UNITED STATES
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 December 31, 2002.
[ ] 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
ISEMPLOYMENT.COM, INC.
-----------------------------------------------------------------
(Exact name of small business issuer as specified in its charter)
Wyoming 86-0970152
------------------------------- ------------------------------------
(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)
665 3rd Street, Suite 517
San Francisco, CA 94107
--------------------------------------------------
(Address of principal executive office) (Zip Code)
415-861-7963
--------------------
(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 [X] No [ ]
The number of outstanding shares of the issuer's common stock is 24,711,738 as
of this date.
Transitional Small Business Disclosure Format
Yes [ ] No [X]
TABLE OF CONTENTS
PART I - FINANCIAL INFORMATION
ITEM 1. Financial Statements
PART I: FINANCIAL INFORMATION
Item 1. Financial Statements
Balance Sheets....................................................F-1
Statement of Operations - Three Months Ended .....................F-2
Statement of Cash Flows - Three Months Ended......................F-3
Statement of Operations - Three Months Ended......................F-4
Statement of Cash Flows - Three Months Ended......................F-5
Notes to Financial Statements.....................................F-6
PART II: OTHER INFORMATION
Items 1 to 6...................................................................7
Signatures.....................................................................7
ITEM 2. Managements Discussion and Analysis..................................11
PART II - OTHER INFORMATION
ITEM 6. Exhibits and Reports on Form 8-K.....................................12
1
ITEM 1. FINANCIAL STATEMENTS
ISEmployment.com, Inc. and Subsidiary
(Formerly Known as Magical Marketing, Inc.)
(A Development Stage Company)
Condensed Consolidated Balance Sheets
(Unaudited) (Audited)
December 31, September 30,
2002 2002
---------------- -----------------
Assets
Current Assets
Cash $ 12,092 $ -
Loans receivable 61,555 -
Note receivable, current 37,932 -
Due from affiliate - 39,611
Accrued interest receivable 16,158 -
---------------- -----------------
Total Current Assets 127,737 39,611
Property and equipment, net of accumulated
depreciation of $606 and $955,
respectively 4,432 1,433
Note receivable, net of current portion 204,447 -
Goodwill 1,441,304 -
Website development costs 85,993 -
Acquisition costs 75,000 -
Other assets - 353
---------------- -----------------
Total Assets 1,938,913 41,397
================ =================
Liabilities and Stockholders Equity
Current Liabilities
Accounts payable and accrued expenses 615,095 227,478
Accrued interest payable 45,000 -
Loans payable 103,000 34,100
Due to officers - 5,428
Due to affiliate - 2,388
Term notes payable 375,439 -
Current portion of long term debt 11,000 -
---------------- -----------------
Total Current Liabilities 1,149,534 269,394
Long Term Debt 138,891 -
---------------- -----------------
Total Liabilities 1,288,425 269,394
Stockholders' Equity (Impairment)
Common stock, $.001 par value 100,000,000
shares authorized; 24,711,738 and
4,698,738 shares issued and outstanding,
respectively 24,712 4,699
Additional paid in capital 1,375,911 395,274
Subscription receivable (200) (200)
Deficit accumulated during development
stage (749,935) (627,770)
---------------- -----------------
Total Stockholders' Equity
(Impairment) 650,488 (227,997)
---------------- -----------------
Total Liabilities and Stockholders'
Equity $ 1,938,913 $ 41,397
================ =================
See notes to the condensed consolidated financial statements.
F-1
ISEmployment.com, Inc. and Subsidiary
(Formerly Known as Magical Marketing, Inc.)
(A Development Stage Company)
Condensed Consolidated Statements of Operations
Three Months Ended December 31, 2002 and 2001,
and Period from October 20, 1999 (Date of Development Stage Inception)
to December 31, 2002
October 20,
1999
(Development
Stage
Inception) to
Three Months Ended December 31,
December 31, 2002
-------------------------------- -----------------
2002 2001
--------------- -------------- -----------------
Revenues $ - $ - $ -
--------------- -------------- -----------------
- - 160,067
System development costs
Selling, general and administrative expenses 55,583 36,822 522,331
Depreciation 606 - 1,561
--------------- -------------- -----------------
Total 56,189 36,822 683,959
Operating Loss (56,189) (36,822) (683,959)
Other Income (Expense)
Interest income 4,039 - 4,039
Interest expense (57,362) - (57,362)
--------------- -------------- -----------------
Total Other Income (Expense) (53,323) - (53,323)
Loss Before Cumulative Effect of Change in Accounting Principle (109,512) (36,822) (737,282)
Cumulative Effect of Change in Accounting Principle (12,653) - (12,653)
--------------- -------------- -----------------
Net Loss $ (122,165) $ (36,822) $ (749,935)
=============== ============== =================
Net Loss Per Common Share
Continuing operations $ (0.02) $ (0.02) $ (0.23)
Cumulative effect of accounting change - - -
--------------- -------------- -----------------
Total $ (0.02) $ (0.02) $ (0.23)
=============== ============== =================
Weighted Average Common Shares Outstanding 7,859,955 2,318,326 3,315,417
=============== ============== =================
See notes to the condensed consolidated financial statements.
F-2
ISEmployment.com, Inc. and Subsidiary
(Formerly Known as Magical Marketing, Inc.)
(A Development Stage Company)
Condensed Consolidated Comparative Statements of Cash Flows
Three Months Ended December 31, 2002 and 2001, and
October 20, 1999 (Development Stage Inception) to December 31, 2002
October 20,
1999
(Development
Stage
Three Months Ended Inception) to
December 31, December 31,
--------------------------------
2002 2001 2002
--------------- --------------- -----------------
Cash Flows from Operating Activities
Operating Activities:
Net loss $ (122,165) $ (36,822) $ (749,935)
Adjustments to Reconcile Net Loss to Net Cash (Used)
by Operating Activities
Depreciation and amortization 606 - 1,561
Compensation and other services paid through
issuance of common stock 650 - 2,771
Cumulative effect of change in accounting principle 12,653 - 12,653
System development expenses incurred by
assumption of a related party loan - 9,920 96,555
System development expenses incurred by
assumption of advances payable - - 42,147
Changes in Operating Assets and Liabilities
Loans receivable (23,078) - (23,078)
Accrued interest receivable (4,039) - (4,039)
Deposit - - (353)
Accounts payable and accrued expenses 40,147 26,902 267,625
Accrued interest payable 45,000 - 45,000
--------------- --------------- -----------------
Net Cash (Used) by Operating Activities (50,226) - (309,093)
--------------- --------------- -----------------
Cash Flows From Investing Activities
Loans to affiliates - - (39,611)
--------------- --------------- -----------------
Net Cash (Used) by Investing Activities - - (39,611)
--------------- --------------- -----------------
Cash Flows From Financing Activities
Net cash from reverse acquisition 65,106 - 65,106
Repayment of term notes (425) - (425)
Repayment of long term debt (2,363) - (2,363)
Net proceeds from officer loans - - 5,428
Proceeds from shareholder loans - - 397,652
Repayment of a related party loan - - (96,555)
Repayment of advances payable - - (42,147)
Proceeds from third party loan - - 34,100
--------------- --------------- -----------------
Net Cash Provided By Financing Activities 62,318 - 360,796
--------------- --------------- -----------------
Net Increase in Cash 12,092 - 12,092
Cash Beginning of Period - - -
--------------- --------------- -----------------
Cash, End of Period $ 12,092 $ - $ 12,092
=============== =============== =================
See notes to the condensed consolidated financial statements.
F-3
ISEmployment.com, Inc. and Subsidiary
(Formerly Known as Magical Marketing, Inc.)
(A Development Stage Company)
Condensed Consolidated Statement of Cash Flows
Three Months Ended
December 31,
----------------------------------
2002 2001
--------------- ---------------
Supplemental Disclosure of Cash Flow Information
Interest paid $ 400 $ -
=============== ===============
Income taxes paid $ - $ -
=============== ===============
Supplemental Schedule of Non-Cash Investing and Financing Activities
Issuance of 20,000,000 Common Shares for 100% of the Membership Interests of Idoleyez, LLC on October 16,
2002, resulting in goodwill of $1,441,304.
Utilization of $75,000 bridge loan toward acquisition costs at closing of reverse merger.
See notes to the condensed consolidated financial statements.
F-4
ISEmployment.com, Inc. and Subsidiary
(Formerly Known as Magical Marketing, Inc.)
(A Development Stage Company)
Notes to the Condensed Consolidated Financial Statements
NOTE 1. THE COMPANY AND A SUMMARY OF ITS SIGNIFICANT ACCOUNTING POLICIES
This summary of accounting policies for ISEmployment.com, Inc. and
Subsidiary (the Company) (a development stage company) is presented to
assist in understanding the Company's financial statements. The
accounting policies conform to U.S. generally accepted accounting
principles and have been consistently applied in the preparation of
the financial statements.
Basis of Presentation
The accompanying unaudited condensed consolidated financial statements
have been prepared in accordance with generally accepted accounting
principles for interim financial information and with the instructions
to Item 310 of Regulation S-B. Accordingly, they do not include all of
the information and footnotes required by generally accepted
accounting principles for complete financial statements. In the
opinion of management, all adjustments (consisting of normal recurring
accruals) considered necessary for a fair presentation have been
included. Operating results for the three months ended December 31,
2002 and 2001 are not necessarily indicative of the results that may
be expected for the years ended September 30, 2003. The unaudited
condensed consolidated financial statements should be read in
conjunction with the consolidated financial statements and footnotes
thereto included in the Company's annual report on Form 10-KSB for the
fiscal year ended September 30, 2002.
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. The merger transaction is treated as a recapitalization and is
accounted for as a reverse acquisition and recorded at historical cost
with no goodwill or other intangibles recorded. The 400,000 common
share decrease as a result of the merger transaction reflects the
exchange of ISEmployment's 2,000,000 shares for 400,000 shares of
Company common stock and the retirement of 800,000 shares of Company
common stock. On October 16, 2002, the Company entered into an
Agreement and Plan of Reorganization with Idoleyez.com, LLC
(Idoleyez), a California Limited Liability Company. Pursuant to this
agreement, the Company issued 20,000,000 shares of common stock in
exchange for 100% of the issued and outstanding Units of Idoleyez. In
addition, the Company paid $75,000 as consideration for the retirement
of 6,000,000 shares of Class B common stock, authorized and issued on
October 11, 2002 that were outstanding as of October 16, 2002. These
shares were multiple-voting shares with no cash value. As a result of
the transaction, the former members of Idoleyez became majority
shareholders, owning approximately 80% of all outstanding shares. The
newly re-organized entity retained only liabilities of $126,680 and
all equity that existed prior to the transaction. The merger
transaction is treated as a recapitalization and is accounted for as a
reverse acquisition. Goodwill in the amount of $1,441,304 has been
recorded as a result of the excess of the fair value of shares issued
over the fair value of net assets acquired. The Company is primarily
engaged in raising capital and developing the business plan initiated
by Idoleyez. Idoleyez was organized to be a high-end eye care
enterprise, integrating quality eyewear, exclusive brands, innovative
styles, and custom technology within a unique environment to deliver
an exception retail buying experience to the discriminating high-end
eyewear consumer.
Revenue Recognition
Revenue from providing services to customers will be recognized when the
services are rendered.
F-5
ISEmployment.com, Inc. and Subsidiary
(Formerly Known as Magical Marketing, Inc.)
(A Development Stage Company)
Notes to the Condensed Consolidated Financial Statements
NOTE 1. THE COMPANY AND A SUMMARY OF ITS SIGNIFICANT ACCOUNTING POLICIES(Continued)
Capitalization of Internal-Use Software Costs
The Company follows the guidance in Statement of Position 98-1,
Accounting for Costs of Computer Software Developed or Obtained for
Internal Use, and EITF 00-2, Accounting for Web Site Development
Costs. During the preliminary project stage, the Company expenses
internal and external costs it incurs, or assumes from related
parties, to develop internal-use software and systems. During the
application development product stage, the Company capitalizes such
costs and will evaluate them periodically for impairment.
Substantially all costs consist of consulting and related expenses
incurred for enhancements to the Company's web site, classification
and organization of listings within properties, and development costs.
Depreciation
The straight-line method is used for computing depreciation on
substantially all property and equipment. Depreciation is based on
estimated useful lives as follows: furniture, 7 years; and office
equipment and computers, 3 to 5 years.
Start-Up Costs
The Company expenses organization and start-up costs as incurred.
Following the guidance in Statement of Position 98-5, Reporting on the
Costs of Start-up Activities, the Company wrote off organization costs
acquired in the merger transaction that were previously capitalized
and treated the transaction as the cumulative effect of a change in
accounting principle.
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.
Stock-Based Compensation
The Company has elected to comply with the fair value based method of
accounting prescribed by Statement of Financial Accounting Standards
No. 123, Accounting for Stock-Based Compensation, for its stock
incentive plan.
Use of Estimates
The preparation of financial statements in conformity with generally
accepted accounting principles requires management to make estimates
and assumptions that affect certain reported amounts and disclosures.
Accordingly, actual results could differ from those estimates.
New Accounting Pronouncements
The Company does not expect the adoption of any issued, but not yet
effective, accounting pronouncements to have a material effect, if
any, on its financial position or results of operations.
F-6
ISEmployment.com, Inc. and Subsidiary
(Formerly Known as Magical Marketing, Inc.)
(A Development Stage Company)
Notes to the Condensed Consolidated Financial Statements
NOTE 2. CAPITAL RESOURCES
As shown in the financial statements, the Company has cumulative
losses of $749,935 and $12,092 of cash at December 31, 2002. The
Company currently has no sales. These factors, among others, raise
substantial doubt about the Company's ability to continue as a going
concern. In order to develop and commercialize its technology and
continue as a going concern, the Company will need, among other
things, additional capital resources and financing. Management
believes the consummation of the reverse merger will place the Company
in a better position to raise more capital. Management's additional
plans to obtain resources for the Company include (1) raising
additional capital through sales of common stock, the proceeds of
which would be used to perfect the Company's technology and services
and satisfy immediate operating needs, and (2) using common stock to
pay for consulting and professional services. The ability of the
Company to continue as a going concern is dependent upon its ability
to successfully accomplish the plans described in the preceding
paragraph and eventually secure other sources of financing and attain
profitable operations. The accompanying financial statements do not
include any adjustments that might be necessary should the Company be
unable to continue as a going concern.
NOTE 3. PROPERTY AND EQUIPMENT
Property and equipment consist of the following:
December 31, September 30,
2002 2002
---------------- -----------------
Cost
Computer system $ 5,038 $ 2,388
Accumulated depreciation (606) (955)
---------------- -----------------
Net property and equipment $ 4,432 $ 1,433
================ =================
The aggregate depreciation charged to operations for the three months
ended December 31, 2002 and 2001 was $606 and $-0-, respectively. The
depreciation policies followed by the Company are described in Note (1).
NOTE 4. LOANS, NOTE AND INTEREST RECEIVABLE
Note receivable consists of the following:
December 31, September 30,
2002 2002
---------------- -----------------
Note receivable (dated January 31, 2002) from former
member of Idoleyez, due in 60 monthly payments
of $4,857 including interest at 7.5%. Note is secured by store
inventory owned by former member. $ 242,379 $ -
================ =================
Interestreceivable totaling $16,158 for 11 months through December 31,
2002 has been accrued.
Loan receivable consists of working capital loans made to a former member
of Idoleyez, totaling $61,555. Advances made during the three month
period ended December 31, 2002 were $23,078.
F-7
ISEmployment.com, Inc. and Subsidiary
(Formerly Known as Magical Marketing, Inc.)
(A Development Stage Company)
Notes to the Condensed Consolidated Financial Statements
NOTE 5. GOODWILL AND INTANGIBLE ASSETS
Goodwill and intangible assets consist of the following:
December 31, September 30,
2002 2002
---------------- -----------------
Goodwill $ 1,441,304 $ -
Web development costs 85,993 -
Acquisition costs 75,000 -
---------------- -----------------
Total Goodwill and Intangible Assets $ 1,602,297 $
================ =================
During the three months ended December 31, 2002, the Company estimated
the future undiscounted cash flows of the business to which the goodwill
and acquisition costs relate in order to determine that their carrying
values had not been impaired.
Consideration was given to the value of web development costs at the end
of the current period, and it was determined that no impairment of this
intangible asset be recognized.
NOTE 6. STOCK-BASED COMPENSATION
On October 29, 2002, the Company issued 13,000 shares in payment for
miscellaneous services provided. The compensation expense was recorded
at fair value at the date of the transaction based on the fair market
value of the shares, totaling $650.
NOTE 7. LOANS PAYABLE
On October 29, 2002, the Company secured a bridge loan for $75,000 in
order to fund the merger transaction. The loan was payable on November
29, 2002 in the amount of $100,000 including interest. After the due
date, interest accrues at 20% per month thereafter. The loan is secured
by all shares received by Thom Hayward as a result of the merger, as well
as other personal assets of Thom Hayward. Accrued interest at December
31, 2002 was $45,000.
Pursuant to the merger transaction, the Company retained an obligation
for a loan payable in the amount of $28,000. The loan is non-interest
bearing and due on demand. This loan had a balance of $28,000 and
$34,100 at December 31, 2002 and September 30, 2002, respectively.
F-8
ISEmployment.com, Inc. and Subsidiary
(Formerly Known as Magical Marketing, Inc.)
(A Development Stage Company)
Notes to the Condensed Consolidated Financial Statements
NOTE 8. TERM NOTES PAYABLE
Term notes payable consists of the following:
December 31, September 30,
2002 2002
---------------- -----------------
Due upon obtaining additional funding
Various notes ($164,439 due current shareholders bearing
interest at rates ranging from 5.5% to 15%. Guaranteed by
Thom Hayward. $ 250,439 $ -
Issued for services and due upon obtaining additional services
Note bearing interest at 5.5%. Guaranteed by Thom Hayward. 50,000 -
Due within 12 months
Note from member bearing interest at 10% due January 15, 2003.
Guaranteed by Thom Hayward. 75,000 -
---------------- -----------------
Total term notes payable $ 375,439 $ -
================ =================
NOTE 9. LONG-TERM DEBT
Long-term debt consists of the following:
December 31, September 30,
2002 2002
---------------- -----------------
Note payable in 87 variable monthly installments of
approximately $3,150 including interest of 14% per annum. Secured
by certain property and equipment owned by former member of
Idoleyez, all assets of the Company and personally guaranteed by two
former members of Idoleyez. $ 149,891 $ -
Less current portion 11,000 -
---------------- -----------------
Noncurrent Portion $ 138,891 $ -
================ =================
Maturities of long-term debt are summarized as follows:
Periods ending September 30, Amount
---------------------------- -----------------
2003 $ 8,714
2004 15,497
2005 22,443
2006 25,795
2007 29,648
Thereafter 47,794
-----------------
Total $ 149,891
=================
F-9
ISEmployment.com, Inc. and Subsidiary
(Formerly Known as Magical Marketing, Inc.)
(A Development Stage Company)
Notes to the Condensed Consolidated Financial Statements
NOTE 10. LEASES
The Company currently leases office space from one of the former members
of Idoleyez on a month to month basis with monthly rent of approximately
$3,200.
Total lease expense charged to operations was $9,600 and $2,400 for the
three months ended December 31, 2002 and 2001, respectively.
NOTE 11. COMMITMENTS AND CONTINGENCIES
The Company's Subsidiary has also entered into a consulting agreement
with a current shareholder in which the individual will perform certain
consulting services for monthly fees as follows:
Service Term Monthly Amount
---------------------------- ---------------------------------- ----------------
Consulting Agreement 2 years beginning July 1, 2001 $ 6,000
The Company's Subsidiary had entered into a leasing agreement to lease
certain store facilities beginning March 1, 2001 for a period of 5
years with minimum monthly payments totaling $3,070. As part of the
redemption of a former member's interest in January 2002, the lease
was assumed by the former member. In the event that the former member
does not make the lease payments, the Subsidiary will be liable. The
lease is guaranteed by Thom Hayward and Michelle Blas.
The Subsidiary is party to a lawsuit in which the plaintiff alleges
that they are owned $50,000 for services performed in the creation of
new media. No trial date has been set. An amount totaling $48,242 has
been accrued in the event that the Company does not prevail in the
lawsuit.
At December 31, 2002, the Company is party to a claim by inaVest, Inc.
in the amount of $25,000 in connection with its failed representation
of the Company in attempting to raise $500,000 in capital. The nature
of the claim is unclear, and the claimant has failed to substantiate
their claim. Management contends that no monies are owed under this
arrangement and would vigorously contest any lawsuit filed in
connection with this claim.
During the three months ended December 31, 2002, an individual
allegedly contracted with the company for compensation of $60,000 per
year and for issuance of 150,000 shares of common stock pursuant to an
employment agreement to serve as an interim director of the Company.
The Company's management contends there was no such agreement between
parties with any actual authority to make such a contract, and the
Company adamantly denies any obligation to this individual. At this
time, any estimate of contingent liability in this matter cannot be
reasonably determined.
F-10
ISEmployment.com, Inc. and Subsidiary
(Formerly Known as Magical Marketing, Inc.)
(A Development Stage Company)
Notes to the Condensed Consolidated Financial Statements
NOTE 12. SUPPLEMENTAL PRO-FORMA INFORMATION
If the business combination described in NOTE 1 were treated as
though it had been completed at the beginning of the periods reported on,
pro-forma financial results would be as follows:
Three Months Three Months
Ended December Ended December
31, 2002 31, 2001
----------------- ----------------
Revenues $ - $ -
Loss from continuing operations (109,512) (36,822)
Net loss (109,512) (49,475)
Loss per share (0.02) (0.02)
F-11
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION
Our discussion and analysis of our financial condition and results of operations
are based upon our financial statements, which have been prepared in accordance
with accounting principles generally accepted in the United States. The
preparation of these financial statements requires us to make estimates and
judgments that affect the reported amounts of assets, liabilities, revenues,
expenses, and related disclosure of contingent assets and liabilities. We base
our estimates on historical experience and on various other assumptions that are
believed to be reasonable under the circumstances, the results of which form the
basis for making judgments about the carrying value of the assets and
liabilities that are not readily apparent from other sources. Actual results may
differ from these estimates under different assumptions or conditions.
The Company remains a development stage Company with no revenues and substantial
general and administrative expenses and operates at a loss. The Company believes
potential private placements of it's securities, and an eventual registered
public offering, if successful, will assist the Company in meetings its cash
needs, but there is no guarantee. Management estimates the Company's operating
expenses to be a minimum of $60,000 and a maximum of $85,000 per month, at this
time.
LIQUIDITY AND CAPITAL RESOURCES
The Company is not able to pay it's outstanding bills. The Company's financial
statements have been prepared assuming that it will continue as a going concern.
The company's losses from operations since its inception and the company's on
going need for capital to finish the development of the database raise
substantial doubt as to its ability to continue as a going concern.
Management believes that cash expected to be generated from operations, current
cash reserves, and existing financial arrangements will not be sufficient for
the company to meet its capital expenditures and working capital needs for its
operations as presently conducted. The company's future liquidity and cash
requirements will depend on a wide range of factors, including expected results
from operations as revenues are generated. In particular, as the company does
not expect cash flows from operations to be sufficient in the next twelve
months, the company is considering raising capital either through a private
placement or an initial public offering. There can be no assurance that such
capital would be raised in sufficient amounts to meet the company's financial
need in the next twelve months.
CAUTION REGARDING FORWARD-LOOKING STATEMENTS
We occasionally make forward-looking statements concerning our plans, goals,
product and service offerings, store openings and anticipated financial
performance. These forward-looking statements may generally be identified by
introductions such as "outlook" for an upcoming period of time, or words and
phrases such as "should", "expect", "hope", "plans", "projected", "believes",
"forward-looking" (or variants of those words and phrases) or similar language
indicating the expression of an opinion or view concerning the future. These
forward-looking statements are subject to risks and uncertainties based on a
number of factors and actual results or events may differ materially from those
anticipated by such forward-looking statements.
PART II-OTHER INFORMATION
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
The Company filed, for November 13, 2002, a Form 8-K Report explaining that the
Company entered into Agreement and Plan of Reorganization with Idoleyez.com, LLC
("Idoleyez"), a California Limited Liability Company and high-end eye care
enterprise. The Company filed, for November 5, 2002, a Form 8-K Report regarding
an asset sale agreement, an alleged Employment Agreement, and resignations of
both Scott Murray and Frank Ulakovich, as Directors and Officers of the Company.
CERTIFICATION PURSUANT TO
18 U.S.C. SECTION 1350,
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
In connection with the Quarterly Report of ISEMPLOYMENT.COM, INC. (the
"Company") on Form 10-Q for the period ending December 31, 2002, as filed with
the Securities and Exchange Commission on the date hereof (the "Report"), I,
Thom Hayward, President of the Company, certify, pursuant to 18 U.S.C. ss. 1350,
as adopted pursuant to ss. 906 of the Sarbanes-Oxley Act of 2002, that:
(1) The Report fully complies with the requirements of section 13(a)
or 15(d) of the Securities Exchange Act of 1934; and
(2) The information contained in the Report fairly presents, in all
material respects, the financial condition and result of
operations of the Company.
/s/ Thom Hayward
-----------------------
Thom Hayward
President
February 19, 2003
CERTIFICATION PURSUANT TO
18 U.S.C. SECTION 1350,
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
In connection with the Quarterly Report of ISEMPLOYMENT.COM, INC. (the
"Company") on Form 10-Q for the period ending December 31, 2002, as filed with
the Securities and Exchange Commission on the date hereof (the "Report"), I,
Thom Hayward, Treasurer, certify, pursuant to 18 U.S.C. ss. 1350, as adopted
pursuant to ss. 906 of the Sarbanes-Oxley Act of 2002, that:
(1) The Report fully complies with the requirements of section 13(a)
or 15(d) of the Securities Exchange Act of 1934; and
(2) The information contained in the Report fairly presents, in all
material respects, the financial condition and result of
operations of the Company.
/s/ Thom Hayward
-----------------------
Thom Hayward
Treasurer
February 19, 2003
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.
ISEmployment.com, Inc.
/s/ Thom Hayward
---------------------------
Thom Hayward
President(principal
executive officer)/Treasurer
(principal financial officer)
February 19, 2003
