PROFESSIONAL MINING CONSULTANTS INC
8-K, 2000-05-22
PERSONAL SERVICES
Previous: MANOR INVESTMENT FUNDS INC, 497, 2000-05-22
Next: IMATEC LTD, 10QSB, 2000-05-22




                          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 predessor, 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.

                           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: May 19, 2000



© 2022 IncJournal is not affiliated with or endorsed by the U.S. Securities and Exchange Commission