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)
MAY 12, 2000
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
ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS
On May 12, 2000, the Company's predecessor, Professional Mining
Consultants, Inc. ("PFMC"), approved the Exchange Agreement
between itself and 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.
ITEM 5. OTHER 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 15, 2000, the Company changed its name to AudioMonster
Online, Inc., and moved its principal place of business to 200-
1311 Howe St., Vancouver, B.C. Canada V6Z 2P3.
ITEM 6. RESIGNATIONS OF REGISTRANTS' DIRECTORS
On May 12, 2000, the Company accepted the resignation of Bobby
Combs as a member of the board of directors and as an officer of
the Company, effective immediately. Mr. Greg Corcoran was
appointed to fill the vacancy left by Mr. Combs' resignation.
On May 12, 2000, the Company also accepted the resignations of
Messrs. Douglas Ansell and John Michael Eckert as members of the
board of the directors and as officers of the Company, effective
immediately. Mr. Corcoran, the remaining board member did not
immediately fill the vacancies left by the resignation of Messrs.
Ansell and Eckert. Mr. Corcoran was also elected as President,
Secretary, and Treasurer.
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION
AND EXHIBITS
a) Financial Statements of Professional Mining Consultants,
Inc. for the period ended March 31, 2000 are hereby incorporated
by reference to the financials statements included in the Form 10-
QSB filed on May 19, 2000.
b) Financial Statements of AudioMonster Online, Inc. will be
filed on or before July 26, 2000.
c) Prior to the acquisition of AudioMonster Online, Inc., PFMC
was not operating and had no assets and no revenue during 1999.
The pro-forma financial statements, which serve to state the
results of 1999 as if the two companies had combined operations
during 1999, therefore, will not differ in any material way from
the audited financial statements of Audio which will be filed on
or before July 26, 2000. The Company will not, therefore, include
separate pro-forma financial statements.
Financial Statements of AudioMonster Online, Inc.
591519 B.C. LTD.
D/B/A AudioMonster Online
FINANCIAL STATEMENTS
FOR THE PERIOD FROM AUGUST 30, 1999
(DATE OF INCEPTION) TO MARCH 31, 2000
INDEX
INDEPENDENT AUDITORS' REPORT 1
BALANCE SHEET 2
STATEMENT OF OPERATIONS 3
STATEMENT OF COMPREHENSIVE LOSS 4
STATEMENT OF STOCKHOLDERS' EQUITY 5
STATEMENT OF CASH FLOWS 6
NOTES TO FINANCIAL STATEMENTS 7-11
INDEPENDENT AUDITORS' REPORT
TO THE BOARD OF DIRECTORS AND SHAREHOLDERS OF
591519 B.C. LTD. (D/B/A AudioMonster Online)
(A DEVELOPMENT STAGE COMPANY)
We have audited the accompanying balance sheet of 591519 B.C.
LTD., D/B/A AudioMonster Online (a development-stage company) as
of March 31, 2000, and the related statements of operations,
stockholders' equity, and cash flows for the period from August
30, 1999 (inception) to March 31, 2000. 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 591519 B.C. LTD. D/B/A AudioMonster Online as of March 31,
2000, and the results of its operations and its cash flows for
the initial period August 30, 1999 (inception) to March 31, 2000
in conformity with generally accepted accounting principles.
The accompanying financial statements have been prepared assuming
that the Company will continue as a going concern. As discussed
in Note 8 to the financial statements, the Company has suffered
recurring losses from operations and its limited capital
resources raise substantial doubt about its ability to continue
as a going concern. Management's plans in regard to these
matters are also described in Note 8. The financial statements
do not include any adjustments that might result from the outcome
of this uncertainty.
MERDINGER, FRUCHTER, ROSEN & CORSO, P.C.
Certified Public Accountants
New York, New York
June 23, 2000
591519 B.C LTD.
D/B/A AudioMonster Online
(A DEVELOPMENT-STAGE COMPANY)
BALANCE SHEET
<TABLE>
<C>
<S>
March 31
2000
---------
ASSETS
CURRENT ASSETS $ 323,650
Cash and cash equivalents
Receivables 5,024
Loan receivable 29,794
Investment in trading securities 75,310
----------
Total current assets 433,788
Property and equipment, at cost,net of
accumulated
Depreciation of $-0- 5,359
----------
TOTAL ASSETS $ 439,137
==========
LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)
CURRENT LIABILITIES
Accounts payable and accrued expenses $ 9,997
Long-term convertible notes 655,000
---------
Total liabilities 664,997
---------
Commitments and contingencies -
STOCKHOLDERS'(DEFICIT)
Common Stock - no par value, authorized
100,000,000 shares; 1 shares issued and 1
outstanding
Deficit accumulated during the development stage (225,148)
Cummulative foreign currency translation ( 713)
adjustment
---------
Total stockholders' (deficit) (225,860)
---------
TOTAL LIABILITIES AND STOCKHOLDERS' (DEFICIT) $ 439,137
==========
</TABLE>
The accompanying notes are an integral part of these financial
statements.
-2-
591519 B.C LTD.
D/B/A AudioMonster Online
(A DEVELOPMENT-STAGE COMPANY)
STATEMENT OF OPERATIONS
FOR THE PERIOD FROM AUGUST 30, 1999
(DATE OF INCEPTION) TO MARCH 31, 2000
<TABLE>
<S> <C>
Revenue $ -
General and administrative expense 250,023
---------
Loss from operations before other income
(expense)
and income taxes (250,023)
Interest income 2,732
Interest expense ( 8,733)
Unrealized gain on trading securities 30,876
---------
Loss before income taxes (225,148)
Income tax expense -
---------
Net loss $(225,148)
=========
COMMON SHARES
Basic 1
=========
Diluted 1
=========
NET LOSS PER COMMON SHARE
Basic $(225,148)
=========
Diluted $(225,148)
=========
</TABLE>
The accompanying notes are an integral part of these financial
statements.
-3-
591519 B.C LTD.
D/B/A AudioMonster Online
(A DEVELOPMENT-STAGE COMPANY)
STATEMENT OF COMPREHENSIVE LOSS
FOR THE PERIOD FROM AUGUST 30, 1999
(DATE OF INCEPTION) TO MARCH 31, 2000
<TABLE>
<S> <C>
Net loss $(255,148)
Foreign currency translation ( 713)
adjustment
-----------
Comprehensive loss $(255,861)
==========
</TABLE>
The accompanying notes are an integral part of these financial
statements.
-4-
591519 B.C LTD.
D/B/A AudioMonster Online
(A DEVELOPMENT-STAGE COMPANY)
STATEMENT OF SHAREHOLDERS' EQUITY
FOR THE PERIOD FROM AUGUST 30, 1999 (DATE OF INCEPTION) TO MARCH 31, 2000
<TABLE>
<S> <C> <C> <C> <C> <C> <C>
Common Stock - Class A Foreign Total
------------------ Paid-in Retained Currency Shareholders'
Shares Amount Capital Earnings Adjustments Equity
------- ------- ------- ------- ----------- ------------
Balance at August 30, 1 1 - - - 1
1999
Net loss for the period - - - (225,148) - (225,148)
Cummulative foreign
currency
Translation adjustment - - - - (713) (713)
-------- -------- -------- ---------- -------- ----------
Balance at March 31,
2000 1 $ 1 $ $(225,148) $(713) $(225,148)
======== ======== ======== ========== ======== ==========
</TABLE>
The accompanying notes are an integral part of these financial statements.
-5-
591519 B.C LTD.
D/B/A AudioMonster Online
(A DEVELOPMENT-STAGE COMPANY)
STATEMENT OF CASH FLOWS
FOR THE PERIOD FROM AUGUST 30, 1999
(DATE OF INCEPTION) TO MARCH 31, 2000
<TABLE>
<S> <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
Net Loss $(225,148)
Adjustment to reconcile net loss to net cash
used by operating activities:
Unrealized gain (30,876)
Changes in certain assets and liabilities:
Increase in receivables (5,024)
Increase in loan receivable (29,794)
Increase in accounts payable and accrued expense 9,997
----------
Net cash used by operating activities (280,845)
----------
CASH FLOWS FROM INVESTMENT ACTIVITIES:
Purchases of fixed assets (5,359)
Investment in trading securities (44,434)
----------
Net cash used in investment activities (49,793)
----------
CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from notes payable 655,000
----------
EFFECTS OF EXCHANGE RATE
CHANGES ON CASH (712)
----------
NET INCREASE IN CASH AND CASH EQUIVALENTS 323,650
CASH AND CASH EQUIVALENTS - BEGINNING OF PERIOD -
----------
CASH AND CASH EQUIVALENTS - END OF PERIOD $ 323,650
==========
</TABLE>
The accompanying notes are an integral part of these financial
statements.
-6-
591519 B.C. LTD.
D/B/A AudioMonster Online
(A DEVELOPMENT-STAGE COMPANY)
NOTES TO FINANCIAL STATEMENTS
FOR THE PERIOD FROM AUGUST 30, 1999
(DATE OF INCEPTION) TO MARCH 31, 2000
NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Basis of Presentation
591519 B.C. LTD (D/B/A AudioMonster Online) (the "Company") was
incorporated in the Province of British Columbia, Canada on August 30,
1999. The Company has an office in Vancouver, B.C.
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.
In a development stage company, management devotes most of its
activities to establishing new businesses. Planned principal
activities have not yet begun nor produced any revenues.
Line of Business
The Company is creating licensable technology including e-commerce
components and content management systems for the Internet music
industry. The Company is also building an audio advertising and
music distribution network.
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 reporting period. Actual results
could differ from those estimates.
Cash and Cash Equivalents
The Company considers all highly liquid investments purchased
with original maturities of three months or less to be cash
equivalents.
Property and Equipment
Property and equipment is stated at cost and are depreciated
using the straight-line method over their estimated useful lives.
<TABLE>
<S> <C>
Useful Life
------------
Furniture and equipment 7 years
Computer software and hardware 3 years
</TABLE>
Maintenance and repairs are charged to expense as incurred.
Translation of Foreign Currency
The Company translates its Canadian foreign currency financial
statements, in accordance with the requirements of SFAS No. 52,
"Foreign Currency Translation". Assets and liabilities are
translated at current exchange rates, and related revenues and
expenses are translated at average exchangerates in effect during
the period. Resulting translation adjustments are recorded as a
separate component in stockholders' equity. Foreign currency
transaction gains and losses are included in the statement of
operations.
- 7 -
591519 B.C. LTD.
D/B/A AudioMonster Online
(A DEVELOPMENT-STAGE COMPANY)
NOTES TO FINANCIAL STATEMENTS
FOR THE PERIOD FROM AUGUST 30, 1999
(DATE OF INCEPTION) TO MARCH 31, 2000
NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)
Income Taxes
Income taxes are provided for based on the liability method
of accounting pursuant to SFAS No. 109, "Accounting for Income Taxes".
The liability method requires the recognition of deferred tax assets
and liabilities for the expected future tax consequences of temporary
differences between the reported amount of assets and liabilities and
their tax basis.
Fair Value of Financial Instruments
The carrying value of cash and cash equivalents, receivables, loan receivable
and accounts payable, and accrued expenses approximates fair value due to the
relatively short maturity of these instruments. The carrying value of
convertible notes payable approximates fair value as the instruments were
issued in January and February 2000.
Earnings Per Share
The computation of basic earnings per share is computed by dividing
income available to common stockholders by the weighted average number
of outstanding common shares during the period. Diluted earnings per
share gives effect to all dilutive potential common shares outstanding
during the period. The computation of diluted EPS does not assume
conversion, exercise or contingent exercise of securities that would
have an anti-dilutive effect on earnings.
Comprehensive Income
The Company has adopted SFAS No.
130, "Reporting Comprehensive Income" which establishes standards for
reporting and display of comprehensive income and its components in a
full set of general-purpose financial statements.
Long-lived Assets
Long-lived assets to be held and used are reviewed for impairment
whenever events or changes in circumstances indicate that the related
carrying amount may not be recoverable. When required, impairment
losses on assets to be held and used are recognized based on the fair
value of the assets and long-lived assets to be disposed of are
reported at the lower of carrying amount or fair value less cost to
sell.
Licenses
Costs to acquire licenses are capitalized as incurred. These costs
will be amortized as royalties are paid in accordance with the license
terms.
- 8 -
591519 B.C. LTD.
D/B/A AudioMonster Online
(A DEVELOPMENT-STAGE COMPANY)
NOTES TO FINANCIAL STATEMENTS
FOR THE PERIOD FROM AUGUST 30, 1999
(DATE OF INCEPTION) TO MARCH 31, 2000
NOTE 2 - PROPERTY AND EQUIPMENT
Property and equipment is summarized as follows:
<TABLE>
<S> <C>
March 31,
-----------
2000
---------
Computer Equipment & Software $ 2,415
Furniture and Fixtures 2,944
---------
5,359
Less: Accumulated Depreciation -
---------
$ 5,359
=========
</TABLE>
Depreciation expense for the period ended March 31, 2000 was $-0-.
NOTE 3 - CONVERTIBLE NOTES
During the period ended March 31,2000, the Company sold an aggregate
of $655,000 of its 8% Convertible Notes (the "Notes"), due at the
second anniversary date of issuance, pursuant to Regulation S under
the Securities Act.
The holder of the notes has the full right to convert its Notes, in
whole or in part, into shares of Common Stock at a conversion price
equal to the lesser of (1) $.50 or (2) 70% of the lowest average bid
price of the Common Stock for the five trading days immediately
preceding a notice of conversion provided, however, that in no event
shall the Holder be entitled to convert any portion of the Notes in
excess of that portion of the Notes upon conversion of which the sum
of (1) the number of shares of Common Stock beneficially owned by the
Holder and its affiliates (other than shares of Common Stock which may
be deemed beneficially owned through the ownership of the unconverted
portion of the Notes and (2) the number of shares issuable upon the
conversion of the portion of the Notes with respect to which the
determination of this proviso is being made, would result in
beneficial ownership by the Holder and its affiliates of more than 20%
of the outstanding Shares.
At March 31, 2000, the Company has the following notes outstanding:
<TABLE>
<S> <C>
Due Date Amounts
------------ ----------
January 28, 2002 $ 50,000
January 28, 2002 150,000
January 31, 2002 75,000
February 1, 2002 200,000
February 1, 2002 100,000
February 8, 2002 80,000
---------
$ 655,000
=========
</TABLE>
- 9 -
591519 B.C. LTD.
D/B/A AudioMonster Online
(A DEVELOPMENT-STAGE COMPANY)
NOTES TO FINANCIAL STATEMENTS
FOR THE PERIOD FROM AUGUST 30, 1999
(DATE OF INCEPTION) TO MARCH 31, 2000
NOTE 4 - LICENSE
On December 21, 1999, the Company acquired a license for ten
specified audio tracks of an artist named Art Bergmann ("the artist").
The Company has the exclusive right to distribute these audio tracks
worldwide in any format. The license remains exclusive until December
31, 2004, after which it will convert to nonexclusive on a worldwide
basis.
The Company has agreed to pay the artist royalties of 20% of the net
proceeds that the Company receives from its commerce activities
related to the sales and marketing of the audio tracks. A non-
refundable advance of CDN $1,000 (US $688) was paid to acquire the
license and charged to expense.
NOTE 5 - FOREIGN OPERATIONS
Substantially all of the Company's operations take place throughout
Canada, and the majority of its identifiable assets are in Canada.
NOTE 6 - INVESTMENT
At March 31, 2000, marketable investments classified as trading
securities were comprised of the following:
<TABLE>
<S> <C>
Common Stock:
Market Value $ 75,310
Cost 44,434
----------
Gross unrealized gain $ 30,876
==========
</TABLE>
The unrealized gain from trading securities for the period ending
March 31, 2000 is $30,876. This amount is included in Other Income
(Expense) in the accompanying statement of operations.
NOTE 7 - RELATED PARTY TRANSACTIONS
a) The Company has signed an agreement with a company owned by its
President to pay management fees of CDN $5,000 per month. The
agreement commenced on January 1, 2000 and expires on December 31,
2004.
The agreement provides that if the Company becomes a publicly-traded
company or establishes a fiscal quarter with gross revenue of CDN
$250,000 or greater, the monthly management fee will increase to CDN
$8,000.
- 10 -
591519 B.C. LTD.
D/B/A AudioMonster Online
(A DEVELOPMENT-STAGE COMPANY)
NOTES TO FINANCIAL STATEMENTS
FOR THE PERIOD FROM AUGUST 30, 1999
(DATE OF INCEPTION) TO MARCH 31, 2000
NOTE 7 - RELATED PARTY TRANSACTIONS (Continued)
b) The Company has signed lease agreements with its President
to pay CDN $1 annually for the lease of each of the domain names,
AudioMonster.com and DoubleListen.com. The agreements expire
January 31, 2000 and December 13, 2001, respectively. The
parties expect to extend the lease on the AudioMonster.com domain
name.
NOTE 8 - GOING CONCERN
The accompanying consolidated financial statements have been prepared
assuming the Company will continue as a going concern. As of March
31, 2000, the Company has incurred operating losses for the period in
the amount of $215,664 and has no established source of revenue.
Based upon the Company's plan of operation, the Company estimates that
existing resources, together with funds generated from operations will
not be sufficient to fund the Company's working capital. The Company
has been acquired by a publicly-traded company. The new parent is
anticipating raising funds through equity offerings to fund the
Company's operations. There can be no assurances that sufficient
funds will be available on terms acceptable to the parent or at all.
If the company is unable to obtain such funds, the Company will be
forced to scale back operations, which would have an adverse effect
on the Company's financial condition and results of operations.
NOTE 9 - SUBSEQUENT EVENTS
On May 11, 2000, the Company was acquired as a wholly-owned subsidiary
of a publicly-traded company.
- 11 -
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: July 26, 2000
