Owner
Post by Franko10 ™ on Sept 24, 2005 13:55:35 GMT -5
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, 2000
------------------------------------------
[ ] 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 (I.R.S. Employer Identification No.)
of 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: $17,253
The aggregate market value of voting and non-voting common equity held
by non-affiliates computed by reference to the price at which it was sold or the
average of the asked and bid price on March 31, 2001, was $1,053,797. At March
31, 2001, 18,758,600 shares of issuer's Common Stock were outstanding.
PART I
ITEM 1. DESCRIPTION OF BUSINESS.
General
Because of the lack of operating capital and absence of product sales, we have
not had active business operations during fiscal year 2000. We believe that if
we had the economic resources, we would be able to manufacture virtual reality
game equipment that would be economically accepted and develop our array of
games for use with the equipment. This is based on certain products that were
developed in the past and which we commercialized to a limited degree.
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.
All of our business operations are conducted through the CM300 Corporation, our
wholly owned subsidiary.
Products and Services
Although we are not manufacturing or selling any products at this time, based on
designs and our past operating experience we believe we could produce the
virtual reality systems and games described below.
Cobra System
The Cobra System is an immersive virtual reality system generated by computer.
In 1998 and 1999, we developed a second generation system. 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 may be 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.
The six games 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 games were developed in 1998 - 1999, and we believe they would need
updating to be commercially viable at this time or in the near future.
Because maintaining and expanding the variety of games available for use in this
type of entertainment equipment is essential to their continued appeal, it is
anticipated that if we again market the Cobra System, we will have to develop
additional games and new versions of old games for use with the Cobra System.
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.
We believe that to achieve greater commercialization of the Virtual Speedway, we
must further develop it with a remote system. The proposed remote system, as yet
untested in real-time situations, will enable players to race against each other
from remote, off-site locations. Any remote station can participate in any race.
The intent is that 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. We anticipate the completion of development of the VS300,
with these aspects, will depend on our ability to obtain the additional
financing needed to continue with development.
Markets
The principal markets for the Cobra System are likely to be 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 are likely to be
amusement parks, theme parks, shopping malls, bars and major exhibitions as well
as amusement arcades and family entertainment centers. In years past we
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 a limited number of locations.
In the recent past, we have experienced slow acceptance of our virtual reality
products. We believe the reason for this is the initial cost of our equipment is
a considerable investment for our markets. Therefore, to commercialize our
products we will have to develop new marketing techniques which will probably
have to include financing to our customers. Alternatively, we may sell or
license the technologies and designs and the games to others with greater
financial capacity.
In the past we have sought to create brand recognition for our group of
products. Any new marketing will be oriented towards the entertainment industry.
Demographic data, site assessment and competitive review are essential to the
marketing success of the product.
Manufacturing
Our products are designed to be manufactured from a large number of components,
approximately 85% of which are commercially available parts and the remainder of
which are designed to be manufactured to specific requirements by outside manufacturers. The use of modular construction and an open architecture of
non-proprietary parts make repairs easy and quick. It is our intent 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, however, we also believe that our products may be better
constructed than those of our competitors resulting in longer useful lives and
less repair problems.
We employ our own programmer to maintain quality control. From time to time, we
outsource programming.
Research and Development
We expensed $9,149 on research and development activities in 2000 and $133,896
in 1999. These expenses were for the purpose of developing the second generation
Cobra System. We have budgeted to spend approximately $200,000 in 2001, but this
amount will depend entirely on obtaining financing for that purpose, among
others. To the extent that outside financing is not available, research and
development expenses will be reduced or curtailed, which will affect product
enhancement and development. Without additional product development, we will not
have any 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 intend to 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, we believe that our
products generally require no operational staff, resulting in substantial
savings for the entertainment facility which is another competitive factor.
Employees
We currently have three employees, of which one is a senior executive and one is
a programmer.
ITEM 2. DESCRIPTION OF PROPERTIES.
Our executive offices are located at 359 Enford Road, Unit 1, Richmond Hill,
Ontario, Canada L4C 3G2 and our telephone number is (905) 707-3441. We rent this
space for our offices and manufacturing/ assembly facilities. We believe that
our current office and other facilities are adequate to meet our needs into the
near future.
ITEM 3. LEGAL PROCEEDINGS.
None.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.
None.
PART II
ITEM 5. MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS.
Our common stock became eligible for quotation on the OTC Bulletin Board on
February 14, 2000, under the symbol "CMKI". On August 25, 2000, we issued a
stock dividend of one share for each share of common stock outstanding on August
11, 2000. The following table sets forth, for the periods indicated, the high
and low unpriced quote trades for our common stock as reported on the OTC Bulletin Board, without retail mark-ups, mark-downs or commissions, and may not
necessarily represent actual transactions. There has not been any electronic bid
or asked quote.
Period High($) Low($)
------ ------- ------
Fiscal 2000
First Quarter* 4.00 $3.00
Second Quarter 4.00 .375
Third Quarter 1.125 .219
Fourth Quarter .375 .125
Fiscal 2001
First Quarter** .270 .095
- -----------------------------
* From February 14, 2000.
** To March 31, 2001.
Holders
As of March 31, 2001, there were 24 holders of record of our common stock. On
that date there were 18,758,600 shares of common stock outstanding.
Dividends
We have never declared or paid cash dividends on our common stock and we
anticipate that all future earnings, if any, will be retained for working
capital and business expansion. The payment of any cash dividends, if ever, will
be at the sole discretion of our board of directors and will depend upon, among
other things, future earnings, capital requirements, our financial condition and
general business conditions. There can be no assurance that any cash dividends
on our common stock will be paid in the future.
We have announced the intention of the company to declare a ten-for-one stock
dividend during the second fiscal quarter of 2001. To do this, the authorized
capital will have to be increased by amendment to provide enough common stock
for distribution. An amendment will require the approval of the majority of the
outstanding shares of common stock. It is feasible that this approval may be
made by the written consent of a limited number of persons. An increase in the
number of shares outstanding is likely to have an adverse effect on the trading
market and price of the common stock unless there is increased market interest
or a significant improvement in the business and financial prospects of the
company, of which there can be no assurance. The additional shares of common
stock may also impair our ability to raise needed capital.
Recent Sales of Unregistered Securities
We have made the following sales of unregistered securities within the past
fiscal year:
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, 2000
------------------------------------------
[ ] 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 (I.R.S. Employer Identification No.)
of 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: $17,253
The aggregate market value of voting and non-voting common equity held
by non-affiliates computed by reference to the price at which it was sold or the
average of the asked and bid price on March 31, 2001, was $1,053,797. At March
31, 2001, 18,758,600 shares of issuer's Common Stock were outstanding.
PART I
ITEM 1. DESCRIPTION OF BUSINESS.
General
Because of the lack of operating capital and absence of product sales, we have
not had active business operations during fiscal year 2000. We believe that if
we had the economic resources, we would be able to manufacture virtual reality
game equipment that would be economically accepted and develop our array of
games for use with the equipment. This is based on certain products that were
developed in the past and which we commercialized to a limited degree.
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.
All of our business operations are conducted through the CM300 Corporation, our
wholly owned subsidiary.
Products and Services
Although we are not manufacturing or selling any products at this time, based on
designs and our past operating experience we believe we could produce the
virtual reality systems and games described below.
Cobra System
The Cobra System is an immersive virtual reality system generated by computer.
In 1998 and 1999, we developed a second generation system. 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 may be 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.
The six games 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 games were developed in 1998 - 1999, and we believe they would need
updating to be commercially viable at this time or in the near future.
Because maintaining and expanding the variety of games available for use in this
type of entertainment equipment is essential to their continued appeal, it is
anticipated that if we again market the Cobra System, we will have to develop
additional games and new versions of old games for use with the Cobra System.
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.
We believe that to achieve greater commercialization of the Virtual Speedway, we
must further develop it with a remote system. The proposed remote system, as yet
untested in real-time situations, will enable players to race against each other
from remote, off-site locations. Any remote station can participate in any race.
The intent is that 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. We anticipate the completion of development of the VS300,
with these aspects, will depend on our ability to obtain the additional
financing needed to continue with development.
Markets
The principal markets for the Cobra System are likely to be 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 are likely to be
amusement parks, theme parks, shopping malls, bars and major exhibitions as well
as amusement arcades and family entertainment centers. In years past we
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 a limited number of locations.
In the recent past, we have experienced slow acceptance of our virtual reality
products. We believe the reason for this is the initial cost of our equipment is
a considerable investment for our markets. Therefore, to commercialize our
products we will have to develop new marketing techniques which will probably
have to include financing to our customers. Alternatively, we may sell or
license the technologies and designs and the games to others with greater
financial capacity.
In the past we have sought to create brand recognition for our group of
products. Any new marketing will be oriented towards the entertainment industry.
Demographic data, site assessment and competitive review are essential to the
marketing success of the product.
Manufacturing
Our products are designed to be manufactured from a large number of components,
approximately 85% of which are commercially available parts and the remainder of
which are designed to be manufactured to specific requirements by outside manufacturers. The use of modular construction and an open architecture of
non-proprietary parts make repairs easy and quick. It is our intent 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, however, we also believe that our products may be better
constructed than those of our competitors resulting in longer useful lives and
less repair problems.
We employ our own programmer to maintain quality control. From time to time, we
outsource programming.
Research and Development
We expensed $9,149 on research and development activities in 2000 and $133,896
in 1999. These expenses were for the purpose of developing the second generation
Cobra System. We have budgeted to spend approximately $200,000 in 2001, but this
amount will depend entirely on obtaining financing for that purpose, among
others. To the extent that outside financing is not available, research and
development expenses will be reduced or curtailed, which will affect product
enhancement and development. Without additional product development, we will not
have any 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 intend to 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, we believe that our
products generally require no operational staff, resulting in substantial
savings for the entertainment facility which is another competitive factor.
Employees
We currently have three employees, of which one is a senior executive and one is
a programmer.
ITEM 2. DESCRIPTION OF PROPERTIES.
Our executive offices are located at 359 Enford Road, Unit 1, Richmond Hill,
Ontario, Canada L4C 3G2 and our telephone number is (905) 707-3441. We rent this
space for our offices and manufacturing/ assembly facilities. We believe that
our current office and other facilities are adequate to meet our needs into the
near future.
ITEM 3. LEGAL PROCEEDINGS.
None.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.
None.
PART II
ITEM 5. MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS.
Our common stock became eligible for quotation on the OTC Bulletin Board on
February 14, 2000, under the symbol "CMKI". On August 25, 2000, we issued a
stock dividend of one share for each share of common stock outstanding on August
11, 2000. The following table sets forth, for the periods indicated, the high
and low unpriced quote trades for our common stock as reported on the OTC Bulletin Board, without retail mark-ups, mark-downs or commissions, and may not
necessarily represent actual transactions. There has not been any electronic bid
or asked quote.
Period High($) Low($)
------ ------- ------
Fiscal 2000
First Quarter* 4.00 $3.00
Second Quarter 4.00 .375
Third Quarter 1.125 .219
Fourth Quarter .375 .125
Fiscal 2001
First Quarter** .270 .095
- -----------------------------
* From February 14, 2000.
** To March 31, 2001.
Holders
As of March 31, 2001, there were 24 holders of record of our common stock. On
that date there were 18,758,600 shares of common stock outstanding.
Dividends
We have never declared or paid cash dividends on our common stock and we
anticipate that all future earnings, if any, will be retained for working
capital and business expansion. The payment of any cash dividends, if ever, will
be at the sole discretion of our board of directors and will depend upon, among
other things, future earnings, capital requirements, our financial condition and
general business conditions. There can be no assurance that any cash dividends
on our common stock will be paid in the future.
We have announced the intention of the company to declare a ten-for-one stock
dividend during the second fiscal quarter of 2001. To do this, the authorized
capital will have to be increased by amendment to provide enough common stock
for distribution. An amendment will require the approval of the majority of the
outstanding shares of common stock. It is feasible that this approval may be
made by the written consent of a limited number of persons. An increase in the
number of shares outstanding is likely to have an adverse effect on the trading
market and price of the common stock unless there is increased market interest
or a significant improvement in the business and financial prospects of the
company, of which there can be no assurance. The additional shares of common
stock may also impair our ability to raise needed capital.
Recent Sales of Unregistered Securities
We have made the following sales of unregistered securities within the past
fiscal year:
