-----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, IALBVunvRqsbjkM/CNeoyHh7GBsw6bI1FPhg5K49mejCbHf7ldbrWLeFfKqu4xKC EXtnERdX7oE1I54fiqI6RA== 0001019687-01-500614.txt : 20010815 0001019687-01-500614.hdr.sgml : 20010815 ACCESSION NUMBER: 0001019687-01-500614 CONFORMED SUBMISSION TYPE: 10QSB PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20010630 FILED AS OF DATE: 20010814 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: 1934 Act SEC FILE NUMBER: 000-27631 FILM NUMBER: 1709583 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 tman_10qsb.txt UNITED STATES 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 June 30, 2001 OR [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from ____ to ___ Commission File Number 0-27631 TMANGLOBAL.COM, INC. (Name of registrant in its charter) FLORIDA 65-0782227 (State or other jurisdiction of (I.R.S. Employer Identification No.) Incorporation or Organization) 10693 ANNA MARIE DRIVE, GLEN ALLEN, VIRGINIA 23060 (804) 290-0803 (Address and telephone number of principal executive offices) ---------------------------------- Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. YES [X] NO [ ] Indicate the number of shares outstanding of each of the issuer's classes of common stock, as of the latest practicable date. As of August 10, 2001, the Registrant had 9,086,053 outstanding shares of Common Stock, par value $.0001 per share. TMANGLOBAL.COM, INC. FORM 10-Q QUARTER ENDED JUNE 30, 2001 PAGE NO. -------- PART I. FINANCIAL INFORMATION 1 ITEM 1. FINANCIAL STATEMENTS - TMANGLOBAL.COM, INC. (UNAUDITED) 1 CONDENSED BALANCE SHEETS (UNAUDITED) AT JUNE 30, 2001 2 CONDENSED STATEMENTS OF OPERATIONS (UNAUDITED) FOR THE THREE 3 MONTHS ENDED JUNE 30, 2001 AND 2000, AND FOR THE NINE MONTHS ENDED JUNE 30, 2001 AND 2000 CONDENSED STATEMENTS OF CASH FLOWS (UNAUDITED) FOR THE NINE MONTHS 4 ENDED JUNE 30, 2001 AND 2000 NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS 5-7 ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF RESULTS OF OPERATIONS 8-10 AND FINANCIAL CONDITION PART II. OTHER INFORMATION 10 ITEM 1. LEGAL PROCEEDINGS 10 ITEM 4. SUBMISSION MATTERS TO A VOTE OF SECURITY HOLDERS 10 ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K 10 SIGNATURES 11 PART I. FINANCIAL INFORMATION ITEM 1. FINANCIAL STATEMENTS - TMANGLOBAL.COM, INC. (UNAUDITED) 1 TMANGLOBAL.COM, INC. CONDENSED BALANCE SHEET (UNAUDITED) JUNE 30, 2001 ASSETS ------ JUNE 30, 2001 ------------ Cash $ 4,304 ------------ Total assets $ 4,304 ============ LIABILITIES AND STOCKHOLDERS' DEFICIT ------------------------------------- Current liabilities: Bank overdraft $ 63 Accounts payable 5,590 Accrued expenses 14,985 Notes payable - stockholders 79,000 Notes payable - other 250,759 Officer Loans 5,084 Total current liabilities 355,481 ------------ Equity subject to redemption 30,000 ------------ Stockholders' deficit: Common stock, $0.0001 par value; 20,000,000 909 shares authorized; 9,086,053 shares issued and outstanding Additional paid-in capital 3,530,946 Subscriptions receivable (15,000) Accumulated deficit (3,898,032) ------------ Total stockholders' deficit (381,177) ------------ Total liabilities and stockholders deficit $ 4,304 ============ -See accompanying notes to condensed financial statements- 2 TMANGLOBAL.COM, INC. CONDENSED STATEMENT OF OPERATIONS (UNAUDITED) FOR THE THREE MONTHS ENDED JUNE 30, 2001 AND 2000, AND FOR THE NINE MONTHS ENDED JUNE 30, 2001 AND 2000
Three Months Ended Nine Months Ended June 30 June 30 2001 2000 2001 2000 ---------- ------------ ------------ ------------ Revenue - $ 6,003 $ 8,185 $ 21,748 Cost of sales - (3,902) (5,699) (14,496) ---------- ------------ ------------ ------------ Gross profit ( - ) 2,101 2,486 7,252 General and administrative expenses 8,228 52,025 179,054 260,547 ---------- ------------ ------------ ------------ Loss from continuing operations ( - ) (49,924) (176,568) (253,295) Interest expense 8,285 - (100,944) - Discontinued operations: Gain on disposal of subsidiary - - - 168,891 Loss from operations of discontinued subsidiary - - - (49,929) ---------- ------------ ------------ ------------ Net Loss $ (16,513) $ (49,924) $ (277,512) $ (134,333) ========== ============ ============ ============ Loss per share - basic and diluted $ ( -) $ (0.01) $ (0.03) $ (0.02) ========== ============ ============ ============ Weighted average number of shares - basic and diluted 9,086,053 6,197,554 8,128,220 6,064,221 ========== ============ ============ ============
-See accompanying notes to condensed financial statements- 3 TMANGLOBAL.COM, INC. CONDENSED STATEMENTS OF CASH FLOWS (UNAUDITED) FOR THE NINE MONTHS ENDED JUNE 30, 2001 AND 2000 NINE MONTHS ENDED JUNE 30, 2000 2001 ---------- ---------- Net cash used in operating activities $(122,411) $ (86,636) Cash flows from investing activities: Payments on loans receivable 16,167 14,819 Cash flows from financing activities: Proceeds from officer loan 5,084 - Proceeds from convertible/ common stock 90,000 15,000 Loan payable - related party (1,500) - Payments on long term debt - (21,363) Proceeds from long term debt - 40,000 Checks outstanding in excess of bank balance 533 (8,592) Net cash provided by financing activities 94,117 25,045 ---------- ---------- Net decrease in cash and equivalents (12,127) (46,772) ---------- ---------- Cash at beginning of period 16,431 47,470 ---------- ---------- Cash at end of period $ 4,304 $ 698 ========== ========== -See accompanying notes to condensed financial statements- 4 TMANGLOBAL.COM, INC. NOTES TO CONDENSED FINANCIAL STATEMENTS (UNAUDITED) NOTE 1 - BASIS OF PRESENTATION - ------------------------------ The accompanying unaudited condensed financial statements of TMANglobal.com, Inc., a Florida corporation (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 nine months ended June 30, 2001 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 Form 10-KSB. NOTE 2 - DISCONTINUANCE OF OPERATIONS - ------------------------------------- During the quarter ended March 31, 2001, the Company terminated all of its operations. Currently, the Company maintains no operations, employs no part-time or full time employees and engages in no promotional or sales activities. As of the same date, the Company has no source of revenue or income. However, the Company has costs associated with its continued existence as an Exchange Act reporting company. In addition, (1) the Company's officers and directors resigned, (2) new directors were appointed to the Board of Directors, and (3) a new president and chief executive officer was appointed by the Board of Directors. (Also see Note 5). NOTE 3 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - ---------------------------------------------------- USE OF ESTIMATES The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the period. Actual results could differ from those estimates. 5 TMANGLOBAL.COM, INC. NOTES TO CONDENSED FINANCIAL STATEMENTS (UNAUDITED) BASIC LOSS PER SHARE Basic loss per share is computed by dividing the net loss by the weighted average number of shares of a common stock outstanding during the year. Common stock equivalents are not included in the weighted average calculation since their effect would be anti-dilutive. CASH AND CASH EQUIVALENTS For purposes of the statements of cash flows, the Company considers all cash and other demand deposits to be cash and cash equivalents. As of June 30, 2001, the Company had no cash equivalents. NOTE 4 - SUBSEQUENT EVENTS - -------------------------- During the second quarter ended March 31, 2001, the Company issued $139,759 of convertible notes in settlement of accounts payable, accrued expenses and due to stockholders. In addition, an additional $90,000 of convertible notes were issued for cash. A summary of the convertible notes is as follows: Due to stockholders, interest rate of 10%, due January 31, 2003, convertible into common stock at $.03 per share $ 79,000 Due to unrelated parties, interest rate of 12%, due on demand, convertible into common stock at $.01 per share 60,000 Due to unrelated parties, interest rate of 12%, due on demand, convertible into common stock at $.03 per share 42,759 Due to unrelated parties, interest rate of 10%, due January and February, 2002, convertible into common stock at $.01 per share 30,000 Due to unrelated parties, interest rate of 0%, due February 28, 2002, convertible into common stock at $.03 per share 18,000 ----------- $ 229,759 Certain of the above issuances were considered to have an embedded beneficial conversion feature because the conversion price was less than the quoted market price. Accordingly, the beneficial conversion feature was valued separately and the intrinsic value, essentially interest, was recorded as a charge to operations in the amount of $90,000 with a corresponding credit to additional paid-in capital. 6 TMANGLOBAL.COM, INC. NOTES TO CONDENSED FINANCIAL STATEMENTS (UNAUDITED) In addition, the Company assigned the balance of the FSGH promissory note receivable in payment of incurred legal services. In January 2001, the Company reduced the option price on its outstanding options to $.01 per share while reducing the number of options outstanding among its option holders. In addition, the expiration date of the options was changed to January 31, 2001. Accordingly, 3,048,500 shares of common stock were issued to option holders who elected to exercise. Because the exercise price was less than the quoted market price, $60,970 was charged to operations during the quarter ended March 31, 2001 relating to this price difference. During the third quarter ended June 30, 2001, the Company's President and Chief Executive Officer loaned $5,084 to the Company. The advance loan bears no interest and has no due date. NOTE 5 - MANAGEMENT'S CONSIDERATION OF GOING CONCERN MATTERS - ------------------------------------------------------------ As shown in the accompanying financial statements, the Company incurred a net loss of $277,512 during the nine months ended June 30, 2001. In addition, the Company does not expect to generate any working capital or cash flow sufficient to fund its future business activities, if any. The ability of the Company to continue as a going concern is dependent on (1) the Company's ability to develop a sustainable alternative business model to replace the current one, and (2) the Company's ability to obtain additional financing to fund such alternative business model. There can be no assurance that the Company's efforts to find such alternative model will be successful nor can there be any assurance that such model will be economically viable. The financial statements do not include any adjustments that might be necessary if the Company is unable to continue as a going concern. 7 ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS The following discussion and analysis of the results of operations and financial condition of TMANglobal.com, Inc. should be read in conjunction with the information contained in the consolidated financial statements and notes thereto appearing elsewhere herein and in conjunction with the Management's Discussion and Analysis set forth in the Company's Form 10-KSB filing for the year ended September 30, 2000. FORWARD LOOKING INFORMATION 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. OVERVIEW TMANglobal.com, Inc. ("TMAN" or the "Company"), 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. ("TMAN On-Line") on December 21, 1998 (for accounting purposes the transaction was effective on January 1, 1999). On January 12, 2001 the Company ceased substantially all of its Internet operations and suspended all activities of its e-commerce segment in addition to terminating all employees as of January 31, 2001. As of the same date, the Company has no source of revenue or income. The Company experienced a net loss of $434,473 during the year ended September 30, 2000, and a net loss of $277,512 for the nine months ended June 30, 2001, and had negative cash flows from operations for the year ended September 30, 2000 and the nine months ended June 30, 2001. The Company experienced no loss from discontinued operations during the fiscal quarter ended June 30, 2001, since TMAN's net loss for the same fiscal period was limited to the Company's general and administrative expenses and interest expense only. The Company's management expects that the Company will continue to experience losses from discontinued operations during the current fiscal year. 8 Currently, the Company maintains no operations, employs no part-time or full-time employees and engages in no promotional or sales activities. There have been no changes, material or otherwise, in operations or structure of the Company since the filing of the last quarterly report on Form 10-QSB for the period ending March 31, 2001 through the period covered by this report. However, the Company continues to incur expenses associated with its continued existence as an Exchange Act reporting company. There is no assurance that the Company will be able to meet these maintenance expenses or to maintain its reporting status under the Exchange Act. Further, there can be no assurance that the Company will be able to secure requisite financing to meet these expenses, or, if available, such financing would be obtained on terms favorable to the Company. The Company's management is actively seeking merger or consolidation opportunities, but no formal arrangement has been materialized as of the period covered by this report. RESULTS OF OPERATIONS - THREE-MONTH PERIOD ENDED JUNE 30, 2001 AND 2000 During the three-month period ended June 30, 2001, the Company's revenues had no revenues as compared to $8,185 for the similar period in 2000. This decrease was directly attributable to the Company's decision to permanently shut down its SuperMall, the Company's e-commerce segment and World Wide Web sales outlet, on January 31, 2001. As the Company ceased all of its sales operations, there was no cost associated with sales for the three-month period ended June 30, 2001, as compared to $5,699 for the three-month period ended June 30, 2000, a decrease of $5,699. General and administrative expenses for the three-month period ended June 30, 2001 were $8,228 as compared to $179,054 for the same period ended June 30, 2000. This substantial decrease was directly related to the management's determination to reduce the Company's overhead and administrative expenses to a minimum, including no current spending on the Company's infrastructure and growth needs. The Company suffered a net loss of $16,513 (which constituted no loss per share) during the three-month period ended June 30, 2001 as compared to a net loss of $277,512 (or loss of $.03 per share) for the similar period in 2000. LIQUIDITY AND CAPITAL RESOURCES As of June 30, 2001, the Company's cash (the Company's only asset as of the same date) and total asset balance was $4,304. Operating activities during the nine-month period ended June 30, 2001 accounted for the use of $122,411, as compared to $86,636 used during the same period ended June 30, 2000. The Company has been unable to fund its cash flow needs on an on-going basis as TMAN has effectively ceased all of its operations as of January 12, 2001. The Company's liquidity shortfalls from operations during the nine months ended June 30, 2001 have been funded through several transactions with principal shareholders and officers of the Company, as well as the periodic suspension of compensation to its officers. 9 As the Company terminated all of its operations, the Company does not expect to generate any working capital or cash flow sufficient to fund its future business activities, if any, during the twelve months following the date hereof. During the nine-month period ended June 30, 2001, the Company realized a net loss of $277,512. The Company experienced no loss from discontinued operations for the nine-month period ended June 30, 2001. The Company expects to continue to incur expenses associated with its continued existence as an Exchange Act reporting company. discontinued operations through the fiscal year ended September 30, 2001. The ability of the Company to fund its future business activities, if any, during the next twelve months will largely be dependent on both (1) the Company's ability to develop a sustainable alternative business model to replace the current one, and (2) the Company's ability to obtain additional financing to fund such alternative business model. There is no assurance that the management of the Company will be able to design such alternative model. There is also no assurance that such model will be economically viable should management design such a plan in the near future. SUBSEQUENT EVENTS On January 12, 2001, the TMAN Board of Directors voted to close the Bangkok office and terminate all the Company's employees as of January 31, 2001. As of March 31, 2001, the SuperMall is permanently closed. TMAN's Board of Directors has been working with the Company's existing creditors to satisfy the Company's debts by converting the Company's current debt into equity, including converting the back salaries of its principals into convertible promissory notes. As of June 30, 2001, TMAN has sold all of its martial arts-related properties back to The Martial Arts Network, Inc. in exchange for the cancellation of all remaining indebtedness to the parent company. PART II. OTHER INFORMATION ITEM 1. LEGAL PROCEEDINGS TMANglobal.com is party to various legal proceedings arising in the ordinary course of business. The Company believes there is no proceeding, either threatened or pending, against it that could result in a material adverse effect on its results of operations or financial condition. ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS None. ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K (a) EXHIBITS. None. (b) REPORTS ON FORM 8-K. None. 10 SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Company has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized. TMANglobal.com, Inc. By: /s/ Robert J. Carlin ---------------------------------- Robert J. Carlin, President, Chief Executive Officer Date: August 13, 2001 11 -----END PRIVACY-ENHANCED MESSAGE-----