UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of
1934
DATE OF REPORT (DATE OF EARLIEST EVENT REPORTED)
SEPTEMBER 25, 2000
AUDIOMONSTER ONLINE, 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) 684-2004
ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS
On September 19, 2000, the Company incorporated a wholly-
owned subsidiary named AMOL Inc. in Delaware., which entered
into an an Agreement and Plan of Merger with Lockwave, Inc.,
a Delaware corporation on September 25, 2000. Under the
terms of the agreement, the Company will issue 4,500,000
shares of its common stock to Imojo, Inc., the sole
shareholder of Lockwave, Inc.
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL
INFORMATION AND EXHIBITS
a) EX 2.1 - Acquisition Agreement between AMOL, Inc. and
Lockwave, Inc.
b) Financial Statements of Lockwave, Inc. will be filed on
or before December 11, 2000.
c) Pro Forma Financial Statements will be filed on or
before December 11, 2000.
Audited Financial Statements for the Period October 12, 1999
(inception) to December 31, 1999.
FINANCIAL STATEMENTS
For the Period October 12, 1999 (Inception) Through December
31, 1999
LOCKWAVE, INC.
(A Development Stage Company)
CONTENTS
Page
INDEPENDENT AUDITORS' REPORT 1
FINANCIAL STATEMENTS
Balance Sheet 2
Statement of Operations 3
Statement of Changes in Stockholder's Equity 4
Statement of Cash Flows 5
NOTES TO FINANCIAL STATEMENTS 6-7
INDEPENDENT AUDITORS' REPORT
To the Board of Directors of
Lockwave, Inc.
We have audited the accompanying balance sheet of Lockwave, Inc.
(a Development Stage Company) as of December 31, 1999, and the
related statements of operations, changes in stockholder's equity
and cash flows for the period from October 12, 1999 (inception)
through December 31, 1999. These financial statements are the
responsibility of the Company's management. Our responsibility
is to express an opinion on these financial statements based on
our audit.
We conducted our audit in accordance with generally accepted
auditing standards. Those standards require that we plan and
perform the audit to obtain reasonable assurance about whether
the financial statements are free of material misstatement. An
audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An
audit also includes assessing the accounting principles used and
significant estimates made by management, as well as evaluating
the overall financial statement presentation. We believe that
our audit provides a reasonable basis for our opinion.
In our opinion, the financial statements referred to above
present fairly, in all material respects, the financial position
of Lockwave, Inc. as of December 31, 1999, and the results of its
operations and its cash flows for the period October 12, 1999
(inception) through December 31, 1999 in conformity with
generally accepted accounting principles.
/s/ Marcum & Kliegman llp
December 4, 2000
LOCKWAVE, INC.
(A Development Stage Company)
BALANCE SHEET
December 31, 1999
ASSETS
<TABLE>
<S> <C>
CURRENT ASSETS
--------------
Cash $4,169
-------
TOTAL ASSETS $4,169
=======
LIABILITIES AND STOCKHOLDER'S EQUITY
CURRENT LIABILITIES $ --
--------
TOTAL LIABILITIES --
--------
STOCKHOLDER'S EQUITY
Common stock, $.01 par value, 10,000 shares
authorized 1,000 issued and outstanding $ 10
Additional paid-in capital 35,083
Accumulated deficit during development
(30,924)
--------
TOTAL STOCKHOLDER'S EQUITY
4,169
--------
TOTAL LIABILITIES AND STOCKHOLDER'S
EQUITY $ 4,169
========
</TABLE>
The accompanying notes are an integral part of these financial
statements.
2
LOCKWAVE, INC.
(A Development Stage Company)
STATEMENT OF OPERATIONS
For the Period October 12, 1999 (Inception) through December 31,
1999
<TABLE>
<S> <C>
OPERATING REVENUE $ --
-------------------
OPERATING EXPENSES
-------------------
Research and development costs 17,950
General and administrative expenses 12,974
--------
TOTAL OPERATING EXPENSE 30,924
NET LOSS BEFORE INCOME TAXES (30,924)
INCOME TAXES --
------------ --------
NET LOSS $(30,924)
========
</TABLE>
The accompanying notes are an integral part of these financial
statements.
3
LOCKWAVE, INC.
(A Development Stage Company)
STATEMENT OF CHANGES IN STOCKHOLDER'S EQUITY
For the Period October 12, 1999 (Inception) through December 31,
1999
<TABLE>
<S> <C> <C> <C> <C> <C>
Deficit
Common Stock Accumulated
Amount Additional During the Total
Shares Par
Value Paid-In Developme
$0.01 Capital nt
Stage
------ ------ --------- --------- -------
BALANCE-October 12, -- $ -- $ -- $ -- $ --
1999 (Inception)
Issuance of common 1,000 10 -- -- 10
stock
Expenses paid by (and -- 30,924 -- 30,924
allocated from)
parent
Capital contribution -- 4,159 -- 4,159
by parent
Net loss -- -- - (30,924) (30,924)
-
------- ------ ------- --------- --------
BALANCE - December 1,000 $10 $35,083 $(30,924) $ 4,169
31, 1999
======= ====== ======= ======== ========
</TABLE>
The accompanying notes are an integral part of these financial
statements.
4
LOCKWAVE, INC.
(A Development Stage Company)
STATEMENT OF CASH FLOWS
For the Period October 12, 1999 (Inception) through December 31,
1999
<TABLE>
<S> <C>
CASH FLOWS FROM OPERATING ACTIVITIES
Net loss $(30,924)
Adjustments to reconcile net income to
net cash provided by operating
activities:
Expenses paid by parent company 30,924
--------
NET CASH USED IN OPERATING ACTIVITIES --
CASH FLOWS FROM FINANCING ACTIVITIES
------------------------------------
Capital contributions 4,169
--------
NET CASH PROVIDED BY FINANCING 4,169
ACTIVITIES
--------
NET INCREASE IN CASH 4,169
CASH - Beginning --
--------
CASH - Ending $ 4,169
========
</TABLE>
The accompanying notes are an integral part of these financial
statements.
5
LOCKWAVE, INC.
(A Development Stage Company)
NOTES TO FINANCIAL STATEMENTS
NOTE 1 - Summary of Significant Accounting Policies
Nature of Business
Lockwave, Inc. (the "Company") is engaged in the business of
internet services, offering secure virtual storage and a
dynamic MP3 player through one consolidated web-based
application. The Company is a wholly owned subsidiary of
IMOJO, Inc. ("IMOJO" or "Parent"). The Company was
incorporated on October 12, 1999 under the laws of the state
of Delaware. The Company is headquartered in Commack, New
York.
Nature of Operations
The Company is currently a development-stage company under
the provisions of the Financial Accounting Standards Board
("FASB") Statement of Financial Accounting Standards ("SFAS")
No.7.
Income Taxes
Income taxes are provided for based on the liability method of
accounting pursuant to SFAS No.109, "Accounting for
Income Taxes". Deferred income taxes, if any, are
recorded to reflect the tax consequences on future
years of differences between the tax bases of assets
and liabilities and their financial reporting amounts
at each year-end.
Research and Development Costs
Research and development costs of $17,950, were expensed as
incurred during the period October 12, 1999 (inception)
through December 31, 1999.
Use of Estimates in the Financial Statements
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 reporting period. Actual results could
differ from those estimates.
6
LOCKWAVE, INC.
(A Development Stage Company)
NOTES TO FINANCIAL STATEMENTS
NOTE 2 - Income Taxes
Deferred tax assets:
<TABLE>
<S> <C>
State $2,473
Federal 4,639
-------
Total 7,112
Less: Valuation Allowance 7,112
-------
Total deferred tax assets $ --
-------
</TABLE>
Deferred tax assets reflect an asset that is available
because of operating losses. These assets are available to
the company in future years. A valuation allowance is
required if, based on the weight of available evidence, it is
more likely than not that some portion or all of the deferred
tax assets will not be realized. Management concluded a
valuation allowance was appropriate at December 31, 1999 due
to operating losses incurred.
NOTE 3 -Related Party Transactions
The Company shares office space with its Parent and Affiliates.
The lease is held by an affiliate and a portion of the
expense is allocated to the Company. Furniture and
equipment are leased by IMOJO. Lease expenses are also
allocated to the Company. IMOJO provides services of
its employees to the Company and allocates a portion of
the related salaries and benefits to the Company. All
other expenses incurred by the Company are paid on its
behalf by IMOJO. Since the expenses paid by, or
allocated from, the Parent will not be reimbursed by
the Company, additional paid-in capital has been
credited.
NOTE 4 - Subsequent Events
On September 25, 2000, IMOJO entered into an agreement to
sell its shares of the Company to Audiomonster Online, Inc
and to merge the Company with Audiomonster Online's wholly
owned subsidiary AMOL, Inc. It is uncertain whether the
transaction will be completed.
7
Financial Statements as of September 30, 2000
LOCKWAVE, INC.
(A Development Stage Company)
CONTENTS
Page
ACCOUNTANTS' REVIEW REPORT 1
FINANCIAL STATEMENTS
Balance Sheet 2
Statements of Operations 3
Statements of Changes in Stockholder's Equity 4
Statements of Cash Flows 5
NOTES TO FINANCIAL STATEMENTS 6-7
To the Board of Directors of
Lockwave, Inc.
We have reviewed the accompanying balance sheet of Lockwave, Inc.
as of September 30, 2000, and the related statements of
operations, changes in stockholder's equity and cash flows for
the nine months then ended and for the period October 12, 1999
(Inception) through September 30, 2000 in accordance with
Statements on Standards for Accounting and Review Services issued
by the American Institute of Certified Public Accountants. All
information included in these financial statements is the
representation of the management of Lockwave, Inc.
A review consists principally of inquiries of company personnel
and analytical procedures applied to financial data. It is
substantially less in scope than an audit in accordance with
generally accepted auditing standards, the objective of which is
the expression of an opinion regarding the financial statements
taken as a whole. Accordingly, we do not express such an
opinion.
Based on our reviews, we are not aware of any material
modifications that should be made to the accompanying financial
statements in order for them to be in conformity with generally
accepted accounting principles.
/s/ Marcum & Kliegman llp
December 4, 2000
LOCKWAVE, INC.
(A Development Stage Company)
BALANCE SHEET
September 30, 2000
ASSETS
<TABLE>
<S> <C>
CURRENT ASSETS $ --
-------
TOTAL ASSETS $ --
=======
LIABILITIES AND STOCKHOLDER'S EQUITY
CURRENT LIABILITIES $ --
--------
TOTAL LIABILITIES --
--------
STOCKHOLDER'S EQUITY
Common stock, $.01 par value, 10,000 shares
authorized 1,000 issued and outstanding $ 10
Additional paid-in capital 186,648
Accumulated deficit during development (186,658)
--------
TOTAL STOCKHOLDER'S EQUITY --
--------
TOTAL LIABILITIES AND STOCKHOLDER'S
EQUITY $ --
========
</TABLE>
LOCKWAVE, INC.
(A Development Stage Company)
STATEMENTS OF OPERATIONS
<TABLE>
<S> <C> <C>
For the Nine For the
Months Ended Cumulative
September Development
30, 2000 Stage from
October 12,
1999
(Inception)
through
September 30,
2000
OPERATING REVENUE $ -- $ --
--------- ---------
OPERATING EXPENSES
Research and development costs 24,039 41,989
General and administrative 131,695 144,669
expenses
--------- ---------
TOTAL OPERATING EXPENSE 155,734 186,658
--------- ---------
NET LOSS BEFORE INCOME TAXES (155,734) (186,658)
INCOME TAXES -- --
--------- ---------
NET LOSS $(155,734) $(186,658)
========= =========
</TABLE>
The accompanying notes are an integral part of these financial
statements.
3
LOCKWAVE, INC.
(A Development Stage Company)
STATEMENTS OF CHANGES IN STOCKHOLDER'S EQUITY
<TABLE>
<S> <C> <C> <C> <C> <C>
Deficit
Common Stock Accumulated
Amount Additional During Total
Par Value the
Shares $0.01 Paid-In Development
Capital Stage
BALANCE-October 12, 1999 -- $ -- $ -- $ -- $ --
(Inception)
Issuance of common stock 1,000 10 -- -- 10
Expenses paid by
(and allocated from) -- 30,924 -- 30,924
parent
Capital contributions
by parent -- 4,159 -- 4,159
Net loss -- --
-- (30,924) (30,924)
------ -------- -------- --------- --------
--
BALANCE-December 31, 1999 1,000 10 35,083
(30,924) 4,169
Expenses paid by
(and allocated from) -- -- 151,565 -- 151,565
parent
Net loss -- -- (155,734)
-- (155,734)
------ -------- -------- --------- --------
BALANCE - September 30, 1,000 $ 10 $186,648 $(186,658) $ --
2000
====== ======== ======== ======== =======
</TABLE>
The accompanying notes are an integral part of these financial
statements.
4
LOCKWAVE, INC.
(A Development Stage Company)
STATEMENTS OF CASH FLOWS
<TABLE>
<S> <C> <C>
For the Nine For the
Months Ended Cumulative
September Development
30, 2000 Stage from
October 12,
1999
(Inception)
through
September 30,
2000
CASH FLOWS FROM OPERATING ACTIVITIES
Net loss $(155,734) $(186,658)
Adjustments to reconcile
net income to net cash
provided by operating activities:
Expenses paid by the parent company 151,565 182,489
---------- ----------
NET CASH USED IN OPERATING
ACTIVITIES (4,169)
(4,169)
---------- ----------
NET DECREASE IN CASH (4,169)
(4,169)
CASH - Beginning 4,169
4,169
---------- ----------
CASH - Ending $ -- $ --
========== ==========
</TABLE>
The accompanying notes are an integral part of these financial
statements.
5
LOCKWAVE, INC.
(A Development Stage Company)
NOTES TO FINANCIAL STATEMENTS
NOTE 1 - Summary of Significant Accounting Policies
Nature of Business
Lockwave, Inc. (the "Company") is engaged in the business of internet
services, offering secure virtual storage and a dynamic MP3 player through
one consolidated web-based application. The Company is a wholly owned
subsidiary of IMOJO, Inc. ("IMOJO" or "Parent"). The Company was
incorporated on October 12, 1999 under the laws of the state of Delaware.
The Company is headquartered in Commack, New York.
Nature of Operations
The Company is currently a development-stage company under the provisions of
the Financial Accounting Standards Board ("FASB") Statement of Financial
Accounting Standards ("SFAS") No.7.
Income Taxes
Income taxes are provided for based on the liability method of accounting
pursuant to SFAS No.109, "Accounting for Income Taxes". Deferred
income taxes, if any, are recorded to reflect the tax consequences on
future years of differences between the tax bases of assets and
liabilities and their financial reporting amounts at each year-end.
Use of Estimates in the Financial Statements
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
reporting period. Actual results could differ from those estimates.
NOTE 2- Plan of Merger
On September 25, 2000, IMOJO entered into an agreement to sell its shares of
the Company to Audiomonster Online and to merge the Company with
Audiomonster Online's wholly owned subsidiary AMOL, Inc. It is uncertain
whether the transaction will be completed.
6
LOCKWAVE, INC.
(A Development Stage Company)
NOTES TO FINANCIAL STATEMENTS
NOTE 3- Research and Development
The Company accounts for software development costs in accordance with SFAS
No.86,"Accounting for the Costs of Computer Software to be Sold, Leased, or
Otherwise Marketed." Costs incurred prior to establishment of technological
feasibility are expensed as incurred and reflected as research and
development costs in the accompanying statements of operations. As of
September 2000, the Company has established technological feasibility.
However, due to the short time period and immaterial dollar amounts, the
company did not capitalize any of these costs.
NOTE 4 - Income Taxes
Deferred tax assets:
<TABLE>
<S> <C>
State $12,459
Federal 43,986
-------
Total 56,445
Less: Valuation Allowance 56,445
-------
Total deferred tax assets $ --
=======
</TABLE>
Deferred tax assets reflect an asset that is available because of operating
losses. These assets are available to the company in future years. A
valuation allowance is required if, based on the weight of available
evidence, it is more likely than not that some portion or all of the
deferred tax assets will not be realized. Management concluded a valuation
allowance was appropriate at September 30, 2000 due to operating losses
incurred.
NOTE 5 - Related Party Transactions
The Company shares office space with its Parent and Affiliates. The
lease is held by an affiliate and a portion of the expense is
allocated to the Company. Furniture and equipment are leased by
IMOJO. Lease expenses are also allocated to the Company. IMOJO
provides services of its employees to the Company and allocates a
portion of the related salaries and benefits to the Company. All
other expenses incurred by the Company are paid on its behalf by
IMOJO. Since the expenses paid by, or allocated from, the Parent will
not be reimbursed by the Company, additional paid-in capital has been
credited.
7
Pro Forma Financial Statements
AudioMonster Online, Inc
PRO FORMA BALANCE SHEET
September 30, 2000
<TABLE>
<S> <C> <C> <C> <C> <C> <C>
Pro Forma Adjustments
to Reflect
Acquisitions
AudioMonster Lockwave as of September 30,2000
Online Inc. Inc Combined Dr Cr Pro Forma
ASSETS
Current assets
Cash and cash equivalents 59,744 59,744 59,744
Accounts receivable 44,767 44,767 44,767
Loan receivable 130,284 130,284 130,284
- -
---------- --------- ----------- ----------
-
Total current assets 234,795 - 234,795 234,795
Property, Plant
and equipment, net 6,804 6,804 6,804
Goodwill - 1) 8,625,00 13,156,250
0
1) 4,531,25
0
Deposit on investment 250,000 250,000 1) 250,000 -
- -
---------- --------- ----------- ----------
-
Total 491,599 - 491,599 13,397,849
assets
========== ========= =========== ==========
LIABILITIES AND SHAREHOLDERS' EQUITY
Current liabilities
Accounts payable and
accrued expenses 26,057 26,057 26,057
Payable on investment - 1) 2,750,000 2,750,000
Oversubscription
of stock offering 16,750 16,750 16,750
- -
---------- --------- ----------- ----------
-
Total current 42,807 - 42,807 2,792,807
liabilities
Convertible notes payable 1,655,000 1,655,000 1,655,000
---------- --------- ----------- ----------
-
Total liabilities 1,697,807 - 1,697,807 4,447,807
---------- --------- ----------- ----------
-
Stockholders' equity
Common stock 13,945 10 13,955 2) 10 1) 4,500 18,445
-
Additional paid-in 2,704,103 186,648 2,890,751 2) 186,648 1) 5,620,500 12,855,853
capital
1) 4,531,250
Cumulative foreign -
currency
translation adjustment 8,175 - 8,175 8,175
-
Deficit accumulated during
the development stage (3,932,431 (186,658) (4,119,089) 2) 186,658 (3,932,431)
)
---------- --------- ----------- ----------
-
Total stockholders' (1,206,208 - (1,206,208) 8,950,042
equity )
---------- --------- ----------- ----------
-
Total liabilities and
stockholders' equity 491,599 - 491,599 13,397,849
========== ========= =========== ==========
</TABLE>
AudioMonster Online, Inc.
PRO FORMA STATEMENT OF OPERATIONS
For the initial period ended March 31, 2000
<TABLE>
<S> <C> <C> <C> <C> <C> <C>
AudioMonster Lockwave
Online Inc. Inc Combined Pro Forma
Adjustments
Initial period Initial period to Reflect
October 27, October 12,1999 Acquisitions as of
1999 to to December 31, March 31, 2000
March 31, 1999 Dr Cr Pro Forma
2000
Sales - - -
Cost of sales - - -
---------- ---------- --------- ----------
Gross profit - - - -
Selling, general and
administrative expense 250,023 12,974 262,997 262,997
Research and development 17,950 17,950 17,950
Amortization of goodwill - 3) 1,096,354 1,096,354
---------- ---------- --------- ----------
250,023 30,924 280,947 1,377,301
---------- ---------- --------- ----------
Income from operations (250,023) (30,924) (280,947) (1,377,301)
Other income (expense) 24,875 24,875 24,875
---------- ---------- --------- ----------
Loss before income taxes (225,148) (30,924) (256,072) (1,352,426)
Income tax expense - -
---------- ---------- --------- ----------
Net income (225,148) (30,924) (256,072) (1,352,426)
========== ========== ========= ===========
Basic and diluted
income per share (0.11) (3.09) (0.13) (0.13)
Weighted average shares
outstanding 2,000,000 10,000 2,010,000 5) 8,115,000 10,125,000
</TABLE>
AudioMonster Online, Inc
PRO FORMA STATEMENT OF OPERATIONS
For the six months ended September 30, 2000
<TABLE>
<S> <C> <C> <C> <C> <C> <C>
Pro Forma
Adjustments
to Reflect
Acquisitions
AudioMonster Lockwave as of September 30,
2000
Online Inc. Inc Combined Dr Cr Pro Forma
Sales 2,676 2,676 2,676
Cost of 3,588 3,588 3,588
sales
----------- ---------- ----------- ----------
Gross (912) - (912) (912)
profit
----------- ---------- ----------- ----------
Selling, general and
administrative expense 3,438,369 88,856 3,527,225 3,527,225
Research and 15,189 15,189 15,189
development
Amortization of - - - 4) 1,315,625 1,315,625
goodwill
----------- ---------- ----------- ----------
3,438,369 104,045 3,542,414 4,858,039
----------- ---------- ----------- ----------
Income from (3,439,281) (104,045) (3,543,326) (4,858,951)
operations
Interest 18,339
income
Interest (expense) (260,267)
Loss on trading (26,075) - (26,075) (26,075)
securities
----------- ---------- ----------- ----------
Loss before income (3,707,284) (104,045) (3,569,401) (4,885,026)
taxes
Income tax expense - - - -
----------- ---------- ----------- ----------
Net income (3,707,284) (104,045) (3,569,401) (4,885,026)
=========== ========= =========== ===========
Basic and diluted
income per share (0.31) (10.40) (0.30) (0.30)
Weighted average
shares outstanding 11,988,511 10,000 11,998,511 5) 4,490,000 16,488,511
</TABLE>
AudioMonster Online, Inc.
Notes to pro forma financial statements
Balance Sheet, March 31, 2000
1) To record acquisition of Lockwave, Inc. for total
consideration of $13,156,250. The registrant issued 4,500,000
shares of common stock, valued at $5,625,000. Additionally,
3,625,000 common shares, valued at $4,531,250, were transferred by
existing shareholders to the sellers. The balance of $3,000,000 is
payable in cash($250,000 paid as of September 30,2000 with the
balance to be paid through March 4,2001). The purchase price
exceeds the fair value of net assets acquired, resulting in
goodwill of $13,156,250 being recorded in the financial statements
2) To eliminate the equity accounts of the acquired entity.
Income Statement, initial period ended March 31, 2000
3) To reflect amortization of goodwill as if the acquisition had
been consummated at the beginning of the period. Goodwill is being
amortized over five years from the date of acquisition using the
straight line method.
Income Statement, six months ended September 30, 2000
4) To reflect amortization of goodwill as if the acquisition had
been consummated at the beginning of
the fiscal period. Goodwill is being amortized over five years
using the straight line method. The results presented
for Lockwave represent the results of the period April 1
to September 30, 2000, to conform to the registrant's
reporting period. Lockwave's results of operations for
the three month period ended March 31, 2000 indicated a
net loss of $51,689.
5) To adjust outstanding shares to reflect the acquisitions as
if the had occurred at the beginning of the periods presented.
AudioMonster Online, Inc.
Pro forma Financial Information
Subsequent to September 30, 2000, the registrant completed the
acquisitions of all of the outstanding stock of Lockwave, Inc.
The consideration for the acquisition is common stock and cash.
The pro forma balance sheet presented reflects the historical
balance sheets of the registrant and Lockwave as of September 30,
2000. Pro forma adjustments have been made to give effect to the
acquisition as if it had occurred as of September 30, 2000.
The pro forma income statement for the initial period ended March
31, 2000 reflects the historical income statements for the
registrant and the acquisition for the period ended March 31,
2000. Pro forma adjustments have been made to give effect to the
acquisition as if it had occurred at the beginning of the initial
period presented
The pro forma income statement for the six month period ended
September 30, 2000 reflects the historical income statements of
the registrant and the subsequent acquisition. Pro forma
adjustments have been made to give effect to the acquisition as if
it had occurred as of the beginning of the fiscal year presented
(October 27, 1999) and carried forward through the interim period
presented.
SIGNATURES
Pursuant to the requirements 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: December 11, 2000
