SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-QSB
(Mark One)
[X] Quarterly report under Section 13 or 15(d) of the Securities Exchange Act
of 1934 for the quarterly period ended June 30, 2000.
[ ] Transition report under Section 13 or 15(d) of the Securities Exchange
Act of 1934 for the transition period from ____________ to ____________
Commission file number: 000-28611
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ISEMPLOYMENT.COM, INC.
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(Exact name of small business issuer as specified in its charter)
Wyoming 86-0970152
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(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)
203-380 Pelissier Street, Windsor, Ontario N9A 6W8
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(Address of principal executive office) (Zip Code)
(800) 641-5627
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(Issuer's telephone number)
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 XX No
---- ----
The number of outstanding shares of the issuer's common stock, $0.001
par value, as of August 10, 2000 was 600,000.
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TABLE OF CONTENTS
PART I - FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS . . . . . . . . . . . . . . . . . . 3
Condensed Balance Sheets as of September 30, 1999
and June 30, 2000 (unaudited) . . . . . . . . . 3
Condensed Statements of Operations
for the Three and Nine Month Periods Ended
June 30, 2000 and 1999 (unaudited) . . . . . . . 4
Condensed Statements of Cash Flows
for the Nine Month Period Ended
June 30, 2000 and 1999 (unaudited) . . . . . . 5
Notes to Unaudited Condensed Financial Statements . . . 6
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS . . . . . . . . . . 8
PART II - OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS . . . . . . . . . . . . . . . . . . . 10
ITEM 2. CHANGES IN SECURITIES . . . . . . . . . . . . . . . . . 10
ITEM 5 OTHER INFORMATION . . . . . . . . . . . . . . . . . . . . 10
INDEX TO EXHIBITS . . . . . . . . . . . . . . . . . . . . . . . . 11
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PART I
ITEM 1. FINANCIAL STATEMENTS
As used herein, the term "Company" refers to ISEMPLOYMENT.COM, INC.
(formerly known as Magical Marketing, Inc.), a Wyoming corporation, and its
subsidiaries and predecessors unless otherwise indicated. Unaudited, condensed
interim financial statements including a balance sheet for the Company as of
the quarter ended June 30, 2000 and statements of operations and statements of
cash flows for the three months and nine months ended and the comparable period
for the preceding year.
ISEMPLOYMENT.COM, INC.
(A Development Stage Company)
<TABLE>
Balance Sheets
<CAPTION>
June 30, September 30,
2000 1999
========= =========
(Unaudited)
<S> <C> <C>
ASSETS
Current Assets:
Cash $ 1,203 $ -
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Total current assets 1,203 -
Deposits 8,442 -
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Total assets $ 9,645 $ -
========= =========
LIABILITIES AND STOCKHOLDERS' DEFICIT
Current Liabilities:
Accounts payable $ 2,200 $ -
Advances payable 44,581 -
Loans payable 214,866 -
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Total current liabilities 261,647 -
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Stockholders' Deficit:
Common stock; $.001 par value;
100,000,000 shares authorized;
600,000 and 1,000,000 shares issued
and outstanding 600 1,000
Paid in Capital (600) 75
Deficit accumulated during the
development stage (252,002) (1,075)
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Total stockholders' deficit (252,002) -
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Total liabilities
and stockholders' deficit $ 9,645 $ -
========= =========
<FN>
See accompanying notes to financial statements
</TABLE>
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ISEMPLOYMENT.COM, INC.
(A Development Stage Company)
<TABLE>
STATEMENT OF OPERATIONS
(Unaudited)
<CAPTION>
Cumulative From
For the Three Months For the Nine Months (February 27, 1997)
Ended Ended Inception through
June 30, June 30, June 30, 2000
--------------------- --------------------- Development
2000 1999 2000 1999 Stage
--------- --------- --------- --------- -----------------
(Proforma) (Proforma)
<S> <C> <C> <C> <C> <C>
Revenues $ - $ - $ - $ - $ -
--------- --------- --------- --------- ---------
Expenses
System development costs 72,725 - 223,429 - 222,549
General and Administrative 5,800 25 27,498 25 29,453
--------- --------- --------- --------- ---------
Net Loss $ 79,525 $ 25 $ 250,927 $ 25 $ 252,002
========= ========= ========= ========= =========
Basic & Diluted loss per share $ .08 $ - $ .25 $ - $ .32
========= ========= ========= ========= =========
Weighted average basic and diluted
Shares outstanding 1,000,000 1,000,000 1,000,000 1,000,000 777,778
========= ========= ========= ========= =========
<FN>
See accompanying notes to financial statements
</TABLE>
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ISEMPLOYMENT.COM, INC.
(A Development Stage Company)
<TABLE>
Statement of Cash Flows
(unaudited)
<CAPTION>
For the Nine Months ended
June 30, September 30,
2000 1999
========= =========
(Proforma)
<S> <C> <C>
Cash flows from operating activities:
Net loss $(250,927) $ (25)
Adjustments to reconcile net loss to
net cash used in operating activities:
System development expenses incurred
by assumption of a related party loan 96,555 -
System development expenses incurred
by assumption of advances payable 44,581 -
Par value in excess of paid in capital (1,955) -
Increase in deposits (8,442) -
Increase in accounts payable 2,200 25
--------- ---------
Net cash used in operating activities (117,108) -
--------- ---------
Cash flows from financing activities:
Proceeds from loans payable 214,866 -
Repayment of a related party loan (96,555) -
Capital contribution by shareholder 880 -
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Net cash provided by financing activities 119,191 -
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Increase in cash 1,203 -
Cash at beginning of period - -
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Cash at end of period $ 1,203 $ -
========= =========
<FN>
See accompanying notes to financial statements
<FN>
Supplemental disclosure of non-cash investing and financing activities:
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ISEmployment.com, Inc. incurred system development expenses by assuming a loan
payable in conjunction with the development of the concept, programming, data
base and web site that are intended to be used by the Company.
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</TABLE>
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ISEMPLOYMENT.COM, INC.
(A Development Stage Company)
NOTES TO FINANCIAL STATEMENTS
As of June 30,2000
NOTE 1 - ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
This summary of accounting policies for ISEmployment.com, Inc.
(the Company) (a development stage company) is presented to assist
in understanding the Company's financial statements. The accounting
policies conform to generally accepted accounting principles and have
been consistently applied in the preparation of the financial statements.
Interim Reporting
The unaudited financial statements as of June 30, 2000 and for the
three and nine month periods then ended reflect, in the opinion of management,
all adjustments (which include only normal recurring adjustments) necessary to
fairly state the financial position and results of operations for the three and
nine months. Operating results for interim periods are not necessarily
indicative of the results for the year ending September 30, 2000.
Organization and Basis of Presentation
The Company was incorporated under the laws of the State of Wyoming on
February 27, 1997. The Company ceased all operating activities during the
period from February 27, 1997 to October 20, 1999 and was considered dormant.
On June 30, 2000, ISEmployment.com, Inc. (ISEmployment), a Delaware
corporation, and Magical Marketing, Inc. (Magical Marketing), merged. Magical
Marketing became the surviving corporation and adopted the name
ISEmployment.com, Inc. The Company issued 400,000 shares of common stock to the
shareholders of the former ISEmployment.com, Inc. corporation and the Company's
majority stockholder cancelled his 800,000 shares of common stock upon the
merger.
Nature of Business
The Company has no products or services that were available as of
June 30, 2000. All expenses were incurred in developing new technology for
web-design which the Company expects to bring to market in the near future.
Cash and Cash Equivalents
For purposes of the statement of cash flows, the Company considers all
highly liquid debt instruments purchased with a maturity of three months or
less to be cash equivalents to the extent the funds are not being held for
investment purposes.
Pervasiveness of Estimates
The preparation of financial statements in conformity with generally
accepted accounting principles required 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 those estimates.
NOTE 2 - INCOME TAXES
Deferred taxes are provided on a liability method whereby deferred
tax assets are recognized for deductible temporary differences and deferred tax
liabilities are recognized for taxable temporary differences. Temporary
differences are the differences between the reported amount of assets and
liabilities and their tax bases. Deferred tax assets are reduced by a valuation
allowance when, in the opinion of management, it is more likely than
not that some portion or all of the deferred tax assets will not be realized.
Deferred tax assets and liabilities are adjusted for the effects of changes in
tax laws and rates on the date of enactment.
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ISEMPLOYMENT.COM, INC.
(A Development Stage Company)
NOTES TO FINANCIAL STATEMENTS
FOR THE THREE AND NINE MONTH PERIODS ENDED JUNE 30, 2000 AND 1999
(Continued)
NOTE 3 - DEVELOPMENT STAGE COMPANY
The Company has not begun principal operations and as is common with a
development stage company, the Company has had recurring losses during its
development stage.
NOTE 4 - COMMITMENTS AND CONTINGENCIES
The Company entered into a five-year lease for office facilities in
Windsor, Ontario on June 1, 2000. The lease is for a yearly rent of $42,000.
The Company has minimal capital resources presently
available to meet obligations that normally can be expected to be incurred by
similar companies, and with which to carry out its planned activities. These
factors raise doubt about the Company's ability to continue as a going concern.
Management is seeking additional equity financing to fund planned operations;
management believes actions currently being taken provide the opportunity for
the Company to continue as a going concern. However, there is no assurance
that the Company will be able to obtain such financing. The accompanying
financial statements do not include any adjustments that might result from the
outcome of this uncertainty.
NOTE 5 - STOCK SPLIT AND OTHER TRANSACTIONS
On October 20, 1999 the Board of Directors authorized a 1,000 for 1
stock split, and changed the authorized number of shares to 100,000,000
shares and the par value to $.001. As a result of the split, an additional
999,000 shares were issued. All references in the accompanying financial
statements to the number of common shares and per-share amounts for 2000
and 1999 have been restated to reflect the stock split.
The Company on June 30, 2000 issued 400,000 shares to the prior
shareholders of ISEmployment.com, Inc. (pre-merger company) and cancelled
800,000 shares of Magical Marketing, Inc. These shares were issued pursuant to
the Plan of Reorganization and Merger.
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ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION
This Quarterly Report contains certain forward-looking statements
within the meaning of Section 27A of the Securities Act of 1933, as amended,
and Section 21E of the Securities Exchange Act of 1934, as amended, which are
intended to be covered by the safe harbors created thereby. Investors are
cautioned that all forward-looking statements involve risks and uncertainty,
including without limitation, the ability of the Company to continue its
expansion strategy, changes in costs of labor, and employee benefits, as well
as general market conditions, competition and pricing. Although the Company
believes that the assumptions underlying the forward-looking statements
contained herein are reasonable, any of the assumptions could be inaccurate,
and therefore, there can be no assurance that the forward-looking statements
included in this Quarterly Report will prove to be accurate. In light of the
significant uncertainties inherent in the forward-looking statements including
herein, the inclusion of such information should not be regarded as are
presentation by the Company or any other person that the objectives and plans
of the Company will be achieved.
As used herein the term "Company" refers to ISEmployment.com, Inc., a
Wyoming corporation and its predecessors, unless the context indicates
otherwise throughout this report.
RESULTS OF OPERATIONS
FOR THE THREE MONTHS ENDED JUNE 30, 2000 AND 1999.
The Company had no sales or sales revenues for the three months ended
June 30, 2000 or 1999 due to its development stage operations. On June 30, 2000
the Company acquired a business entity providing Internet based employment
solutions.
The Company recorded a net loss of $79,525 for the three months ended
June 30, 2000 compared to a loss of $25 for the same period in 1999. The loss
for 2000 consisted of $72,725 in system development costs and $5,800 in general
and administrative costs in conducting the business.
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FOR THE NINE MONTHS ENDED JUNE 30, 2000 AND 1999.
The Company had no sales or sales revenues for the nine months ended
June 30, 2000 or 1999 due to its development stage operations. On June 30, 2000
the Company acquired a business entity providing Internet based employment
solutions.
The Company recorded a net loss of $250,927 for the nine months ended
June 30, 2000 compared to a loss of $25 for the same period in 1999. The loss
for 2000 consisted of $223,429 in system development costs and $27,498 in
general and administrative expenses.
CAPITAL RESOURCES AND LIQUIDITY
As of June 30, 2000, the Company had total current assets of $1,203
and total assets of $9,645 as compared to $0 current assets and $0 total assets
at September 30, 1999. The Company is currently pursuing various financing
sources to provide the necessary capital for its expansion plans. The Company
has secured financing from unrelated parties on a short term borrowing of
approximately $200,000. The Company is also pursuing other financing
opportunities to further the Company's business plan.
Net stockholders' deficit in the Company was $252,002 as of
June 30, 2000.
Impact of the Year 2000. The Year 2000 (commonly referred to as
"Y2K") issue results from the fact that many computer programs were written
using two, rather than four, digits to identify the applicable year. As a
result, computer programs with time-sensitive software may recognize a two-
digit code for any year in the next century as related to this century. For
example, "00", entered in a date-field for the year 2000, may be interpreted as
the year 1900, resulting in system failures or miscalculations and disruptions
of operations, including, among other things, a temporary inability to process
transactions or engage in other normal business activities. While it is still
too soon to state positively that the Y2K transition has passed without mishap,
we believe that Y2K issues will not have a material adverse affect on our
business.
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PART II-OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS
None.
ITEM 2. CHANGES IN SECURITIES
On June 30, 2000, ISEmployment.com, Inc. (ISE), a Delaware
corporation, and Magical Marketing, Inc. (MMI), a
Wyoming corporation, merged with MMI as the surviving
corporation. MMI issued 400,000 shares of its common
stock for all 2,000,000 outstanding shares of ISE. As part
of the merger transaction, 800,000 shares of MMI
common stock were purchased and retired and MMI
changed its name to ISEmployment.com, Inc.
ITEM 3. DEFAULTS UPON SENIOR SECURITIES
None
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITIES HOLDERS
During the second quarter of 2000 the following matter was put forth
to a majority of the directors and shareholders. The Company's Board
of Directors and a majority vote of the shareholders approved the
merger transaction between the Company and ISEmployment.com, Inc. A
majority vote was obtained in approving the merger.
ITEM 5. OTHER INFORMATION
None.
ITEM 6. EXHIBITS
(a) Exhibits required to be attached by Item 601 of Regulation S-B
are listed in the Index to Exhibits on page 12 of this Form 10-QSB,
and are incorporated herein by reference.
(b) The Company on June 30 merged with ISEmployment.com, Inc. and filed
a change in control of the Registrant on Form 8-K.
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SIGNATURES
In accordance with the requirements of the Exchange Act, the
registrant caused this report to be signed on its behalf by the undersigned,
thereunto duly authorized, this 15th day of August, 2000.
ISEmployment.com, Inc.
/s/ Scott Murray
--------------------------
Scott Murray August 15, 2000
President/CFO and Director
<TABLE>
EXHIBIT INDEX
<CAPTION>
Exhibit No. Page No. Description
<S> <C> <C>
27 12 Financial Data Schedule "CE"
</TABLE>
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