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U.S. Securities and Exchange Commission
Washington, D.C. 20549

Form 10-QSB A-1

(Mark One)

ý
QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended September 30, 2001

or

o TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE EXCHANGE ACT

For the transition period from                              to                             

Commission file number 0-27263

Cyberfast Systems, Inc.
(Exact name of small business issuer as specified in its charter)

Florida (State or other jurisdiction of incorporation or organization)	13-5398600 (I.R.S. Employer Identification No.)
7825 Fay Avenue, Suite 200, LaJolla, California 92037 (Address of principal executive offices)

(858) 456-5520
(Issuer's telephone number)

N/A
(Former name, former address and former fiscal year, if changed since last report)

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 ý    No o

APPLICABLE ONLY TO CORPORATE ISSUERS

As of September 30, 2001, there were 3,592,117 shares of Class A common stock outstanding.

Transitional Small Business Disclosure Format (Check one): Yes o    No ý

PART I. FINANCIAL INFORMATION

Item 1. Financial Statements (Unaudited)

INDEX TO FINANCIAL STATEMENTS

Condensed Consolidated Balance Sheets September 30, 2001 (Unaudited) and December 31, 2000

Condensed Consolidated Statements of Operations three and nine months ended September 30, 2001 and 2000 (Unaudited)

Condensed Consolidated Statements of Cash Flows nine months ended September 30, 2001 and 2000 (Unaudited)

Notes to Condensed Consolidated Financial Statements

CYBERFAST SYSTEMS, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS

ASSETS				Sept. 30, 2001			December 31, 2000
				(Unaudited) (Restated)
Current Assets:
	Cash			$	—		$	3,522
	Advances to officers/directors and others				10,000			10,000
			Total current assets		10,000			13,522
Property and Equipment, net of accumulated depreciation of $201,638 and $154,690					329,633			341,581
Deposits					8,521			8,521
				$	348,154		$	363,624
LIABILITIES AND STOCKHOLDERS' DEFICIENCY
Current Liabilities:
	Accounts payable and accrued expenses:
		Stockholder compensation		$	1,353,112		$	1,030,766
		Other			954,142			665,076
	Majority stockholder/officer/director/loan, including interest				3,417,066			2,931,396
	Income taxes payable,including penalties and interest				182,000			151,000
	Deposits				11,229			—
	Bank overdraft				42,170			—
			Total current liabilities		5,959,719			4,778,238
Commitments, Contingencies, Other Matters and Subsequent Event					—			—
Stockholders' Deficiency:
	Preferred stock, $100 par value; 5,000,000 shares authorized; 0 shares issued
	Common stock
		Class A, $.01 par value; 40,250,000 shares authorized; 3,592,117 issued and outstanding			35,922			32,392
		Class B, $.01 par value; 4,750,000 shares authorized; 4,477,600 shares issued and outstanding			44,776			44,776
	Additional paid-in capital				3,348,914			2,909,944
	Deficit				(9,041,177	)		(7,401,726	)
					(5,611,565	)		(4,414,614	)
				$	348,154		$	363,624

See Notes to Consolidated Financial Statements.

CYBERFAST SYSTEMS, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

			Three Months Ended September 30						Nine Months Ended September 30
			2001			2000			2001			2000
			(Unaudited) (Restated)			(Unaudited)			(Unaudited) (Restated)			(Unaudited)
Revenues:
	Data communications services		$	67,150		$	49,566		$	100,422		$	192,815
Cost of Sales				78,372			244,079			311,765			674,305
Gross Margin				(11,222	)		(194,513	)		(211,343	)		(481,490	)
Other Operating Expenses:
	General and administrative			257,795			589,076			853,646			1,293,317
	Common stock and options issued for services			137,500			572,393			412,500			1,387,158
		Total expenses		395,295			1,161,469			1,266,146			2,680,475
Loss from Operations				(406,517	)		(1,355,982	)		(1,477,489	)		(3,161,965	)
Interest expense, stockholder				(54,360	)		(32,800	)		(161,960	)		(103,800	)
Loss before Income Taxes				(460,877	)		(1,388,782	)		(1,639,449	)		(3,265,765	)
Income Tax (Expense) Benefit				—			—			—			—
Net Loss			$	(460,877	)	$	(1,388,782	)	$	(1,639,449	)	$	(3,265,765	)
Net (Loss) Per Common Share — Basic and Diluted			$	(0.06	)	$	(0.19	)	$	(0.21	)	$	(0.50	)
Weighted Average Number of Common Shares Outstanding				7,992,987			7,244,309			7,809,881			6,581,770

See Notes to Consolidated Financial Statements.

CYBERFAST SYSTEMS, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

						Nine Months Ended September 30,
						2001			2000
						(Unaudited) (Restated)			(Unaudited)
Cash Flows from Operating Activities:
	Net loss					$	(1,639,449	)	$	(3,265,765	)
	Adjustments to reconcile net loss to net cash and
		Cash equivalents used in operating activities:
			Depreciation				46,950			99,574
			Stock-based compensation				412,500			1,387,158
			Interest on stockholder loans				139,460			103,800
			Changes in operating assets and liabilities:
			(Increase) decrease in:
				Prepaid expenses and other			—			(23,521	)
			Increase (decrease) in:
				Accounts payable and accrued expenses			611,412			526,284
				Deposits			11,229			—
				Accrued penalties and interest			31,000			—
					Net cash used in operating activities		(386,902	)		(1,172,470	)
Cash Flows from Investing Activities:
	Purchase of property and equipment						(35,000	)		(5,756	)
	(Advances to) repayments from officers/directors and others						—			5,000
					Net cash provided by (used in) investing activities		(35,000	)		(756	)
Cash Flows from Financing Activities:
	Bank overdraft						42,170			(22,566	)
	Proceeds from issuance of common stock						30,000			—
	Proceeds from note payable						—			1,499,980
	Repayments on loans from stockholders						(11,500	)		(230,920	)
	Loans from stockholders						357,710			—
					Net cash provided by (used in) financing activities		418,380			1,246,494
Net Increase in Cash and Cash Equivalents							(3,522	)		73,268
Cash and Cash Equivalents, Beginning							3,522			—
Cash and Cash Equivalents, Ending						$	—		$	73,268
Supplemental Disclosure of Cash Flow Information:
	Cash paid for interest					$	—		$	—

NOTE 1. SUMMARY OF BUSINESS OPERATIONS AND SIGNIFICANT ACCOUNTING POLICIES

Basis of Presentation

        The accompanying unaudited condensed consolidated financial statements have been prepared by the Company pursuant the rules and regulations of the Securities and Exchange Commission (SEC) and, in the opinion of management, include all adjustments (consisting of normal recurring accruals) necessary for a fair presentation of financial position, results of operations and cash flows for the interim periods. Certain information and footnote disclosures normally included in financial statements prepared in accordance with generally accepted accounting principles have been condensed or omitted pursuant to the rules and regulations of the SEC. The Company believes that the disclosures contained herein are adequate to make the information presented not misleading. The statements of operations for the nine and three months ended September 30, 2001 are not necessarily indicative of the results to be expected for the full year. These unaudited financial statements should be read in conjunction with the audited financial statements and accompanying notes included in the Company's 2000 Annual Report on Form 10-KSB for the year ended December 31, 2000.

        The condensed consolidated financial statements have been prepared on a going concern basis, which contemplates the realization of assets and satisfaction of liabilities in the normal course of business. The independent auditors' report on the December 31, 2000 financial statements stated that... the Company is subject to certain significant risks and uncertainties, which conditions raise substantial doubt about the Company's ability to continue as a going concern. The consolidated financial statements do not include any adjustments that might result from the outcome of this uncertainty.

        The consolidated financial statements do not include adjustments relating to the recoverability and classification of recorded asset amounts, or the amounts and classification of liabilities that might be necessary should the Company be unable to continue as a going concern. The Company's ability to continue as a going concern is dependent upon its ability to generate sufficient cash flow to meet its obligations on a timely basis and ultimately to attain profitable operations.

        Certain amounts in the December 2000 presentation have been reclassified to conform to the September 2001 presentation.

Organization and Capitalization

        The Company was originally incorporated as SmartFit Brassiera Co., Inc., a New York corporation, and was in the business of selling women's undergarments. The Company changed its name to Smart Fit Foundation, Inc. on September 8, 1995.

        In October 1998, pursuant to an Agreement and Plan of Reorganization, Smart Fit Foundation, Inc. (a non-operating public shell), acquired 100% of the common stock of Cyberfast Network Systems Corp., in exchange for 97.8% of Smart Fit Foundation, Inc.'s common stock. On October 19, 1998, Smart Fit Foundation, Inc. changed its name to Cyberfast Systems, Inc.

        The Company's certificate of incorporation authorized the issuance of 50,000,000 shares of capital stock consisting of 5,000,000 shares of preferred stock with a $100.00 par value per share, 40,250,000 shares of Class A common stock with a $.01 par value per share and one vote per share and 4,750,000 shares of Class B common stock with a $.01 par value per share and ten votes per share. In October 1999, the Company acquired 100% of the outstanding capital stock of Global Telcom and Internet Ventures, Inc. (Global), an unrelated entity, in exchange for 180,000 shares of Company Class A common stock. The acquisition was accounted for as a pooling of interest, and, as a result, the consolidated financial statements give retroactive effect to the transaction. Global had minimal assets, liabilities or operations as of the date of the acquisition and for the periods included in these consolidated financial statements.

        In December 2001, all the assets and liabilities of the Company were transferred to CYSI Newco, Inc., a wholly owned subsidiary corporation, leaving the Company as a shell corporation. An

option to purchase CYSI Newco, Inc. was given to Edward and Itir Stackpole, former officers and directors of the Company.

        In December 2001, the Company issued 35,000,000 shares of 144 restricted common stock and 5,000,000 shares of 144 restricted preferred stock or approximately 83% controlling interest to ID Four Ltd., a Nevada corporation, in exchange for $250,000. On or about December 10, 2001, ID Four Ltd. then declared a dividend to its shareholders of 10,000,000 shares of 144 restricted common of the Company. The ID Four Ltd. shareholders received 1 share of common stock of the Company for every 50 shares of ID Four Ltd. that each shareholder owned.

Business

        Prior to the December 2001 sale of a controlling interest in Cyberfast Systems, Inc. (the Company), the Company was an international provider of data communications services. The Company operated long distance and voice communication services primarily between the United States and under-served, under-developed or developing countries. All transmissions originated in the United States.

        In December 2001, the Company changed the business to provide intelligent, web-based, data-driven internet solutions. The technology being developed will utilize proprietary wizards that can be used to replace large portions of the workloads of a client's Internet Technology department. A client using the technology to its fullest can expect significant savings over the expected costs of maintaining a full service Internet Technology department.

Use of Estimates

        The accompanying financial statements have been prepared in conformity with generally accepted accounting principles. In preparing the financial statements, management is required to make estimates and assumptions that affect the reported amount of assets and liabilities as of the date of the balance sheet and operations for the period. Although these estimates are based on management's knowledge of current events and actions it may undertake in the future, they may ultimately differ from actual results.

Net Loss Per Common Share

        The Company computes earnings (loss) per share in accordance with SFAS No. 128, Earnings Per Share. This standard requires dual presentation of basic and diluted earnings per share on the face of the income statement for all entities with complex capital structures and requires a reconciliation of the numerator and denominator of the diluted earnings per share computation.

        Net loss per common share (basic and diluted) is based on the net loss divided by the weighted average number of common shares outstanding during the year.

        The Company's potentially issuable shares of common stock pursuant to outstanding stock options and warrants are excluded from the Company's diluted computation as their effect would be anti-dilutive.

NOTE 2. STOCK-BASED COMPENSATION

        In 1995, the Financial Accounting Standards Board issued Statement of Financial Accounting Standards No. 123, Accounting for Stock-Based Compensation (SFAS 123). As permitted by SFAS No. 123, the Company continues to apply the recognition and measurement provisions of Accounting Principles Board Opinion No. 25, Accounting for Stock Issued to Employees (APB 25).

        Pursuant to SFAS No. 123, the Company has elected to account for its employee stock options under APB Opinion No. 25. Compensation cost has been recognized for any options for which the market value exceeded the exercise price on the date of the grant or agreement in principle to grant the option, if earlier. Compensation expense of $412,500 and $137,500 has been recognized in these

consolidated financial statements for the three and nine months ended September 30, 2001 relating to these vesting of options previously granted to employees.

        The Company accounts for stock-based compensation grants to non-employees pursuant to the guidance of SFAS No. 123 using the fair-value-based method. The Company did not grant any options to non-employees during the quarter ended September 30, 2001.

NOTE 3. SUBSEQUENT EVENT—BUSINESS COMBINATION

        On October 29, 2001, the Company announced that ID Four Ltd. would be acquiring a controlling interest in Cyberfast Systems, Inc. The Company has entered into a Letter of Intent for ID Four Ltd. to acquire 80% of the Company. The new focus of Cyberfast will be on the development and distribution of IDC Technology. Effective November 9, 2001, Edward and Itir Stackpole resigned from the Board of Directors of Cyberfast. In addition, also effective November 9, 2001, Roger Pawson, CEO of ID Four, was appointed to the Board of Directors of Cyberfast and also assumed the position of CEO. Additional board members will be appointed from the current ID Four management team. Effective on the closing of the transaction, Edward and Itir Stackpole will take over responsibility for the assets and liabilities of the Company.

Item 2. Management's Discussion and Analysis and Plan of Operation

Nine Months Ended September 30, 2001 and 2000

        Revenues decreased 48% from $192,815 for the nine months ended September 30, 2000 to $100,422 for the nine months ended September 30, 2001. This decrease was the result of continued regulatory issues and internal financial constraints that have delayed the start-up of POP operations in several locations.

        Cost of goods sold decreased 54% from $674,305 for the nine months ended September, 2000 to $311,765 for the nine months ended September 30, 2001. This decrease was the result of the Company reducing costs that are associated with the start up of POPs, including leased line costs and other pre-operation costs. Accordingly, the gross margin deficit decreased from a deficit of $481,490 for the nine months ended September 30, 2000 to a deficit of $211,343 for the nine months ended September 30, 2001. These negative margins are the result of line costs, depreciation on equipment purchases and installation and maintenance expenses that the Company normally incurs in connection with the start-up of POPs.

        General and administrative expenses decreased 36% from $1,293,317 for the nine months ended September 30, 2000 to $822,646 for the nine months ended September 30, 2001. These general and administrative expenses primarily represent the Company's minimum levels of staffing and operating expenses needed for the anticipated start-up of revenue generating POPs.

        The Company incurred expense of $412,500 for the nine months ended September 30, 2001 related to the issuance of common stock to employees as a result of obligations of the Company under employment agreements. During the nine months ended September 30, 2000, the Company incurred $1,387,158 of such expenses.

        Total operating expenses decreased 54% from $2,680,475 for the nine months ended September 30, 2000 to $1,235,146 for the nine months ended September 30, 2001. The loss from operations decreased 54% from $3,161,965 for the nine months ended September 30, 2000 to $1,446,489 for the nine months ended September 30, 2001. The decrease in the loss from operations was the result of the lower revenues offset by reducing expenses to minimum levels needed to maintain operations in anticipation of additional financing and the start up of revenue generating POPs.

        Interest expense, stockholder increased from $103,800 for the nine months ended September 30, 2000 to $161,960 for the nine months ended September 30, 2001 due to the Company borrowing additional funds to finance operating losses. Net losses decreased 51% from $3,265,765 for the nine months ended September 30, 2000 to $1,608,449 for the nine months ended September 30, 2001.

        Accordingly, net loss per share of the Company's common stock decreased from $0.50 for the nine months ended September 30, 2000 to $0.21 for the nine months ended September 30, 2001.

Three Months Ended September 30, 2001 and 2000

        Revenues increased 35% from $49,566 for the three months ended September 30, 2000 to $67,150 for the three months ended September 30, 2001. The Company continued to experience regulatory issues and internal financial constraints that have delayed the start up of POP operations in several locations. The resolution of certain regulatory issues related to foreign telecommunications licensing should have a positive impact in succeeding quarters; however, Company management does not expect the benefit of events until 2002.

        Costs of goods sold decreased 68% from $244,079 for the three months ended September 30, 2000 to $78,372 for the three months ended September 30, 2001. This decrease was the result of the Company reducing costs associated with the start up of POPs, including leased line costs and other pre-operation costs. Cost of sales include line costs, depreciation and installation and maintenance expenses that the Company normally incurs in connection with the start up of POPs.

        General and administrative expenses decreased 59% from $589,076 for the three months ended September 30, 2000 to $242,295 for the three months ended September 30, 2001. These expenses primarily represent the Company's minimum levels of staffing and operations needed for the anticipated start up of revenue generating POPs.

        The Company incurred expense of $137,500 for the three months ended September 30, 2001 related to the issuance of common stock to employees as a result of obligations of the Company under employment agreements. During the three months ended September 30, 2000, the Company incurred $572,393 of such expenses.

        Total operating expenses decreased 67% from $1,161,469 for the three months ended September 30, 2000 to $379,795 for the three months ended September 30, 2001. The loss from operations decreased 71% from $1,355,982 for the three months ended September 30, 2000 to $391,017 for the three months ended September 30, 2001. The decrease in the loss from operations was the result of lower revenues offset by reducing expenses to minimum levels needed to maintain operations in anticipation of additional financing and the start of revenue generating POPs.

        Interest expense, stockholder increased from $32,800 for the three months ended September 30, 2000 to $54,360 for the three months ended September 30, 2001 due to the Company borrowing additional funds to finance operating losses. Net losses decreased 68% from $1,388,782 for the three months ended September 30, 2000 to $                  445,377 for the three months ended September 30, 2001.

        Accordingly, net loss per common share decreased from $0.19 per share for the three months ended September 30, 2000 to $0.04 for the three months ended September 30, 2001.

Plan of Operations

        Since the sale of the controlling interest in the Company to ID Four Ltd., and the replacement of the Company's Board of Directors and top management, the Company will no longer continue to rely on shareholder loans to finance the working capital deficit. The Company is currently planning to acquire a new technology called Silverado which will allow business analysts, without the assistance of programmers, to rapidly create intelligent Web sites and browser-based business processes. The developer of Silverado, Dr. Jack Chang, is also the inventor and patent holder of the ATM machine. Dr. Chang became a member of the Board of Directors of the Company in January 2002 and is the Chief Technical Officer.

        The Company plans to raise development and marketing funds for Silverado through the sale of the Company's stock, possibly through a registration statement.

        Prior to the sale of the controlling interest in the Company to IDFour Ltd. in December 2001, all the liabilities mentioned hereinbelow were transferred to CYSI Newco, Inc. Amounts due majority shareholder/officer/director loans increased to $3,374,206 on June 30, 2001 from $2,931,396 at December 31, 2000. The bridge loan of $300,000 provided to the Company in June 2000 by FATA Group Sp.A. (FATA) was repaid from the gross $1.5 million investment in August 2000, resulting in a net investment of approximately $1.2 million in August 2000. The $1.5 million received in August 2000 was part of this total investment and was subject to a put option exercisable by FATA until November 30, 2000. The company is currently disputing whether FATA properly exercised this option by the November 30, 2000 deadline.

        Since December 2001, the Company is no longer participating in the international telecommunications business and therefore, will no longer be addressing any concerns regarding foreign government actions.

Forward Looking Statements

        DISCUSSIONS AND INFORMATION IN THIS DOCUMENT, WHICH ARE NOT HISTORICAL FACTS, SHOULD BE CONSIDERED FORWARD-LOOKING STATEMENTS. WITH REGARD TO FORWARD-LOOKING STATEMENTS, INCLUDING THOSE REGARDING THE POTENTIAL INTERIM FINANCING, THE SUFFICIENCY OF THE CASH FLOW, AND THE BUSINESS PROSPECTS OR ANY OTHER ASPECT OF THE COMPANY, ACTUAL RESULTS AND BUSINESS PERFORMANCE MAY DIFFER MATERIALLY FROM THAT PROJECTED OR ESTIMATED IN SUCH FORWARD-LOOKING STATEMENTS. THE COMPANY HAS ATTEMPTED TO IDENTIFY IN THIS DOCUMENT CERTAIN OF THE FACTORS THAT IT CURRENTLY BELIEVES MAY CAUSE ACTUAL FUTURE EXPERIENCE AND RESULTS TO DIFFER FROM ITS CURRENT EXPECTATIONS. DIFFERENCES MAY BE CAUSED BY A VARIETY OF FACTORS, INCLUDING ADVERSE ECONOMIC CONDITIONS, ENTRY OF NEW AND STRONGER COMPETITORS IN THE VOIP BUSINESS, DELAYS IN THE COMPANY'S ABILITY TO PLACE ADDITIONAL POPs IN SERVICE, INADEQUATE CAPITAL AND THE INABILITY TO OBTAIN FUNDING FROM THIRD PARTIES, UNEXPECTED COSTS AND THE INABILITY TO OBTAIN OR KEEP QUALIFIED PERSONNEL.

PART II—OTHER INFORMATION

Item 4. Submission of Matters to a Vote of Security Holders.

        The Company is in the process of authorizing a Stock Option Plan for the Company's Officers and Directors. The matter will be voted on by the Board of Directors and subsequently, if approved by the Board of Directors, the Stock Option Plan will be submitted to the Shareholders for their vote.

Item 5. Other Information.

        The Company issued press releases on November 13, 2001and December 17, 2001 stating that after the introduction of the newly acquired IDC technology, revenue growth for the First Quarter is expected to be in line with the Company's projections. Increased revenues were to have come from the existing Fortune 500 partners and the proposed acquisition of TLCO Software.

        The Company had negotiated and formalized contracts for the purchase of TLCO Software and the IDC technology. However, the Company has not yet completed the TLCO Software acquisition because TLCO Software must have authorization from third party software licensors to complete the transaction.

        In the case of IDC technology, during the Company's due diligence for the purchase of the IDC technology, the Company discovered some issues that would create substantial additional costs to the Company to modify the existing technology to the current operating system requirements of most modern computers. Therefore, the Company has not completed the contracted acquisition.

        The Company is now in negotiations to acquire Silverado, a newly developed software, which the Company believes will be more beneficial to the Company's clients, and therefore, more financially profitable for the Company. Therefore, the projected revenues accompanying the December 17, 2001 press release will be amended to more accurately reflect the financial projections of the Company. In part, the Company was not able to meet its financial projections or generate any revenues because there was a delay in returning to bulletin board status. In addition, the Company encountered some delays in raising sufficient funds for research and development as well as marketing the Company's technology. Therefore, the Company will not meet the financial projections for the first and second quarters 2002. However, the amended press release will provide information on when the Company will expect to achieve the projected revenue for third and fourth quarter.

Item 6. Exhibits and Reports on Form 8-K.

(a)

Exhibits

3.1	Articles of Incorporation, as amended.(1)
3.2	Bylaws.(1)

(1)

Incorporated by reference from the Company's Registration Statement on Form 10-SB, as amended.

(b)

Reports on Form 8-K

None.

SIGNATURES

        In accordance with the requirements of the Securities Exchange Act of 1934, the Registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

Dated: March 18, 2002	CYBERFAST SYSTEMS, INC.
	By:	/s/  ROGER PAWSON Roger Pawson Chief Executive Officer, Chairman of the Board and Principal Financial and Accounting Officer

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APPLICABLE ONLY TO CORPORATE ISSUERS
PART I. FINANCIAL INFORMATION
CYBERFAST SYSTEMS, INC. AND SUBSIDIARIES CONDENSED CONSOLIDATED BALANCE SHEETS
CYBERFAST SYSTEMS, INC. AND SUBSIDIARIES CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
CYBERFAST SYSTEMS, INC. AND SUBSIDIARIES CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
Basis of Presentation
Organization and Capitalization
Business
Use of Estimates
Net Loss Per Common Share
Plan of Operations
PART II—OTHER INFORMATION
SIGNATURES