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MAGICAL MARKETING, INC.
213-380 Pelissier Street
Windsor, Ontario N9A 6W8
Canada
Information Statement
Pursuant to Section 14(f)
of the Securities Exchange Act of 1934
and Rule 14f-1 thereunder
********
INTRODUCTION
This Information Statement is being mailed on or before July 27, 2000, to
holders of record on such date, of shares of Common Stock ("Common Stock") of
Magical Marketing, Inc., a Wyoming corporation (the "Company"). This Information
Statement is being delivered to provide information regarding anticipated
changes in the membership of the Board of Directors of the Company, and is
provided for information purposes only. No action on your part is sought or
required.
On June 30, 2000, the Company signed a Plan of Merger, dated as of June 30, 2000
(the "Plan") with ISEmployment.com, Inc. ("ISEmployment.com") whereby
ISEmployment.com's shareholder agreed to receive 400,000 shares of newly issued
common stock of the Company (the "Shares") in exchange for all of the issued and
outstanding shares of ISEmployment.com. The transaction with ISEmployment.com
will be a private placement transaction in reliance upon an exemption from
registration under the Securities Act of 1933.
The transaction will result in a change in control of the Company because
following its exchange of the Shares, ISEmployment.com's shareholder will own
approximately 66.66% of the issued and outstanding Common Stock of the Company.
ISEmployment.com is acquiring control of the Company in anticipation of
operating as a Section 12 fully reporting company, pursuant to the rules and
regulations promulgated under the Securities Exchange Act of 1934 (the "Exchange
Act").
The obligation of ISEmployment.com to consummate the Plan and accompanying
transactions is subject to the satisfaction of certain conditions. One such
condition to the obligations of ISEmployment.com is that Daniel L. Hodges
resigns his position as an officer and director of the Company at the time of
the closing under the plan and take all steps necessary to appoint the persons
designated by ISEmployment.com under the Plan to become the officers and
directors of the Company. Upon the closing under the Plan, ISEmployment.com will
cease to exist.
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DESIGNEE OF ISEmployment.com
TO THE COMPANY'S BOARD OF DIRECTORS
The following table sets forth certain information with respect to the persons
designated by ISEmployment.com to become the Company's Board of Directors to
serve as directors until their respective successors are elected and qualify.
Under the Plan, David L. Hodges has agreed to resign at the Closing.
<TABLE>
<CAPTION>
Name and Address Age Number of Shares Beneficially Owned and
Percentage of Class
<S> <C> <C> <C>
Frank Ulakovich 29 200,000 33%
Windsor, Ontario
Scott Murray 31 200,000 33%
Windsor, Ontario
</TABLE>
OFFICERS
The names, addresses and titles of the persons who, upon the effective date of
the Plan, shall be the officers of the Company, and who shall hold their offices
at the pleasure of the board are as follows:
<TABLE>
<CAPTION>
Name and Address Age Title(s)
<S> <C> <C>
Frank Ulakovich 29 Chairman of the Board, Co-CEO and
Windsor, Ontario Secretary
Scott Murray
Windsor, Ontario 31 President, Co-CEO and Treasurer
</TABLE>
BIOGRAPHICAL INFORMATION WITH RESPECT TO
PROPOSED DIRECTORS AND OFFICERS
Scott Murray has served as a director of ISEmployment.com, Inc. since its
inception and became Co-Chief Executive Officer at that time. Mr. Murray has
served as President of International Technical Recruiting (ITR), a
traditional recruitment and placement firm that represents many Fortune 500
companies from 1995 through the first quarter of 2000. Mr. Murray was a
Co-Founder of ITR, which was established in the year 1995. Mr. Murray has
also assumed the role of Chief Financial Officer of the Company until a
suitable replacement can be found. Mr. Murray is a co-founder of the
Company. Mr. Murray will share part of his responsibilities with his
Co-Chief Executive Officer Mr. Ulakovich; these responsibilities include
strategic planning, quality control and management of the Company's
personnel. Mr. Murray serves Chairman of the Society of Manufacturing
Engineers and holds a seat on the Regional Committee for the Society of
Manufacturing Engineers.
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Frank Ulakovich has served as a Chairman of the Board of ISEmployment.com,
Inc. since its inception and became Co-Chief Executive Officer at that time.
Mr. Murray has served as Vice-President Technical Recruiting of International
Technical Recruiting (ITR), a traditional recruitment and placement firm that
represents many Fortune 500 companies from 1995 through the first quarter of
2000. Mr. Murray directed the operations and expansion of ITR's technical
division with the assistance and guidance of Mr. Murray. Mr. Murray was a
Co-Founder of ITR, which was established in the year 1995. Mr. Ulakovich
will share part of his responsibilities with his Co-Chief Executive Officer
Mr. Murray; these responsibilities include strategic planning, quality
control and management of the Company's personnel. Mr. Ulakovich is a former
President of the Canadian Information Processing Society. Mr. Ulakovich was
a professor of Information Systems at Saint Clair College.
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL
OWNERS AND MANAGEMENT
The following table sets forth as of June 29, 2000, information with respect to
the beneficial ownership of the Company's outstanding Common Stock by (i) each
director and executive officer of the Company, (ii) all directors and executive
officers of the Company as a group, and (iii) each shareholder who was known by
the Company to be the beneficial owner of more than 5% of the Company's
outstanding Common Stock. Except as otherwise indicated, the persons or entities
listed below have sole voting and investment power with respect to all shares of
Common Stock beneficially owned by them.
<TABLE>
<CAPTION>
Number of Percent of
Name and Address Shares Owned Beneficially Class Owned
<S> <C> <C>
Daniel L. Hodges
Tucson, Arizona 800,000 80%
All directors and
executive officers
as a group (1 person) 800,000 80%
</TABLE>
Change in Control
Upon closing under the Plan, Mr. Hodges will remit all his shares of the Company
back to the treasury for cancellation and ISEmployment.com shareholders will own
400,000 shares, then representing approximately 66% of the Company's issued and
outstanding Common Stock. As a result, a change in control of the Company will
have occurred.
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MANAGEMENT
The directors and executive officers currently serving the Company are as
follows:
<TABLE>
<CAPTION>
Name Age Positions Held and Tenure
<S> <C> <C>
Daniel L. Hodges 34 President and Sole Director since
inception
</TABLE>
There are no family relationships between any of the present directors or
officers of the Company.
The Company has no standing audit, nominating or compensation committees of the
board of directors, or any committees performing similar functions.
The Company's board of directors has not held any formal meetings during the
current fiscal year.
EXECUTIVE COMPENSATION
At inception of the Company, its Director and Officer, Daniel L. Hodges received
800,000 shares of Common Stock valued at $0.001 per share in consideration of
pre-incorporation services rendered to the Company related to investigating and
developing the Company's proposed business plan and capital structure, and
completion of the incorporation and organization of the Company. No officer or
director has received any other remuneration. Although there is no current plan
in existence, it is possible that the Company will adopt a plan to pay or accrue
compensation to its sole officer and director for services related to seeking
business opportunities and completing a merger or acquisition transaction. See
"Certain Relationship and Related Transactions." The Company has no stock
option, retirement, pension, or profit-sharing programs for the benefit or
directors, officers or other employees, but the Board of Directors may recommend
adoption of one or more such program in the future.
MARKET FOR THE COMPANY'S SECURITIES
There is no public market for Magical Marketing, Inc.'s Common Stock. The
Magical Marketing, Inc.'s Common Stock may be traded in the over-the-counter
market in the near future, however, there can be no assurance as to the price at
which trading in Magical Marketing, Inc.'s Common Stock will occur.
AVAILABLE INFORMATION
With respect to financial and other information relating to Magical Marketing,
Inc. is required to file annual and periodic reports with the Securities and
Exchange Commission pursuant to the Securities Exchange Act of 1934. Copies of
such reports may be inspected by anyone without
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charge at the public reference facilities maintained by the Commission at 450
Fifth Street, N.W., Room 1024, Washington, D.C. 20549, and copies may be
obtained from the Commission at prescribed rates. In addition, Magical
Marketing, Inc. will provide without charge, upon the request of any
stockholder, a copy of its Quarterly Report on Form 10-QSB for the quarter ended
March 31, 2000, has been filed with the Commission. Any such requests should be
directed to the President of Magical Marketing, Inc. Following the closing of
this transaction, the Company's such reports may be obtained by writing to Mr.
Scott Murray at 213-380 Pelissier Street, Windsor, Ontario N9A 6W8, Canada.
No officer, director, promoter, or affiliate of the Company has or proposes to
have any direct or indirect material interest in any asset proposed to be
acquired by the Company through security holdings, contracts, options, or
otherwise.
The Company maintains an office at 5505 Indian Trail, Tucson, Arizona. Upon the
closing, the offices will be located at 213-380 Pelissier Street, Windsor,
Ontario N9A 6W8, Canada.
THIS INFORMATION STATEMENT IS PROVIDED TO YOU
FOR INFORMATION PURPOSES ONLY. NO ACTION ON YOUR
PART IS SOUGHT OR REQUIRED.
July 27, 2000
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