-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, QpVZSdmPOVYkcQ6FnboDqLRENbso65wKL7yB5G77uVWshUPv2H6saWTW8imrqnDp 3/AEL5My+PGrXNzRXcpz4A== 0001019687-01-000299.txt : 20010313 0001019687-01-000299.hdr.sgml : 20010313 ACCESSION NUMBER: 0001019687-01-000299 CONFORMED SUBMISSION TYPE: 10QSB PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20001231 FILED AS OF DATE: 20010312 FILER: COMPANY DATA: COMPANY CONFORMED NAME: TMANGLOBAL COM INC CENTRAL INDEX KEY: 0001096275 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-BUSINESS SERVICES, NEC [7389] IRS NUMBER: 650782227 STATE OF INCORPORATION: FL FISCAL YEAR END: 0930 FILING VALUES: FORM TYPE: 10QSB SEC ACT: SEC FILE NUMBER: 000-27631 FILM NUMBER: 1565857 BUSINESS ADDRESS: STREET 1: 1000 UNIVERSAL STUDIOS PLAZA STREET 2: BUILDING 22A CITY: ORLANDO STATE: FL ZIP: 32819-7610 BUSINESS PHONE: 4073704460 MAIL ADDRESS: STREET 1: 1000 UNIVERSAL STUDIOS PLAZA STREET 2: BUILDING 22A CITY: ORLANDO STATE: FL ZIP: 32819-7610 10QSB 1 0001.txt TMANGLOBAL.COM, INC. AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON MARCH 12, 2001 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, 2000 ----------------- [ ] TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT For the transition period from ------- to ------ Commission file number 0-27631 TMANGLOBAL.COM, INC. (Exact name of small business issuer as specified in its charter) FLORIDA 65-0782227 (State or other jurisdiction of (I.R.S. Employer Identification No.) incorporation or organization) 1000 UNIVERSAL STUDIOS PLAZA, BUILDING 22A, ORLANDO, FL 32819-7610 (Address of principal executive offices) (Zip Code) Issuer's Telephone Number: (407) 370-4460 Check whether the issuer (1) filed all reports required to be filed by Section 13 or 15(d) of the Securities 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 [ ] Check whether the registrant filed all documents and reports required to be filed by Section 12, 13 or 15(d) of the Exchange Act after the distribution of securities under a plan confirmed by a court. Yes [X] No [ ] State the number of shares outstanding of each of the issuer's classes of common equity as of the latest practicable date: March 9, 2001: 6,214,553 Transitional Small Business Disclosure Format (check one): Yes [ ] No [X] TMANglobal.com, Inc. PAGE ---- Part I. - Financial Information Item 1. Condensed Financial Statements: Condensed Balance Sheet (Unaudited) as of December 31, 2000 Condensed Statements of Operations (Unaudited) for the three months ended December 31, 2000 and 1999 Condensed Statements of Cash Flows (Unaudited) for the three months ended December 31, 2000 and 1999 Notes to Condensed Financial Statements Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations Signatures TMANGLOBAL.COM, INC. CONDENSED BALANCE SHEET (UNAUDITED) DECEMBER 31, 2000 ================================================================================ ASSETS ------ DECEMBER 31, 2000 ----------------- Current assets: Cash $ 200 Accounts receivable, net 974 Current maturity of notes receivable 45,613 Prepaids and other current assets 1,393 ------------ Total current assets 48,180 ------------ Property and equipment, net 1,883 ------------ Total assets $ 50,063 ============ LIABILITIES AND STOCKHOLDERS' DEFICIT ------------------------------------- Current liabilities: Bank overdraft $ 533 Accounts payable 150,275 Accrued expenses 80,542 Due to stockholders 4,147 Loans payable - other 115,620 ------------ Total current liabilities 351,117 ------------ Equity subject to redemption 30,000 ------------ Stockholder's deficit: Common stock, $0.0001 par value; 20,000,000 shares authorized; 6,214,553 shares issued and outstanding 621 Additional paid-in capital 3,364,394 Subscriptions receivable (15,000) Accumulated deficit (3,681,069) ------------ Total stockholders' deficit (331,054) ------------ Total liabilities and stockholders' deficit $ 50,063 ============ See accompanying notes to condensed financial statements. -1- TMANGLOBAL.COM, INC. CONDENSED STATEMENTS OF OPERATIONS (UNAUDITED) FOR THE THREE MONTHS ENDED DECEMBER 31, 2000 AND 1999 ===================================================================================
THREE MONTHS ENDED DECEMBER 31, 2000 1999 ------------ ------------ Revenue $ 7,579 $ 9,018 Cost of sales 4,810 5,688 ------------ ------------ Gross profit 2,769 3,330 ------------ ------------ General and administrative expenses 64,846 132,988 ------------ ------------ Loss from operations (62,077) (129,658) ------------ ------------ Interest income (expense) 1,527 (63) ------------ ------------ Discontinued operations: Loss from operations of discontinued subsidiary - (61,358) Net loss $ (60,550) $ (191,079) ============ ============ Loss per share - basic and diluted $ (0.01) $ (0.03) ============ ============ Weighted average number of shares - basic and diluted 6,214,553 5,897,554 ============ ============
See accompanying notes to condensed financial statements. -2- TMANGLOBAL.COM, INC. CONDENSED STATEMENTS OF CASH FLOWS (UNAUDITED) FOR THE THREE MONTHS ENDED DECEMBER 31, 2000 AND 1999 ================================================================================ THREE MONTHS ENDED DECEMBER 31, 2000 1999 --------- --------- Net cash used in operating activities $(24,837) $(30,207) --------- --------- Cash flows from investing activities: Loan receivable - related party - (8,147) Payments on loans receivable 9,573 - --------- --------- Net cash provided (used) by investing activities 9,573 (8,147) --------- --------- Cash flows from financing activities: Loan payable - related party (1,500) 7,447 Payments on long term debt - (8,316) Checks outstanding in excess of bank balance 533 - --------- --------- Net cash used by financing activities (967) (869) --------- --------- Net decrease in cash (16,231) (39,223) --------- --------- Cash at beginning of period 16,431 47,470 --------- --------- Cash at end of period $ 200 $ 8,247 ========= ========= See accompanying notes to condensed financial statements. -3- TMANGLOBAL.COM, INC. NOTES TO CONDENSED FINANCIAL STATEMENTS ================================================================================ NOTE 1 - BASIS OF PRESENTATION - ------------------------------ The accompanying unaudited condensed financial statements of TMANglobal.com, Inc. (the "Company") have been prepared in accordance with generally accepted accounting principles for interim financial information and Regulation S-B. Accordingly, they do not include all of the information and footnotes required for complete financial statements. In the opinion of management, all adjustments (consisting of normal recurring accruals) considered necessary for a fair presentation of the results for the interim periods presented have been included. Operating results have been determined on the basis of generally accepted accounting principles and practices applied consistently with those used in the preparation of the Company's Annual Financial Statements for the year ended September 30, 2000. Operating results for the three months ended December 31, 2000 are not necessarily indicative of the results that may be expected for the year ending September 30, 2001. It is recommended that the accompanying condensed financial statements be read in conjunction with the financial statements and notes for the year ended September 30, 2000, found in the Company's Annual Report. NOTE 2 - SUBSEQUENT EVENTS - -------------------------- In December 2000 the Company had signed a letter of intent to acquire 100% of the outstanding common stock of iDVDBox, Inc. for 75% of the outstanding common stock of the Company. Under the terms of the agreement the Company would sell the TMANglobal.com name, logo, website and all other martial arts related assets to The Martial Arts Network, an affiliated company through common management. This letter of intent has since then expired. On January 12, 2001 the Company ceased substantially all Internet operations and suspended all activity on its e-commerce website in addition to terminating all employees as of January 31, 2001. On January 12, 2001 the Company reduced the exercise price for all outstanding stock options to $0.01. NOTE 3 - MANAGEMENT'S CONSIDERATION OF GOING CONCERN MATTERS - ------------------------------------------------------------ As shown in the accompanying financial statements, the Company incurred a net loss of $60,550 during the three months ended December 31, 2000. The ability of the Company to continue as a going concern is dependent on returning to profitable operations and obtaining additional equity and/or debt financing. The Company has developed a plan to obtain additional capital. The Company intends to attempt to raise additional capital in a private equity placement later in the 2001 calendar year. There can be no assurance that the Company's efforts will be successful. The financial statements do not include any adjustments that might be necessary if the Company is unable to continue as a going concern. No estimate has been made should management's plan be unsuccessful. The Company's e-commerce segment incurred a net loss of $60,550 for the three months ended December 31, 2000. Management plans to raise equity and financing through acquisitions and mergers. The Company's accounting services segment, Financial Standards Group, Inc. (FSG) incurred a net operating loss of $61,358 for the three months ended December 31, 1999. In January 2000, the Company sold FSG for $88,680. -4- ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF RESULTS OF OPERATIONS AND FINANCIAL CONDITION CERTAIN STATEMENTS CONTAINED HEREIN ARE NOT BASED ON HISTORICAL FACTS, BUT ARE FORWARD-LOOKING STATEMENTS THAT ARE BASED UPON NUMEROUS ASSUMPTIONS ABOUT FUTURE CONDITIONS THAT COULD PROVE NOT TO BE ACCURATE. ACTUAL EVENTS, TRANSACTIONS AND RESULTS MAY MATERIALLY DIFFER FROM THE ANTICIPATED EVENTS, TRANSACTIONS OR RESULTS DESCRIBED IN SUCH STATEMENTS. THE COMPANY'S ABILITY TO CONSUMMATE SUCH TRANSACTIONS AND ACHIEVE SUCH EVENTS OR RESULTS IS SUBJECT TO CERTAIN RISKS AND UNCERTAINTIES. SUCH RISKS AND UNCERTAINTIES INCLUDE, BUT ARE NOT LIMITED TO, THE EXISTENCE OF DEMAND FOR AND ACCEPTANCE OF THE COMPANY'S PRODUCTS AND SERVICES, REGULATORY APPROVALS AND DEVELOPMENTS, ECONOMIC CONDITIONS, THE IMPACT OF COMPETITION AND PRICING, RESULTS OF FINANCING EFFORTS AND OTHER FACTORS AFFECTING THE COMPANY'S BUSINESS THAT ARE BEYOND THE COMPANY'S CONTROL. THE COMPANY UNDERTAKES NO OBLIGATION AND DOES NOT INTEND TO UPDATE, REVISE, OR OTHERWISE PUBLICLY RELEASE THE RESULTS OF ANY REVISIONS TO THESE FORWARD-LOOKING STATEMENTS THAT MAY BE MADE TO REFLECT FUTURE EVENTS OR CIRCUMSTANCES. THE FOLLOWING DISCUSSION AND ANALYSIS OF THE RESULTS OF OPERATIONS AND FINANCIAL CONDITION OF THE COMPANY SHOULD BE READ IN CONJUNCTION WITH THE CONSOLIDATED FINANCIAL STATEMENTS AND NOTES THERETO INCLUDED ELSEWHERE IN THIS REPORT. OVERVIEW TMANglobal.com, Inc. ("TMAN"), a corporation formed under the laws of the State of Florida, is the result of a merger between FSGI Corporation and The Martial Arts Network On-Line, Inc. on December 21, 1998 (for accounting purposes the transaction was effective on January 1, 1999). In the fall of 1998, management of The Martial Arts Network On-Line, Inc. decided that it wished to expand its business model from that of being a purely educational and informative resource to one that would capitalize on e-commerce over the Internet. TMAN offered goods and services to the martial arts, extreme sports, and health and fitness markets, through its presence on the World Wide Web. TMAN also provided credit unions with comprehensive and internal regulatory compliance audit services, and related internal auditing, accounting and managerial advisory services, through its wholly-owned subsidiary, Financial Standards Group, Inc. ("FSG") until FSG's sale on January 27, 2000. TMAN traded on the Nasdaq OTC Bulletin Board under the symbol "CHOP". From November 1999, TMAN traded under the symbol "CHOPE" until it was delisted on December 1, 1999 for failure to comply with the Bulletin Board's revised eligibility rules. TMAN was reinstated for trading on the OTC Bulletin Board in November 2000. TMAN's principal executive offices are at 1000 Universal Studios Plaza, Building 22A, Orlando, Florida 32819-7610. Its telephone number is (407) 370-4460. TMAN experienced a net loss of $434,473 during the year ended September 30, 2000, and a net loss of $60,550 for the three months ended December 31, 2000, and had negative cash flows from operations for the year ended September 30, 2000 and the three months ended December 31, 2000. Moreover, management expects that TMAN will continue to experience losses during the current fiscal year. TMAN has developed a viable plan to continue as a going concern, dependent on TMAN obtaining additional capital. TMAN has received commitments for loans of up to $100,000 from its majority shareholders, officers, and other investors to meet its working capital needs; and TMAN intends to attempt to raise additional capital in a private equity placement later in the 2001 calendar year. There can be no assurance that TMAN's efforts will be successful. -5- RESULTS OF OPERATIONS - THREE-MONTH PERIODS ENDED DECEMBER 31, 2000 AND 1999 During the three-month period ended December 31, 2000, TMAN's revenues were $7,579 compared to $9,018 for the similar period in 1999. This small decrease was attributable to the e-commerce sales beginning to decrease as it became more difficult to resolve shipping problems from sales generated off of the website. Cost of sales were $4,810 for the three-month period ended December 31, 2000, compared to $5,688 for the three-month period ended December 31, 1999, a decrease of $878. When TMAN shuts down its product 'SuperMall' (the e-commerce component of its business), revenues and costs reflected in the TMAN's future financial statements will be substantially affected. The SuperMall has been temporarily offline for product re-tooling since January 12, 2001, but is now scheduled to close permanently on March 31, 2001. General and administrative expenses for the three-month period ended December 31, 2000 were $64,846 compared to $132,988 for the three-month period ended December 31, 1999. The difference is a result of the Company spending less on its overhead, including executive salaries. The Company also realized a $62,077 loss for the three-month period ended December 31, 2000 from operations of its discontinued subsidiary, FSG. As a result, the Company generated a net loss of $ (60,550) or ($ .01 per share) during the three-month period ended December 31, 2000 compared to a net loss of $ (191,079) or ($ .03 per share) for the similar period in 1999. LIQUIDITY AND CAPITAL RESOURCES As a result of continuing losses, the Company has been unable to fund its cash flow needs through cash generated by its operations. Contributing to this situation is the cyclical nature of the business, as well as the expenses normally related to the start-up and running of an Internet operation and the general climate in the marketplace towards dot.com companies. The Company's liquidity shortfalls form operations during the three months ended December 31, 2000 have been funded through several transactions with principal shareholders and others, as well as the periodic suspension of compensation to its officers. The Company intends to continue to seek alternative means of financing to enable it to continue as an on-going concern, although there is no guarantee that it will be successful in finding additional funds to continue present operations. As of December 31, 2000, the Company's cash balance was $200 and total assets, including promissory notes from FSGH, was $50,063. Operating activities during the three-month period ended December 31, 2000 accounted for the use of $24,837, as compared to $30,207 used in three-month period ended December 31, 1999. The Company expects that its working capital resources and the cash flow that it expects to receive from operations will not be sufficient to fund its working capital needs during the twelve months following the date hereof. During the three-month period ended December 31, 2000, the Company realized a net loss of $60,550. As of that same date, the Company's cash balance was $200. The Company expects to continue to operate at a loss through the fiscal year ended September 30, 2001. The ability of the Company to fund its working capital needs during the next twelve months will largely be dependent on its ability to obtain additional debt and equity financing. The Company has developed a viable plan to continue as a going concern, dependent on the Company obtaining additional capital. The Company has received commitments for loans of up to $100,000 from its majority shareholders and officers to meet its working capital needs; and the Company intends to attempt to raise additional capital in a private equity placement later in the 2001 calendar year. There can be no assurance that the Company's efforts will be successful. If available, such financing would likely result in substantial dilution to the existing shareholders of the Company. SUBSEQUENT EVENTS On December 15, 2000, TMAN signed a Letter of Intent to acquire 100% of the outstanding shares of iDVDBOX, Inc. in exchange for 75% of TMAN's outstanding shares. Both firms completed necessary due diligence, however, due to changing market conditions the Letter of Intent expired. Presently, TMAN is contemplating selling all of its martial arts-related properties back to The Martial Arts Network in exchange for the cancellation of all remaining indebtedness to them and is currently pursuing other potential merger/acquisition partners. The sale of assets will be subject to any required shareholder approval. On January 12, 2001, TMAN ceased all Internet operations and suspended all activity on its SuperMall. The SuperMall is now scheduled to close permanently on March 31, 2001. In addition, TMAN terminated all employees as of January 31, 2001. -6- SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the Company has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized. TMANglobal.com, Inc. By:/s/ Tony Interdonato -------------------- Tony Interdonato Chief Executive Officer Date: March 12, 2001 -----END PRIVACY-ENHANCED MESSAGE-----