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10QSB 1 f050523cyber10qsbfinal.htm 10QSBCYBER03312005 <DOCUMENT>

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

Form 10-QSB

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

For the quarterly period ended March 31, 2005

[ ]	TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

Commission File Number: 333-87696

Cyber Law Reporter, Inc.
(Name of small business issuer in its charter)

Texas
(State or other jurisdiction of incorporation or organization)

76-0636625

I.R.S. Employer Identification No.)

1207 Wisterwood, Houston, Texas
(Address of principal executive offices)

77043
(Zip Code)

Issuer's telephone number (713) 249-1428

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. [X] Yes [ ] No .

State the number of shares outstanding of each of the issuer's classes of common equity, as of the latest practicable date. 2,570,000 as of May 16, 2005.

Transitional Small Business Disclosure Format (check one): Yes [ ] No [ X ]

TABLE OF CONTENTS

		Page

Part I	Financial Information
	Item 1 – Financial Statements	3
	Item 2 – Management’s Discussion and Analysis or Plan of Operation	11
	Item 3 – Controls and Procedures	15

Part II	Other Information
	Item 1 – Legal Proceedings	16
	Item 2 – Changes in Securities	16
	Item 3 – Defaults Upon Senior Securities	16
	Item 4 – Submission of Matters to a Vote of Security Holders	16
	Item 5 – Other Information	16
	Item 6 – Exhibits and Reports on Form 8-K	16
Signatures		17
Exhibits		attached

CYBER LAW REPORTER, INC.

(A DEVELOPMENT STAGE COMPANY)

BALANCE SHEETS

	March 31,	December 31,
	2005	2004
	(unaudited)
ASSETS

CURRENT ASSETS

Cash and cash equivalents	$ 100	$ 100

TOTAL CURRENT ASSETS	100	100


TOTAL ASSETS	$ 100	$ 100

LIABILITIES AND SHAREHOLDERS’ (DEFICIT) EQUITY

CURRENT LIABILITIES

Accounts payable	$ 3,088	$ 2,546
Accounts payable - related parties	14,443	11,897

TOTAL CURRENT LIABILITIES	17,531	14,443

SHAREHOLDERS' (DEFICIT) EQUITY

Common stock $0.001 par value, 50,000,000 shares authorized; 2,570,000 shares issued and outstanding	2,570	2,570
Additional paid-in capital	206,474	206,474
Deficit accumulated during the development stage	(226,475)	(223,387)

TOTAL SHAREHOLDERS' (DEFICIT) EQUITY	(17,431)	(14,343)

TOTAL LIABILITIES AND SHAREHOLDERS' (DEFICIT) EQUITY	$ 100	$ 100

See accompanying notes.

CYBER LAW REPORTER, INC

(A DEVELOPMENT STAGE COMPANY)

STATEMENTS OF OPERATIONS

(unaudited)

	3 months	3 months	Inception
	ended	ended	To-date
	March 31,	March 31,	3/2/00-
	2005	2004	3/31/05


REVENUES	$ -	$ -	$ 100

EXPENSES
Accounting and legal services	2,578	2,006	23,384
General and administrative	510	30	6,476
Related party expenses (income):
… Management and consulting services	-	-	443,600
… Product planning	-	-	11,000
… Interest expense	-	-	26,513
… Forgiveness of debt, net of asset writeoff	-	-	(284,398)

	3,088	2,036	226,575

NET LOSS	$ (3,088)	$ (2,036)	$ (226,475)


BASIC AND DILUTED NET LOSS PER SHARE	$ nil	$ nil	$ (0.09)

WEIGHTED AVERAGE NUMBER OF
SHARES OUTSTANDING	2,570,000	2,570,000	2,466,339

See accompanying notes.

CYBER LAW REPORTER, INC.

(A DEVELOPMENT STAGE COMPANY)

STATEMENT OF CHANGES IN SHAREHOLDERS’ (DEFICIT) EQUITY

FOR THE THREE MONTHS ENDED MARCH 31, 2005

(unaudited)

	Common Stock Shares	Common Stock Amount	Additional Paid-In Capital	Deficit Accumulated During the Development Stage	Total

BALANCE, December 31, 2004	2,570,000	$ 2,570	$ 206,474	$ (223,387)	$ (14,343)

Net Loss	-	-	-	(3,088)	(3,088)


BALANCE, March 31, 2005	2,570,000	$ 2,570	$ 206,474	$ (226,475)	$ (17,431)

See accompanying notes.

CYBER LAW REPORTER, INC.

(A DEVELOPMENT STAGE COMPANY)

STATEMENTS OF CASH FLOWS

(unaudited)

3 months	3 months	Inception
ended	ended	To-date
March 31,	March 31,	3/2/00-
2005	2004	3/31/05

CASH FLOW FROM OPERATING ACTIVITIES

Net Loss	$ (3,088)	$ (2,036)	$ (226,475)
Adjustments to reconcile net loss to net cash
used by operating activities:
Note and accrual payable to shareholder	-	-	0
Writeoff of assets	-	-	162,115
Common stock issued for services	-	-	37,570
Changes in Operating Assets and Liabilities:
Accounts payable	3,088	2,006	17,531

Net Cash Used by Operating Activities	-	(30)	(9,259)

CASH FLOW FROM INVESTING ACTIVITIES

Software development	-	-	(12,115)

Net Cash Used by Investing Activities	-	-	(12,115)

CASH FLOW FROM FINANCING ACTIVITIES

Common stock issued for cash	-	-	21,474

Net Cash Provided by Financing Activities	-	-	21,474

NET INCR(DECR) IN CASH AND CASH EQUIVALENTS

100

(30)

100

CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD

100

CASH AND CASH EQUIVALENTS AT END OF PERIOD

$ 100

$ 34

$ 100

SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION:

Cash paid for:
Interest	$ -	$ -	$ -
Income Taxes	$ -	$ -	$ -

Non cash activities:
Common stock issued to IBF for:
… services (shown above)	$ -	$ -	$ 11,000
… software development	$ -	$ -	$ 109,000
… equipment	$ -	$ -	$ 5,000
Common stock for services (shown above)	$ -	$ -	$ 26,570
Common stock for equipment	$ -	$ -	$ 11,000
Common stock for software development	$ -	$ -	$ 25,000
Equipment depreciation for software development	$ -	$ -	$ 16,000

See accompanying notes.

CYBER LAW REPORTER, INC.

(A DEVELOPMENT STAGE COMPANY)

NOTES TO FINANCIAL STATEMENTS

MARCH 31, 2005

(unaudited)

NOTE A - BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

ORGANIZATION AND BASIS OF PRESENTATION – Cyber Law Reporter, Inc., (A Development Stage Company) (“the Company”) was incorporated in Texas on March 2, 2000 for the purpose of developing and delivering online legal information services to businesses and consumers. The Company registered as a reporting company under the Securities Act of 1933 by filing a report on form SB-2 that became effective August 6, 2002.

Effective December 31, 2003, the Board of Directors determined that a change of business purpose is in the best interests of the shareholders and reached agreement with the Company’s Chairman and CEO for him to forgive the debt owed to him in exchange for the assets and intellectual property of the Company related to the old business plan. See Note C below. On April 15, 2005, the Company entered into a non-binding letter of intent for the purchase of certain oil and gas interests of Bright Hawk Energy, LLC. See Note F below.

CONDITIONS AFFECTING ONGOING OPERATIONS – As of March 31, 2005, the Company had not commenced commercial operations, is a development stage enterprise, and has devoted substantially all of its efforts to product development, financial planning, raising capital and identifying business opportunities. The Company is subject to the risks associated with development stage companies that lack working capital, operating resources and contracts, cash and ready access to the credit and equity markets. Without additional funding, the Company will be unable to complete its development and commence operations. The Company hopes to obtain additional debt and equity financing from various sources in order to finance its operations and to grow through merger and acquisition opportunities. However, the Company is currently dependent upon external or shareholder debt and equity financing to continue its current level of activities. The Company's internally generated cash flows have historically been and continue to be insufficient for the Company's cash needs. For the present and foreseeable future the Company will be required to obtain additional debt or equity financing to remain in business. New debt or equity capital may contain provisions that could suppress future stock prices further, or cause significant dilution to current shareholders and increase the cost of doing business. In the event the Company is unable to obtain additional debt and equity financing, the Company may not be able to continue its operations. Because the Company has no working capital, current operating costs are being met by Goldbridge Capital LLC, a company related by common ownership.

On April 15, 2005 the Company received a financing commitment in the amount of $5 million from Goldbridge Capital, LLC to be provided under the provisions of Rule 415 as a Discretionary Drawdown Offering. See Note F below. Prior to being able to access this financing the Company must file a registration statement with the SEC registering the shares to be sold under Rule 415. Prior to the registration of these shares, the SEC requires that a market exists for the Company’s shares. Consequently an application has been submitted by a market maker for a listing on the over-the-counter bulletin board operated by the National Association of Securities Dealers, (“NASD”). There can be no assurance that the NASD will approve the application nor that the SEC will approve the Company’s registration statement when filed, nor that any funds can be raised under the Discretionary Drawdown Offering after the registration is effective, if ever.

The Company’s continuation as a going concern is dependent upon its ability to generate sufficient cash flow to meet its obligations on a timely basis, to obtain additional financing or refinancing as may be required, and ultimately to attain profitability.

MANAGEMENT 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 disclosures of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. While it is believed that such estimates are reasonable, actual results could differ from those estimates.

INTERIM RESULTS - The accompanying unaudited interim consolidated financial statements have been prepared in accordance with generally accepted accounting principles for interim financial information and with the rules and regulations adopted by the United States Securities and Exchange Commission. Accordingly, they do not include all of the information and footnotes required by generally accepted accounting principles for complete financial statements. In the opinion of management, all adjustments (consisting of normal recurring items) considered necessary for a fair presentation have been included. Operating results for the three-month period ended March 31, 2005 are not necessarily indicative of the results that may be expected for the entire year or any interim period. For further information, refer to the financial statements and notes thereto included in the annual report on Form 10-KSB of the Company for the year ended December 31, 2004.

CASH AND CASH EQUIVALENTS – The Company considers all highly liquid debt instruments having maturities of three months or less at the date of purchase to be cash equivalents.

SOFTWARE DEVELOPMENT COSTS – In accordance with generally accepted accounting principles, the development stage costs incurred for the Company’s internal-use software and website had been capitalized. On December 31, 2003 the Company abandoned its original business plan and exchanged the software it had developed and other assets related to the original business plan in return for forgiveness of its debt owed to its Chairman and CEO. See Note C below.

EQUIPMENT – Equipment was carried at original cost or adjusted net realizable value, as applicable. On December 31, 2003 the Company abandoned its original business plan and exchanged the equipment and other assets related to the original business plan in return for forgiveness of its debt owed to its Chairman and CEO. See Note C below.

FINANCIAL INSTRUMENTS – FAIR VALUE – the carrying values of the Company’s financial instruments, which include cash and cash equivalents, accounts payable and debt, approximate their respective fair values.

CONCENTRATIONS OF CREDIT RISK – Financial instruments that may potentially subject the Company to concentrations of credit risk in the future consist principally of trade receivables and cash. The Company places its cash with high credit quality financial institutions. At times in the future, such amounts may exceed the FDIC limits.

REVENUE RECOGNITION – With the abandonment of the Company’s old business plan, the Company has no current business to generate revenues. If the Company successfully acquires oil and gas assets, it will recognize revenues as the oil and gas is produced and sold in compliance with SAB 101.

PRODUCT PLANNING EXPENSES – In accordance with generally accepted accounting principles, the planning stage costs incurred for the Company’s internal-use software and website had been expensed. These costs included personnel charges and consulting fees for conceptual formulation and evaluation of alternatives of search and retrieval methodologies for electronic legal data.

INCOME TAXES – The Company has had losses since inception and, therefore, has not been subject to federal income taxes. As of March 31, 2005 and December 31, 2004, the Company estimates an accumulated net operating loss (“NOL”) carryforward of approximately $226,000 and $223,000, respectively, resulting in a deferred tax asset of approximately $77,000 and $76,000, respectively. These carryforwards begin to expire in 2020. Because U.S. tax laws limit the time during which NOL and tax credit carryforwards may be applied against future taxable income and tax liabilities and the uncertainty that the Company will ever achieve profitability, the Company may not be able to take full advantage of its NOL and tax credits for federal income tax purposes. A valuation allowance has been established to fully offset the deferred tax assets.

LOSS PER SHARE – Loss per share has been calculated using the weighted average number of shares outstanding for the periods shown.

IMPAIRMENT OF LONG LIVED ASSETS – When events or circumstances indicate the carrying value of a long-lived asset may be impaired, the Company uses an estimate of the future undiscounted cash flows to be derived from the remaining useful life of the asset to assess whether or not the asset is recoverable. If the future undiscounted cash flows to be derived over the life of the asset does not exceed the asset's net book value, the Company then considers the discounted net cash flows and estimated fair market value versus carrying value in determining any potential impairment.

With the abandonment of its old business plan, the Company realized value in excess of the full book value of its software and hardware related to its current business plan from the forgiveness of debt owed to its Chairman. See Note C below. The Company has no remaining long-lived assets as of March 31, 2005 or December 31, 2004.

NOTE B - PROPERTY AND EQUIPMENT

Prior to abandoning its original business plan, the Company owned software for internal use that was under development and a computer server. The server had been used for software development. Other computers and office equipment used by the Company are owned by The Internet Business Factory, Inc., (IBF) and charges for such equipment were included in costs billed to the Company by IBF. (At inception, the Company had entered into an agreement with IBF to provide support services, financing, software development, equipment, staff and incubation services for the development of its original business plan. See Note D.) The Company currently rents no office space, but has office space available through its primary founder, Chairman and CEO (Jonathan Gilchrist). On December 31, 2003 the Company abandoned its original business plan and exchanged all assets related to the original business plan in return for forgiveness of its debt owed to its Chairman and CEO. See Note C below.

NOTE C - NOTE AND ACCRUAL PAYABLE TO SHAREHOLDER

Pursuant to a Management Agreement dated March 2, 2000 and amended August 31, 2002, the Company owed its primary founder, Chairman and CEO, $425,250 as of December 31, 2002, under a promissory note payable on demand for management fees due for services rendered to the Company. The August 2002 amendment ended the accrual of $15,000 per month in additional fees as of July 1, 2002 and established the accrual of interest beginning on October 1, 2002, at the rate of 5% per year paid annually on October 1. The note was collateralized with the assets of the Company associated with our online legal services business plan. During 2003 interest of $21,263 accrued on the note. On December 31, 2003 the Company abandoned its original business plan and exchanged all assets related to the original business plan in return for forgiveness of its debt and accrued interest owed to its primary founder, Chairman and CEO.

NOTE D - RELATED PARTY TRANSACTIONS

In addition to the Management Agreement and the exchange of assets for the forgiveness of debt described in Note C and the agreements made on April 15, 2005 as described in Note F, the Company has entered into the following transactions with certain directors, executive officers, shareholders who own beneficially more than 5% of the Company’s shares, members of their immediate family of any of such persons, or any other entities in which such persons beneficially own more than 5%:

At inception, the Company entered into a Management Contract and Business Services Agreement with The Internet Business Factory, Inc. (IBF) to provide support services, financing, software development, equipment, staff and incubation services for the development of its business plan. The Company’s primary founder, CEO and Chairman of the Board is also the founder and CEO of IBF. He is the beneficial owner of over 10% of the Company’s equity and a controlling shareholder of IBF as well. The Company issued 500,000 shares valued at $0.25 per share to IBF at inception for services to be provided. These shares were fully vested and non-forfeitable when issued. Billings for services, equipment payments, and overhead totaling $106,844 were rendered in 2000 and $18,156 in 2001. IBF has supplied personnel for the Company including management, marketing and product development staff. In addition, it has provided or paid for Web development, Web hosting, bandwidth and other development expenses incurred. There were no charges from IBF in 2003 or 2004.

NOTE E - SHAREHOLDERS’ EQUITY

All shares of common stock issued by the Company were fully vested and non-forfeitable when issued. The Company has never issued any options, warrants or other classes of stock.

NOTE F – SUBSEQUENT EVENTS

On April 15, 2005, the Company entered into a non-binding letter of intent for the purchase of certain operating assets of Bright Hawk Energy, LLC. Bright Hawk Energy LLC is owned by the Company’s Acting Principal Accounting Officer, Mr. Carroll. The letter of intent calls for us to pay $500,000 for the assets, which consist of the Elliott Leases located in Shackelford County, Texas. There are currently three wells on the property, two of which are producing and one of which is a disposal well. The letter of intent calls for us to close this transaction on or before July 1, 2005. Prior to the Closing certain conditions must be met. These include the approval of the Company’s Board of Directors after a due diligence review of the assets to be acquired; the listing of the Company’s securities for trading on an over-the-counter market; and the acquisition of the capital necessary to pay for the assets at Closing.

Also, on April 15, 2005 the Company received a financing commitment in the amount of $5 million from Goldbridge Capital, LLC to be provided under the provisions of Rule 415 as a Discretionary Drawdown Offering. The terms of this financing commitment will be set forth in greater detail in the definitive agreements that the Company intends to execute with Goldbridge Capital, including a detailed investment agreement, a registration rights agreement and a warrant agreement. The Company’s President, Mr. Gilchrist, and its Acting Principal Accounting Officer, Mr. Carroll, are both principals of Goldbridge Capital LLC. The Company expects to use the proceeds of this financing to fund its entry into the oil and gas industry. Prior to being able to access this financing the Company must file a registration statement with the SEC registering the shares to be sold under Rule 415. Prior to the registration of these shares, the SEC requires that a market exists for the Company’s shares. Consequently an application has been submitted by a market maker for a listing on the over-the-counter bulletin board operated by the National Association of Securities Dealers, (“NASD”). There can be no assurance that the NASD will approve the application nor that the SEC will approve the Company’s registration statement when filed, nor that any funds can be raised under the Discretionary Drawdown Offering after the registration is effective, if ever.

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

The following discussion should be read along with our financial statements, which are included in another section of this document. This discussion contains forward-looking statements about our expectations for our business and financial needs. These expectations are subject to a variety of uncertainties and risks that may cause actual results to vary significantly from our expectations. The cautionary statements made in this Report should be read as applying to all forward-looking statements in any part of this report.

We were incorporated on March 2, 2000 as a Texas Corporation. Our principal office is located at 1207 Wisterwood, Texas 77043. Any reference in this document to “the Company,” "our", “we” or “us” refers to Cyber Law Reporter, Inc.

Effective December 31, 2003, the Board of Directors determined that a change of business purpose is in the best interests of the shareholders. Subsequent to the close of the first quarter this year, on April 15, 2005, we entered into a non-binding letter of intent for the purchase of certain oil and gas producing assets of Bright Hawk Energy, LLC, an entity owned by our Acting Principal Accounting Officer.

Forward Looking Information

This document contains "forward-looking statements" within the meaning of the Private Securities Litigation Reform Act of 1995. Forward-looking statements may be identified by words such as "expects," "anticipates," "intends," "plans," "believes," "seeks," "estimates," "will" or words of similar meaning and include, but are not limited to, statements about the expected future business and financial performance of the Company. Forward-looking statements are based on management's current expectations and assumptions, which are inherently subject to uncertainties, risks and changes in circumstances that are difficult to predict. Actual outcomes and results may differ materially from these expectations and assumptions due to changes in global political, economic, business, competitive, market, regulatory and other factors. We undertake no obligation to publicly update or review any forward-looking information, whether as a result of new information, future developments or otherwise.

Critical Accounting Policies

Our accounting policies are integral to understanding the results reported. The Securities and Exchange Commission (“SEC”) has issued guidance for the disclosure of “critical accounting policies”. The SEC defines critical accounting policies as those that are most important to the presentation of a company’s financial condition and results of operations and require management’s most difficult, subjective or complex judgments, often as a result of the need to make estimates about the effect of matters that are inherently uncertain.

We follow financial accounting and reporting policies that are in accordance with generally accepted accounting principles in the United States. Not all significant accounting policies require management to make difficult, subjective, or complex judgments. However, the policies noted below could be deemed to meet the SEC’s definition of critical accounting policies.

Evaluation as a going concern – As reflected in the accompanying financial statements, we have incurred continuing losses, have no operations and limited liquidity. These matters, among others, indicate that we may not remain a going concern in the future. Because of this, management is required to evaluate routinely many business decisions that may impact our ongoing operations. Depending upon decisions made by management and our board of directors, we may not remain a going concern in the future. If we do not remain a going concern, our shareholders and creditors will likely not receive a return of their investment or payment for outstanding goods or services.

As of March 31, 2005, we had cash reserves of $100 and no other liquid assets or resources. Our liabilities consisted primarily of accounts payable totaling $17,531. Because the Company has no working capital, current operating costs are being met by Goldbridge Capital LLC. If we do not raise sufficient capital in the next twelve months, we may not be able to successfully implement our new business plan. For the foreseeable future, we will continue to depend upon shareholder loans or investment to fund operations.

We incurred losses of $3,088 and $2,036 during the three months ended March 31, 2005 and 2004, respectively. On a per share basis these losses were less than half a cent during the periods.

If we are unable to procure funding we may not be able to implement our new business plan and may not be able to continue as a going concern.

Plan of Operations

Our current operating expenses are very limited because we do not have any paid employees and very limited operating overhead. Our current expenditure demands primarily relate to maintaining our public reporting requirements. Presently, we are dependent upon shareholder loans, if and when available, to pay expenses. We currently have a shareholder commitment from Mr. Gilchrist, our CEO to fund expenses up to $15,000 in the next twelve months as necessary to cover our basic costs of operations. However, our non-binding letter of intent signed on April 15, 2005 calls for us to pay $500,000 for the oil and gas assets that we are attempting to acquire and to close by July 1, 2005. Our current resources will not be sufficient to cover the costs to implement our new plan and we will need to raise capital in the next few months. We expect to seek financing through one or more of the following:

1.	A private placement of common stock under Reg. D of the Securities Act;
2.	An Equity Line Financing;
3.	A merger with a better-funded company.

On April 15, 2005 we received a financing commitment in the amount of $5 million from Goldbridge Capital, LLC to be provided under the provisions of Rule 415 as a Discretionary Drawdown Offering. Our President, Mr. Gilchrist, and our Acting Principal Accounting Officer, Mr. Carroll, are both principals of Goldbridge Capital. We expect to use the proceeds of this financing to fund our entry into the oil and gas industry. Prior to being able to access this financing we must file a registration statement with the SEC registering the shares that we will then have the option of putting to Goldbridge Capital under the terms of the Agreement. Prior to the registration of shares to be issued under Rule 415, the SEC requires that we have a market for our shares. Consequently, a market maker has applied for a listing on the over-the-counter bulletin board operated by the National Association of Securities Dealers, (“NASD”). There can be no assurance that the NASD will approve the application nor that the SEC will approve our registration statement when filed, nor that any funds can be raised under the Discretionary Drawdown Offering after the registration is effective, if ever.

The terms of this financing commitment will be set forth in greater detail in the definitive agreements that we will enter into with Goldbridge Capital including a detailed investment agreement; a registration rights agreement and a warrant agreement under which we expect to grant warrant rights to Goldbridge representing 10% of the shares we will register for issuance under Rule 415. When the financing has been registered, we will be able to make a series of ‘puts’ to Goldbridge based upon the terms of the Investment Agreement from which we will receive 90% of the lesser of the volume weighted average of the ten lowest VWAP days or the volume weighted average of the ten lowest daily closing bid prices during a twenty day period following each put. The financing commitment will be good for a term of two years from the effective date of our registration of the shares.

Other than the shareholder commitment described above and the Discretionary Drawdown Offering commitment, we have not entered into negotiations with any funding or financing source at this time and we do not know what terms would be available to us under any one of the other financing options. Significant dilution could occur as the result of any future financing and this could reduce the value of our outstanding shares. We cannot project the future level of dilution that may be experienced by investors as a result of our future financings but it could significantly affect the value of our shares.

We will have to succeed in debt or equity financing activities in the months ahead in order to implement the new business plan. While the shareholder commitment discussed above is sufficient to allow us to maintain minimum operations for the next twelve months, if we do not raise additional debt or equity capital soon, it is unlikely that we will remain in business. Since inception, we have experienced negative cash flow from operations and will continue to experience negative cash flow for some time in the future. It is not expected that the internal source of liquidity will improve until significant net cash is provided by operating activities, and until then, we intend to rely upon our shareholder and other external sources for liquidity, if any.

Liquidity and Capital Resources

As of March 31, 2005, we had total assets of $100 and $17,531 in current liabilities. As of December 31, 2004 we had total assets of $100 and $14,443 in current liabilities. We incurred net losses of $3,088 and $2,036 for the three ended March 31, 2005 and 2004, respectively. Cash flow from operating activities for the three months ended March 31, 2005 and 2004 were nil and negative $30, respectively.

As of March 31, 2005 we do not have significant financial commitments or capital requirements we must meet to continue operations, other than $17,531 in accounts payable. Our current expenditure demands primarily relate to maintaining our public reporting requirements. However, our non-binding letter of intent to acquire oil and gas assets calls for us to pay $500,000 to close the acquisition by July 1, 2005. We will need cash to implement this new business plan.

We will have to succeed in our financing activities in the year ahead in order to implement a new business plan. Our working capital requirements and cash flow from operations are expected to vary from quarter to quarter, depending on the success of marketing activities, operating expenses, capital expenditures and other factors. We will need to raise substantial additional capital in order to succeed and to continue in business. Since inception, we have experienced negative cash flow from operations and will continue to experience negative cash flow for some time in the future. It is not expected that the internal source of liquidity will improve until significant net cash is provided by operating activities, and until then, we intend to rely upon our shareholder commitment and other external sources for liquidity, if any. As of March 31, 2005, our sources of external and internal financing are limited. As discussed in our Plan of Operations, on April 15, 2005 we received a financing commitment in the amount of $5 million from Goldbridge Capital, LLC to be provided under the provisions of Rule 415, but there are several time-consuming steps, that are not assured of success, which must be completed before we could consider accessing this facility to raise capital. Therefore, our primary source of capital currently continues to be our founding shareholder, Jonathan Gilchrist and a limited number of accredited investors.

While the shareholder commitment discussed above is sufficient to allow us to maintain minimum operations for the next twelve months, if we do not raise additional funding during the next twelve months, it is unlikely that our Company will be able to survive. It is essential to the success of our planned acquisition that we raise the capital necessary to implement our new business strategy in the next few months.

Our financial statements are prepared using principles applicable to a going concern, which contemplates the realization of assets and liquidation of liabilities in the normal course of business. However, we do not have significant cash or other material liquid assets, nor do we have an established source of revenue sufficient to cover our operating costs and to allow us to continue as a going concern. We may, in the future, experience significant fluctuations in our results of operations. We will be required to obtain additional debt and equity financing or our illiquidity could suppress the value and price of our shares if and when a market for those shares becomes available. However, our future offerings of securities may not be undertaken, and if undertaken, may not be successful or the proceeds derived from these offerings may be less than anticipated and/or may be insufficient to fund operations and meet the needs of our business plan. Our current working capital is not sufficient to cover expected cash requirements for 2005 or to bring us to a positive cash flow position. It is possible that we will never become profitable and will not be able to continue as a going concern.

New Accounting Standards

The Financial Accounting Standards Board has issued many new accounting standards that do not have an impact on us because we have little or no current operations. Should we become active with operations, the decisions made by management and our Board of Directors could result in the our adoption of new accounting standards which could have negative impacts on our financial position, results of operations and cash flows. Because we are not currently operating, we cannot determine which new standards might apply and what impact, if any, the new standards might have.

Item 3. Controls and Procedures.

Within the 90-day period prior to the filing of this report, the company’s management, including the Chief Executive Officer and Acting Principal Accounting Officer, conducted an evaluation of the effectiveness of the design and operation of the company's disclosure controls and procedures as defined in Rule 13a-14(c) of the Securities Exchange Act of 1934. Based on that evaluation, the Chief Executive Officer and Acting Principal Accounting Officer concluded that the company's disclosure controls and procedures were effective as of the date of that evaluation. There have been no significant changes in internal controls, or in factors that could significantly affect internal controls, subsequent to the date the Chief Executive Officer and Acting Principal Accounting Officer completed their evaluation.

PART II - OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS:

There is no current or pending litigation in which we are involved.

ITEM 2. CHANGES IN SECURITIES:

Not Applicable

ITEM 3. DEFAULTS UPON SENIOR SECURITIES:

Not Applicable

ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS:

Not Applicable

ITEM 5. OTHER INFORMATION:

Not Applicable

ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K:

(a)

Exhibits

Exhibit No. 31.1 – Certification Pursuant to 302 of the Sarbanes-Oxley Act of 2002

Exhibit No. 31.2 – Certification Pursuant to 302 of the Sarbanes-Oxley Act of 2002

Exhibit No. 32 – Certification Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

(b)

Reports on Form 8-K during the period of this report

None

SIGNATURES

In accordance with Section 13 or 15(d) of the Exchange Act, the registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

Cyber Law Reporter, Inc.
(Registrant)

By ___/s/ Jonathan C. Gilchrist, President______
(Signature and Title)

Date: May 23, 2005

In accordance with the Securities Act, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.

By ___/s/ James Carroll, Acting Principal Accounting Officer__
(Signature and Title)

Date: May 23, 2005