2000-01-25 ~ 10-12G/A

[Franko10 ™]

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549


FORM 10-SB - 12g/A

Amendment No. 1

GENERAL FORM FOR REGISTRATION OF SECURITIES
OF SMALL BUSINESS ISSUERS UNDER SECTION 12(b) OR 12(g) OF
THE SECURITIES EXCHANGE ACT OF 1934



Cyber Mark International Corp.
(Exact Name of Small Business Issuer as Specified in Its Charter)


Delaware N/A
- ----------------------- ---------------------------
(State of Incorporation) (Issuer's
I.R.S. Employer I.D. Number)

95 West Beaver Creek, Units 8 and 9
Richmond Hill, Ontario, Canada L4B 1H4
- ------------------------------------ --------------------------
(Address of principal executive offices) (Zip Code)

[phone]
-----------------------------------------------
(Issuer's Telephone Number, Including Area Code)



Securities to be registered pursuant to Section 12(b) of the Act:
None



Securities to be registered pursuant to Section 12(g) of the Act:
Common Stock, $.0001 par value per share




<PAGE>

PART II

ITEM 4. RECENT SALES OF UNREGISTERED SECURITIES

The Company, on June 16, 1998, in connection with its formation and
reorganization as a holding company, issued 3,930,000 shares of common stock to
its founder in exchange for the outstanding stock of CM300, an Ontario
corporation, in which CM300 became a wholly owned subsidiary of the Company.
This transaction was exempt from registration under Section 4(2) of the
Securities Act of 1933, as amended ("Securities Act")

The Company, on June 16, 1998, sold 320,000 shares of common stock to a
then executive officer and director of the Company for $32.00, in a private
offering exempt from registration under Section 4(2) of the Securities Act.

The Company, on July 2, 1998, sold 1,330,000 shares of common stock to
two investors in an offering pursuant to Rule 504 of Regulation D, under the
Securities Act, at a price of $.375 per share.

The Company, on August 5, 1998, sold 100,000 shares of common stock to
a then executive officer of the Company for $10.00 in a private offering exempt
from registration under Section 4(2) of the Securities Act.

The Company, on August 16, 1998, exchanged 46,000 shares of common
stock for cancellation of an outstanding debt of $23,000 to a then executive
officer of the Company in a private offering exempt from registration under
Section 4(2) of the Securities Act.

The Company, on September 18, 1998, sold 186,000 shares of common stock
to 27 investors in an offering pursuant to Rule 504 of Regulation D, under the
Securities Act. Of these shares, 100,000 were sold at a price of $.50 per share,
25,000 were sold at a price of $.05 per share and 61,000 were sold at a price of
$1.125 per share.

The Company, on October 1, 1998, sold an aggregate of 152,300 shares of
common stock to seven investors in an offering pursuant to Rule 504 of
Regulation D, under the Securities Act. Of these shares, 150,000 were sold at a
price of $.50 per share and 2,300 shares were sold at a price of $1.125 per
share.

The Company, on March 10, 1999, sold 40,000 shares of common stock to
an investor in an offering pursuant to Rule 504 of Regulation D, under the
Securities Act, at a price of $.50 per share.

All the proceeds of the above offerings, unless otherwise indicated,
were used for general working capital purposes.

PART F/S

The unaudited financial statements of the Company for the nine months
ended September 30, 1998 and 1999 are included in this Amendment No. 1 to this
report beginning on page F-1.

[Franko10 ™]

CYBER MARK INTERNATIONAL CORP.

Consolidated Financial Statements

September 30, 1999 and 1998

Cyber Mark International Corp.
Consolidated Balance Sheet
As at September 30, 1999 and 1998
(Unaudited)
- ------------------------------------------------------------------------------



<TABLE>

ASSETS 1999 1998

<S> <C> <C>
Current
Cash and cash equivalents $ - $ 243,506
Investment tax credits receivable 234,437 180,189
Accounts receivable 4,793 25,131
Inventory 93,189 116,908
Prepaid expenses 37,231 7,567
------------ -------------

Total current assets 369,650 573,301

Property and equipment 161,961 166,374
------------ -------------

Total assets $ 531,611 $ 739,675
============ =============


LIABILITIES AND STOCKHOLDERS' EQUITY

Current
Bank indebtedness $ 8,057 $ -
Accounts payable and accrued liabilities 135,294 54,094
Long-term debt - current portion 76,354 109,237
------------ -------------

Total current liabilities 219,705 163,331
Long-term debt 79,831 162,609
Advances from shareholder 62,498 116,337
------------ -------------

Total liabilities 362,034 442,277
------------ -------------


SHAREHOLDERS' EQUITY

Preferred stock, $.001 par value; Authorized 0 0
500,000 shares, none issued or outstanding
Common stock, $.0001 par value; Authorized
10,000,000 shares; issued and outstanding
6,104,300 and 5,962,000 respectively 310 203
Additional paid in capital 739,944 552,468
Cumulative translation adjustment (17,364) -
Deficit (553,313) (255,273)
------------ -------------

Total stockholders' equity 169,577 297,398
------------ -------------

Total liabilities and stockholders' equity $ 531,611 $ 739,675
============== =============
</TABLE>





The accompanying notes are an integral part of these consolidated financial
statements

[Franko10 ™]

Cyber Mark International Corp.
Consolidated Statements of Operations and Deficit
For the Nine Months Ended September 30, 1999
(Unaudited)
- --------------------------------------------------------------------------------



<TABLE>
1999 1998
<S> <C> <C>
Revenue
Sales $ 214,629 $ 263,183
Other 154,578 12,111
-------------- --------------

369,207 275,294
Cost of sales 137,797 156,128
-------------- --------------

Gross profit 231,410 119,166
-------------- --------------

Expenses
Wages and benefits 108,416 69,248
Marketing 59,370 19,321
Rent and occupancy 43,649 30,489
Office and general 39,529 24,491
Professional fees 28,719 28,369
Research and development 27,859 189,687
Interest 20,434 32,271
Insurance 13,299 4,983
Telephone 7,308 9,324
Travel and entertainment 6,950 8,220
Consulting fees 6,838 3,000
Automobile 3,527 4,960
Bad debts 2,938 14,587
Trade shows and events 1,462 23,704
Amortization 27,973 35,830
-------------- --------------

398,271 498,484
-------------- --------------

Net loss $ (166,861) $ (379,318)
============== ==============

Loss per share $ (0.03) $ (0.06)
============== ==============
</TABLE>



The accompanying notes are an integral part of these consolidated financial
statements

Cyber Mark International Corp.
Consolidated Statements of Cash Flows
For the Nine Months Ended September 30, 1999
(Unaudited)
- -------------------------------------------------------------------------------

<TABLE>

1999 1998

<S> <C> <C>
Cash flows from operating activities
Net loss $ (166,861) $ (379,318)
Adjustments to reconcile net loss to
net cash used by operating activities
Amortization 27,973 35,830
Changes in assets and liabilities
Investment tax credits receivable 17,964 33,117
Accounts receivable 6,654 (13,126)
Inventory (5,616) (9,583)
Prepaid expenses (16,352) (828)
Accounts payable and accrued liabilities 66,729 (2,142)
-------------- --------------

Net cash used by operating activities (69,509) (336,050)
-------------- --------------

Cash flows from investing activities
Purchase of property and equipment (8,246) (2,142)
-------------- --------------

Net cash used by investing activities (8,246) (2,142)
-------------- --------------

Cash flows from financing activities
Issuance of capital stock - 552,246
Long-term debt (25,083) (18,358)
Advances from shareholder (4,839) 21,333
Bank indebtedness 8,057 -
-------------- --------------

Net cash provided by financing activities (21,865) 555,221
-------------- --------------

Effect of exchange rate changes on cash (7,245) 26,477
-------------- --------------

Increase (decrease) in cash and cash equivalents (106,865) 243,506
Cash and cash equivalents, beginning of period 106,865 -
-------------- --------------

Cash and cash equivalents, end of period $ - $ 243,506
============== ==============

</TABLE>



The accompanying notes are an integral part of these consolidated financial
statements

Cyber Mark International Corp.
Notes to Consolidated Financial Statements
For the Nine Months Ended September 30, 1999
(Unaudited)
- --------------------------------------------------------------------------------




1. The financial information included herein is unaudited; however, such
information reflects all adjustments, consisting solely of normal recurring
adjustments which are, in the opinion of management, necessary for a fair
presentation of the periods indicated. Certain information and footnote
disclosures normally included in financial statements prepared in
conformity with generally accepted accounting principles have been
condensed or omitted pursuant to the rules and regulations of the
Securities and Exchange Commission. These condensed financial statements
should be read in conjunction with the consolidated financial statements
and related notes contained in the Company's Annual Report for the twelve
months ended December 31, 1998.

The following is a summary of the significant accounting policies followed
by the Company:

Basis of Presentation

The accompanying consolidated financial statements include the accounts of
the company and its wholly-owned subsidiary. All significant intercompany
transactions and balances have been eliminated in consolidation.

Cash and cash equivalents

The company considers all highly liquid investments with a maturity of
three months or less from time of purchase to be cash equivalents.

Inventory

Inventory is valued at lower of cost or market. Cost is determined on the
first-in-first-out basis.

Property and equipment

Property and equipment are stated at cost. Depreciation is provided on a
straight-line basis over the estimated useful life of the assets, usually
five years. For leasehold improvements, depreciation is provided on
straight-line basis over five years.

Estimates

The preparation of financial statements in conformity with generally
accepted accounting principles requires management to make estimates and
assumptions that affect the reported amounts of assets and liabilities and
disclosure of contingent assets and liabilities as of the date of the
financial statements and the reported amounts of revenues and expenses
during the reporting periods. Actual results could differ from those
estimates and assumptions.

Financial instruments

The company considers the fair value of all financial instruments to be not
materially different from their carrying value at year end.

Translation of foreign currencies

The company uses the local currency as the functional currency and
translates all assets and liabilities at year-end exchange rates, all
income and expense accounts at average rates and records adjustments
resulting from the translation in a separate component of common
shareholders' equity.

Cyber Mark International Corp.
Notes to Consolidated Financial Statements
For the Nine Months Ended September 30, 1999
(Unaudited)
- --------------------------------------------------------------------------------




Loss per common share

Loss per common share is based on the weighted average number of common
shares outstanding during each period.




F-6

<PAGE>



SIGNATURES


Pursuant to the requirements of Section 12 of the Securities Exchange
Act of 1934, the registrant has duly caused this Amendment No. 1 to the Report
on Form 10-SB to be signed on its behalf by the undersigned, thereunto duly
authorized on the 25th day of January, 2000.


CYBER MARK INTERNATIONAL CORP.

/S/ SAMUEL SINGAL
----------------------------
SAMUEL SINGAL
President and
Chief Operating Officer