Post by Franko10 ™ on Sept 24, 2005 12:22:32 GMT -5
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549
FORM 10-KSB
(Mark One)
[ X ] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the fiscal year ended December 31, 1999
---------------------------
[ ] 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 0-26919
---------
CYBER MARK INTERNATIONAL CORP.
-----------------------------------
(Name of Small Business Issuer in Its Charter)
Delaware N/A
- - ------------------------------- -----------------------------------
(State or Other Jurisdiction of (I.R.S. Employer Identification No.)
Incorporation or Organization)
359 Enford Road, Unit 1
Richmond Hill, Ontario, Canada L4C 3G2
- - --------------------------------------- ---------------------
(Address of Principal Executive Offices) (Zip Code)
Issuer's telephone number: (905) 770-4602
---------------
Securities registered pursuant to Section 12(b) of the Act: None
Securities registered pursuant to Section 12(g) of the Act: Common Stock, par
value $.0001 per share
Check whether the issuer (1) filed all reports required to be filed by
Section 13 or 15(d) of the Exchange Act during the past 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___
Check if there is no disclosure of delinquent filers in response to Item
405 of Regulation S-B is not contained in this form, and no disclosure will be
contained, to the best of registrant's knowledge, in definitive proxy or
information statements incorporated by reference in Part III of this Form 10-KSB
or any amendment to this Form 10-KSB. [X]
State issuer's revenues for its most recent fiscal year: $241,849
There were no sales of the issuers Common Stock to determine the value of
the shares held by non-affiliates of the issuer. At March 31, 2000, 6,104,300
shares of issuer's Common Stock were outstanding.
CYBER MARK INTERNATIONAL CORP.
1999 FORM 10-KSB ANNUAL REPORT
TABLE OF CONTENTS
SECTION PAGE NO.
PART I
Item 1. Business 3
Item 2. Properties 6
Item 3 Legal Proceedings 6
Item 4. Submission of Matters to a Vote of Security
Holders 6
PART II
Item 5. Market for Registrant's Common Equity and
Related Stockholder Matters 6
Item 6. Management's Discussion and Analysis of Financial
Condition and Results of Operation 7
Item 7. Financial Statements and Supplementary Data 10
Item 8. Changes in and Disagreements with Accountants
on Accounting and Financial Disclosure 11
PART III
Item 9. Directors and Executive Officers of the Registrant 11
Item 10. Executive Compensation 12
Item 11. Security Ownership of Certain Beneficial Owners
and Management 12
Item 12. Certain Relationships and Related Transactions 13
PART IV
Item 13. Exhibits, Financial Statement Schedules and
Reports on Form 8-K 13
PART I
ITEM 1. DESCRIPTION OF BUSINESS.
General
We manufacture virtual reality equipment and develop games for use with our
equipment through our wholly owned subsidiary, The CM300 Corporation. The two
main products that we currently manufacture and sell are the Cobra Immersive
Virtual Reality System which includes up to six different games and the Virtual
Speedway 300. Uniquely, we design and assemble the hardware, create the games
for use with our hardware, write the software for the operation of our hardware
and games and offer remote technical support.
Virtual reality is an emerging technology which attempts to fully immerse
the user in an interactive computer generated environment. The participant in a
virtual reality experience interacts with the system through a series of
sophisticated sensors which are both input and output devices. Input devices
include data gloves which track hand positions and configurations and body suits
which sense the entire orientation of the virtual reality participant. Output
devices include complex head mounted displays and surround-sound audio systems.
The result is an illusion to the participant that he is surrounded by
three-dimensional computer generated objects.
From its initial beginnings merely thirty years ago, virtual reality is
evolving into many applications including those in the fields of industry,
architecture, medicine, science and entertainment. We believe that virtual
reality technology is developing in a manner similar to the personal computer
where it was initially thought there were limited applications and its purpose
was limited to specific tasks. Although entertainment promises the most
potential, we believe that many other uses will be developed as the technology
is refined and more readily available at commercially competitive prices.
Corporate History
We were incorporated under the laws of the State of Delaware on June 9,
1998 to serve as a holding company for CM300. CM300 was incorporated under the
laws of the Province of Ontario on January, 1996 and became our wholly-owned
subsidiary on the same day that we were incorporated.
Products and Services
Our principal products are the Cobra System and the related six games and
the Virtual Speedway.
Cobra System
The Cobra System is an immersive virtual reality system generated by
computer. We have developed a second generation system that we are currently
marketing. The Cobra System pod incorporates a cross platform capability which
allows it to use PC based games adapted from systems such as Nintendo 64, Sony
and Sega. The pod uses 18 1/2 square feet of space and weighs about 150 pounds.
It is constructed from modular parts making it portable and easily repairable.
The pod is designed with built in instructional videos and token, card, coin or
bill verification to reduce the need for dedicated operational personnel for
each or a limited number of pods as is the case with many competing products. We
have been selling the Cobra System and its earlier versions since 1996, and the
current average selling price of a Cobra System is approximately $11,000
The six games currently available for use with the Cobra System are:
o Tresspasser
o Heavy Gear II
o Soldier of Fortune
o Quake II;
o Decent Free Space Battle Pack; and
o Unreal Tournament.
The above are all new games developed in 1998 - 1999.
Because maintaining and expanding the variety of games available for use in
this type of entertainment equipment is essential to their continued appeal, we
devote substantial resources to developing various game applications. It is
anticipated that we will develop additional games and new versions of old games
for use with the Cobra System as demand and sales increase.
Virtual Speedway
The Virtual Speedway is a real time virtual reality (as opposed to computer
generated) system based on miniature models and motion video. To achieve a true
sense of motion and involvement, a virtual race, the Virtual Speedway uses a
miniature race track measuring 40 by 20 feet. Up to six race cars, built to
scale, are equipped with miniature television cameras and transmitters to
replicate the kind of television coverage in use at race tracks. Next to the
track, there are six control consoles equipped with a steering wheel,
accelerator and reverse pedals and a head mounted device with reception
capability and optics. The player's view, from the car mounted camera,
"literally" places the participant inside the car as they race around the track.
The Virtual Speedway is fully developed and was commercially available for the
first time in November 1997. The current average selling price of a Virtual
Speedway system is approximately $120,000.
We are in the process of developing a remote system to be used with the
Virtual Speedway. The planned remote system, as yet untested in real-time
situations, will enable players to race against each other from remote, off-site
locations. The tracks, cars and computer will be situated in one central
location. Up to 24 control consoles (play stations) per track will be dispersed
throughout specific geographic territories in bars, entertainment centers,
theaters and the like. Any remote station can participate in any race.
Markets
The principal markets for the Cobra System are amusement arcades and family
entertainment centers of which there are approximately 6,500 amusement arcades
and 2,500 family entertainment centers in Canada and the United States. The
principal markets for the Virtual Speedway will be amusement parks, theme parks,
shopping malls, bars and major exhibitions as well as amusement arcades and
family entertainment centers. We generally sell more than one unit for use at
each of the parks and centers. We have installed Cobra Systems in Canada, the
United States, Denmark, Hungary, Ukraine, Lebanon, Brazil, Peoples Republic of
China, Hong Kong, Malaysia and Guam. To date, we have installed Virtual Speedway
systems in the United States on a summer seasonal basis in major amusement parks
but we anticipate that the market for the Virtual Speedway will be as
internationally widespread as the Cobra System. We anticipate the completion of
development of the VS300 in the second or third fiscal quarter of 2000.
In the recent past, we have experienced slow acceptance of our virtual
reality products. In 1997- 1999, sales were impacted by the bankruptcy of a
major producer of a virtual reality entertainment system which raised questions
in the market as to the viability of virtual reality in commercial and
entertainment settings. We have responded to this by developing a second
generation of the Cobra System and improving the related programming.
We have shown our products at trade shows and similar venues. We derive
exposure and sales, including beta testing sales, from participation in these
venues.
We seek to create brand recognition for our group of products through
advertising in appropriate trade publications and participating in trade show
exhibitions. Marketing is oriented towards the entertainment industry primarily
using in-house personnel. We research potential markets to establish whether
basic criteria are met. As is the case with retail establishments, demographic
data, site assessment and competitive review are essential to the success of the
product. Our products are installed using both lease and revenue sharing
arrangements and sales to end users.
Manufacturing
Our products are manufactured from a large number of components,
approximately 85% of which are commercially available parts and the remainder of
which are designed and manufactured to our specifications by outside
manufacturers. It is our policy to maintain more than one source for each of our
major components, to the extent possible, although certain suppliers are
currently the sole source of one or more items. No assurance can be given that
the necessary components will be available from the current sources.
We employ our own programmers to maintain quality control. From time to
time, we may outsource some programming. In the past, some outsourcing of
programming has not resulted in quality levels needed for our products; thus, we
do not anticipate outsourcing except in special circumstances.
We offer on-line diagnostic capability for servicing world-wide. The use of
modular construction and an open architecture of non-proprietary parts make
repairs easy and quick. We also believe that our products are better constructed
than those of our competitors resulting in longer useful lives and less repair
problems.
Research and Development
We expensed $133,896 on research and development activities in 1999 and
$229,066 in 1998. These expenses were for the purpose of developing the second
generation Cobra System. We have budgeted to spend approximately $200,000 in
2000, but this amount will depend on obtaining financing. To the extent that
revenues are not sufficient and outside financing is not available, research and
development expenses will be reduced or curtailed, which will significantly
affect product enhancement and development. This may also have a subsequent
adverse impact on product sales and revenues.
Competition
Our products compete directly with video games and similar amusement arcade
and park entertainments. We compete with companies such as Sega, Midway,
Nintendo and Atari. These and other entities with competing products have
substantially greater financial resources, manufacturing and marketing
capabilities, research and development staff and production facilities than we
do. No assurance can be given that these competitors and potential competitors
will not develop technology and/or products that will be as or more advanced and
affordable than the ones we produce. We compete on the basis of price, our
program of development of new games and the quality of our products which result
in longer useful lives and higher profit margins. In addition, our products
generally require no operational staff, resulting in substantial savings for the
entertainment facility which is another competitive factor.
Washington, D. C. 20549
FORM 10-KSB
(Mark One)
[ X ] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the fiscal year ended December 31, 1999
---------------------------
[ ] 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 0-26919
---------
CYBER MARK INTERNATIONAL CORP.
-----------------------------------
(Name of Small Business Issuer in Its Charter)
Delaware N/A
- - ------------------------------- -----------------------------------
(State or Other Jurisdiction of (I.R.S. Employer Identification No.)
Incorporation or Organization)
359 Enford Road, Unit 1
Richmond Hill, Ontario, Canada L4C 3G2
- - --------------------------------------- ---------------------
(Address of Principal Executive Offices) (Zip Code)
Issuer's telephone number: (905) 770-4602
---------------
Securities registered pursuant to Section 12(b) of the Act: None
Securities registered pursuant to Section 12(g) of the Act: Common Stock, par
value $.0001 per share
Check whether the issuer (1) filed all reports required to be filed by
Section 13 or 15(d) of the Exchange Act during the past 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___
Check if there is no disclosure of delinquent filers in response to Item
405 of Regulation S-B is not contained in this form, and no disclosure will be
contained, to the best of registrant's knowledge, in definitive proxy or
information statements incorporated by reference in Part III of this Form 10-KSB
or any amendment to this Form 10-KSB. [X]
State issuer's revenues for its most recent fiscal year: $241,849
There were no sales of the issuers Common Stock to determine the value of
the shares held by non-affiliates of the issuer. At March 31, 2000, 6,104,300
shares of issuer's Common Stock were outstanding.
CYBER MARK INTERNATIONAL CORP.
1999 FORM 10-KSB ANNUAL REPORT
TABLE OF CONTENTS
SECTION PAGE NO.
PART I
Item 1. Business 3
Item 2. Properties 6
Item 3 Legal Proceedings 6
Item 4. Submission of Matters to a Vote of Security
Holders 6
PART II
Item 5. Market for Registrant's Common Equity and
Related Stockholder Matters 6
Item 6. Management's Discussion and Analysis of Financial
Condition and Results of Operation 7
Item 7. Financial Statements and Supplementary Data 10
Item 8. Changes in and Disagreements with Accountants
on Accounting and Financial Disclosure 11
PART III
Item 9. Directors and Executive Officers of the Registrant 11
Item 10. Executive Compensation 12
Item 11. Security Ownership of Certain Beneficial Owners
and Management 12
Item 12. Certain Relationships and Related Transactions 13
PART IV
Item 13. Exhibits, Financial Statement Schedules and
Reports on Form 8-K 13
PART I
ITEM 1. DESCRIPTION OF BUSINESS.
General
We manufacture virtual reality equipment and develop games for use with our
equipment through our wholly owned subsidiary, The CM300 Corporation. The two
main products that we currently manufacture and sell are the Cobra Immersive
Virtual Reality System which includes up to six different games and the Virtual
Speedway 300. Uniquely, we design and assemble the hardware, create the games
for use with our hardware, write the software for the operation of our hardware
and games and offer remote technical support.
Virtual reality is an emerging technology which attempts to fully immerse
the user in an interactive computer generated environment. The participant in a
virtual reality experience interacts with the system through a series of
sophisticated sensors which are both input and output devices. Input devices
include data gloves which track hand positions and configurations and body suits
which sense the entire orientation of the virtual reality participant. Output
devices include complex head mounted displays and surround-sound audio systems.
The result is an illusion to the participant that he is surrounded by
three-dimensional computer generated objects.
From its initial beginnings merely thirty years ago, virtual reality is
evolving into many applications including those in the fields of industry,
architecture, medicine, science and entertainment. We believe that virtual
reality technology is developing in a manner similar to the personal computer
where it was initially thought there were limited applications and its purpose
was limited to specific tasks. Although entertainment promises the most
potential, we believe that many other uses will be developed as the technology
is refined and more readily available at commercially competitive prices.
Corporate History
We were incorporated under the laws of the State of Delaware on June 9,
1998 to serve as a holding company for CM300. CM300 was incorporated under the
laws of the Province of Ontario on January, 1996 and became our wholly-owned
subsidiary on the same day that we were incorporated.
Products and Services
Our principal products are the Cobra System and the related six games and
the Virtual Speedway.
Cobra System
The Cobra System is an immersive virtual reality system generated by
computer. We have developed a second generation system that we are currently
marketing. The Cobra System pod incorporates a cross platform capability which
allows it to use PC based games adapted from systems such as Nintendo 64, Sony
and Sega. The pod uses 18 1/2 square feet of space and weighs about 150 pounds.
It is constructed from modular parts making it portable and easily repairable.
The pod is designed with built in instructional videos and token, card, coin or
bill verification to reduce the need for dedicated operational personnel for
each or a limited number of pods as is the case with many competing products. We
have been selling the Cobra System and its earlier versions since 1996, and the
current average selling price of a Cobra System is approximately $11,000
The six games currently available for use with the Cobra System are:
o Tresspasser
o Heavy Gear II
o Soldier of Fortune
o Quake II;
o Decent Free Space Battle Pack; and
o Unreal Tournament.
The above are all new games developed in 1998 - 1999.
Because maintaining and expanding the variety of games available for use in
this type of entertainment equipment is essential to their continued appeal, we
devote substantial resources to developing various game applications. It is
anticipated that we will develop additional games and new versions of old games
for use with the Cobra System as demand and sales increase.
Virtual Speedway
The Virtual Speedway is a real time virtual reality (as opposed to computer
generated) system based on miniature models and motion video. To achieve a true
sense of motion and involvement, a virtual race, the Virtual Speedway uses a
miniature race track measuring 40 by 20 feet. Up to six race cars, built to
scale, are equipped with miniature television cameras and transmitters to
replicate the kind of television coverage in use at race tracks. Next to the
track, there are six control consoles equipped with a steering wheel,
accelerator and reverse pedals and a head mounted device with reception
capability and optics. The player's view, from the car mounted camera,
"literally" places the participant inside the car as they race around the track.
The Virtual Speedway is fully developed and was commercially available for the
first time in November 1997. The current average selling price of a Virtual
Speedway system is approximately $120,000.
We are in the process of developing a remote system to be used with the
Virtual Speedway. The planned remote system, as yet untested in real-time
situations, will enable players to race against each other from remote, off-site
locations. The tracks, cars and computer will be situated in one central
location. Up to 24 control consoles (play stations) per track will be dispersed
throughout specific geographic territories in bars, entertainment centers,
theaters and the like. Any remote station can participate in any race.
Markets
The principal markets for the Cobra System are amusement arcades and family
entertainment centers of which there are approximately 6,500 amusement arcades
and 2,500 family entertainment centers in Canada and the United States. The
principal markets for the Virtual Speedway will be amusement parks, theme parks,
shopping malls, bars and major exhibitions as well as amusement arcades and
family entertainment centers. We generally sell more than one unit for use at
each of the parks and centers. We have installed Cobra Systems in Canada, the
United States, Denmark, Hungary, Ukraine, Lebanon, Brazil, Peoples Republic of
China, Hong Kong, Malaysia and Guam. To date, we have installed Virtual Speedway
systems in the United States on a summer seasonal basis in major amusement parks
but we anticipate that the market for the Virtual Speedway will be as
internationally widespread as the Cobra System. We anticipate the completion of
development of the VS300 in the second or third fiscal quarter of 2000.
In the recent past, we have experienced slow acceptance of our virtual
reality products. In 1997- 1999, sales were impacted by the bankruptcy of a
major producer of a virtual reality entertainment system which raised questions
in the market as to the viability of virtual reality in commercial and
entertainment settings. We have responded to this by developing a second
generation of the Cobra System and improving the related programming.
We have shown our products at trade shows and similar venues. We derive
exposure and sales, including beta testing sales, from participation in these
venues.
We seek to create brand recognition for our group of products through
advertising in appropriate trade publications and participating in trade show
exhibitions. Marketing is oriented towards the entertainment industry primarily
using in-house personnel. We research potential markets to establish whether
basic criteria are met. As is the case with retail establishments, demographic
data, site assessment and competitive review are essential to the success of the
product. Our products are installed using both lease and revenue sharing
arrangements and sales to end users.
Manufacturing
Our products are manufactured from a large number of components,
approximately 85% of which are commercially available parts and the remainder of
which are designed and manufactured to our specifications by outside
manufacturers. It is our policy to maintain more than one source for each of our
major components, to the extent possible, although certain suppliers are
currently the sole source of one or more items. No assurance can be given that
the necessary components will be available from the current sources.
We employ our own programmers to maintain quality control. From time to
time, we may outsource some programming. In the past, some outsourcing of
programming has not resulted in quality levels needed for our products; thus, we
do not anticipate outsourcing except in special circumstances.
We offer on-line diagnostic capability for servicing world-wide. The use of
modular construction and an open architecture of non-proprietary parts make
repairs easy and quick. We also believe that our products are better constructed
than those of our competitors resulting in longer useful lives and less repair
problems.
Research and Development
We expensed $133,896 on research and development activities in 1999 and
$229,066 in 1998. These expenses were for the purpose of developing the second
generation Cobra System. We have budgeted to spend approximately $200,000 in
2000, but this amount will depend on obtaining financing. To the extent that
revenues are not sufficient and outside financing is not available, research and
development expenses will be reduced or curtailed, which will significantly
affect product enhancement and development. This may also have a subsequent
adverse impact on product sales and revenues.
Competition
Our products compete directly with video games and similar amusement arcade
and park entertainments. We compete with companies such as Sega, Midway,
Nintendo and Atari. These and other entities with competing products have
substantially greater financial resources, manufacturing and marketing
capabilities, research and development staff and production facilities than we
do. No assurance can be given that these competitors and potential competitors
will not develop technology and/or products that will be as or more advanced and
affordable than the ones we produce. We compete on the basis of price, our
program of development of new games and the quality of our products which result
in longer useful lives and higher profit margins. In addition, our products
generally require no operational staff, resulting in substantial savings for the
entertainment facility which is another competitive factor.