UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 10-QSB
QUARTERLY REPORT FOR SMALL BUSINESS ISSUERS SUBJECT TO THE 1934
ACT REPORTING REQUIREMENTS
[X] QUARTERLY REPORT UNDER SECTION 13 OR 15(D) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the quarterly period ended March 31, 2000 Commission File No.
000-24595
9
AUDIOMONSTER ONLINE, INC.
(FORMERLY PROFESSIONAL MINING CONSULTANTS, INC.)
(Exact name of registrant as specified in its charter)
Nevada 000-24595 88-0343832
(State of (Commission (I.R.S. Employer
organization) File Number) Identification No.)
200-1311 Howe St., Vancouver, B.C. Canada V6Z 2P3
(Address of principal executive offices)
Registrant's telephone number, including area code (604) 691-1765
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 and (2) has been subject to such filing requirements
for the past 90 days. Yes X
There are 9,780,000 shares of common stock issued and outstanding
as of May 12, 2000.
PART I - FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
The financial statements and supplemental data required by this
Item follow the index of financial statements appearing at Item 6
of this Form 10Q-SB.
ITEM 2. MANAGEMENT'S PLAN OF OPERATION
NOTE REGARDING PROJECTIONS AND FORWARD LOOKING STATEMENTS
This statement includes projections of future results and
"forward-looking statements" as that term is defined in Section
27A of the Securities Act of 1933 as amended (the "Securities
Act"), and Section 21E of the Securities Exchange Act of 1934 as
amended (the "Exchange Act"). All statements that are included in
this Registration Statement, other than statements of historical
fact, are forward-looking statements. Although Management
believes that the expectations reflected in these forward-looking
statements are reasonable, it can give no assurance that such
expectations will prove to have been correct. Important factors
that could cause actual results to differ materially from the
expectations are disclosed in this Statement, including, without
limitation, in conjunction with those forward-looking statements
contained in this Statement.
Business Structure and Strategy
The Company was formed on August 28, 1995 under the laws of the
State of Nevada as Professional Mining Consultants, Inc. On May
15, 2000, the Company changed its name to AudioMonster Online,
Inc. pursuant to the terms of the Exchange Agreement to acquire
591519 B.C. Ltd., dba AudioMonster Online ("Audio"). Its
principal place of business is located at 200-1311 Howe St.,
Vancouver, B.C. Canada V6Z 2P3.
The Company was originally organized for the purpose of setting
up a Mining Consultant and Engineering office in Las Vegas,
Nevada. The objective was to pursue consulting and management
contracts with startup and small mining companies who are seeking
professional and management expertise. The Company was to focus
on and specialized in developing strategies, extraction and
process technology, management and engineering for both open pit
and placer gold, silver and platinum mining operations.
The Company would provide its expertise in these areas to mining
companies, smelting plants, processing facilities and refineries
seeking to either establish a new operation or expand and improve
their current capabilities. The Company planned to hire
engineering and design people who had an in-depth background in
open pit and placer mining, geology, metallurgy, knowledge of
operating and design of a variety of concentration and milling
facilities, processing and smelting plants, refineries and
laboratories which are capable of running precious metals. These
people would be assigned a variety of different mining projects
around the world, where their proficiency in mining will be used
to set up new plants and facilities, improve current processes
and technology, and when applicable, provide reports and
evaluations for possible joint ventures. The Company was unable
to raise sufficient funding to pursue that objective, and
therefore abandoned its original business plan.
In September 1999, the Company abandoned its original business
plan as noted above and decided to pursue endeavors to seek a
company or companies that it can acquire or with whom it can
merge.
On May 12, 2000, the Company's predessor, Professional Mining
Consultants, Inc. ("PFMC"), entered into an Exchange Agreement
with a company then-known as AudioMonster Online, Inc. Under the
terms of the Agreement, the Company exchanged 2,000,000 shares of
its common stock for all of the shares of capital stock of
AudioMonster Online, Inc. PFMC was the acquiring company. Upon
completion of the Exchange Agreement, PFMC changed its name to
AudioMonster Online, Inc. and again changed its business plan to
the plan of the acquired company, AudioMonster Online, Inc. (see
below)
Financing Activities and Plans
AudioMonster has engaged the services of ProDiMax GmbH to obtain
early stage financing for the company. These financing activities
have included accepting funds via unsecured loans from a very
small group of private investors from Europe. These loans will be
converted to equity in the future.
Management believes that with the strength of the company's
business plan and financial consultants the company expects to
raise USD$2.8 million via the public markets at the commencement
of trading. An, additional offering will be offered when the
stock price appreciates to raise and additional USD$7.2 million
to reach the USD$10 million target so that the company can
commence rapid execution of its business plan.
Business Units
The company has been broken down into logical business units that
can be individually managed. Each unit has a clear mandate to
achieve and each unit if very successful could easily be a
sustaining business on is own. The business units are held by the
company
Music Label - AudioMonster.com
The original AudioMonster.com music label is already operational
and is currently focusing on aggregating quality music in the
alternative and electronic (techno) music genres. These
particular genres have been chosen because it is an area of
strength for AudioMonster's A&R consultants and because these
genres represent growing areas within the music industry. The
goal of this unit is to sign publishing and distribution deals
with quality recognized artists. This business unit has recently
signed exclusive distribution deals with both Art Bergmann and
Randy Bachman's new band Garnet Sweatshirt. Products from this
music label will be shipping in June 2000.
AudioMonster is currently developing its web site and e-commerce
systems. AudioMonster will not limit its music distribution
solely to its own web site and will sell its CDs in traditional
brick and mortar stores as well as other areas on the Internet.
AudioMonster also intends to sublicense its rights to foreign
music labels for select geographical areas.
The company may also develop other brands of music labels that
focus on specific genres in the future. The key to developing a
successful music label is based upon having a group of like
minded individuals focus towards a general artistic goal. Often
artists will attract other artists to a label. Also, once
customers experience the product will likely return because of
the consistency of the label. Thus focussing the label towards
specific genres makes great sense from both label development and
customer perspectives.
B2B Trading Network - ENTO.NET
The ENTO entertainment-trading network is under development. The
ENTO concept is to establish a business to business trading zone
so that rights, goods and services can be traded in a web based
environment. The company believes this is a huge new market that
has been enabled by the rapid adoption of the Internet as a
widely accepted e-commerce platform. The inspiration for this
service is derived from AudioMonster's music licensing activities
and the company's desire to perform these activities in a more
efficient manner.
Audio Advertising Network - DoubleListen.com
The DoubleListen audio advertising network is under development.
The DoubleListen concept is to establish an MP3 audio advertising
network. This network takes advantage of dynamic MP3 streaming
technologies to integrate advertisements onto both sides of an
MP3 track (hence the name `DoubleListen'). Attaching
advertisements to MP3 files and hosting them in a reliable high
bandwidth environment should enable a new mode of music
distribution that will fairly compensate artists and provide a
unique medium for advertisers. Think of DoubleListen as the
DoubleClick of the audio ad world.
Investment/Acquisition Unit
The Investment and Acquisition Unit is actively pursuing
investment and acquisition opportunities. This business unit has
already initiated activity to acquire a company many times the
size of AudioMonster in terms of revenues. If this acquisition is
successful revenue of at least USD$40 million per year will flow
in to AudioMonster. For the company to get to critical mass
quickly this business unit is extremely important towards
maintaining rapid growth of the company.
Software and Web Development
In order to support the company's business units, AudioMonster
has launched a development effort to create the company's web
properties. The development effort will also spin-off generic
technology that will be useful or licensable in service
offerings. The web sites will consist of professionally designed
graphics, HTML, JavaScript and PHP/PERL backend code that is
responsible for user interaction, event tracking and database
functions.
Music Label Development
In order to launch a music label it requires unique proprietary
content. This content comes in the form of quality music from
recognized artists. The music label business units are expected
to sign publishing and distribution deals with number of artists
throughout the year. Having artists such as Art Bergmann and
Randy Bachman on board will help attract other respected artists.
AudioMonster is already locally recognized as a hot new Internet
music label and the business is only just getting started. A
music label needs only one hit act to make the entire label a
success. For example, Sub Pop a Seattle based music label
introduced a band called Nirvana in the early 1990s. With
Nirvana's success Sub Pop was able to sell their label to Sony
for a reported $300 million dollars.
Launch
The company will identify a suitable launch dates throughout year
2000 for each web property under development. In the case of
DoubleListen, the caliber of advertisers will be selected so that
they will help validate the new advertising medium and help
entice new advertisers to work with the company.
The company will promote on a variety of mediums including the
Internet, print, radio and television. Print advertising will be
executed in both national and regional publications. National
publications may include Wired, Shift and other magazines that
are popular with music collectors. Regional publications will
include Vancouver's Georgia Straight, Seattle's Rocket, and
Toronto's Exclaim amongst others. The company is negotiating
rights to be the main television sponsor of the Love Parade in
Berlin, Germany which is expected to have an audience of over 1
million people attending the parade. Television coverage is
expected go out to 56 different countries with AudioMonster.com
being the primary sponsor for the television coverage.
Marketing Strategy
Philosophy
"To sell more products and services by defining and creating new
markets and distribution channels."
Targets & Initiatives
The company is targeting products, service and opportunity to
seven distinct groups:
1. Web surfers
2. Music collectors
3. Musical artists
4. Music professionals
5. Musical right holders
6. Advertisers
7. Investors
Brand Marketing
The company is developing a small number of Internet brands. The
company has secured the domain names for AudioMonster.com,
DoubleListen.com and ENTO.NET that will be the building blocks
for these brands. Initial feedback from both English and non-
English speaking people has been extremely positive about these
names. Additionally, the company has initiated the trademark
process in both the US and Canada for protection of these domain
names.
AudioMonster Brand
The brand AudioMonster is and will continue to be synonymous with
awesome quality. Hence, the positioning statement: your portal to
awesome audio. Brand development is considered when presenting
AudioMonster's corporate and artistic image. AudioMonster
realizes that everything it does, has and presents, says
something about the company and therefore helps establish
AudioMonster's brand.
AudioMonster will promote itself on a variety of mediums
including the Internet, print, radio and television. Print
advertising will be executed in both national and regional
publications. National publications may include Wired, Shift and
other magazines that are popular with music collectors. Regional
publications will include Vancouver's Georgia Straight, Seattle's
Rocket, and Toronto's Exclaim amongst others. The company is
negotiating rights to be the main television sponsor of the Love
Parade in Berlin, Germany which is expected to have an audience
of over 1 million people attending the parade. Television
coverage is expected go out to 56 different countries with
AudioMonster.com being the primary sponsor for the television
coverage.
AudioMonster is furthering brand development with the people and
artists we bring on board and associate with. Each individual is
reviewed as to not only what they can do for us, but as to how
they can further our overall objective by association. The people
we are bringing on board must be esteemed individuals that also
have the ability to attract others.
DoubleListen Brand
The brand DoubleListen shall be known as the engine of the audio
advertisement industry. DoubleListen will help advertisers reach
new customers and will help artists generate revenue from
Internet distribution of their music. DoubleListen will help take
advertising sponsored Internet music distribution to the next
level. The marketing plan includes selecting the caliber of
advertisers so that they will help validate the new advertising
medium and help entice new advertisers to work with the company.
ENTO Brand
The brand ENTO shall be known as the primary trading zone for the
entertainment industry. The advent of web based trading systems
allows items to be efficiently traded in a faster and open
markets. ENTO helps match buyers to sellers for items such as
products, services and musical rights. ENTO will be marketed to
holders of rights such as musicians and record labels including
the major record labels. Also, ENTO will be marketed to the music
industry service providers including recording studios, recording
engineers and music producers.
Music Label Marketing
The company has recognized the need to acquire the services of
established artists in order to develop the company's music
label. AudioMonster.com already has exclusive distribution
agreements with critically acclaimed artists including Art
Bergmann and Randy Bachman's new band `Garnet Sweatshirt'. These
artists have the respect of their peers and will lead the way to
help sign even more prominent artists. The music label will be
marketed as the hottest new label in the music business.
The excitement generated by AudioMonster's early efforts within
the Vancouver music scene is already gathering additional
momentum for the company as we have even now established serious
contacts with quality artists right across Canada and the USA.
Additionally, `Garnet Sweatshirt' one of the company's musical
acts has already received media articles in Toronto's Now
magazine regarding the band's forth coming album which is
exclusively distributed by AudioMonster.com.
The company has the luxury of originating from a city that holds
world recognition as a creative hotbed. This reputation has
drawn, and continues to draw top quality talent worldwide, thus
assisting the company's networking efforts to naturally expand
it's artist base beyond Vancouver. Also, AudioMonster has the
opportunity to tap into leading electronic music (techno) from
Germany. Germany is a world leader in the techno music genre
having bands like Kraftwerk help to define this genre years ago
much like the Beatles did for pop music in the U.K. and North
America. Techno music is extremely popular in Germany and is the
music of choice for German young people. AudioMonster intends to
market German techno music aggressively in North America.
Media Coverage
In addition to the traditional contractual advertising, the
company will issue press releases, as developments dictate, to
both the print and electronic media to assist in promotion of the
site on a non-paid basis. The company will engage reputable
publicists to execute this promotion. The company is in a
favorable position to receive its share of free press simply
because of the pioneering nature of the business alone. Also, the
company's association with recognized artists will naturally
carry entertainment news value.
Investor Relations
The company will engage in investor relation activities to assist
demand of the company's stock and to provide a liquid market. The
company intends to outsource its investor relation activities to
a reputable leading edge IR firm.
It is likely that the company will list pertinent business
activities on one of the more reputable stock information web
sites such as techstocks.com, ragingbull.com, stockhouse.com and
stockgroup.com. The company recognizes the importance of on-going
investor relations, and has allocated certain funds to ensure a
high level of awareness and interest.
Launch
The company will identify suitable launch dates throughout year
2000 for each web property under development. The company is
negotiating rights to be the main television sponsor of the Love
Parade in Berlin, Germany which is expected to have an audience
of over 1 million people attending the parade. Television
coverage is expected go out to 56 different countries with
AudioMonster.com being the primary sponsor for the television
coverage. The event itself will be on a scale indicative of
AudioMonster's quality image. The company recognizes the
importance this event will have towards early progress of brand
development.
Operations Plan
Domain Protection and Brand Building
AudioMonster is seeking protection of its domain names. It is
very critical that domain names are properly protected via
trademarks. The company leases the AudioMonster trademark from
the company founder Greg Corcoran for a token yearly payment.
AudioMonster has engaged attorneys in the US and Canadian to file
trademark applications in the appropriate jurisdictions.
AudioMonster has initiated trademark applications for both USA
and Canada and expects to receive those trademarks in the coming
months.
Web and Software Development
AudioMonster has launched a web development effort to develop its
web properties. AudioMonster outsources these web development
activities and has innovated remote development techniques that
allows a network of remote developers to work together to create
the necessary pieces that make up the company's web sites. This
technique allows AudioMonster to tap into global expertise in
specific niche areas. It also has the advantage that a central
office does not need to be maintained to house its developers.
Sites such as eLance.com and Ants.com indicate outsourcing is a
growing trend in the web business. AudioMonster has engaged a
number of contract web developers and web development companies
to help build its web properties.
Artist and Repertoire
AudioMonster has engaged the Canadian rock and roll legend Chris
Houston as an A&R director for the AudioMonster.com music label.
Mr. Houston has over 20 years of experience working in the North
American music industry. Mr. Houston has successfully signed Art
Bergmann and Garnet Sweatshirt to exclusive distribution deals
with the company and is in discussions with a number of promising
acts. Mr. Houston has a large network of contacts with well-known
musicians and music industry executives.
Audio Production
AudioMonster will assist its licensed artists to produce music
tracks and will produce audio advertisements on behalf of its
advertisers for a fee. AudioMonster has established relationships
with several quality-recording studios and will use these studios
to produce music for its artists and audio advertisements for its
advertisers.
Graphics Design
AudioMonster has a variety of graphic design needs ranging from
web graphics, to printing and CD packaging design. AudioMonster
has established relationships with several graphics design firms
to provide the various levels of service the company requires.
Product Manufacturing
AudioMonster has a requirement to manufacture hard copy CDs given
that the music industry is still in the transition stage of
moving from CD to MP3(or other competing format). Interestingly,
music collectors state that they enjoy having hard goods such as
CD but especially liner notes and inserts. Its highly possible
that demand for hard copies will never vanish, especially if the
hard copies are sold as limited editions and have the properties
of visual art. AudioMonster contracts Cinram for CD manufacturing
services.
Product Distribution
The AudioMonster.com music label has distribution requirements
for its online store and for traditional distribution of its
product to brick and mortar stores. An outsourced shipping
company shall handle orders from its online store. A traditional
record distributor shall be selected to get the companies
products racked in traditional CD stores.
Ad Sales
The Advertising Network business unit will be responsible for
selling advertising and sponsorship for audio content. The
company expects that ad space on MP3 tracks will be a big
success. The company will engage ad sales representatives to
garner accounts from corporate clients who wish to advertise
audio ads on music tracks. The company expects its initial
advertisers to be high profile companies.
Data Center
The company will locate its Data Center with Pair Networks, Inc
of Pittsburgh, Pennsylvania. Pair Networks is a leading supplier
of low cost Internet bandwidth and FreeBSD based Apache web
server platforms. Use of a third party vendor for these services
preserves substantial capital as AudioMonster does not have to
build its own Data Center.
Pair Networks maintains world-class facilities with its newly
constructed Data Center (January 1998). The Data Center includes
redundant cooling, dedicated fiber paths, complete two-stage
power protection, FM-200 fire suppression, 24-hour security, and
diverse, redundant network service. The servers are built to
stringent specifications and go through a rigorous testing
procedure prior to deployment. Extensive spare equipment is kept
on-site.
Pair uses a cluster of Exabyte Mammoth tape drives for 24-hour
backups of all servers. This is a more scalable, cost-effective,
and decentralized solution than a single giant tape library. The
tape drives are fed by 120Gb of staging storage in order to
ensure optimum throughput. Each tape is capable of storing 20Gb
before compression. Pair Networks employs a two-stage power
protection system to guarantee the best possible response to
power problems.
Pair Networks operates its own dedicated network for its web
hosting Data Center. All of the servers are connected to
collision-free, low-latency, fully switched local network, with
multiple outgoing lines for redundant connectivity to the
Internet. At present, Pair operates four fiber optic DS-3
connections, connected to three world-class network service
providers (commonly referred to as backbones).
Pair Networks uses only top-of-the-line AMD Athalon and Intel
Pentium III servers, custom-built and extensively tested.
Hardware is chosen specifically for its reliability and
interoperability with FreeBSD, the preferred high-performance,
open-source Unix operating system.
E-Commerce
AudioMonster will sell products on behalf of its artists via its
own AudioMonster.com web site on the Internet. The company is
just finalizing testing on its shopping cart and is scheduled to
be online by May 15, 2000. The shopping cart has been designed
for ease of use and is designed to handle Canada's complex
product taxation system including various levels of PST, GST and
HST. The shopping cart can easily be scaled to handle thousands
of products and can be ported to any number of hosts, as there
are no license fees since the cart is a highly customized port of
open source software. Additionally, the company may use other
potential partners such as Amazon and Ebay to sell product.
Management and Key Personnel
Greg Corcoran - President, Secretary, Treasurer, Director
Greg Corcoran is the sole officer and director of AudioMonster
Online. Mr. Corcoran is a 10-year veteran of British Columbia's
technology industry. He has worked for start-up companies in
various capacities and has proven year after year that he has the
ability to innovate new products. He has worked for Dorigo
Systems, Andronic Devices, Q-Media Software (TSE:QMS), Image
Power(CDNX:IPZ), Jenosys Technologies(CDNX:JET), and Intrinsyc
Software(CDNX:ICS).
In 1996, Mr. Corcoran founded Spidex Technologies which
successfully developed and sold web server technology for the
Microsoft Windows CE operating system to Intrinsyc Software
(CDNX:ICS). This web server technology allowed Intrinsyc to
become a leader within the Windows CE industry and helped bring
Intrinsyc's stock price from $0.45 to a high of nearly $10. The
web server product won industry recognition and Mr. Corcoran has
been published in trade journals including the CE Tech Journal a
Microsoft sponsored trade journal. In the summer of 1999,
Microsoft embraced the web server product concept by announcing
that web server technology would become a standard part of the
Windows CE operating system.
Mr. Corcoran has been working with MP3 technology since 1996 and
has shared dialog with MP3.com founder Michael Robertson in 1997
regarding the potential of MP3 technology and online music
distribution. Mr. Corcoran maintains relationships with many key
individuals within North America's high technology community and
is able to tap into years of pertinent experience through these
relationships.
Mr. Corcoran's management style is known to bring out the best in
people as his positive and enthusiastic attitude including his
years of hardcore technical experience help individuals reach
goals that could otherwise be unattainable. He is committed to
quality and excellence and with the help of his motivated team
will lead AudioMonster to tremendous success.
Other Management
The company has purposely delayed the engagement of other senior
management. The reason for delaying hiring of management is
because of Mr. Corcoran's multitalented development, marketing
and management abilities. The delay in hiring other senior
management during the company's early stages allowed bigger
investments to be made in actual web development and music
licensing.
Advisors
Ingo Mueller - Advisor Acquisitions
Mr. Ingo Mueller is the president of St. George Capital a firm
dedicated to financing and growing venture companies from small
private startups to large public companies. Mr. Mueller is an
expert in the development of corporate structures and has years
of experience in the corporate finance industry. Mr. Mueller's
knowledge has been instrumental in the structuring of
AudioMonster's success to date.
Andrew Atkins - Advisor Entertainment Law
Mr. Andrew Atkins has his own law firm Atkins and Company that
specializes in entertainment law. Mr. Atkins has a client list
that includes music labels, artists, and entertainment companies.
Mr. Atkins is extremely forward thinking and has assisted the
company in exploring concepts for ENTO.NET the company's business
to business offering for the music industry.
Randy Bachman - Advisor Music Business
With a career spanning five decades, and total record sales of
more than 40 million units behind him, you might expect Mr. Randy
Bachman to have slowed down. But the veteran Canadian
singer/guitarist/songwriter, who rose to chart-topping prominence
in the '60s with the Guess Who, and rocked just as successfully
through the '70s as front man of Bachman-Turner Overdrive, is
still going strong. As well having his new band Garnet Sweatshirt
signed exclusively to AudioMonster, Mr. Bachman will provide
AudioMonster with music industry insights and contacts.
William Yu - Advisor Finance and Business
Mr. William Yu has over ten years of experience in the corporate
finance field and is presently a director and chief operating
officer of Intrinsyc Software. Mr. Yu is a founding member of
this CDNX listed public company and is involved in all aspects of
the management of the company at an executive level. Mr. Yu is
also a principal of Cansbridge Capital Corp. that invests in both
public and private operating companies. Typical investment size
ranges between $250K - $2M; types of investment are either
investment banking-styled pure equity or merchant banking type
quasi-equity. Additionally, Mr. Yu has been involved with Marleau
Lemire Securities, Discovery Enterprises and Taurus Canadian
Development in various capacities.
Victor Jones - Advisor Finance and Business
Mr. Victor Jones is a consultant to emerging technology and
mining companies with a background in financing and venture
capital. He has been involved in the management and finance of a
number of public companies in mining, high technology and the
life sciences and takes a special interest in the issues of
commercialization of new technology. Mr. Jones is currently vice
president and director of two public companies and provides
management services to several private firms.
Expense Projections for Year 1
The following table indicates the company's expense projections
for year 1. This phase will commence in the second quarter of
2000 and will coincide with the company's public listing.
<TABLE>
<S> <C>
Year 1
Administrative USD
$1,000,000
Advertising USD $3,900,000
Communications USD $600,000
Consulting USD $2,200,000
Computers USD $200,000
Legal/Accounting USD $300,000
Music Label USD $1,000,000
Office USD $200,000
OTC BB Merger USD $500,000
Software USD $100,000
Total USD $10,000,000
</TABLE>
Expense Projections for Ongoing Operations (Years 2 and 3)
The company expects that revenues will cover operating costs for
year 2 and year 3 as revenues are anticipated to grow
substantially in these years.
PART II - OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS
The Company is not a party to any material pending legal
proceedings and, to the best of its knowledge, no such action by
or against the Company has been threatened.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
No such matters were submitted during the most recent quarter.
ITEM 5. OTHER INFORMATION
Subsequent Events
The Company's common stock underwent a 2:1 forward split on May
2, 2000, effective on May 16, 2000. This increased the number of
shares outstanding from 4,890,000 to 9,780,000 without changing
the authorized common stock. No change in the rights or ownership
percentage of the holders has occurred as a result of the forward
split.
On May 12, 2000, the Company approved the Exchange Agreement
between itself and Audio. Under the terms of the Agreement, the
Company exchanged 2,000,000 shares of its common stock for all of
the shares of capital stock of Audio. The Company was the
acquiring company and changed its name to AudioMonster Online,
Inc.
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K.
FINANCIAL STATEMENTS
Unaudited financial statements for the quarter ended
March 31, 2000.
PART I. FINANCIAL INFORMATION
Item 1. Financial Statements
PROFESSIONAL MINING CONSULTANTS, INC.
BALANCE SHEET
MARCH 31, 2000
<TABLE>
<S> <C> <C>
ASSETS
TOTAL ASSETS $ -
LIABILITIES AND STOCKHOLDERS' DEFICIENCY
CURRENT LIABILITIES - Officers advances $ 3,350
COMMITMENTS AND CONTINGENCIES -
STOCKHOLDERS' DEFICIENCY
Common Stock, $.001 par value, 50,000,000
shares
authorized, 4,890,000 shares issued and 4,890
outstanding
Additional paid-in capital
22,710
Deficit accumulated during development stage (30,95
0)
Total stockholders' deficiency (3,350
)
TOTAL LIABILITIES AND
STOCKHOLDERS' DEFICIENCY $ -
</TABLE>
See the accompanying notes to the consolidated financial
statements
1
PROFESSIONAL MINING CONSULTANTS, INC.
STATEMENTS OF OPERATIONS
FOR THE THREE MONTHS ENDED MARCH 31, 2000 AND 1999
<TABLE>
<S> <C> <C> <C> <C>
2000 1999
REVENUE $ - $ -
SELLING, GENERAL AND
ADMINISTRATIVE EXPENSES - 36
LOSS BEFORE INCOME TAXES - (36)
INCOME TAXES - -
NET LOSS $ - $ (36)
BASIC AND DILUTED LOSS PER $ (0.00) $ (0.00)
SHARE
WEIGHTED AVERAGE SHARES
OUTSTANDING - BASIC AND DILUTED 4,890,0 4,890,00
00 0
</TABLE>
See the accompanying notes to the consolidated financial
statements
2
PROFESSIONAL MINING CONSULTANTS, INC.
STATEMENTS OF CASH FLOWS
FOR THE THREE MONTHS ENDED MARCH 31, 2000 AND 1999
<TABLE>
<S> <C> <C> <C> <C>
2000 1999
CASH FLOWS FROM OPERATING
ACTIVITIES:
Net loss $ - $ (36)
Adjustments to reconcile net loss
to net cash used in operating
activities:
Amortization expense - 12
Net cash used in operating - (24)
activities
NET (DECREASE) INCREASE IN CASH
AND CASH EQUIVALENTS - (24)
CASH AND CASH EQUIVALENTS -
BEGINNING OF PERIOD - 107
CASH AND CASH EQUIVALENTS -
END OF PERIOD $ - $ 83
</TABLE>
SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION:
During the three months ended March 31, 2000 and 1999, the
Company paid no income taxes and no interest.
See the accompanying notes to the consolidated financial
statements
3
PROFESSIONAL MINING CONSULTANTS, INC.
NOTES TO CONDENSED FINANCIAL STATEMENTS
NOTE 1 - BASIS OF PRESENTATION
The unaudited Condensed Consolidated Financial Statements have
been prepared by Professional Mining Consultants, Inc. (the
"Company"), pursuant to the rules and regulations of the
Securities and Exchange Commission. The information furnished
herein reflects all adjustments (consisting of normal recurring
accruals and adjustments), which are, in the opinion of
management, necessary to fairly present the operating results for
the respective periods. Certain information and footnote
disclosures normally present in annual consolidated financial
statements prepared in accordance with generally accepted
accounting principles have been omitted pursuant to such rules
and regulations. The results of the three months ended March 31,
2000 are not necessarily indicative of the results to be expected
for the full year ending December 31, 2000.
NOTE 2 - EARNINGS PER SHARE
In 1997, the Financial Accounting Standard Board ("FASB") issued
Statement of Financial Accounting Standards ("SFAS") No. 128,
"Earnings per Share." SFAS No. 128 replaced the previously
reported primary and fully diluted earnings per share with basic
and diluted earnings per share. Unlike primary earnings per
share, basic earnings per share exclude any dilutive effects of
options, warrants, and convertible securities. Diluted earnings
per share is very similar to the previously reported fully
diluted earnings per share. Basic earnings per share is computed
using the weighted-average number of common shares outstanding
during the period. Common equivalent shares are excluded from the
computation if their effect is anti-dilutive. The Company has no
potentially dilutive securities.
NOTE 3 - SUBSEQUENT EVENTS
The Company's common stock underwent a 2:1 forward split on May
2, 2000, effective on May 16, 2000. This increased the number of
shares outstanding from 4,890,000 to 9,780,000 without changing
the authorized common stock. No change in the rights or ownership
percentage of the holders has occurred as a result of the forward
split.
On May 12, 2000, the Company approved the Exchange Agreement
between itself and Audio. Under the terms of the Agreement, the
Company exchanged 2,000,000 shares of its common stock for all of
the shares of capital stock of Audio. The Company was the
acquiring company and changed its name to AudioMonster Online,
Inc.
EXHIBITS
a) The exhibits, consisting of the Company's Articles of
Incorporation, are attached to the Company's Form 10, filed on
July 7, 1998. These exhibits are incorporated by reference to
that Form.
b) The exhibits, consisting of the Company's Bylaws, are
attached to the Company's Form 10, filed on July 7, 1998. These
exhibits are incorporated by reference to that Form.
SIGNATURES
Pursuant to the requirements of Section 12 of the Securities
Exchange Act of 1934, the Registrant has duly caused this
registration statement to be signed on its behalf by the
undersigned, thereunto duly authorized.
AudioMonster Online, Inc.
By: /s/ Greg Corcoran
Greg Corcoran, President
Date : May 19, 2000
<TABLE> <S> <C>
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<FISCAL-YEAR-END> DEC-31-2000 DEC-31-1999
<PERIOD-END> MAR-31-2000 MAR-31-1999
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<SECURITIES> 0 0
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