in quarter ended October 31, 2000 of $2,048.
There were expenses of $28,104, for a net loss in the quarter ended October 31,
2000 of $26,056.
PART II. OTHER INFORMATION
Item 1. Legal Proceedings
None
Item 6. Exhibits and Reports on Form 8-K
(b) There was an 8-K filed on October 26, 2000 relating to a merger.
SIGNATURE
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.
SPIDERBOY INTERNATIONAL, INC.
Date December 19, 2000 By /s/ Mark M. Pardo
Mark M. Pardo
6
