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 March 31, 2003.
[ ] 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)
415-442-0363
(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]
1
TABLE OF CONTENTS
PART I - FINANCIAL INFORMATION
Item 1. Financial Statements
Balance Sheets....................................................F-1
Statement of Operations...........................................F-2
Statement of Cash Flows...........................................F-3
Statement of Operations...........................................F-4
Statement of Cash Flows...........................................F-5
Notes to Financial Statements.....................................F-6
PART II: OTHER INFORMATION
Items 1 to 6...................................................................7
Signatures.....................................................................7
2
ITEM 1. FINANCIAL STATEMENTS
ISEmployment.com, Inc. and Subsidiary
Condensed Consolidated Financial Statements
March 31, 2003 and 2002
ISEmployment.com, Inc. and Subsidiary
Index to the Financial Statements
3
ISEmployment.com, Inc. and Subsidiary
(Formerly Known as Magical Marketing, Inc.)
(A Development Stage Company)
Condensed Consolidated Balance Sheets
(Audited)
(Unaudited) September 30,
March 31, 2003 2002
---------------- -----------------
Assets
Current Assets
Cash $ 4,706 $ -
Loans receivable, net of allowance
for doubtful accounts of $20,600 and
$0, respectively 61,796 -
Note receivable, current 48,736 -
Due from affiliate - 39,611
Accrued interest receivable 20,197 -
---------------- -----------------
Total Current Assets 135,435 39,611
Property and equipment, net of accumulated
depreciation of $1,212 and $955, respectively 3,826 1,433
Note receivable, net of current portion 193,643 -
Goodwill 1,441,304 -
Website development costs 85,993 -
Acquisition costs 75,000 -
Other assets - 353
---------------- -----------------
Total Assets 1,935,201 41,397
================ =================
Liabilities and Stockholders Equity
Current Liabilities
Accounts payable and accrued expenses 595,398 227,478
Accrued interest payable 78,502 -
Loans payable 28,000 34,100
Due to officers - 5,428
Due to affiliate - 2,388
Term notes payable 485,354 -
Current portion of long term debt 11,000 -
---------------- -----------------
Total Current Liabilities 1,198,254 269,394
Long Term Debt 134,214 -
---------------- -----------------
Total Liabilities 1,332,468 269,394
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 1,480,911 395,274
Subscription receivable (200) (200)
Deficit accumulated during development stage (902,690) (627,770)
---------------- -----------------
Total Stockholders' Equity
(Impairment) 602,733 (227,997)
---------------- -----------------
Total Liabilities and Stockholders'
Equity $ 1,935,201 $ 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 and Six Months Ended March 31, 2003 and 2002,
and Period from October 20, 1999 (Date of Development Stage Inception)
to March 31, 2003
Three Months Ended Six Months Ended October 20,
1999
(Development
Stage
Inception) to
March 31, March 31, March 31,
-------------------------------- -------------------------------
2003 2002 2003 2002 2003
--------------- --------------- -------------- -------------- -----------------
Revenues $ - $ - $ - $ - $ -
--------------- --------------- -------------- -------------- -----------------
System development costs - - - - 160,067
Selling, general and
administrative expenses 89,125 65,429 144,708 102,251 611,456
Depreciation 606 - 1,212 - 2,167
--------------- --------------- -------------- -------------- -----------------
Total 89,731 65,429 145,920 102,251 773,690
Operating Loss (89,731) (65,429) (145,920) (102,251) (773,690)
Other Income (Expense)
Interest income 4,039 - 8,078 - 8,078
Interest expense (67,063) - (124,425) - (124,425)
--------------- --------------- -------------- -------------- -----------------
Total Other Income (63,024) - (116,347) - (116,347)
(Expense)
Loss Before Cumulative Effect of Change
in Accounting Principle (152,755) (65,429) (262,267) (102,251) (890,037)
Cumulative Effect of Change in
Accounting Principle - - (12,653) - (12,653)
--------------- --------------- -------------- -------------- -----------------
Net Loss $ (152,755) $ (65,429) $ (274,920) $ (102,251) $ (902,690)
=============== =============== ============== ============== =================
Net Loss Per Common Share
Continuing operations $ (0.01) (0.03) $ (0.04) $ (0.04) $ (0.18)
Cumulative effect of accounting
change - - - - -
--------------- --------------- -------------- -------------- -----------------
Total $ (0.01) (0.03) $ (0.04) $ (0.04) $ (0.18)
=============== =============== ============== ============== =================
Weighted Average Common Shares
Outstanding 24,711,738 2,578,238 6,303,145 2,418,825 4,846,156
=============== =============== ============== ============== =================
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
Six Months Ended March 31, 2003 and 2002, and
October 20, 1999 (Development Stage Inception) to March 31, 2003
October 20,
1999
(Development
Six Months Ended Stage
March 31, Inception) to
------------------------------- March 31,
2003 2002 2003
-------------- -------------- --------------
Cash Flows from Operating Activities
Operating Activities:
Net loss $ (274,920) $ (102,251) $ (902,690)
Adjustments to Reconcile Net Loss to
Net Cash (Used) by Operating Activities
Depreciation and amortization 1,212 - 2,167
Bad debt expense 20,600 - 20,600
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 - - 96,555
System development expenses
incurred by assumption of
advances payable - - 42,147
Changes in Operating Assets and Liabilities
Loans receivable (43,919) - (43,919)
Accrued interest receivable (8,078) - (8,078)
Deposit - (353)
Accounts payable and accrued expenses 20,450 66,863 247,928
Accrued interest payable 78,502 - 78,502
-------------- -------------- --------------
Net Cash (Used) by
Operating Activities (192,850) (35,388) (451,717)
-------------- -------------- --------------
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
Net proceeds from term notes 109,490 - 109,490
Repayment of long term debt (7,040) - (7,040)
Net proceeds from officer loans - 35,388 5,428
Proceeds from shareholder loans - - 397,652
Repayment of a related party loan - - (96,555)
Repayment of advances payable - - (42,147)
Proceeds from (repayment of) third party loans (75,000) - (40,900)
Additional paid-in capital 105,000 - 105,000
-------------- -------------- --------------
Net Cash Provided By Financing 197,556 35,388 496,034
Activities
-------------- -------------- --------------
Net Increase in Cash 4,706 - 4,706
Cash Beginning of Period - - -
-------------- -------------- --------------
Cash, End of Period $ 4,706 $ - $ 4,706
============== ============== ==============
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
Six Months Ended
March 31,
---------------------------------
2003 2002
--------------- ---------------
Supplemental Disclosure of Cash Flow Information
Interest paid $ 45,923 $ -
=============== ===============
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 and six months ended March 31,
2003 and 2002 are not necessarily indicative of the results that may be
expected for the year 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.
Intangible Assets
Effective January 1, 2002, the Company adopted Statement of Financial
Accounting Standards ("FAS") No. 141 "Business Combinations" and 142 "Goodwill
and Other Intangible Assets." The Statements became effective for fiscal years
beginning after June 30, 2001 and December 15, 2001, respectively. Under the
new standards, goodwill and intangible assets with indefinite lives will no
longer be subjective to amortization but will be reviewed for potential
impairment annually or upon the occurrence of an impairment indicator. Other
intangible assets will continue to be amortized over their useful lives. The
Company has not yet determined the impact, if any, on its earnings or financial
position of the required impairment tests of goodwill and intangible assets.
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
$(902,690) and $4,706 of cash at March 31, 2003. 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:
March 31, September 30,
2003 2002
---------------- -----------------
Cost
Computer system $ 5,038 $ 2,388
Accumulated depreciation 1,212 (955)
---------------- -----------------
Net property and equipment $ 3,826 $ 1,433
================ =================
The aggregate depreciation charged to operations for the three and six months
ended March 31, 2003 and 2002 was $606, $1,212, $0 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:
March 31, September 30,
2003 2002
---------------- -----------------
Note receivable (dated January 31, 2002) from former $ 242,379 $ -
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.
Less current portion (48,736) -
---------------- -----------------
Note receivable, net of current portion $ 193,643 $ -
================ =================
Interest receivable totaling $20,197 at March 31, 2003 has been accrued.
Loans receivable consists of working capital loans made to a former member of
Idoleyez, totaling $82,396. Advances made during the three and six month periods
ended March 31, 2003 were $20,841 and $43,919, respectively.
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:
March 31, September 30,
2003 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 and six months ended March 31, 2003, 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 and acquisition
costs at the end of the current period, and it was determined that no impairment
of these intangible assets 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 accrued at
20% per month thereafter. The loan was secured by all shares received by Thom
Hayward as a result of the merger, as well as other personal assets of Thom
Hayward. During the three months ended March 31, 2003, the Company made payments
of $140,000 against principal and accrued interest on this loans, leaving a
balance of accrued interest only at March 31, 2003 of $32,800.
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 March 31, 2003 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:
March 31, 2003 September 30, 2002
---------------- -----------------
Due upon obtaining additional funding
Various notes ($226,859 due current shareholders/related
party) bearing interest at rates ranging from 5.5% to 15%.
Guaranteed by Thom Hayward. $ 360,354 $ -
Issued for services and due upon obtaining additional services
Note due current shareholder bearing interest at 5.5%.
Guaranteed by Thom Hayward. 50,000 -
Due within 12 months
Note due current shareholder bearing interest at 10%,
original due date of
January 15, 2003, extended to August 15, 2003
Guaranteed by Thom Hayward. - 75,000
---------------- -----------------
Total term notes payable $ 485,354 $ -
================ =================
NOTE 9. LONG-TERM DEBT
Long-term debt consists of the following:
March 31, September 30,
2003 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. $ 145,214 $ -
Less current portion 11,000 -
---------------- -----------------
Noncurrent Portion $ 134,214 $ -
================ =================
Maturities of long-term debt are summarized as follows:
Periods ending September 30, Amount
-----------------
2003 $ 4,037
2004 15,497
2005 22,443
2006 25,795
2007 29,648
Thereafter 47,794
-----------------
Total $ 145,214
=================
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 with monthly rentals of $450.
Total lease expense charged to operations was $1,350, $10,950, $2,400 and $2,400
for the three and six months ended March 31, 2003 and 2002, 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.
NOTE 12. RELATED PARTY TRANSACTIONS
During the three months ended March 31, 2003, the Company borrowed:
$10,000 from Mark Zengo, a shareholder and director of the Company.
$10,000 from Bonnie Ellison, a shareholder of the Company.
$55,000 from Rod Hayward, the brother of Thom Hayward. Thom Hayward is a
shareholder and director of the Company.
Amounts due to related parties are summarized in Note 8.
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 13. 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 Six Months Six Months
Ended March Ended March Ended March Ended March
31, 2003 31, 2002 31, 2003 31, 2002
-------------- -------------- -------------- --------------
Revenues $ - $ - $ - $ -
Loss from continuing operations (152,755) (65,429) (274,920) (102,251)
Net loss (152,755) (65,429) (274,920) (102,251)
Loss per share (0.01) (0.03) (0.04) (0.04)
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 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 acquisitions,
a private placement, an equity line of credit 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.
4
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.
5
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
May 20, 2003
6
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
May 20, 2003
7
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)
May 20, 2003
