SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-QSBA
QUARTERLY REPORT UNDER SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
FOR QUARTER ENDED MARCH 31, 1998
COMMERCIAL LABOR MANAGEMENT, INC.
(Exact Name of Registrant as specified in its Charter)
Nevada 88-241079
- ------------------------------- ------------------
(State or other Jurisdiction of I.R.S. Employer
Incorporation or Organization Identification No.
208 Mira Mar Avenue, Suite One, Long Beach, California 90703
- -------------------------------------------------------------
(Address of Principal Executive Offices) (Zip Code)
Registrant's Telephone Number, including Area Code: (562) 987-5443
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
----- -----
Indicate the number of shares outstanding of each of the issuer's classes
of Common Stock
Common Stock, $.001 par value 8,173,804
- ----------------------------- ---------
Title of Class Number of Shares Outstanding
at March 31, 1998
<PAGE>
<TABLE>
<CAPTION>
COMMERCIAL LABOR MANAGEMENT, INC.
BALANCE SHEET
<S> <C> <C>
ASSETS
March 31, 1998 December 31, 1997
- -----------------------------------------------------------------------------------------------------------------
CURRENT ASSETS $0 $0
-----------------------------------------------------------------------------
TOTAL CURRENT ASSETS 0 0
FIXED ASSETS
Tax benefit 202,326 202,326
Land 0 0
-----------------------------------------------------------------------------
TOTAL OTHER ASSETS 202,326 202,326
TOTAL ASSETS $202,326 $202,326
=============================================================================
THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THIS STATEMENT
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
COMMERCIAL LABOR MANAGEMENT, INC.
BALANCE SHEET
LIABILITIES AND STOCKHOLDERS' EQUITY
<S> <C> <C>
March 31, 1998 December 31, 1997
- --------------------------------------------------------------------------------------------------------------
Current Liabilities:
Accounts payable $25,875 $25,875
----------------------------------------------------------------------
LIABILITIES 0 25,875
----------------------------------------------------------------------
TOTAL LIABILITIES $25,875 25,875
STOCKHOLDERS' EQUITY:
Common stock, $.001 par 231,813 231,813
value, 50,000,000 shares
authorized, 8,173,804
issued and outstanding at
March 31, 1998
Preferred Class A stock 0 0
Paid-in Capital 572,506 572,506
Accumulated Deficit (627,868) (627,868)
----------------------------------------------------------------------
TOTAL STOCKHOLDER'S EQUITY 176,451 176,451
----------------------------------------------------------------------
TOTAL LIABILITIES AND $202,326 $202,326
STOCKHOLDERS' EQUITY
======================================================================
THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THIS STATEMENT
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
COMMERCIAL LABOR MANAGEMENT, INC.
STATEMENT OF INCOME
March 31, 1998
<S> <C> <C>
March 31, 1998 March 31, 1997
NET INCOME (LOSS) $0 $0
====================================================================
Expenses 0 0
Weighted Average Number of
Shares Outstanding 8,173,804 8,557,048
Income (Loss) Per Share of
Common Stock 0.00 0.00
====================================================================
THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THIS STATEMENT
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
COMMERCIAL LABOR MANAGEMENT, INC.
STATEMENT OF CASH FLOW
March 31, 1998
<S> <C>
CASH FLOWS FROM OPERATING ACTIVITIES 0
NET CASH FROM OPERATING ACTIVITIES 0
-----------------------------------------------
CASH FLOWS USED IN INVESTING ACTIVITIES 0
NET CASH FROM INVESTING ACTIVITIES 0
-----------------------------------------------
CASH FLOWS FROM FINANCING ACTIVITIES 0
NET CASH FROM FINANCING ACTIVITY 0
-----------------------------------------------
NET INCREASE (DECREASE) IN CASH 0
CASH AT BEGINNING OF YEAR 0
-----------------------------------------------
CASH AT END OF YEAR 0
===============================================
THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THIS STATEMENT
</TABLE>
<PAGE>
COMMERCIAL LABOR MANAGEMENT
NOTES TO THE FINANCIAL STATEMENT
MARCH 31, 1998
1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES:
GENERAL:
Commercial Labor Management, Inc. (Formerly XL Corp.) is a Nevada Corporation
(the "Company") and was organized October 19, 1988, under the Tokyo Raiders. 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 was handled as a
reverse merger, and also approved a name change to Commercial Labor Management.
However, that merger was rescinded. The Company is currently seeking other
potential mergers of 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. For 1996 the shares outstanding are 9,264,584. For
1997 the calculation is as follows: 9,264,584 shares were outstanding for 7
weeks, 6,661,036 shares were outstanding for 9 weeks, 1,194,528 shares were
outstanding for 1 week and 12,864,084 shares were outstanding for approximately
9 weeks, equals an average of 10,811,998. For 1998, the shares outstanding are
8,173,804.
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.
<PAGE>
COMMERCIAL LABOR MANAGEMENT
NOTES TO THE FINANCIAL STATEMENT
MARCH 31, 1998
2. PAID IN CAPITAL:
Paid in capital is made up in part by cash contributions of office furniture &
equipment, manufacturing equipment, trade receivable, and accounts payable in
exchange for common stock. Common stock was issued to shareholders of record in
exchange for these assets. Also, in the fourth quarter of 1994 the Company
issued common stock to individuals to whom money was owed for professional
services rendered, prior to September 30, 1994.
3. CAPITAL STOCK:
PREFERRED STOCK
The authorized capital stock of the Company includes 2,000,000 shares of
Preferred Stock, par value $.001 per share. The Company has no outstanding
shares of Preferred Stock as of March 31, 1998.
COMMON STOCK
The authorized capital stock of the Company includes 50,000,000 shares of Common
Stock, par value $.001 per share. As of March 31, 1998, 8,173,804 shares of the
Company's Common Stock were outstanding.
4. TAX BENEFIT:
At December 31, 1997, the Company has a loss carryforward in the amount of
$821,659 available to offset future taxable income. These losses expire as they
offset income or can be carried forward for a maximum of 15 years. The estimated
tax benefit of $202,326 at year end that was carried as an asset may be written
off in the following quarter because the 1986 Tax Reform Act amendments made it
virtually impossible to use for an acquired or merged company, when 50% or more
shares are conveyed.
<PAGE>
Item 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF RESULTS OF
OPERATIONS AND FINANCIAL CONDITION
BACKGROUND
During the fiscal quarter ended March 31, 1998, management continued to seek an
operating business to acquire or with which to enter into a business
combination. There is no assurance that the Company will be able to make a
business acquisition in the future.
RESULTS OF OPERATIONS FOR PERIOD ENDED MARCH 31, 1998 COMPARED TO THE SAME
PERIOD IN 1997.
The Company did not incur operating expenses or earn revenues during the quarter
ended March 31, 1998 nor in the same period in 1997. The Company does not have
the funds to pay any of its accounts payable at this time. Services for which
payment has been made by the issuance of Common Stock in the Company have not
recorded as an expense because the Company's stock is presently deemed to have
no value. Accounts payable to the independent certified public accounting firm
will only be paid in cash if and when cash is available. Operating profit/loss
for the period in 1998 was $0 compared to $0 in 1997.
LIQUIDITY AND CAPITAL RESOURCES
The Company had a working capital deficit of $25,875 as of March 31, 1998,
comprised of accounts payable for accounting and legal services rendered for the
Company. As of March 31, 1998, the Company has no tangible assets and total
liabilities of $25,875. The Company presently has no operating businesses and no
sources of revenue, capital or financing. 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. There is no
assurance that the Company will be able to obtain additional funding, if
required. There is no assurance that the Company will be able to acquire an
operating business.
<PAGE>
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.
<PAGE>
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: _________________ By: /s/ Edward L. Torres
------------------------------
Edward L. Torres
President and Chief
Financial Officer
<TABLE> <S> <C>
<ARTICLE> 5
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> DEC-31-1998
<PERIOD-END> MAR-31-1998
<CASH> 0
<SECURITIES> 0
<RECEIVABLES> 0
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 0
<PP&E> 0
<DEPRECIATION> 0
<TOTAL-ASSETS> 202,326
<CURRENT-LIABILITIES> 25,875
<BONDS> 0
0
0
<COMMON> 231,813
<OTHER-SE> (55,362)
<TOTAL-LIABILITY-AND-EQUITY> 202,326
<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>
