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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549 Page 1 of 12
Sequentially
FORM 10-Q/A Numbered Document
QUARTERLY REPORT UNDER SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
For Quarter Ended Commission File Number
March 31, 1996 33-26531-LA
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COMMERCIAL LABOR MANAGEMENT, INC.
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(Exact Name of Registrant as specified in its Charter)
Nevada 88-241079
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(State or other Jurisdiction of I.R.S. Employer
Incorporation or Organization Identification No.)
208 Mira Mar Avenue, Suite One, Long Beach, California 90803
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(Address of Principal Executive Offices) (Zip Code)
(562) 987-5443
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(Registrant's Telephone Number, including Area Code)
Indicate by check mark whether the Registrant (i) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
Registrant was required to file such reports) and (ii) has been subject to
such filing requirements for the past 90 days.
Yes X No
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Indicate the number of shares outstanding of each of the issuer's classes
of Common Stock, as for the latest practicable date.
Common Stock, $.05 par value 9,264,584
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Title of Class Number of Shares Outstanding
at March 31, 1996
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FINANCIAL STATEMENTS
ITEM 1. FINANCIAL STATEMENTS
COMMERCIAL LABOR MANAGEMENT, INC.
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COMMERCIAL LABOR MANAGEMENT, INC.
BALANCE SHEET
MARCH 31, 1996
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ASSETS
CURRENT ASSETS
Note receivable $180,000
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TOTAL CURRENT ASSETS 180,000
FIXED ASSETS
Tax benefit 132,326
Land 380,000
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TOTAL FIXED ASSETS 512,326
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TOTAL ASSETS $692,326
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THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THIS STATEMENT
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COMMERCIAL LABOR MANAGEMENT, INC.
BALANCE SHEET
MARCH 31, 1996
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LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES:
Accounts payable for land $ 88,289
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TOTAL CURRENT LIABILITIES 88,289
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TOTAL LIABILITIES 88,289
STOCKHOLDERS' EQUITY:
Preferred convertible stock, $1,000 par value
1,000 share authorized, 180 issued & outstanding 180,000
Common stock, $.05 par value, 15,000,000 shares
authorized, 9,264,584 issued and outstanding 51,813
Paid-in Capital 864,217
Accumulated deficit (491,993)
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TOTAL STOCKHOLDER'S EQUITY 604,037
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TOTAL LIABILITIES AND
STOCKHOLDERS' EQUITY $692,326
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THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THIS STATEMENT
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COMMERCIAL LABOR MANAGEMENT, INC.
STATEMENT OF INCOME
MARCH 31, 1996
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Net Income/(Loss) Before Taxes $0
(Provision)/Credit for Taxes 0
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NET LOSS $0
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Weighted Average Number of
Shares Outstanding 9,264,585
Income Per Share
of Common Stock 0
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THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THIS STATEMENT
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COMMERCIAL LABOR MANAGEMENT, INC.
STATEMENT OF CASH FLOW
MARCH 31, 1996
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CASH FLOWS FROM OPERATING ACTIVITIES
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NET CASH FROM OPERATING ACTIVITIES 0
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CASH FLOWS USED IN INVESTING ACTIVITIES
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NET CASH FROM INVESTING ACTIVITIES 0
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CASH FLOWS FROM FINANCING ACTIVITIES
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NET CASH FROM FINANCING ACTIVITY 0
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NET INCREASE (DECREASE) IN CASH 0
CASH AT BEGINNING OF YEAR 0
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CASH AT END OF YEAR $0
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THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THIS STATEMENT
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COMMERCIAL LABOR MANAGEMENT, INC.
CONSOLIDATED STATEMENT OF STOCKHOLDERS' EQUITY
FROM DECEMBER 31, 1993 TO MARCH 31, 1996
<TABLE>
<CAPTION>
Common Stock Preferred Stock
--------------------------------------------- Additional Treasury
Number Number Paid-in Stock Accumulated
of Shares Amount of Shares Amount Capital & Adj's Deficit Total
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<S> <C> <C> <C> <C> <C> <C> <C> <C>
BALANCE-Dec. 31, 1993 800,000 40,000 219,192 (171,685) 105,287 364,479
1994 ACTIVITY
Exercise of warrants 50,000
Two-for-one split on 3/1/94 850,000
Warrants exercised 197,867 11,813 473,340 171,685 656,838
Adjust stock to reflect the 1993
SEMAC debt exchange (395,141)
Sale of operations (619,200)
Loss for the year 12/31/91 171,685 (590,767) (590,767)
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BALANCE-Dec. 31, 1994 883,526 $51,813 $864,217 0 ($485,480) $430,550
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1995 ACTIVITY
Three-for-one split 3/20 (589,018)
1995 Net Transactions 8,970,076
Issuance Of Preferred Stock 180,000 180,000 180,000
Loss for the year ended 12/31/95 (6,513) (6,513)
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BALANCE-Dec. 31, 1995 9,264,584 $51,813 180,000 $180,000 $864,217 0 ($491,993) $604,037
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1996 ACTIVITY
0 0 0 0
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BALANCE-March 31, 1996 9,264,584 $51,813 180,000 $180,000 $864,217 0 ($491,993) $604,037
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</TABLE>
THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THESE FINANCIAL STATEMENT
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COMMERCIAL LABOR MANAGEMENT
NOTES TO THE FINANCIAL STATEMENT
MARCH 31, 1996
1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES:
GENERAL:
Commercial Labor Management, Inc. (formerly XL Corp.) is a Nevada
Corporation (the "Company") was organized October 19, 1988.
The Company was originally incorporated in Nevada under the Tokyo Raiders
on October 19, 1988. In 1990, the Company acquired certain rights to a
pizza franchise and changed its name to Club USPN, Inc. In June of 1993,
the Company acquired Sono International, Inc., but those operations were
discontinued and the shares of Sono were sold to the original shareholders
of Sono. In March of 1995 the Board approved the merger with Commercial
Labor Management which handled as a reverse merger, and also approved a
name change to Commercial Labor Management. However, that merger was
rescinded and never completed. The Company is currently seeking other
potential mergers or acquisitions.
INCOME TAX REPORTING:
The Company files a corporate tax return in the U.S.
EARNINGS PER SHARE:
The calculations of earnings per share was determined by dividing the net
income or loss by the computed weighted average number of common shares
outstanding during the applicable period, adjusted for the 1 for 3 reverse
split effected in March 20, 1995. The weighted average calculation is as
follows: There are no changes in the first quarter of 1996, so the
weighted average equals the shares outstanding of 9,264,585.
INCOME TAXES:
In December 1992 the Financial Accounting Standards Board issued Statement
of Accounting Standards Number 109, "Accounting for Income Taxes" (FASB
109). Adoption of FASB 109 is required for fiscal years beginning after
December 15, 1992. The Company follows the requirements set forth in
FASB 109.
2. PAID IN CAPITAL:
Paid in capital is made up in part by contributions of office furniture &
equipment, manufacturing equipment, trade receivable, and accounts payable
in exchange for common stock. Common stock was issued to Shareholder's of
record in exchange for these net assets. Also, in the forth quarter of
1994 the Company issued some common stock to individuals to whom money was
owed for professional services rendered, prior to the sale-back of 9/30/94.
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COMMERCIAL LABOR MANAGEMENT
NOTES TO THE FINANCIAL STATEMENT
MARCH 31, 1996
3. CAPITAL STOCK:
PREFERRED CONVERTIBLE STOCK
Each share of Series A Convertible Preferred Stock is convertible, at
certain times or on the occurrence of certain events, into shares of
Company Common Stock valued at 70% of the Market Place. The Company
authorized 1,000 shares and there were 180 shares issued and outstanding
as of March 31, 1996.
COMMON STOCK
The authorized capital stock of the company consists of Common Stock.
Authorized shares of stock at September 30, 1995 were 15,000,000. There
are 9,264,584 shares outstanding as of March 31, 1996.
The issuance for the CLM acquisition and anit-dilutive clause were made on
9/30/95.
4. TAX BENEFIT:
The Company has a loss carryforward in the amount of $615,784 available to
offset future taxable income. These losses expire as they offset income or
can be carryforward for a maximum of 15 years. The Company believes it
will use the credit before it expires. However, no estimates of future
income are available so the benefit is reflected as a long-term asset.
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Item 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF RESULTS OF OPERATIONS AND
FINANCIAL CONDITION
BACKGROUND:
During the fiscal quarter ended March 31, 1996, the Company was
essentially dormant, other than management's work to update its
financial and business reporting procedures. Management plans to seek
an operating business for the Company to acquire in the future. There
is no assurance that the Company will be able to acquire an operating
business.
RESULTS OF OPERATIONS:
The Company did not incur operating expenses or earn revenue during
the fiscal quarter ending March 31, 1996.
LIQUIDITY AND CAPITAL RESOURCES:
The Company presently has no operating businesses and no sources of
revenue, capital or financing. There is no assurance that the
$180,000 demand note payable to the Company by its President and
Chairman of the Board of Directors will be paid. If the Company
identifies a business to acquire and needs cash to accomplish the
acquisition, then it will have to issue stock or incur borrowings in
order to obtain such funds, or acquire an operating business with
revenues. There is no assurance that the Company will be able to
obtain additional funding, if required. The Company may issue stock
in the future as compensation for services rendered to it, other than
accounts payable to its independent certified public accounting firm,
which will be paid in cash if and when cash is available. The Company
is currently not able to pay the accounts payable to its independent
certified public accountants. There is no assurance that the Company
will be able to acquire an operating business.
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PART II. OTHER INFORMATION
Item 1. LEGAL PROCEEDINGS
None
Item 2. CHANGES IN SECURITIES
None
Item 3. DEFAULTS UPON SENIOR SECURITIES
None
Item 4. SUBMISSION OF MATTER TO A VOTE OF SECURITY HOLDERS
None
Item 5. OTHER INFORMATION
None
Item 6. EXHIBITS AND REPORTS ON FORM 8-K
(a) Exhibits
None.
(b) Reports on Form 8-K
None.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as
amended, the Registrant has duly caused this report to be signed on its
behalf by the undersigned thereunto duly authorized.
Date: April 15, 1996 By: /s/ Edward L. Torres
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President and Chief Financial Officer (chief
financial officer and accounting officer and
duly authorized officer)
Date: April 15, 1996 By: /s/ Mark French
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Secretary (corporate secretary and duly
authorized officer)
<TABLE> <S> <C>
<PAGE>
<ARTICLE> 5
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> DEC-31-1996
<PERIOD-START> JAN-01-1996
<PERIOD-END> MAR-31-1996
<CASH> 0
<SECURITIES> 0
<RECEIVABLES> 180,000
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 180,000
<PP&E> 380,000
<DEPRECIATION> 0
<TOTAL-ASSETS> 692,326
<CURRENT-LIABILITIES> 88,289
<BONDS> 0
0
180,000
<COMMON> 51,813
<OTHER-SE> 372,224
<TOTAL-LIABILITY-AND-EQUITY> 692,326
<SALES> 0
<TOTAL-REVENUES> 0
<CGS> 0
<TOTAL-COSTS> 0
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 0
<INCOME-PRETAX> 0
<INCOME-TAX> 0
<INCOME-CONTINUING> 0
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 0
<EPS-PRIMARY> 0
<EPS-DILUTED> 0
</TABLE>
