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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): August 24, 1999
ZEROS & ONES, INC.
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(Exact name of registrant as specified in its charter)
NEVADA
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(State or other jurisdiction of incorporation)
33-26531LA 88-0241079
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(Commission File Number) (I.R.S. Employer
Identification No.)
39 EAST WALNUT STREET, PASADENA, CALIFORNIA 91103
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (626) 584-4040
COMMERCIAL LABOR MANAGEMENT, INC.
137 N. LARCHMONT, #507
LOS ANGELES, CALIFORNIA 90004
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(Former name, former address and former fiscal year,
if changed since last report)
Total number of pages in this document: 6
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TABLE OF CONTENTS
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ITEM 1. CHANGES IN CONTROL OF REGISTRANT..................................1
ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS..............................1
ITEM 3. BANKRUPTCY OR RECEIVERSHIP........................................1
ITEM 4. CHANGES IN REGISTRANT'S CERTIFYING ACCOUNTANT.....................1
ITEM 5. OTHER EVENTS......................................................1
ITEM 6. RESIGNATION OF DIRECTORS AND APPOINTMENT OF NEW DIRECTORS.........1
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS.................................3
SIGNATURES..................................................................4
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ITEM 1. CHANGES IN CONTROL OF REGISTRANT
See Item 6. Not applicable.
ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS
Not Applicable.
ITEM 3. BANKRUPCTY OR RECEIVERSHIP
Not Applicable.
ITEM 4. CHANGES IN REGISTRANTS CERTIFYING ACCOUNTANT
Not Applicable.
ITEM 5. OTHER EVENTS.
Not Applicable.
ITEM 6. RESIGNATION OF DIRECTORS AND APPOINTMENT OF NEW DIRECTORS
On August 9, 1999, Zeros & Ones, Inc., a Nevada corporation (the
"Company"), filed a final Information Statement on Schedule 14F indicating
that the existing director of the Company intended to appoint a new Board of
Directors and then resign. The change of the Board of Directors is
consistent with the recent business combination of the Company with several
private technology companies, as reported in the Company's Report on Form
8-K, dated July 7, 1999. Accordingly, effective August 24, 1999, the
existing sole director of the Company, Edward L. Torres, appointed Robert
Holtz, Steve Schklair and Charles Overton as the new directors of the
Company, and thereafter resigned. The new directors then appointed two new
additional directors, William Burnsed and Bernie Butler-Smith, effective
August 24, 1999. The following paragraphs summarize the backgrounds and
qualifications of the newly appointed directors:
ROBERT HOLTZ has been the Chief Executive Officer of the Company since
July 1, 1999, and President of Zeros & Ones, Inc., a Delaware corporation
("ZOI"), since its inception in April 1994. From October 1991 until founding
ZOI in April 1994, Mr. Holtz was the Director of Special Projects for Action
Video, Inc., a promotion post-production facility. At Action Video, Inc.,
Mr. Holtz developed several new tools such as "Sally," a software based
product that enables a specialized animation/edit system to be used as a
final assembly point by giving it the intelligence to understand EDLS (a
worldwide standard protocol for storing and transmitting Edit Decisions from
one system to another). He also developed a system called "Pipeline," a
precursor to HTTP that connects multiple unlike devices. From January 1989
until October 1991, Mr. Holtz headed a small business that created custom
hardware and software solutions. Mr. Holtz' projects included the creation
of a completely automated credit card clearing and merchant protection
service center, the creation of an Emergency Response Locator system which
locates physicians and specialists by geographical proximity for emergency
response, and the creation of the first fully automated credit card commerce
system for the nationwide sale of movie theater admission tickets. Mr. Holtz
has worked on the design of several international products lines such as
Microsoft Visual C++, Microsoft Windows 95, Studio Venice, and Hurricane from
Gentris Images of France. Mr. Holtz
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also participated in Microsoft's Win32J Group. Mr. Holtz is an active member
of the Society of Motion Picture and Television Engineers, the Institute of
Electrical and Electronic Engineers, the Society of Television Engineers, the
Association of Computing Machinery, and the International Multimedia
Association (Charter Member).
STEVE SCHKLAIR has been the President and Chief Financial Officer of the
Company since the acquisition by the Company of Quantum Arts, Inc. effective
July 1, 1999. Mr. Schklair has also been the owner, Chairman of the Board of
Directors, Chief Executive Officer, and President of Quantum Arts, Inc., a
subsidiary of the Company, since the inception of its predecessor-in-interest
in December 1997. From 1995 to 1997, Mr. Schklair was the Vice President and
General Manager of New Media for Digital Domain, a special effects company in
Venice, California. His responsibilities at Digital Domain included
co-managing the facility, streamlining development and production processes,
overseeing asset development and management, staffing key positions, managing
contract negotiations, managing marketing and public relations, and managing
client, partner, and publisher relationships. At Digital Domain, Mr.
Schklair negotiated a joint venture with Mattel to create CD-ROM titles based
on Mattel's licensed properties. The first title, BARBIE FASHION DESIGNER,
has already sold over 2,000,000 units. From 1993 to 1995, Mr. Schklair was
an Executive Producer and Creative Director at R/Greenberg Associates, a
commercial production company with offices in Los Angeles, California and New
York, New York. He joined R/Greenberg as a visual effects and process
consultant providing creative direction on Terminator II 3D for Universal.
He designed and produced interactive projects for clients such as AT&T, FCB,
Levis, Silicon Graphics, Activation, Phillips, IBM, Universal Studios, and
Princess Cruises. From 1990 to 1993, Mr. Schklair was an Executive Producer
and Project Manager for Synapse Technologies, a computer graphics company in
Los Angeles, California. At Synapse Technologies, he developed and produced
several interactive multimedia titles, including COLUMBUS: ENCOUNTER,
DISCOVERY AND BEYOND, EVOLUTION AND REVOLUTION, and AIR POWER. In 1981, Mr.
Schklair co-founded Infinity Filmworks. During his ten year tenure as
President of Infinity Filmworks, he produced and photographed several films,
music videos, and commercials, including the award winning SENSORIUM for Six
Flags Power Plant in Baltimore, Maryland and the award winning TO DREAM OF
ROSES, created for the 1990 Osaka World Exposition. Mr. Schklair received a
Bachelor of Fine Arts from California State University in 1979 and a Master
in Fine Arts from the University of Southern California School of
Cinema/Television in 1982.
CHARLES OVERTON has been the Secretary of the Company since the
acquisition of Kidvision, Inc. effective July 1, 1999. Mr. Overton has also
been the Chief Executive Officer and President of Kidvision, Inc., a
subsidiary of the Company, since its inception in 1998, and of Pillar West
Entertainment, Inc. since its inception in 1996. In 1995, Mr. Overton
co-founded Randall-Overton Productions where he contributed to the concept of
the Kids Educational Network. From 1996 to 1997, he was the Executive
Producer and co-owner of the syndicated television series GOTTA SWEAT. In
1991, he joined G.C.O Pictures as the Executive Producer of SEASON OF FEAR, a
full length feature film distributed domestically by MGM/UA starring Ray Wise
and Clancy Brown. In 1991, Mr. Overton and other individuals founded Paragon
Arts International, a feature film production company that released
WITCHBOARD. WITCHBOARD is one of the top hundred highest grossing independent
films of all time. Mr. Overton began his career in production working on such
films as THIEF starring James Caan, and THE BLUES BROTHERS staring John
Belushi and Dan Ackroyd. Mr. Overton is a graduate of the Goodman School of
Drama at DePaul University in Chicago.
BERNIE BUTLER-SMITH is the Vice President of Imaging Technology of the
Company. Mr. Butler-Smith has also been the Chairman and Chief Executive
Officer of Polygonal Research
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Corporation, a subsidiary of the Company, since its inception in August 1998.
For the past twelve years Mr. Butler-Smith has designed real-time image
processing products for various applications. In May 1998, Mr. Butler-Smith
formed a research and development company called ICU Security. Prior to
co-founding Polygonal Research Corporation, he was the Vice President of
Engineering at Digi-Spec Corporation for eleven years. At Digi-Spec
Corporation he designed 35 image processing products, including pixel level
video motion detectors, time lapse recorders, and digital switching and
routing equipment. In an independent study conducted by Sandia National Labs
and commissioned by the U.S. Department of Energy, Mr. Butler-Smith's motion
detector products received the highest ranking. Mr. Butler-Smith has also
done research in several disciplines of mathematics and high performance
digital pipelining structures. Among the companies that currently use his
designs are Microsoft for external security, Pheizer Pharmaceutical for
security, the U.S. Department of Defense for strategic applications, the U.S.
Navy for strategic applications, the Hoosier Dome for security, Boeing for
employee safety, the Environmental Protection Agency for detecting pollution
leakage, and the Federal Aviation Agency for detection functions at airports.
WILLIAM BURNSED is the Vice President of Advanced Media Group of the
Company. Mr. Burnsed has also been the Chairman and Chief Executive Officer
of Wood Ranch Technology Group, Inc., a subsidiary of the Company, since its
inception in 1998. In 1995, Mr. Burnsed founded Digital Video Engineering, a
sole proprietorship engaged in computer systems design and installation for
television and film special effects. Digital Video Engineering has been
combined with Wood Ranch Technology Group, Inc. From January 1996 until July
1996, Mr. Burnsed was the Director of New Business Development for Discreet
Logic Systems in North and South America. While with Discreet Logic Systems
and Digital Video Engineering, Mr. Burnsed built online random access edit
rooms for the Fox Network and high level telecine for Advanced Digital. In
August 1991 he founded Hollywood Digital, a television post production
company which Mr. Burnsed operated through 1994. In February 1982, Mr.
Burnsed founded B&B Systems, Inc., an equipment manufacturing and turn key
television systems engineering and construction contracting company. During
his eleven year tenure as President of B&B, B&B designed and built several
large facilities, including the J.C. Penny World Headquarters, 525 Post
Production, the Financial News Network, Lorimar Studios, Post Pro Video,
Multimedia Services, the Shop Television Network, and the California State
Assembly Television Network. From May 1979 to February 1982, Mr. Burnsed was
the Director of Engineering for Editel where he was responsible for the
design and construction of five online edit bays, three rank telecines, one
audio mixing room, and one insert stage. From 1976 to 1979, he was the
Engineering Supervisor for TAV/Merv Griffin Productions where he supervised a
department of engineers who were responsible for the installation and
maintenance of television equipment used for videotaping the Merv Griffin
Show. From 1973 to 1976, Mr. Burnsed was the General Manager of Shelter
Vision Mobile Video where he was responsible for the video systems operation
of a television mobile truck which traveled to various cities videotaping
musical shows. From 1971 to 1973, he was the Director of Studio Operations
for Transworld Communications, a division of Columbia Pictures. At
Transworld, Mr. Burnsed was responsible for the design, installation, and
operation of seven custom studios in cities from Honolulu to London.
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIALS & EXHIBITS
(a) Financial Statements of Business Acquired
Not applicable.
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(b) Pro Forma Financial Information
Not applicable.
(c) Exhibits
None.
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.
ZEROS & ONES, INC.
(Formerly Commercial Labor Management, Inc.)
__________________________________________
(Registrant)
Date: August 24, 1999
/s/ Robert Holtz
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Robert Holtz, Chief Executive Officer
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