8-K/A 1 d777681.txt CURRENT REPORT SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 AMENDMENT NO. 1 ON FORM 8-K/A CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): July 31, 2001 ------------- MONSTERDAATA, INC. -------------------------------------------------------- (Exact name of registrant as specified in its charter) Delaware 33-1599 22-2732163 ---------------------------- ------------ ------------------- (State or other jurisdiction (Commission (I.R.S. Employer of incorporation) File Number) Identification No.) 32 East 31st Street, 9th Floor, New York, New York 10016 ---------------------------------------------------- -------------- (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code: (212) 447-2000 -------------- 1 CURRENT REPORT ON FORM 8-K/A MONSTERDAATA, INC. July 31, 2001 This Amendment No. 1 amends Item 7 of the Current Report on Form 8-K dated July 31, 2001 (the "Current Report"), of MonsterDaata, Inc., a Delaware corporation ("MonsterDaata"), filed with the Securities and Exchange Commission on August 15, 2001, relating to the merger of NeighborhoodFind.com, LLC ("NeighborhoodFind") with and into MonsterDaata, to include the information set forth below: Item 7. Financial Statements, Pro Forma Financial Information and Exhibits (a) Financial Statements of Businesses Acquired. Page ---- Independent Auditors' Report..........................................3 Financial Statements of NeighborhoodFind Balance Sheets - June 30, 2001 (Unaudited), December 31, 2000 ........4 Statements of Operations for the six months ended June 30, 2001 and 2000 (Unaudited), for the year ended December 31, 2000, and the period October 1, 1999 (Inception) through December 31, 1999........6 Statements of Changes in Members' Deficit.............................7 Statements of Cash Flows..............................................9 Notes to Financial Statements........................................11 (b) Pro Forma Financial Information. Introduction to Unaudited Pro Forma Condensed Combined Financial Information. ............................................21 Unaudited Pro forma Condensed Combined Balance Sheet June 30, 2001...22 Unaudited Pro forma Condensed Combined Statement of Operations for the year ended December 31, 2000...............................25 Unaudited pro forma condensed combined statement of operations for the six months ended June 30, 2001.............................27 Notes to Unaudited Pro forma Condensed Combined Financial Information........................................................29 2 INDEPENDENT AUDITORS' REPORT ---------------------------- To the Board of Directors of MonsterDaata, Inc. We have audited the accompanying balance sheet of NeighborhoodFind.com, LLC as of December 31, 2000, and the related statements of operations, members' deficit, and cash flows for the year then ended and for the period October 1, 1999 (Inception) through December 31, 1999 (see Note 1). These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on these financial statements based on our audits. We conducted our audits in accordance with auditing standards generally accepted in the United States of America. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion. In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of NeighborhoodFind.com, LLC as of December 31, 2000 and the results of its operations and its cash flows for the year then ended and for the period October 1, 1999 (inception) through December 31, 1999 in conformity with accounting principles generally accepted in the United States of America. The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note 8, the Company incurred a net loss of $5,034,919 during the year ended December 31, 2000, and net cash flows used to fund operations was $2,994,567. These factors, as well as the uncertain conditions that the Company faces relative to its business model, create substantial doubt as to the Company's ability to continue as a going concern. The financial statements do not include any adjustments that might result from the outcome of these uncertainties. October 5, 2001 /s/Marcum & Kliegman LLP New York, NY ------------------------ Marcum & Kliegman LLP 3 NEIGHBORHOODFIND.COM, LLC BALANCE SHEETS June 30, 2001(Unaudited) and December 31, 2000 ------------------------------------------------------------------------------ ASSETS 2001 2000 ------------------------- (Unaudited) CURRENT ASSETS -------------- Cash and cash equivalents $213,965 $ 34,664 Accounts receivable, less allowance for doubtful accounts of $21,110 in 2001 and 2000 32,268 39,625 Prepaid expenses and other current assets 2,811 12,795 Advances to employees -- 5,900 ----------- -------- Total Current Assets 249,044 92,984 PROPERTY AND EQUIPMENT, Net 136,122 322,693 ---------------------- OTHER ASSETS 42,185 47,002 ------------ ---------- -------- TOTAL ASSETS $427,351 $462,679 ========== ======== 4 NEIGHBORHOODFIND.COM, LLC BALANCE SHEETS June 30, 2001 (Unaudited) and December 31, 2000 ------------------------------------------------------------------------------ LIABILITIES AND MEMBERS' DEFICIT 2001 2000 ------------------------- (Unaudited) CURRENT LIABILITIES Accounts payable and accrued expenses $ 540,271 $ 904,225 Deferred revenue 1,175,639 1,276,311 Current maturities of notes payable 1,702 42,048 ---------- -------- Total Current Liabilities 1,717,612 2,222,584 NOTES PAYABLE, LESS CURRENT MATURITIES 927,764 899,750 -------------------------------------- ---------- ----------- TOTAL LIABILITIES 2,645,376 3,122,334 COMMITMENTS AND CONTINGENCIES ----------------------------- MEMBERS' DEFICIT (2,218,025) (2,659,655) ---------------- ---------- ----------- TOTAL LIABILITIES AND MEMBERS' DEFICIT $ 427,351 $ 462,679 ========== =========== 5

10 NEIGHBORHOODFIND.COM, LLC NOTES TO FINANCIAL STATEMENTS -------------------------------------------------------------------------------- NOTE 1 - Significant Accounting Policies THE COMPANY NeighborhoodFind.com, LLC ("NFLLC" or the "Company") was formed on May 16, 2000, under the laws of the State of Delaware. NFLLC is the successor entity to NeighborhoodFind.com, Inc. ("NFInc"). The Company operates a web site that offers information on a subscription and non-subscription basis about neighborhoods and communities throughout the United States, including information about local restaurants, real estate, entertainment, businesses and organizations. On June 13, 2000 the Company entered into a series of transactions which had the effect of reorganizing NFInc as follows (the "Reorganization"). o The Company entered into an "Assignment and Assumption Agreement" ("Assignment Agreement") with NFInc whereby assigning all NFInc's assets to the Company and the Company assumed all liabilities of NFInc in exchange for effectively 62% of the Company's membership interests. This transaction is accounted for in accordance with AICPA Practice Bulletin 14 "Accounting and Reporting by Limited Liability Companies and Limited Liability Partnerships" ("Bulletin 14") and is treated as a transfer and exchange of entities under common control. Accordingly, the assets assigned and liabilities assumed were recorded at the amounts which they were stated in the financial statements of NFInc (the "Predecessor") in a manner similar to a pooling of interests. o The Company issued a 10% membership interest to Kenneth Clarry (the Managing Member who is also the majority stockholder of NFInc) in exchange for a note due to the Managing Member in the amount of $343,883 and the assignment of intellectual property to the Company. o The Company sold a 28% membership interest to Avalon Equity Fund LP ("Avalon") for $2,100,000. In connection with the sale, the Company granted warrants to purchase a 5.6% membership interest to two unrelated consultants as a cost of raising capital. The warrants have an exercise price of $5.60. o The Company issued an $800,000 note payable to Commerce Capital L.P. ("Commerce Capital") (See Note 3). In connection with this note the Company granted a warrant to purchase a 3.43% membership interest in the Company for an exercise price of $3.43. This warrant has an estimated fair value of $257,247, which was valued using the Black Scholes option-pricing model. This amount was recorded as a deferred debt discount and is being amortized over the life of the note. 11 NEIGHBORHOODFIND.COM, LLC NOTES TO FINANCIAL STATEMENTS -------------------------------------------------------------------------------- NOTE 1 - Significant Accounting Policies, continued THE COMPANY, continued o The Company also reserved a 5.48% membership interest for stock options held by NFInc's existing employees. These options become exercisable at a termination event, as defined (See Note 7). BASIS OF PRESENTATION The December 31, 2000 Balance Sheet reflects the accounts of NFLLC. For the year ended December 31 2000, the Statements of Operations, Cash Flows and Membership/Stockholders' Deficit include the accounts of NFLLC combined with the predecessor operations of NFInc. For the period October 1, 1999 (Inception) to December 31 1999, the Statements of Operations, Cash Flows and Membership/Stockholders' Deficit include the accounts of NFInc. The Unaudited balance sheet as of June 30, 2001 and the Statements of Operations, Cash Flows and Membership Deficit for the six months then ended include the accounts of NFLLC. REVENUE RECOGNITION Subscription Revenues The Company recognizes subscription revenue on a straight-line basis over the term of the respective agreements, which is typically one (1) year. DEFERRED REVENUE Deferred revenue in the amount of $1,175,639, $1,276,311, and $161,107 at June 30, 2001 (Unaudited), December 31, 2000, and 1999, respectively, represents unearned subscription revenue, which is recognized as income on a monthly basis over the life of the individual subscriptions. PROPERTY AND EQUIPMENT Property and equipment is stated at cost and is being depreciated or amortized using the straight-line method over the estimated useful lives of the assets. Maintenance and repairs are charged to expense as incurred; costs of major additions and betterments are capitalized. When property and equipment is sold or otherwise disposed of, the cost and related accumulated depreciation are eliminated from the accounts and any resulting gain or loss is reflected in operations. 12 NEIGHBORHOODFIND.COM, LLC NOTES TO FINANCIAL STATEMENTS -------------------------------------------------------------------------------- NOTE 1 - Significant Accounting Policies, continued ADVERTISING COSTS Advertising costs are expensed as incurred. Advertising costs were $28,664 and $14,540 for the six months ended June 30, 2001 and 2000 (Unaudited) and $296,942 and $13,306 for the year ended December 31, 2000 and the 1999 period, respectively. Advertising barter transactions are recognized during the period in which the advertisements are displayed on the Company's website. In January 2000, the Company adopted Emerging Issues Task Force ("EITF") 99-17, "Accounting for Advertising Barter Transactions". Based on the stated value of the advertising received, barter revenues would have been valued at $183,395, $0, $157,693 and $0 for the six months ended June 30, 2001 and 2000 (Unaudited), the year ended December 31, 2000, and the period October 1, 1999 (Inception) through December 31, 1999, respectively. However, in accordance with EITF 99-17, barter transactions have been valued at zero because no similar cash transactions with respect to advertising surrendered have occurred within six months prior to the date of the barter transaction. CASH AND CASH EQUIVALENTS The Company considers certain highly liquid investments with original maturities of three months or less when acquired to be cash equivalents. The Company has cash balances in excess of the maximum amounts insured by the FDIC at June 30, 2001 (Unaudited). INCOME TAXES The members of an LLC are taxed on their proportionate share of the Company's taxable income. Accordingly, no provision or liability for Federal and State income taxes has been included in the accompanying financial statements. USE OF ESTIMATES The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from these estimates. STOCK-BASED COMPENSATION Statement of Financial Accounting Standards No. 123, "Accounting for Stock-Based Compensation" ("SFAS No. 123") prescribes accounting and reporting standards for all stock-based compensation plans, including employee stock options, restricted stock, employee stock purchase plans and stock appreciation rights. SFAS No. 123 requires employee compensation expense to be recorded (i) using the new fair value method or (ii) using the existing accounting rules prescribed by Accounting Principles Board Opinion No. 25, "Accounting for Stock 13 NEIGHBORHOODFIND.COM, LLC NOTES TO FINANCIAL STATEMENTS -------------------------------------------------------------------------------- NOTE 1 - Significant Accounting Policies, continued STOCK-BASED COMPENSATION, continued Issued to Employees" ("APB 25") and related interpretations with pro forma disclosure of what net income and earnings per share would have been had the Company adopted the new fair value method. The Company accounts for its employee stock based compensation plans in accordance with the provisions of APB 25. For non-employee options and warrants, the Company uses the fair value method as prescribed in SFAS 123. WEB SITE DEVELOPMENT COSTS Web Site development costs consist principally of payroll and related expenses for development, editorial, systems personnel and consultants; and costs of acquired content, including licensed data. The Company follows the provisions of Emerging Issues Task Force Issue No. 00-2 "Accounting for Web Site Development Costs", which recognize various stages of a web site: the planning stage, the development stage, and the operating stages. Costs qualifying for capitalization were not material, and accordingly, all web site development costs were expensed as incurred. NOTE 2 - PROPERTY AND EQUIPMENT Property and equipment consists of the following as of June 30, 2001(Unaudited) and December 31, 2000. June 30, 2001 December 31, Estimated (Unaudited) 2000 Useful Life ------------------------------------------------ Machinery and equipment $ 274,738 $ 391,079 5-7 years Furniture and equipment 15,941 16,701 5-7 years ----------- ----------- 290,679 407,780 Less: Accumulated depreciation (154,557) (85,087) --------- ---------- Property and Equipment, Net $ 136,122 $ 322,693 ========== ========== 14 NEIGHBORHOODFIND.COM, LLC NOTES TO FINANCIAL STATEMENTS -------------------------------------------------------------------------------- NOTE 2 - PROPERTY AND EQUIPMENT, continued Depreciation and amortization expense were $69,469 and $18,918 for the six months ended June 30, 2001 and 2000 (Unaudited) and $79,995 and $5,092 for the year ended December 31, 2000 and the 1999 period, respectively. NOTE 3 - NOTES PAYABLE Notes payable at June 30, 2001 (Unaudited) and December 31, 2000 consist of the following:

15 NEIGHBORHOODFIND.COM, LLC NOTES TO FINANCIAL STATEMENTS ------------------------------------------------------------------------------ NOTE 3 - NOTES PAYABLE, continued (a) These loans were personally guaranteed by the Managing Member until May 10, 2001 (se e Note 4). (b) The Company granted a warrant to purchase a 2.17% membership interest in the Company for an exercise price of $2.17. This warrant has an estimated fair value of $58,376, which was valued using the Black Scholes option-pricing model. This amount was recorded as a deferred debt discount and is being amortized over the life of the note. Aggregated maturities of long-term debt as of December 31, 2000 consist of the following: For the Year Ending December 31, Amount ----------------------------------- 2001 $ 42,048 2002 7,041 2003 -- 2004 -- 2005 1,180,000 Thereafter -- Total 1,229,089 Less: Deferred Debt Discount (287,291) --------- $ 941,798 ========= NOTE 4 - MEMBERSHIP DEFICIT The following summarizes the activity in the membership deficit accounts of the Company for the period June 13, 2000 through June 30, 2001 (unaudited). The Company issued various classes of membership interests which are described in (a) (b) and (c) below. The determination of the percentage of membership interest acquired and owned at various times was based on agreements between the members. The allocated losses to the various members for the periods June 13, 2000 to December 31, 2000 and January 1, 2001 to June 30, 2001 (unaudited) was based on agreements between the members. 16

17 NEIGHBORHOODFIND.COM, LLC NOTES TO FINANCIAL STATEMENTS ------------------------------------------------------------------------------ NOTE 4 - MEMBERSHIP DEFICIT, continued (a) Class PV This class is entitled to (i) preferred yield as defined in the agreement (ii) a priority return of contributed capital (iii) participation in general distributions, (iv) vote, grant, or withhold consents on all matters on which members are to vote or consent. (b) Class PNV This class is entitled to (i) priority distributions (subordinate to and/or pari-passu with Class PV, but prior to all other classes, (ii) participation in general distributions with no voting rights (c) Class CV, CNV, and EONVD These classes are entitled to distributions after Class PV and PNV, with no voting rights NOTE 5 - COMMITMENTS AND CONTINGENCIES OPERATING LEASE ARRANGEMENTS The Company currently leases office space under a noncancelable operating lease expiring in June 2002. The lease provides for minimum rental payments plus additional rent increases based upon increases in the consumer price index (CPI). Future aggregate minimum rental payments as of December 31, 2000 under this lease is as follows: Year Ending December 31, Amount --------------------------------- 2001 $119,000 2002 0059,000 ---- -------- $178,000 ======== Rental expense for the six months ended June 30, 2001 and 2000 (unaudited) was approximately $49,500 and $22,000, respectively. Rental expense for the year ended December 31, 2000 and the period October 1, 1999 (inception) through December 31, 1999 was approximately $56,775 and $9,600, respectively. 18 NEIGHBORHOODFIND.COM, LLC NOTES TO FINANCIAL STATEMENTS ------------------------------------------------------------------------------ NOTE 6 - DEFINED CONTRIBUTION PLAN The Company has a defined contribution pension plan covering all eligible employees of the Company. Participants are permitted to make elective deferrals in any amount from 1% to 15% of their compensation. Employer contributions to the plan are at the discretion of management. Through June 30, 2001 the Company did not contribute to the plan. NOTE 7 - OPTION PLAN 2000 Incentive Plan: On June 13, 2000 the Company adopted an incentive plan (the "2000 Plan"). The 2000 Plan provides that options may be granted to employees, officers, directors and consultants to purchase shares of membership interests. All incentive options granted under the Plan will have an exercise price of not less than the fair market value of the underlying membership interest at the time of grant, and all non-incentive options granted under the Plan will have an exercise price of not less than 100% of the fair market value of the membership interest at the time of grant. The board of directors (or any duly appointed committee thereof) determines the vesting period of the options upon the granting of the options. The total percentage of membership interest for which options may be granted under the Plan is 15% (1,500,000 shares). No option may be granted under the Plan after June 12, 2010. During the year-ended December 31, 2000, the Company granted options to purchase 140,433 shares to its employees with an exercise price of $0.75 per share. As of December 31, 2000, 119,533 options are outstanding which are exercisable only immediately prior to and in contemplation of a termination event (as defined in the Plan). Since such termination event had not occurred as December 31, 2000, none of the options are exercisable as of that date. When such options become exercisable, pursuant to the occurrence of a termination event, their value, calculated pursuant to a fair value method under SFAS 123, will be recorded as additional purchase price consideration by the acquirer (see note 9). Activities under the 2000 Plan are as follows: Number Weighted of Average Options Exercise Price ----------------------------- BALANCE - December 31, 1999 -- -- Options granted 140,433 $0.75 Options cancelled 20,900 $0.75 Options exercised 0 $0.75 ------- ----- BALANCE - December 31, 2000 119,533 $0.75 ======= ===== EXERCISABLE - December 31, 2000 0 $0.75 19 NEIGHBORHOODFIND.COM, LLC NOTES TO FINANCIAL STATEMENTS ------------------------------------------------------------------------------ NOTE 8- GOING CONCERN UNCERTAINTY As shown in the accompanying financial statements, the Company incurred a net loss of $5,034,919 during the year ended December 31, 2000, and net cash flows used to fund operations was $2,994,567. These factors, as well as the uncertain conditions that the Company faces relative to its business model, create substantial doubt as to the Company's ability to continue as a going concern. The Company is developing a business model which it believes will generate profits and positive cash flows from operations. The ability of the Company to continue as a going concern is dependent upon the success of this business model. There can be no assurance that the Company will be successful in developing this business model. The financial statements do not include any adjustments to the financial statements that might be necessary should the Company be unable to continue as a going concern. NOTE 9 - SUBSEQUENT EVENTS On July 31, 2001 the Company completed a merger with MonsterDaata, Inc. ("MSRD") whereby the Company exchanged all of its membership interests for 590,259 shares of MSRD Common Stock, 297,262 shares Series D Convertible Preferred Stock (initially convertible into 8 shares of MSRD Common Stock), and warrants to purchase 2,425,034 of MSRD Common Stock at an exercise price of $1.25 per share. At the time of the merger, Avalon had a 93% membership interest and Commerce Capital had a 7% membership interest. Additionally, MSRD has reserved stock options to purchase 1,283,576 shares of its common stock (with an exercise price equal to the fair value of the common stock) to be exchanged for the options and warrants to purchase NFLLC's membership interests held by existing Company employees and consultants (Note 1). NOTE 10 - INTERIM FINANCIAL INFORMATION The accompanying unaudited financial statements have been prepared in accordance with generally accepted accounting principles for interim financial information and should be read in conjunction with NeighborhoodFind.com, LLC's audited financial information. 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 considered necessary for a fair presentation have been included. Such adjustments are of a normal recurring nature. Operating results for the six months ended June 30, 2001 and 2000 are not necessarily indicative of the results that may be expected for any other period or for a full fiscal year. 20 MONSTERDAATA, INC. INTRODUCTION TO UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION The following Unaudited proforma condensed combined balance sheet as of June 30, 2001 and the Unaudited pro forma condensed combined statements of operations for the year ended December 31, 2000 and for the six months ended June 30, 2001, are based on the historical financial statements of MonsterDaata, Inc. and NeighborhoodFind.com, LLC. and give effect to the proforma adjustments described herein as though the acquisition of NeighborhoodFind.com LLC. dated July 31, 2001 had been consummated at June 30, 2001 for the Unaudited condensed combined balance sheet and at January 1, 2000 and January 1, 2001 for the Unaudited condensed combined statements of operations for the year ended December 31, 2000 and the six months ended June 30, 2001, respectively. The Unaudited pro forma condensed combined financial statements should be read in conjunction with the notes thereto and with the historical financial statements of MonsterDaata, Inc., as filed in its annual report on Form 10-KSB and previously filed Form 10-QSB and the historical financial statements of NeighborhoodFind.com, LLC. included elsewhere herein. The Unaudited pro forma combined financial statements are not necessarily indicative of the Company's combined financial position or results of operations that would have been achieved had the acquisition been consummated at June 30, 2001 for the Unaudited condensed combined balance sheet, and at January 1, 2000 and 2001 for the Unaudited condensed combined statements of operations for the year ended December 31, 2000 and the six months ended June 30, 2001, respectively. Under the terms of a merger agreement dated July 31, 2001, MonsterDaata, Inc. purchased all of the issued and outstanding membership interest of NeighborhoodFind.com, LLC. The pro forma adjustments reflect the transaction using the purchase method of accounting, and are based on available information and certain estimates and assumptions set forth in the notes to the unaudited pro forma condensed combined financial information. MonsterDaata, Inc. will establish a new basis for NeighborhoodFind.com, LLC's assets and liabilities based upon an allocation of the fair value of the acquisition. The unaudited pro forma financial information reflects MonsterDaata, Inc.'s best estimates; however, the actual amounts may differ from the pro forma amounts. 21

29 (a) Based upon independent valuation by Charter Capital Advisors, Inc. (b) The contingent stock issuances have been recorded using the fair value of the stock at the date of acquisition multiplied by the maximum number of shares that could be issued pursuant to the contingency. (c) Calculated using Black Scholes option-pricing model. (d) Identifiable intangible assets include: customer list, database, content, web site, domain name and logos. PRO FORMA CONDENSED COMBINED STATEMENT OF OPERATIONS ADJUSTMENTS FOR THE YEAR ENDED DECEMBER 31, 2000 No. Account Description Debit Credit -------------------------------------------------------------------------------- [2] Amortization of Intangibles $1,282,000 $ -- Other Intangibles -- 1,282,000 ---------- ---------- $1,282,000 $1,282,000 ========== ========== To record amortization of identifiable intangibles, which are being amortized on a straight-line basis over an estimated average useful life of 2-1/2 years. [3] Cash $ 23,641 $ -- Interest expense -- 23,641 ---------- ---------- $ 23,641 $ 23,641 ========== ========== 30 PROFORMA CONDENSED COMBINED STATEMENT OF OPERATIONS ADJUSTMENTS FOR THE SIX MONTHS ENDED JUNE 30, 2001 No. Account Description Debit Credit -------------------------------------------------------------------------------- To record the reduction in interest on Commerce Capital notes from 13% to 8% per annum June 13th Note Payable $800,000 Interest expense at 13% 57,271 Interest expense at 8% 35,244 --------- 22,027 November 30th Note Payable 380,000 Interest expense at 13% 4,196 Interest expense at 8% 2,582 --------- 1,614 Total interest expense reduction $ 23,641 ========= [4] Deemed Dividend $ 208,083 $ -- Dividends Payable -- 208,083 --------- -------- $ 208,083 $208,083 ========= ======== To record 7% cumulative dividends on Series D Preferred Stock ($2,972,620 x 7% = $208,083) 31

32 SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. MONSTERDAATA, INC. Dated: October 23, 2001 By: /s/ Harold S. Blue --------------------------------- Harold S. Blue Vice Chairman 33

MONSTERDAATA COM INC 8-K/A