U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 10-QSB
[ X ] Quarterly Report Pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934 For the Quarterly Period Ended March 31, 2000
[ ] Transition Report Pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934 For the Transition Period from to .
Commission File No. 0-20598
e Personnel Management.com
(formerly Definition, Ltd.)
(exact name of registrant as specified in its charter)
NEVADA 75-2293489
(State or other jurisdiction of (IRS Employer
incorporation organization) Identification No.)
120 St. Croix Avenue, Cocoa Beach, FL 32931
(Address of principal executive offices, including zip code)
(321) 799-3842
(Issuer's telephone number, including area code)
Indicate by check mark whether the registrant (1) has filed all reports
required by Section 13 or 15(d) of the Securities and Exchange Act of 1934
during the preceding 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 [x] No [ ]
The number of shares of the registrant's common stock, $0.001 par value, as
of May 12, 2000: 19,959,225.
<PAGE>
E Personnel Management.com
(formerly DEFINITION, LTD.)
FORM 10-QSB, QUARTER ENDED MARCH 31, 2000
TABLE OF CONTENTS
PART I - FINANCIAL INFORMATION
Item 1 - Financial Statements
Consolidated Balance Sheet as of March 31, 2000................. 1
Consolidated Statement of Operations for the Three Months Ended
March 31, 2000............................................... 2
Consolidated Statement of Cash Flows for the Three Months Ended
March 31, 2000............................................... 3
Notes to Interim Consolidated Financial Statements.............. 4
All schedules are omitted because they are not applicable or
the required information is shown in the financial statements or
notes thereto.
Item 2 - Management's Discussion and Analysis.................. 5
PART II - OTHER INFORMATION
Item 1 - Legal Proceedings.................................... 6
Item 2 - Changes in Securities................................ 6
Item 3 - Defaults Upon Senior Securities...................... 6
Item 4 - Submission of Matters to a Vote of Security Holders.. 6
Item 5 - Other Information.................................... 6
Item 6 - Exhibits and Reports on Form 8-K..................... 6
Signatures........................................... 6
<PAGE>
PART I
Item 1. Financial Statements.
E PERSONNEL MANAGEMENT.COM
(FORMERLY DEFINITION, LTD.)
CONSOLIDATED BALANCE SHEET
MARCH 31, 2000 AND DECEMBER 31, 1999
<TABLE>
<CAPTION>
<S> <C> <C>
(Unaudited)
March 31, December 31
ASSETS 2000 1999
------ --------- -----------
Current Assets
Cash and Cash Equivalents $ 105 $ 406
Other Assets
Note Receivable 3,000,000 3,000,000
Other Advances 1,150 1,150
--------- ---------
Total Other Assets 3,001,150 3,001,150
--------- ---------
Total Assets $3,001,255 $3,001,556
========= =========
(Unaudited)
March 31, December 31,
LIABILITIES AND STOCKHOLDERS' EQUITY 2000 1999
--------- ----------
Current Liabilities
Accounts Payable, Trade $ 40,000 $ 40,000
Payroll Tax Liabilities 23,700 23,700
Due to Related Party 123,883 105,784
------- --------
Total Current Liabilities 187,583 169,484
------- --------
Total Liabilities 187,583 169,484
Stockholders' Equity
Preferred Stock: Authorized
$0.01 Par Value, 5,000,000
Shares; Issued and Outstanding,
1,500 and 1,500 1,500 1,500
Common Stock: Authorized $0.001
Par Value, 50,000,000 Shares;
Issued and Outstanding,
14,241,227 and 12,351,227 14,241 12,351
Additional Paid In Capital 16,658,292 16,489,181
Retained Earnings (Deficit) (13,860,361) (13,670,960)
---------- ----------
Total Stockholders' Equity 2,813,672 2,832,072
Total Liabilities and ---------- ----------
Stockholders' Equity $ 3,001,255 $ 3,001,556
========= =========
</TABLE>
1
<PAGE>
E PERSONNEL MANAGEMENT.COM
(FORMERLY DEFINITION, LTD.)
CONSOLIDATED STATEMENT OF OPERATIONS
FOR THE THREE MONTHS ENDED MARCH 31, 2000 AND 1999
<TABLE>
<CAPTION>
<S> <C> <C>
(Unaudited)
Three Months Three Months
Ended March 31, Ended March 31,
2000 1999
-------------- ---------------
Revenues $ 0 $ 37,219
Cost of Revenues 0 43,910
---------- -----------
Gross Margin 0 (6,691)
Operating Expenses
General and Administrative 189,401 1,818,631
---------- -----------
Operating Loss 189,401 (1,825,322)
Other Expense
Interest Expense 0 2,008
--------- -----------
Net Loss Available to Common
Stockholders $ (189,401) $(1,827,330)
======== =========
Basic Loss Per Common Share $ (0.01) $ (0.23)
===== =====
Basic Weighted Average Common
Shares Outstanding 13,336,227 7,910,726
========== =========
</TABLE>
2
<PAGE>
E PERSONNEL MANAGEMENT.COM
(FORMERLY DEFINITION, LTD.)
CONSOLIDATED STATEMENT OF CASH FLOWS
FOR THE THREE MONTHS ENDED MARCH 31, 2000 AND 1999
<TABLE>
<CAPTION>
<S> <C> <C>
(Unaudited)
Three Months Three Months
Ended March 31, Ended March 31,
2000 1999
-------------- -------------
Cash Flows From Operating Activities
Net Loss $ (189,401) $(1,827,330)
Adjustments to Reconcile Net Loss
to Net Cash Used in Operating Activities
Depreciation and Amortization 0 143,024
Common Stock Issued for Services 171,000 1,609,405
Changes in Assets and Liabilities
Increase (Decrease) in Accounts
Payable, Trade 0 (12,560)
------- ---------
Total Adjustments 171,000 1,739,869
------- ---------
Net Cash Used In Operating Activities (18,401) (87,461)
Cash Flows From Investing Activities - -
Cash Flows From Financing Activities
Principal Payment on Mortgage Payable 0 (442)
Advances From Related Party 18,100 58,532
------- ------
Net Cash Provided By Financing Activities 18,100 58,090
------- ------
Decrease in Cash and Cash Equivalents (301) (29,371)
Cash and Cash Equivalents, Beginning
of Period 406 31,144
------- -------
Cash and Cash Equivalents, End of Period $ 105 $ 1,773
======= =======
Supplemental Disclosure of Cash Flow Information:
Cash paid for:
Interest $ 0 $ 2,008
Income taxes $ 0 $ 0
Supplemental Schedule of Noncash
Investing and Financing Activities:
Issuance of Common Stock for
Services Rendered $ 171,000 $1,609,405
Conversion of Debt to Equity $ 0 $ 11,975
</TABLE>
3
<PAGE>
E PERSONNEL MANAGEMENT.COM
(FORMERLY DEFINITION, LTD.)
NOTES TO INTERIM CONSOLIDATED FINANCIAL STATEMENTS
MARCH 31, 2000
NOTE 1. Statement of Information Furnished
-------------------------------------------
The accompanying unaudited interim consolidated financial statements have
been prepared in accordance with Form 10QSB instructions and in the opinion
of management contains all adjustments (consisting of only normal recurring
adjustments) necessary to present fairly the financial position as of March
31, 2000, the results of operations for the three months ended March 31,
2000, and the statement of cash flows for the three months ended March 31,
2000. These results have been determined on the basis of generally accepted
accounting principles and practices and applied consistently with those used
in the preparation of the Company's 1999 Annual Report on Form 10-KSB.
Certain information and footnote disclosure normally included in the
financial statements presented in accordance with generally accepted
accounting principles have been condensed or omitted. It is suggested that
the accompanying consolidated financial statements be read in conjunction
with the accompanying consolidated financial statements and notes thereto
incorporated by reference in the Company's 1999 Annual Report on Form 10-KSB.
NOTE 2. Acquisition of Subsidiary
----------------------------------
On March 14, 2000, the Company issued 750,000 shares of common stock to
Russell P. Ferry in exchange for 75% ownership in Interstate Management
Services Company (IMSC) common stock. Currently, the Company is unable to
determine the book value of the subsidiary. Complete information is
forthcoming, and when accurate figures are produced, the financial
information for the quarter ended March 31, 2000, will be updated. The
shares were issued on April 4, 2000.
4
<PAGE>
Item 2. Management's Discussion and Analysis of Financial
Condition and Results of Operations.
When used in this discussion, the words "believes", "anticipates", "expects",
and similar expressions are intended to identify forward-looking statements.
Such statements are subject to certain risks and uncertainties, which could
cause actual results to differ materially from those projected. Readers are
cautioned not to place undue reliance on these forward-looking statements,
which speak only as of the date hereof. The Company undertakes no obligation
to republish revised forward-looking statements to reflect events or
circumstances after the date hereof or to reflect the occurrence of
unanticipated events. Readers are also urged to carefully review and
consider the various disclosures made by the Company which attempt to advise
interested parties of the factors which affect the Company's business, in
this report, as well as the Company's periodic reports on Forms 10-KSB,
10QSB and 8-K filed with the Securities and Exchange Commission.
(1) Results of Operations
Revenues. The Company revenues for the three months ended March 31, 1999,
were $37,219. There were no revenues for the three months ended March 31,
2000. The Company discontinued its operations from its television station,
its only source of revenue, in June of 1999. No revenues have been derived
since that date. The Company does not rely on revenues of funding.
General and Administrative Expenses. During the three months ended March 31,
1999, the Company incurred $1,818,631 in general and administrative expenses,
an decrease of $1,629,230, or 90%, from first quarter 2000 expenses of
$189,401. The decrease is primarily attributable to the issuance of common
stock for consulting services of $1,438,405. The Company experienced a net
loss of $189,401 for the current period compared to a net loss of the prior
period of $1,827,330, or an increase of $1,637,829. The majority of the loss
is attributable to the common stock issued for services rendered as discussed
above. Additionally, the Company's discontinuance of its television
operations in June 1999, has helped to lighten the financial drain on the
Company.
Provision for Income Taxes. As of March 31, 2000, the Company's accumulated
deficit was $13,860,361. Accordingly, the Company has recorded a full
valuation allowance against any income tax benefit to date.
(2) Liquidity
The Company's liquidity position continues to be poor. Working capital
continues to deteriorate. At March 31, 2000, the Company had a negative
working capital of $187,748, as compared to $169,078 at December 31, 1999.
Net advances from stockholder were $18,100 to help fund working capital
operations. Due to the "start-up" nature of the Company's business, the
Company expects to incur losses as it expands its business. The Company has
been dependent upon funds advanced from stockholders to support its working
capital needs. The Company may raise additional funds through public or
private equity investment in order to expand the range and scope of its
business operations, but there is no assurance that such additional funds
will be available for the Company to finance its operations on acceptable
terms, if at all.
5
<PAGE>
PART II
Item 1. Legal Proceedings.
None.
Item 2. Changes in Securities.
As detailed in the financial statements, the Company issued 1,890,000 shares
of its common stock during the three months ended March 31, 2000, as follows:
1. 1,140,000 shares of common stock issued for services at $0.15 per share,
or $171,000.
2. 750,000 shares of common stock issued for 75% in acquisition of
subsidiary. See Note 2 to interim financial statements.
Item 3. Defaults Upon Senior Securities.
None.
Item 4. Submission of Matters to Vote of Security Holders.
None.
Item 5. Other Information.
None.
Item 6. Exhibits and Reports on Form 8-K.
1. Form 8-K filed on May 11, 2000, for name change from Definition, Ltd.
to e Personnel Management.com.
SIGNATURES
In accordance with Section 13 or 15(d) of the Exchange Act, the Registrant
caused this report to be signed on its behalf by the undersigned, thereunto
duly authorized.
e Personnel Management.com
By: _____________________
/s/ Donna Anderson
President
Dated: May 12, 2000
In accordance with the Exchange Act, this report has been signed below by
the following persons on behalf of the Registrant and in the capacities and
on the dates indicated.
6
<PAGE>
