WHATSONLINE COM INC, PRE 14A, 2000-05-01

WHATSONLINE COM INC
PRE 14A, 2000-05-01
BUSINESS SERVICES, NEC

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WHATSONLINE.COM, INC.
Suite 311 - 15 Wertheim Court
Richmond Hill, Ontario L4B 3H7

Telephone: 905-709-8240

May 15th, 2000

Dear Stockholders:

You are cordially invited to attend the 2000 Annual Meeting of Stockholders of
WhatsOnline.com, Inc. The meeting will be held at 1:00 p.m., local time, on June
30th, 2000 at Suite 311, 15 Wertheim Court, Richmond Hill, Ontario L4B 3H7.
Enclosed are the official notice of this meeting, a proxy statement and a form
of proxy.

At this meeting you will be asked to elect directors to serve until the next
annual meeting and ratify the selection of the Company's independent auditors
for 2000.

Please note that attendance at the Annual Meeting will be limited to
stockholders of record at the close of business on May 15th, 2000, and to guests
of the Company. If your shares are registered in your name and you plan to
attend the Annual Meeting, please bring the enclosed ballot with you to the
meeting. If your shares are held by a broker, bank or other nominee and you plan
to attend the meeting, please contact the person responsible for your account
regarding your intention to attend the meeting so they will know how you intend
to vote your shares at that time. Stockholders who do not expect to attend the
Annual Meeting in person may submit their ballot to the Management of the
Company at Suite 311, 15 Wertheim Court, Richmond Hill, Ontario L4B 3H7.

BY ORDER OF THE BOARD OF DIRECTORS

/s/ Kesar S. Dhaliwal
- ---------------------
Kesar S. Dhaliwal
President & Chief Executive Officer

<PAGE>

NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
OF WHATSONLINE.COM, INC.
TO BE HELD JUNE 30th, 2000

To the Stockholders of WhatsOnline.com, Inc.:

NOTICE IS HEREBY GIVEN that the 2000 Annual Meeting of Stockholders (the
"Annual Meeting") of WhatsOnline.com, Inc., a Nevada corporation (the
"Company"), will be held at Suite 311, 15 Wertheim Court, Richmond Hill,
Ontario, L4B 3H7, on the 30th day of June, 2000, at 1:00 p.m. (local time) for
the following purposes:

1. To elect three directors to the Board of Directors to serve until the
next Annual Meeting of Stockholders or until their respective
successors are duly elected and have qualified;

2. To authorize a name change to Callapro.com, Inc. and to amend the
articles of incorporation to reflect such change;

3. To authorize a two for one forward stock split in the Company's common
shares;

4. To ratify the appointment of Clancy and Co., P.L.L.C. as the Company's
independent auditor for the fiscal year ending December 31st, 2000;

5. To transact any and all other business that may properly come before
the Annual Meeting or any adjournment(s) thereof.

Pursuant to the Company's Bylaws (the "Bylaws"), the record date (the
"Record Date") for the determination of stockholders entitled to notice of and
to vote at such meeting or any adjournment(s) thereof shall be the close of
business on May 15th, 2000. Only holders of record of the Company's Common Stock
at the close of business on the Record Date are entitled to notice of and to
vote at the Annual Meeting. Shares can be voted at the Annual Meeting only if
the holder is present or represented by proxy. The stock transfer books will not
be closed. A copy of the Company's 1999 Annual Report to Stockholders, in the
form of the 10-KSB filed with the Securities and Exchange Commission, which
includes audited financial statements, has been included in this mailing to
stockholders. A list of stockholders entitled to vote at the Annual Meeting will
be available for examination at the offices of the Company for ten (10) days
prior to the Annual Meeting.

You are cordially invited to attend the Annual Meeting; whether or not you
expect to attend the meeting in person, however, you are urged to mark, sign,
date, and mail the enclosed form of proxy promptly so that your shares of stock
may be represented and voted in accordance with your wishes and in order that
the presence of a quorum may be assured at the meeting. Your proxy will be
returned to you if you should be present at the Annual Meeting and should
request its return in the manner provided for revocation of proxies on the
initial page of the enclosed proxy statement.

BY ORDER OF THE BOARD OF DIRECTORS

/s/ Kesar S. Dhaliwal
- ---------------------
Kesar S. Dhaliwal,
President & Chief Executive Officer
Richmond Hill, Ontario May 15th, 2000

<PAGE>

WHATSONLINE.COM, INC.
15 WERTHEIM COURT, SUITE 311
RICHMOND HILL, ONTARIO, L4B 3H7

PROXY STATEMENT
FOR
ANNUAL MEETING OF STOCKHOLDERS

TO BE HELD JUNE 30th, 2000

SOLICITATION AND REVOCABILITY OF PROXIES

The accompanying proxy is solicited by the Board of Directors on behalf of
WhatsOnline.com, Inc., a Nevada corporation (the "Company"), to be voted at the
2000 Annual Meeting of Stockholders of the Company (the "Annual Meeting") to be
held on June 30th, 2000 at the time and place and for the purposes set forth in
the accompanying Notice of Annual Stockholders (the "Notice") and at any
adjournment(s) thereof. When proxies in the accompanying form are properly
executed and received, the shares represented thereby will be voted at the
Annual Meeting in accordance with the directions noted thereon; if no direction
is indicated, such shares will be voted FOR the election of the nominees listed
thereon, FOR a name change to Callapro.com, Inc., FOR a two for one forward
stock split in the Company's common shares, FOR the ratification of the
independent auditor, and in their discretion with respect to any other matters
that may properly come before the stockholders at the Annual Meeting.

The executive offices of the Company are located at, and the mailing
address of the Company is, Suite 311, 15 Wertheim Court, Richmond Hill, Ontario
L4B 3H7.

Management does not anticipate that any matters will be presented at the
Annual Meeting other than matters set forth in the Notice.

This proxy statement (the "Proxy Statement") and accompanying proxy are
being mailed on or about May 16th, 2000. The Company's Annual Report on Form
10-KSB (the "1999 Annual Report"), which serves as the Annual Report to
Stockholders, covering the Company's fiscal year ended December 31st, 1999, is
attached.

Any stockholder of the Company giving a proxy has the right to revoke their
proxy at any time prior to the voting thereof by voting in person at the Annual
Meeting, by delivering a duly executed proxy bearing a later date or by giving
written notice of revocation to the Company addressed to Kesar S. Dhaliwal,
President, Suite 311, 15 Wertheim Court, Richmond Hill, Ontario L4B 3H7; no such
written notice shall be effective, however, until such notice of revocation has
been received by the Company at or prior to the Annual Meeting.

In addition to the solicitation of proxies by use of the mail, officers and
regular employees of the Company may solicit the return of proxies, either by
mail, telephone, telegraph or through personal contact. Such officers and
employees will not be additionally compensated but will be reimbursed for
out-of-pocket expenses. Brokerage houses and other custodians, nominees, and
fiduciaries will, in connection with shares of the Company's common stock,
$0.00001 par value per share (the "Common Stock"), registered in their names, be
requested to forward solicitation material to the beneficial owners of such
shares of Common Stock.

The cost of preparing, printing, assembling, and mailing the 1999 Annual
Report, the Notice, this Proxy Statement, and the enclosed form of proxy, as
well as the cost of forwarding solicitation materials to the beneficial owners
of shares of Common Stock and other costs of solicitation, are to be borne by
the Company.

<PAGE>

QUORUM AND VOTING

The record date for the determination of stockholders entitled to notice of
and to vote at the Annual Meeting was the close of business on May 15th, 2000
(the "Record Date"). On the Record Date, there were 24,632,404 shares of Common
Stock issued and outstanding.

Each share of Common Stock is entitled to one vote on all matters to be
acted upon at the Annual Meeting, and neither the Company's Certificate of
Incorporation (the "Certificate of Incorporation") nor its Bylaws allow for
cumulative voting rights. The presence, in person or by proxy, of the holders of
a majority of the issued and outstanding Common Stock entitled to vote at the
meeting is necessary to constitute a quorum to transact business. If a quorum is
not present or represented at the Annual Meeting, the stockholders entitled to
vote thereat, present in person or by proxy, may adjourn the Annual Meeting from
time to time without notice or other announcement until a quorum is present or
represented. Assuming the presence of a quorum, the affirmative vote of a
plurality of votes cast is required for the election of each of the nominees for
director. A majority of the votes represented and entitled to vote at the Annual
Meeting will be required for the approval of all other matters to be voted upon.
Abstentions and broker non-votes will each be counted towards the presence of a
quorum, but (i) will not be counted as votes cast and, accordingly, will have no
effect on the plurality vote required for the election of directors, and (ii)
will be counted as votes represented at the Annual Meeting and, accordingly,
will have the effect of a vote "against" all other matters to be acted upon.

Proxies in the accompanying form which are properly executed and returned
to the Company will be voted at the Annual Meeting in accordance with the
instructions contained in such proxies and, at the discretion of the proxy
holders, on such other matters as may properly come before the meeting. Where no
such instructions are given, the shares will be voted for the election of each
of the nominees for director and the ratification of Clancy and Co P.L.L.C. as
the independent auditor.

A stockholder that intends to present a proposal at the 2001 Annual Meeting
of Stockholders for inclusion in the Company's proxy statement and form of proxy
relating to such meeting must submit such proposal by January 31st, 2001. The
proposal must be mailed to the Company's offices at Suite 311, 15 Wertheim
Court, Richmond Hill, Ontario L4B 3H7.

<PAGE>

SUMMARY

Callapro.com and Whatsonline.com are wholly owned online assets of
WhatsOnline.com, Inc. Callapro.com (www.callapro.com), is an online marketplace
providing expert advice and services to homeowners through a network of
qualified home improvement professionals, a comprehensive resource center, with
links to over 10,000 third party home- related web sites, informative feature
articles, and a broad suite of valuable proprietary tools.

Using our free quote service and comprehensive resource center, homeowners
visiting Callapro.com are able to intelligently find, select and work with home
improvement professionals. Professionals, who are members of Callapro.com's
professional network, are able to grow their business by responding to a
homeowner's request for a quote.

Whatsonline.com was developed as an aggregator and presentation portal for
targeted Internet streaming media content. Visitors to www.whatsonline.com are
able to access audio and video streamed news, entertainment, sports, fashion,
finance, medicine, technology, politics, religion and education online, along
with an array of additional offerings from leading content providers, worldwide.

The Company's 1999 Annual Report provides a review of the Company's
operations during the past year and is attached.

The following is a brief summary of certain information contained elsewhere
in this Proxy Statement. This summary is not intended to be complete and is
qualified in all respects by reference to the detailed information appearing
elsewhere in this Proxy Statement and the exhibits hereto.

The Meeting

Date, Time and Place of the Annual Meeting
- ------------------------------------------

The Annual Meeting of WhatsOnline.com, Inc. is scheduled to be held on June
30th, 2000, at 1:00 p.m. (local time) at Suite 311, 15 Wertheim Court, Richmond
Hill, Ontario L4B 3H7.

Record Date
- -----------

Only holders of record of shares of Common Stock at the close of business
on May 15th, 2000 are entitled to receive notice of and to vote at the Annual
Meeting.

Vote Required
- -------------

Assuming the presence of a quorum, the affirmative vote of a plurality of
votes cast is required for the election of each of the nominees for director. A
majority of the votes cast with a quorum present at the Annual Meeting will be
required for the approval of all other matters to be voted upon.

Accountants
- -----------

Clancy and Co. P.L.L.C. has been selected by the Company to act as its
independent auditor for 2000. It is not expected that the representatives of
Clancy and Co. P.L.L.C. will attend the Annual Meeting or be available to answer
questions from the stockholders.

Recommendations
- ---------------

THE BOARD OF DIRECTORS OF THE COMPANY UNANIMOUSLY RECOMMENDS THAT THE
COMPANY'S STOCKHOLDERS VOTE FOR EACH OF THE NOMINEES FOR DIRECTOR ("PROPOSAL
1"), FOR THE NAME CHANGE TO CALLAPRO.COM ("PROPOSAL 2"), FOR THE TWO FOR ONE
FORWARD SPLIT OF THE COMMON SHARES ("PROPOSAL 3") AND FOR THE RATIFICATION OF
THE APPOINTMENT OF CLANCY AND CO PLLC AS THE COMPANY'S INDEPENDENT AUDITOR FOR
THE FISCAL YEAR ENDING DECEMBER 31, 2000 ("PROPOSAL 4").

<PAGE>

PROPOSAL NO. 1:
ELECTION OF BOARD MEMBERS

Nominees
- --------

The Company's Board of Directors is currently comprised of three directors.
Each of the nominees is presently a director of the Company. If so directed in
the enclosed proxy, the persons named in such proxy will vote the shares
represented by such proxy for the election of the following named nominees for
the office of director of the Company, to hold office until next annual meeting
of the stockholders or until their respective successors shall have been duly
elected and shall have qualified.

Information Concerning Nominees
- -------------------------------

<TABLE>
<CAPTION>
Name Age Position Director/Officer Since
- ---- --- -------- ----------------------
<S> <C> <C> <C>
Kesar S. Dhaliwal 38 President, CEO & Director December 1998
Harmel S. Rayat 38 Director& Chairman March 1996
Gursh Kundan 26 Treasurer, Secretary & Director April 1999

</TABLE>

The Board of Directors does not contemplate that any of the above-named
nominees for director will refuse or be unable to accept election as a director
of the Company, or be unable to serve as a director of the Company. Should any
of them become unavailable for nomination or election or refuse to be nominated
or to accept election as a director of the Company, then the persons named in
the enclosed form of proxy intend to vote the shares represented in such proxy
for the election of such other person or persons as may be nominated or
designated by the Board of Directors. No nominee is related by blood, marriage,
or adoption to another nominee or to any executive officer of the Company or its
subsidiaries or affiliates.

Assuming the presence of a quorum, each of the nominees for director of the
Company requires for his election the approval of a plurality of the votes cast
by the shares of Common Stock entitled to vote at the Annual Meeting.

The Board of Directors regard all of the individuals being nominated to the
Board as extremely competent professionals with many years of experience in
different fields of endeavor, including sales and marketing, computer software,
internet, corporate finance and development. The Board feels that this
collective base of experience and knowledge is crucial in the overall
development of the Company's business.

Information Concerning Current Officers and Directors
- -----------------------------------------------------

The following narrative describes the positions held by the Company's
current officers and directors. During 2000, the Board met once and each board
member attended at least 75% of the board and committee meetings that were held
while they were in office.

KESAR S. DHALIWAL (Age 38) President and Chief Executive Officer, Director. Mr.
Dhaliwal has international business management experience in North America, Asia
and Europe. Between 1993 and just prior to joining WhatsOnline.com in December
1998, Mr. Dhaliwal lead two technology companies which developed and marketed
real time Internet based information technology platforms to financial services
institutions. From 1986 through 1993, Mr. Dhaliwal was the Chief Strategic
Officer and Investment Officer for a large multi-national Singapore based
conglomerate. His duties included expanding the company's diverse operations
into shipping, construction, hospitality and entertainment. From 1984 through
1986, Mr. Dhaliwal was president of an international hospitality company, where
he developed and executed the company's expansion strategy from North America to
Europe and Asia. Mr. Dhaliwal joined the Company as a director and its President
and Chief Executive Officer on December 1st, 1998.

HARMEL S. RAYAT (Age 38) Chairman, Director. Mr. Rayat has been in the venture
capital industry since 1981 and since January 1993 has been the president of
Hartford Capital Corporation, a company that provides financial consulting
services to emerging growth corporations. Mr. Rayat is also a Director of
EquityAlert.com, Inc. and Zeta Corporation. Mr. Rayat has served as a Director
of the Company since March 18th, 1996.

<PAGE>

GURSH KUNDAN (Age 33), Secretary, Treasurer, Director. From 1996 to 1998, Mr.
Kundan was a senior vice president of Virtual Office Technologies, Inc. where he
was responsible for developing the technology for, and managing a service bureau
operation which administered financial service assets for financial planning
firms. Between 1991 and 1993, Mr. Kundan was self-employed as an information
technology consultant. Between 1993 and 1994, he worked for Financial Concept
Group Inc. as a marketing analyst. Between 1994 and 1995, he worked for North
American Trust Inc. as manager of operations. Between 1995 and 1996, he worked
for Laurentian Bank as a senior manager of dealer services. Mr. Kundan obtained
a Bachelor of Business Administration Degree from Simon Fraser University in
Business Administration. Mr. Kundan originally joined WhatsOnline.com on April
28, 1999 as Vice President of Corporate Development and was appointed as a
Secretary, Treasurer and a Director of the Company's on December 16th, 1999.

Section 16(a) Beneficial Ownership Reporting Compliance
- -------------------------------------------------------

Section 16(a) of the Securities Exchange Act of 1934, as amended (the
"Exchange Act"), requires the Company's directors, officers and persons who own
more than 10 percent of a registered class of the Company's equity securities,
to file reports of ownership and changes in ownership with the Securities and
Exchange Commission ("the Commission"). Directors, officers and greater than 10
percent beneficial owners are required by applicable regulations to furnish the
Company with copies of all forms they file with the Commission pursuant to
Section 16(a). Information is detailed in the Security Ownership or Management
and Principal Stockholders sections of this proxy.

Based solely upon a review of the copies of the forms furnished to the
Company, the Company believes that during fiscal 1999 all filing requirements
applicable to its directors and executive officers were satisfied.

Director Compensation
- ---------------------

The Company's employees receive no extra pay for serving as directors.
Non-employee directors are reimbursed for any out-of-pocket meeting expenses and
are compensated with stock options.

THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR THE ELECTION OF EACH OF THE
INDIVIDUALS NOMINATED FOR ELECTION AS A DIRECTOR.

<PAGE>

PROPOSAL NO. 2:
To authorize a name change to Callapro.com, Inc.
and to amend the articles of incorporation
to reflect such change.

Stockholders will be asked to approve a name change to Callapro.com, Inc.
in order to accurately reflect the Company's main business endeavor.

THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR THE AUTHORIZATION OF A NAME CHANGE
TO CALLAPRO.COM, INC.

<PAGE>

PROPOSAL NO. 3:
To authorize a two for one forward stock
split in the Company's common shares.

Stockholders will be asked to approve a two for one forward stock split in
the Company's common shares in order to improve trading liquidity. No formal
studies have geen done by management or any independant source.

THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR THE APPROVAL OF A TWO FOR ONE
FORWARD STOCK SPLIT IN THE COMPANY'S COMMON SHARES.

<PAGE>

PROPOSAL NO. 4:
The ratification of the appointment of Clancy and Co. P.L.L.C.
as the Company's independent auditor

The Board of Directors has appointed Clancy and Co. P.L.L.C. as independent
auditors for the Company for the fiscal year ending December 31, 2000.
Stockholders are being asked to ratify this selection at the Annual Meeting.

It is not expected that the representatives of Clancy and Co. P.L.L.C will
attend the Annual Meeting.

THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR THE RATIFICATION OF THE APPOINTMENT
OF CLANCY AND CO. P.L.L.C. AS THE COMPANY'S INDEPENDENT AUDITOR.

<PAGE>

Security Ownership of Management and Principal Stockholders
- -----------------------------------------------------------

The following table sets forth, as of April 25th, 2000, the beneficial
ownership of the Company's Common Stock by each nominee, director and executive
officer of the Company, each person known by the Company to beneficially own
more than 5% of the Company's Common Stock outstanding as of such date and the
executive officers and directors of the Company as a group.

<TABLE>
<CAPTION>
Number of Shares
Person or Group of Common Stock Percent
- --------------- --------------- -------
<S> <C> <C>
Harmel S. Rayat (1) 8,541,200 36.7%
216-1628 West First Avenue
Vancouver, B.C. V6J 1G1 Canada

Kesar S. Dhaliwal (2) 2,400,000 9.7%
216-1628 West First Avenue
Vancouver, B.C. V6J 1G1 Canada

Gursh Kundan (2) 500,000 2.0%
216-1628 West First Avenue
Vancouver, B.C. V6J 1G1 Canada

Directors and Executive Officers 11,441,200 48.4%
as a group (3 persons)

</TABLE>

Includes 300,000 shares which may be acquired pursuant to options granted and
exercisable under the Company's 1997 option plan and 241,200 shares held by
Tajinder Chohan, Mr. Rayat's wife. Additionally, other members of Mr. Rayat's
family hold 830,000 shares and 500,000 shares which may be acquired pursuant to
options granted and exercisable under the Company's 1997 option plan. Mr. Rayat
disclaims beneficial ownership of the shares beneficially owned by his wife and
other family members.

Includes 2,400,000 and 500,000 shares for Mssrs. K. Dhaliwal and G. Kundan,
which may be acquired pursuant to options granted and exercisable under the
Company's 1998 and 1997 option plans.

Voting Intentions of Certain Beneficial Owners and Management.
- --------------------------------------------------------------

The Company's directors and officers have advised the Company that they
will vote the 8,000,000 shares owned or controlled by them FOR each of the
Proposals in this Proxy Statement. These shares represented 32.5% of the
outstanding Common Stock of the Company as of April 25, 2000.

Remuneration and Executive Compensation
- ---------------------------------------

The following table shows, for the three-year period ended December 31,
1999, the cash compensation paid by the Company, as well as certain other
compensation paid or accrued for such year, to the Company's Chief Executive
Officer and the Company's other most highly compensated executive officers.
Except as set forth on the following table, no executive officer of the Company
had a total annual salary and bonus for 1999 that exceeded $100,000.

<PAGE>

<TABLE>
Summary Compensation Table
<CAPTION>

Securities
Underlying
Name and Options All Other
Principal Position Year Salary Bonus Other Granted Compensation
- ------------------ ---- ------ ----- ----- ------- ------------
<S> <C> <C> <C> <C> <C> <C>
Kesar S. Dhaliwal 1999 $ 76,712 $0 $0 0 $0
CEO, President, Director 1998 $0 $0 $0 2,400,000 $0
1997 $0 $0 $0 0 $0

Harmel S. Rayat 1999 $200,000 $0 $0 300,000 $0
Chairman, Director 1998 $0 $0 $0 0 $0
1997 $0 $0 $0 0 $0

Gursh S. Kundan 1999 $ 27,549 $0 $0 500,000 $0
Secretary, Treasurer, Director 1998 $0 $0 $0 0 $0
1997 $0 $0 $0 0 $0

</TABLE>

STOCK OPTION GRANTS IN 1999
- ---------------------------

Shown below is further information regarding employee stock options awarded
during 1999 to the named officers and directors:

<TABLE>
<CAPTION>
Number of % of Total
Securities Options
Underlying Granted to Exercise Expiration
Name Options Employees Price Date
- ---- ------- --------- ----- ----
<S> <C> <C> <C> <C>
Harmel S. Rayat 300,000 12% $1.00 2007

Gursh Kundan 500,000 20% $1.00 2007

</TABLE>

AGGREGATED OPTION EXERCISES DURING 1999 AND YEAR-END OPTION VALUES
- ------------------------------------------------------------------

The following table shows certain information about unexercised options at
year-end with respect to the named officers and directors:

<TABLE>
<CAPTION>
Common Shares
Underlying Value of Unexercised
Unexercised Options In-The-Money Options
on 12/31/99 on 12/31/99
Name Exercisable Unexercisable Exercisable Unexercisable
- ---- ----------- ------------- ----------- -------------
<S> <C> <C> <C> <C>
Kesar S. Dhaliwal 400,000 2,000,000 $20,000 $0
Harmel S. Rayat 300,000 $0 $0
Gursh Kundan 500,000 $0 $0

</TABLE>

The value of the options is calculated using the fair market value of the
Company's Common Stock on December 31, 1999 ($1.05 per share) minus the exercise
price per share, of the in-the-money options, multiplied by the number of shares
subject to each option.

<PAGE>

EMPLOYMENT CONTRACTS
- --------------------

The Company does not have any employment contracts with any of its officers
or employees.

RELATED TRANSACTIONS
- --------------------

The Company subleases 143.4 square feet of office space to EquityAlert.com,
Inc. for $250 Canadian per month until February 28, 2002. Mr. Harmel S. Rayat, a
director and majority shareholder of EquityAlert.com, is also a director and
majority shareholder of WhatsOnline.com. During 1999, the Company purchased
$264,627.46 Canadian of computer hardware and Internet equipment from a company
controlled by the wife of the Company's President and Chief Executive Officer.
This hardware and equipment was purchased at cost.

Copies of Form 10-KSB
- ---------------------

The Company hereby undertakes to provide without charge to each person,
including any beneficial owner, to whom a copy of this Proxy Statement has been
delivered, on the written request of any such person, an additional copy of the
Company's most recent Form 10-KSB. Written requests for such copies should be
directed to Gursh Kundan, the Secretary of the Company, at Suite 311, 15
Wertheim Court, Richmond Hill, Ontario L4B 3H7. A copy of the Form 10-KSB which
serves as the Company's annual report is attached to this Proxy Statement.

<PAGE>

WHATSONLINE.COM, INC.
15 WERTHEIM COURT, SUITE 311
RICHMOND HILL, ONTARIO, L4B 3H7

PROXY FOR 2000 ANNUAL MEETING OF STOCKHOLDERS

This proxy is solicited on behalf of the
Board of Directors of WhatsOnline.com, Inc.

The undersigned, a stockholder of WhatsOnline.com, Inc. (the "Company")
hereby constitutes and appoints each of Mr. Kesar S. Dhaliwal and Mr. Gursh
Kundan the attorney, agent and proxy of the undersigned, with full power of
substitution, for and in the name, place and stead of the undersigned, to vote
and act with respect to all of shares of the Common Stock of the Company
standing in the name of the undersigned or in respect of which the undersigned
is entitled to vote, with all powers of the undersigned would process if
personally present at such meeting upon the following matters, and otherwise in
his discretion:

ITEM 1. To elect directors to serve until the next annual
meeting of stockholders or until their successors
are elected and have qualified.
<TABLE>
<CAPTION>
FOR AGAINST ABSTENTION
--- ------- ----------
<S> <C> <C> <C>
Mr. Kesar S. Dhaliwal [ ] [ ] [ ]
Mr. Gursh. Kundan [ ] [ ] [ ]
Mr. Harmel S. Rayat [ ] [ ] [ ]

</TABLE>

ITEM 2. To authorize a name change to Callapro.com,
Inc. and to amend the articles of incorporation
to reflect such change.

<TABLE>
<CAPTION>
FOR AGAINST ABSTENTION
--- ------- ----------
<S> <C> <C> <C>
[ ] [ ] [ ]
</TABLE>

ITEM 3. To authorize a two for one forward split in
the Company's common shares.
<TABLE>
<CAPTION>

FOR AGAINST ABSTENTION
--- ------- ----------
<S> <C> <C> <C>
[ ] [ ] [ ]

</TABLE>

ITEM 4. To ratify the appointment of Clancy and Co
PLLC, as independent auditors of the Company
for the fiscal year ending December 31, 2000.
<TABLE>
<CAPTION>
FOR AGAINST ABSTENTION
--- ------- ----------
<S> <C> <C> <C>
[ ] [ ] [ ]

</TABLE>

ITEM 5. To transact any such other business as may properly
come before the meeting or an adjournment (s) thereof.

If no direction is indicated, this proxy will be voted in the discretion of
the proxy holder. Please date, sign, and print your name on this proxy exactly
as your name appears on your stock certificate and return immediately to the
address printed above in the enclosed self-addressed stamped envelope.

DATED: _________________________ SIGNATURE: __________________________

NO. OF SHARES: __________________ PRINT NAME: _________________________

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 10-KSB

ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
For the Fiscal Year Ended December 31, 1999
Commission file number 000-30156

WHATSONLINE.COM, INC.
---------------------
(Name of small business issuer as specified in its charter)

NEVADA 98-0170247
------ ----------
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)

15 Wertheim Court, Suite 311, Richmond Hill, Ontario L4B 3H7
- ----------------------------- ---------------------- -------
(Address of principal executive offices) (Zip Code)

Registrant's telephone number, including area code: (905) 709-8240

Securities registered under Section 12(b) of the Act: None

Securities registered under Section 12(g) of the Act:

Common Stock, $.00001 par value, listed on the OTC Bulletin Board
-----------------------------------------------------------------

Indicate by check mark whether the registrant: (1) has filed all reports
required 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 for the
past 90 days. Yes X No ____

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405
of Regulation S-K is not contained herein, and will not be contained, to the
best of the registrant's knowledge, in definitive proxy or information
statements incorporated by reference in Part III of this Form 10-K or any
amendment to this Form 10-K ( X )

Revenues for last fiscal year were $ 0

Aggregate market value of Common Stock, $0.00001 par value, held by
non-affiliates of the registrant as of April 12, 2000: $7,936,214. Number of
shares of Common Stock, $0.00001 par value, outstanding as of April 12, 2000:
24,632,404.

DOCUMENTS INCORPORATED BY REFERENCE: Proxy Statement for the 2000 Annual Meeting
of Shareholders (to be filed with the Commission within 120 days after the
registrant's fiscal year end) is hereby incorporated by reference into Part III
of this Form 10-KSB.

<PAGE>

ANNUAL REPORT ON FORM 10-KSB
FOR THE FISCAL YEAR ENDED DECEMBER 31, 1999

<TABLE>
TABLE OF CONTENTS
<CAPTION>

Page
<S> <C>
PART I
Item 1. Business 1
Item 2. Properties 4
Item 3. Legal Proceedings 5
Item 4. Submissions of Matters to a Vote of Security Holders 5

PART II
Item 5. Market for the Registrants' Common Equity and Related
Stockholder Matters 5
Item 6. Management's Discussion and Analysis of Financial Condition
and Results of Operations 6
Item 7. Financial Statements 7
Item 8. Changes in and Disagreements With Accountants on Accounting
and Financial Disclosure 22

PART III
Item 9. Directors and Executive Officers of the Registrant 22
Item 10. Executive Compensation 22
Item 11. Security Ownership of Certain Beneficial Owners and Management 22
Item 12. Certain Relationships and Related Transactions 22

PART IV
Item 13. Exhibits and Reports on Form 8-K 23

</TABLE>

<PAGE>

PART I

ITEM 1. BUSINESS

Except for the historical information contained herein, the discussion in
this Annual Report on Form 10-KSB contains certain forward-looking statements
that involve risk and uncertainties, such as statements of the Company's plans,
objectives, expectations and intentions. The cautionary statements made in this
document should be read as being applicable to all related forward-looking
statements wherever they appear in this document. The Company's actual results
could differ materially from those discussed herein.

THE COMPANY

WhatsOnline.com, Inc. ("WhatsOnline" or the "Company") operates a media
streaming portal website (www.whatsonline.com) and a website focused on the home
improvement market (www.callapro.com) . The Company was incorporated under the
laws of the State of Utah on July 14, 1983, under the name of Far West Gold,
Inc. On June 30, 1997, the stockholders authorized a name change to American
Alliance Corporation and authorized a change in the state of registration from
Utah to Nevada. In January, 1999, the company entered into the field of targeted
Internet streaming with the launch of www.eviewonline.com which was subsequently
merged with www.whatsonline.com . On May 20, 1999, the Company changed its name
to WhatsOnline.com, Inc.

DESCRIPTION OF BUSINESS

Callapro.com and Whatsonline.com are wholly owned online assets of
WhatsOnline.com, Inc. Callapro.com (www.callapro.com), is an online marketplace
providing expert advice and services to homeowners through a network of
qualified home improvement professionals, a comprehensive resource center, with
links to over 10,000 third party home-related web sites, informative feature
articles, and a broad suite of valuable proprietary tools.

www.whatsonline.com
- -------------------

The Company's website www.whatsonline.com was developed as an aggregator
and presentation portal for targeted Internet streaming media content.

Streaming media technology has enhanced the graphical capabilities of the
Internet. Prior to streaming technology, users could not play audio or video
clips until they had been downloaded in their entirety, resulting in significant
waiting times.

Traditionally, web servers have functioned by transmitting information
requests as quickly as possible, disconnecting, and then serving other requests.
Web browsers receive this information and assemble it on the computer screen for
viewing. This type of transmission works well for static graphics and text;
however, it is very problematic for moving images and sound from video,
animation and music because the files are very large and cannot be transmitted
in a reasonable time frame. The download time for these large files, even a
short video clip, is, for most users, unbearable.

With streaming media technology, data is transmitted to the user as the
media is viewed, in a continuous

<PAGE>

connection. This continuous stream is similar to watching television or
listening to the radio, where the images or audio is received just before you
see the image or hear the sounds. The advantage of streaming media technology
over television and radio, however, is that the user may view or listen to the
clip at any time, rather than when the radio or television station chooses to
air it.

www.callapro.com
- ----------------

The Company's website, www.callapro.com , is an online marketplace
providing expert advice and services to homeowners through a network of
qualified home improvement professionals, a comprehensive resource center, with
links to over 10,000 third party home-related web sites, informative feature
articles, and a broad suite of valuable proprietary tools.

The home improvement marketplace is one of the largest and most fragmented
markets in North America. According to the National Association of Home
Builders, over $126 billion dollars were spent on residential home improvements
projects in 1999. Serving this marketplace is an estimated 900,000 mostly
independent home- improvement professionals (tradesmen, contractors, designers
and architects).

Employees
- ---------

At December 31, 1999, the Company employed 13 full time and 1 part-time
person. To the best of the Company's knowledge, none of the Company's officers
or directors is bound by restrictive covenants from prior employers. None of the
Company's employees are represented by labor unions or other collective
bargaining groups. The Company considers its relationship with its employees to
be excellent.

Intellectual Property
- ---------------------

The Company relies on a combination of trademark, copyright law, trade
secret protection, confidentiality agreements and other contractual arrangements
with employees, vendors and others to protect its rights to intellectual
property. Theses measures, however, may be inadequate to deter misappropriation
of proprietary information. The Company has begun the process to trademark its
name in the United States and certain European countries. Effective trademark,
copyright and trade secret protection may not be available in every country in
which WhatsOnline offers or intend to offer its services. Failure to adequately
protect its intellectual property could harm the Company's brand, devalue its
proprietary content and affect the Company's ability to compete effectively.

Environmental Matters
- ---------------------

The Company believes it conducts its business in compliance with all
environmental laws presently applicable to its facilities. To date, there have
been no expenses incurred by the Company related to environmental issues.

Government Regulation
- ---------------------

The Company is not subject to any direct governmental regulation other than
the securities laws and regulations applicable to all publicly owned companies,
and laws and regulations applicable to businesses generally.

ITEM 2: PROPERTIES

The Company's office is located at 15 Wertheim Court, Suite 311, Richmond
Hill, Ontario, L4B 3H7. This office is 2180 square feet and is leased for
$3203.79 Canadian per month, until February 2, 2001, with an option to renew for
a further 5 years. The Company subleases 143.4 square feet of this office space
located to EquityAlert.com,

<PAGE>

Inc. for $250.00 Canadian per month, until February 28, 2002. Mr. Harmel S.
Rayat, a Director and shareholder of the Company is also a Director and
shareholder of EquityAlert.com, Inc.

ITEM 3: LEGAL PROCEEDINGS

The Company is not involved in any pending legal proceedings.

ITEM 4: SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

There were no matters submitted to a vote of the security holders in the
fourth quarter of 1999.

PART II

ITEM 5: MARKET FOR THE REGISTRANT'S COMMON EQUITY AND RELATED STOCKHOLDER
MATTERS.

(a) Market Information

The Company's Common Stock is listed on the Pink Sheet market under the
symbol "WHAT". The following table sets forth the high and low closing prices
for the periods indicated:

<TABLE>
<CAPTION>
High Low
<S> <C> <C> <C>
First Quarter 1998 $ 1.63 $ 1.19
Second Quarter 1998 $ 2.82 $ 1.06
Third Quarter 1998 $ 3.38 $ 0.88
Fourth Quarter 1998 $ 3.25 $ 2.44
First Quarter 1999 $ 5.13 $ 1.88
Second Quarter 1999 $ 5.50 $ 2.00
Third Quarter 1999 $ 4.25 $ 0.75
Fourth Quarter 1999 $ 1.63 $ 1.00

</TABLE>

(b) Holders

As at March 16, 2000 there were approximately 306 registered stockholders
of record of the Company's Common Stock.

The Company has never paid a dividend and does not anticipate paying any
dividends in the foreseeable future. It is the present policy of the Board of
Directors to retain the Company's earnings, if any, for the development of the
Company's business.

<PAGE>

ITEM 6: MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS

The following discussion should be read in conjunction with the financial
statements and notes thereto included in Item 7 of this Form 10-KSB. Except for
the historical information contained herein, the discussion in this Annual
Report on Form 10-KSB contains certain forward-looking statements that involve
risk and uncertainties, such as statements of the Company's plans, objectives,
expectations and intentions. The cautionary statements made in this document
should be read as being applicable to all related forward-looking statements
wherever they appear in this document. The Company's actual results could differ
materially from those discussed here.

OVERVIEW
- --------

Callapro.com and Whatsonline.com are wholly owned online assets of
WhatsOnline.com, Inc. Callapro.com (www.callapro.com), is an online marketplace
providing expert advice and services to homeowners through a network of
qualified home improvement professionals, a comprehensive resource center, with
links to over 10,000 third party home-related web sites, informative feature
articles, and a broad suite of valuable proprietary tools.

To date, the Company has incurred significant ongoing operating losses due
to costs related to business development, website development, management and
staff recruitment and other costs associated with establishing corporate
infrastructure necessary for expanding on a national basis. Although planned
principal operations have commenced, there have been no significant revenues
derived therefrom.

RESULTS OF OPERATIONS
- ---------------------

Revenues. The Company did not generate revenues for the year ended December 31,
1999, compared to $66,426 for 1998. Fiscal 1998 revenues were generated by the
Company's wholly owned subsidiary, Rowland Carmichael & Associates, Inc.

General and Administrative Expenses. During 1999, the Company incurred $747,990
in general and administrative expenses, an increase of 111% over 1998 expenses
of $355,022. The increase is primarily attributable to additional salary and
operating expenses related to the development and launch the Company's websites.

Interest Income. Interest income was $33,331 and $71,057 for the years ended
December 31, 1999, and 1998, respectively. Interest earned in the future will be
dependent on Company funding cycles and prevailing interest rates.

Provision for Income Taxes. As of December 31, 1999, the Company's accumulated
deficit was $1,537,618 and as a result, there has been no provision for income
taxes to date.

LIQUIDITY AND CAPITAL RESOURCES
- -------------------------------

At December 31, 1999, the Company had a cash balance of $1,905,478,
compared to a cash balance of $1,225,276 at December 31, 1998.

During 1999, the Company used $606,622 of net cash from operating
activities as compared to $187,116 of net cash used in 1998. The increase in the
net cash used in operating activities was due mainly to the increase in the

<PAGE>

net loss between years. As at December 31, 1999, the Company had $20,726 in
accounts payable, an increase of $2,912, or 16%, over the amount of $17,814 as
December 31, 1998.

Net cash used in investing activities was $253,176 for 1999, compared to
net cash used of $38,921 for 1998. The increase in the net cash used in
investing activities was due mainly to purchasing equipment for the Company's
websites in 1999 and the purchase of a domain name.

Net cash provided by financing activities was $1,540,000 for 1999 compared
to $0 for 1998. The Company has financed its operations primarily through
private placements of Common Shares and the exercise of stock options.

The Company's future funding requirements will depend on numerous factors.
These factors include the Company's ability to establish and profitably operate
its websites, recruit and train qualified management, technical and sales
personnel, and the Company's ability to compete against other, better
capitalized corporations who offer similar web based services.

Due to the "start up" nature of the Company's businesses, the Company
expects to incur losses as it expands. The Company expects to raise additional
funds through private or public equity investment in order to expand the range
and scope of its business operations. The Company will seek access to private or
public equity but there is no assurance that such additional funds will be
available for the Company to finance its operations on acceptable terms, if at
all. See "Risk Factors" for additional details.

ITEM 7: FINANCIAL STATEMENTS

WHATSONLINE.COM, INC.
Vancouver, B.C.

AUDIT REPORT

DECEMBER 31, 1999 AND 1998

<PAGE>

CONTENTS

Independent Auditors' Report. . . . . . . . . . . . . . . . . . . . . . . 9

Consolidated Balance Sheet at December 31, 1999 and 1999. . . . . . . . . 10

Consolidated Statement of Operations For the Years Ended
December 31, 1999 and 1999, and From Inception (July 14, 1983)
To December 31, 1999 . . . . . . . . . . . . . . . . . . . . . . . . . 11

Consolidated Statement of Stockholders' Equity From Inception
(July 14, 1983) To December 31, 1999 . . . . . . . . . . . . . . . . 12

Consolidated Statement of Cash Flows For the Years Ended
December 31, 1999 and 1999, and From Inception (July 14, 1983)
To December 31, 1999 . . . . . . . . . . . . . . . . . . . . . . . . 13-14

Notes to the Consolidated Financial Statements . . . . . . . . . . . . . 15-21

All schedules are omitted because they are not applicable or the required
information is shown in the financial statements or notes thereto.

<PAGE>

INDEPENDENT AUDITORS' REPORT

Board of Directors
WhatsOnLine.Com, Inc.
Richmond Hill, Ontario, Canada

We have audited the consolidated balance sheet of WhatsOnLine.Com, Inc. (A
Development Stage Company), (the Company), and subsidiaries as of December 31,
1999 and 1998, and the related consolidated statements of operations,
stockholders' equity and cash flows for the years then ended and for the period
from Inception (July 14, 1983) to 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 of the financial statements provides a reasonable
basis for our opinion.

In our opinion, the financial statements referred to above present fairly, in
all material respects, the consolidated financial position of WhatsOnLine.Com,
Inc. as of December 31, 1999 and 1998, and the consolidated results of their
operations and their consolidated cash flows for the years then ended, in
conformity with generally accepted accounting principles.

As discussed in Note 1, the Company has been in the development stage since its
inception on July 14, 1983, and although planned principal operations have
commenced, there have been no significant revenues derived therefrom.

/s/ Clancy and Co., P.L.L.C.
- ----------------------------
Clancy and Co., P.L.L.C.
Phoenix, Arizona 85016

February 28, 2000

<PAGE>

WHATSONLINE.COM, INC.
(A Development Stage Company)
CONSOLIDATED BALANCE SHEET
DECEMBER 31, 1999 AND 1998

1999 1998
---- ----
<S> <C> <C>
ASSETS
Current Assets
Cash and Cash Equivalents $ 1,905,478 $ 1,225,276
Security Deposit 673 0
1,906,151 1,225,276

Property and Equipment, Net (Note 3) 195,735 7,937

Other Assets
Intangible Assets, net of amortization (Note 4) 48,750 0
Organization Costs 649 649
Total Other Assets 49,399 649

Total Assets $ 2,152,285 $ 1,233,862

LIABILITIES AND STOCKHOLDERS' EQUITY

Liabilities $ 20,726 $ 17,814
Stockholders' Equity
Preferred Stock: Authorized $0.0001 Par Value,5,000,000
Shares; Issued and Outstanding, NONE None None
Common Stock: Authorized $0.00001 Par Value, 100,000,000
Share; Issued and Outstanding, 24,632,404 and 23,052,404 246 231
Additional Paid In Capital 3,583,761 2,043,776
Loss Accumulated During the Development Stage (1,537,618) (827,959)
Accumulated Other Comprehensive Income 84,170 0
Total Stockholders' Equity 2,130,559 1,216,048

Total Liabilities and Stockholders' Equity $ 2,151,285 $ 1,233,862

</TABLE>

10
The accompanying notes are an integral part of these financial statements.

<PAGE>

WHATSONLINE.COM, INC.
(A Development Stage Company)
CONSOLIDATED STATEMENT OF OPERATIONS
FOR THE YEARS ENDED DECEMBER 31, 1999 AND 1998, AND
FROM INCEPTION (JULY 14, 1983) TO DECEMBER 31, 1999

From
Inception (July
Year Ended Year Ended 14, 1983) to
December 31, December 31, December 31,
1999 1998 1999
---- ---- ----
<S> <C> <C> <C>
Revenues $ 0 $ 66,426 $ 66,426

Operating Expenses
General and Administrative 747,990 355,022 1,710,721
Asset Write-Down (Note 1) 0 14,338 14,338
Total Operating Expenses 747,990 369,360 1,725,059

Operating Loss (747,990) (302,934) (1,658,633)

Other Income
Interest Income 38,331 71,057 121,015

Net Loss Available to Common Stockholders $ (709,659) $ (231,877) $ (1,537,618)

Basic Loss Per Common Share $ (0.03) $ (0.01) $ (0.07)

Basic Weighted Average Number of Common 23,239,904 23,052,404 23,239,904

</TABLE>

11
The accompanying notes are an integral part of these financial statements.

<PAGE>

WHATSONLINE.COM, INC.
(A Development Stage Company)
CONSOLIDATED STATEMENT OF STOCKHOLDERS' EQUITY
FROM INCEPTION (JULY 14, 1983) TO DECEMBER 31, 1999

<TABLE>
<CAPTION>
Loss
Accumulated Accumulated
Additional During the Other
Preferred Stock Common Stock Paid In Development Comprehensive
Shares Amount Shares Amount Capital Stage Income Total
------ ------ ------ ------ ------- ----- ------ -----
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Common Stock Issued For Cash
at $0.003 Per Share, August 26, 1983 0 $ 0 20,368 $ 0 $ 15,000 $ 0 $ 15,000

Net Loss From Inception (July 14, 1983)
Through December 31, 1983 (2,888) (2,888)

Balance, December 31, 1983 0 0 20,368 0 15,000 (2,888) 12,112

Common Stock Issued - Public Offering at
$0.01 Per Share, October 1984 52,036 1 130,089 130,090

Cost of Offering (27,547) (27,547)

Net Loss, Year Ended December 31, 1984 (15,327) (15,327)

Balance, December 31, 1984 0 0 72,404 1 117,542 (18,215) 99,328

Capital Contribution, 1990 4,364 4,364

Net Loss, Year Ended December 31, 1985
Through 1990 (103,692) (103,692)

Balance, December 31, 1990 0 0 72,404 1 121,906 (121,907) 0

Capital Contribution, 1991 100 100

Net Loss, Year Ended December 31, 1991 (100) (100)

Balance, December 31, 1991 0 0 72,404 1 122,006 (122,007) 0

Loss year Ended December 31, 1992 (141) (141)

Balance, December 31, 1992 0 0 72,404 1 122,006 (122,148) (141)

Net Loss, Year Ended December 31,1993 (204) (204)

Balance, December 31, 1993 0 0 72,404 1 122,006 (122,352) (345)

Net Loss, Year Ended December 31, 1994 (100) (100)

Balance, December 31, 1994 0 0 72,404 1 122,006 (122,452) (445)

Common Stock Issued To Satisfy Current
Liabilities at $0.001 Per Share,
December 31, 1995 80,000 1 19,999 20,000

Net Loss, Year Ended December 31, 1995 (22,215) (22,215)

Balance, December 31, 1995 0 0 152,404 2 142,005 (144,667) (2,660)

Common Stock Issued In Exchange For
Services at $0.005 Per Share,
April 16, 1996 8,000,000 80 1,920 2,000

Common Stock Issued For Cash at $0.05
Per Share, May 9, 1996 8,000,000 80 199,920 200,000

Net Loss, Year Ended December 31, 1996 (195,628) (195,628)

Balance, December 31, 1996 0 0 16,152,404 162 343,845 (340,295) 3,712
Common Stock Issued For Cash and
Services at $0.015 Per Share,
June 30, 1997 4,000,000 40 299,960 300,000

Common Stock Issued For Cash at $0.50
Per Share, October 24, 1997 2,000,000 20 499,980 500,000

Common Stock Issued For Cash at $0.20
Per Share, December 19, 1997 900,000 9 899,991 900,000

Net Loss, Year Ended December 31, 1997 (255,787) (255,787)

Balance, December 31, 1997 0 0 23,052,404 231 2,043,776 (596,082) 1,447,925

Net Loss, Year Ended December 31, 1998 (231,877) (231,877)

Balance, December 31, 1999 0 0 23,052,404 231 2,043,776 (827,959) 1,216,048

Stock Options Exercised at $.50 Share,
February 9, 1999 12,000 6,000 6,000

Stock Options Exercised at $.50 Share,
March 9, 1999 6,000 3,000 3,000

Stock Options Exercised at $.50 Share,
April 16, 1999 62,000 31,000 31,000

Common Stock Issued For Cash, at $1.00
Per Share, December 23, 1999 1,500,000 15 1,499,985 1,500,000

Net Loss, Year Ended December 31, 1999 (709,659) (709,659)

Other Comprehensive Income:
Translation Adjustments 84,710 84,710

Balance, December 31, 1999 0 $ 0 24,632,404 $ 246 $ 3,583,761 (1,537,618) $84,170 2,130,559

</TABLE>

12
The accompanying notes are an integral part of these financial statements.

<PAGE>

WHATSONLINE.COM, INC.
(A Development Stage Company)
CONSOLIDATED STATEMENT OF CASH FLOWS
FOR THE YEARS ENDED DECEMBER 31, 1999 AND 1998, AND
FROM INCEPTION (JULY 14, 1983) TO DECEMBER 31, 1999

<TABLE>
<CAPTION>
From
Inception
(July 14,
Year Ended Year Ended 1983) to
December 31, December 31, December 31,
1999 1998 1999
---- ---- ----
<S> <C> <C> <C>
Cash Flows From Operating Activities
Net Loss $ (709,659) $ (231,877) $ (1,537,618)
Adjustments to Reconcile Net Loss to Net Cash
Used In Operating Activities
Investment in Subsidiary 0 11,274 11,274
Depreciation and Amortization 16,628 1,984 18,612
Common Stock Issued for Services 0 0 257,000
Common Stock Issued Issued for
Conversion of Debt 0 0 20,000
Foreign Currency Translation Adjustments 84,170 0 84,170
Asset Write-Down 0 14,338 14,338
Changes in Assets and Liabilities
(Increase) Decrease in Organization Costs 0 (649) (649)
(Increase) Decrease in Security Deposit (673) 0 (673)
Increase (Decrease) in Accrued Liabilities 2,912 17,814 20,726
Total Adjustments 103,037 44,761 424,798
Net Cash Used In Operating Activities (606,622) (187,116) (1,112,820)

Cash Flows From Investing Activities
Purchase of Property and Equipment (203,176) (9,921) (213,097)
Purchase of Domain Name (50,000) 0 (50,000)
Investment, Cash Paid For Acquisition 0 (29,000) (29,000)
Net Cash Flows Used In Investing Activities (253,176) (38,921) (292,097)

Cash Flows From Financing Activities
Proceeds From the Issuance of Common Stock 1,540,000 0 3,330,090
Cost of Public Offering 0 0 (27,547)
Cash Acquired in Connection with
Subsidiary 0 3,388 3,388

</TABLE>

13
The accompanying notes are an integral part of these financial statements

<PAGE>

WHATSONLINE.COM, INC.
(A Development Stage Company)
CONSOLIDATED STATEMENT OF CASH FLOWS
FOR THE YEARS ENDED DECEMBER 31, 1999 AND 1998, AND
FROM INCEPTION (JULY 14, 1983) TO DECEMBER 31, 1999

<TABLE>
<CAPTION>
From
Inception (July
Year Ended Year Ended 14, 1983) to
December 31, December 31, December 31,
1999 1998 1999
---- ---- ----
<S> <C> <C> <C>
Net Cash Provided By Financing Activities 1,540,000 3,388 3,310,395

Increase (Decrease) in Cash and Cash Equivalents 680,202 (222,649) 0

Cash and Cash Equivalents, Beginning of Year 1,225,276 1,447,925 0

Cash and Cash Equivalents, End of Year 1,905,478 1,225,276 1,905,478

Supplemental Disclosure of Cash Flow Information
Cash paid for:
Interest 0 0 0
Income taxes 0 0 0

Noncash Investing and Financing Activities:
Issuance of Common Stock for Services 0 0 257,000
Common Stock Issued to Satisfy Current Liabilities 0 0 20,000
Acquisition of 100% of Subsidiary in Exchange For
Cash
Details of Acquisition:
Fair Value of Assets 15,688 15,688
Liabilities Assumed 1,026 1,026
Book Value of Company 14,662 14,662
Cash Paid For Acquisition 29,000 29,000
Goodwill Acquired 14,338 14,338
Cash Acquired 3,388 3,388
Total Acquisition 17,726 17,726

</TABLE>

14
The accompanying notes are an intergral part of these financial statements

<PAGE>

WHATSONLINE.COM, INC.
(A Development Stage Company)
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 1999 AND 1998

NOTE 1 - ORGANIZATION
- ---------------------

WhatsOnline.Com, Inc. (formerly American Alliance Corporation) (the
Company) was incorporated under the laws of the State of Utah, on July 14,
1983 under the name Far West Gold, Inc., with an authorized capital of
50,000,000 shares of common stock with a par value of one mil ($.001) per
share. The Company changed its name to Far West Resources, Inc. on May 14,
1996. On April 15, 1996, the Board of Directors authorized a reverse split
of 500:1, that was approved by the stockholders on May 9, 1996. On May 9,
1996, the stockholders authorized an increase in the number of shares that
the Company has authority to issue to 105,000,000, of which 100,000,000
shares are $.001 par value common stock and 5,000,000 shares are $.10 par
value preferred stock. On September 22, 1997, the Company changed its name
and state of incorporation from Far West Resources, Inc., a Utah
Corporation, to American Alliance Corporation, a Nevada Corporation, with
the Nevada Corporation being the surviving corporation, and authorized a
decrease in the par value of capital stock. Preferred stock par value was
adjusted from $.10 to $.0001 and common stock par value was adjusted from
$.001 to $.00001. On May 4, 1999, the Board of Directors approved a forward
split, effective May 14, 1999, of the Company's common stock on a
two-for-one basis, with the par value remaining the same. All per share and
per share information have been adjusted retroactively to reflect the
decrease in par value of common stock and the stock splits.

On July 14, 1983, the Company, in connection with a 504D offering, issued
20,368 shares of common stock for cash at $.003 per share, or $15,000.

During October, 1984, the Company issued 52,036 shares of common stock at
$.01 per share or $130,090, less expenses of the offering of $27,547, for
net cash of $102,543.

For the year ended December 31, 1990, the Company received a capital
contribution of $4,364 to pay expenses of the Company.

For the year ended December 31, 1991, the Company received a capital
contribution of $100 to pay expenses of the Company.

For the year ended December 31, 1995, the Company issued 80,000 shares of
common stock at $0.001 per share to satisfy current liabilities in the
amount of $20,000.

On April 16, 1996, the Company issued 8,000,000 shares of common stock at
$0.0005 per share for services, or $200,000.

On May 9, 1996, the Company issued 8,000,000 shares of common stock at
$0.05 per share for cash in the amount of $200,000.

NOTE 1 - ORGANIZATION (CONTINUED)
- ---------------------------------

On June 30, 1997, the Company issued 4,000,000 shares of common stock for
cash of $45,000 and $255,000 for services at $0.15 per share, or $300,000.

On October 24, 1997, the Company issued 2,000,000 shares of common stock in
a 504 D offering memorandum at $0.25 per share, or $500,000.

<PAGE>

On December 19, 1997, the Company issued 900,000 shares of common stock in
a 505 D offering memorandum at $1.00 per share, or $900,000. See Note 6.

On January 9, 1998, the Company organized American Alliance, Inc., its
wholly owned subsidiary, under the laws of the State of Nevada with an
authorized capital of 1,000 common shares, with a par value of $.001 per
share, and with one share issued to WhatsOnLine.Com, Inc.

On September 15, 1998, the Company acquired 100% of the outstanding common
stock of Rowland, Carmichael and Associates, Inc., an Arizona-based broker
dealer, for $29,000, for the development of an online brokerage service.
The book value of the assets acquired was $14,662 less cash acquired of
$3,388, for a net acquisition of $11,274. Excess of market value over book
value of assets acquired, or goodwill, was $14,338. Subsequent to the
acquisition, the Company decided not to enter into the business of Internet
brokerage services due to the capital infusion required for advertising and
marketing in order to attract and retain customers due to increased
competition in this industry. Due to the Company's change in business
direction, goodwill was determined to be permanently impaired and was
written off, and is included in operations, in accordance with Statement of
Financial Accounting Standards ("SFAS") No. 121, "Accounting for the
Impairment of Long-Lived Assets and for Long-Lived Assets to be Disposed
Of."

On February 9, 1999, the Company issued 12,000 shares of common stock for
the exercise of stock options at $.50 per share, or $6,000.

On March 9, 1999, the Company issued 6,000 shares of common stock for the
exercise of stock options at $.50 per share, or $3,000.

On April 16, 1999, the Company issued 62,000 shares of common stock for the
exercise of stock options at $.50 per share, or $31,000.

On December 23, 1999, the Company issued 1,500,000 shares of common stock
in completion of a private offering memorandum at $1.00 per share, or
$1,500,000.

NOTE 1 - ORGANIZATION (CONTINUED)
- ---------------------------------

The Company is a development stage company, as defined in Financial
Accounting Standards Board No. 7. The Company is devoting substantially all
of its present efforts in securing and establishing a new business, and
although its planned principal operations have commenced there have been no
significant revenues derived therefrom.

NOTE 2 - SIGNIFICANT ACCOUNTING POLICIES
- ----------------------------------------

A. Cash and Cash Equivalents
----------------------------

The Company considers all highly liquid instruments with a maturity of
three months or less when acquired to be cash and cash equivalents.

B. Basis of Financial Statement Presentation
--------------------------------------------

The Company's financial statements are prepared using the accrual
method of accounting.

C. Concentration of Credit Risk
-------------------------------

The Company maintains U.S. dollar cash balances in Canadian banks that
are not insured.

<PAGE>

D. Principles of Consolidation
------------------------------

The consolidated financial statements include the accounts of the
Company and its wholly owned subsidiaries, American Alliance, Inc. and
Rowland, Carmichael, & Associates, Inc. All material intercompany
transactions have been eliminated in consolidation.

E. Property and Equipment
-------------------------

Property and Equipment is stated at cost. Depreciation is computed
using the straight line method over the estimated useful life of the
assets, which is five years, for financial statement purposes, and on
accelerated methods for tax purposes. Repairs and maintenance are
charged to operations as incurred.

F. Revenue Recognition
----------------------

Revenues are recognized at time of performance of services.

G. Advertising
--------------

Advertising costs are expenses as incurred.

NOTE 2 - SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
- ----------------------------------------------------

H. Per Share of Common Stock
----------------------------

Basic earnings or loss per share is calculated based on net earnings
(loss) available to common stockholders and the weighted average
number of shares outstanding during the reported period. Diluted
earnings (loss) per share includes additional dilution from potential
common stock, such as stock issuable upon the exercise of stock
options or the conversion of debt. All earnings or loss per share
amounts in the financial statements are basic earnings or loss per
share, as defined by ("SFAS") No. 128, "Earnings Per Share." Diluted
earnings or loss per share does not differ materially from basic
earnings or loss per share for all periods presented. All per share
and per share information have been adjusted retroactively to reflect
stock splits and changes in par value.

I. Income Taxes
---------------

The Company accounts for income taxes under the provisions of SFAS No.
109, "Accounting for Income Taxes," by which deferred tax liabilities
and assets are determined based on the difference between the
financial statement and tax bases of assets and liabilities, using
enacted tax rates in effect for the year in which the differences are
expected to reverse. See Note 5.

J. Foreign Currency Translation
-------------------------------

The Company used the U.S. Dollar as its functional currency. Foreign
currency assets and liabilities are remeasured into U.S. Dollars at
end-of-period exchange rates except for fixed assets, which are
remeasured at historical exchange rates. Revenues and expenses are
remeasured at average exchange rates in effect during each period,
except for those expenses related to balance sheet amounts that are
remeasured at historical exchange rates. Gains or losses from foreign
currency remeasurement are included in net earnings.

<PAGE>

K. Intangible Assets
--------------------

Intangible assets represent the Company name and are recorded at cost
in accordance with Accounting Principles Board (APB) Opinion No. 17,
"Intangible Assets." The Company amortizes the intangible assets using
the straight-line method over the term of the specific agreements.
Continually, the Company evaluates whether the estimated useful life
used to amortize an intangible asset is appropriate due to changing
facts and circumstances resulting in increases or decreases in the
asset's estimated useful life, and records the change prospectively.
See Note 4.

NOTE 2 - SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
- ----------------------------------------------------

L. Organizational Costs
-----------------------

Organizational Costs are amortized over a period of sixty months
commencing on the date the Company begins normal operations.

M. Use of Estimates
-------------------

The preparation of financial statements in accordance with generally
accepted accounting principles requires management to make estimates
and assumptions that affect the amounts reported in the financial
statements and accompanying notes. Actual results could differ.

N. Comprehensive Income
-----------------------

The Company implemented SFAS No. 130, "Reporting Other Comprehensive
Income," effective January 1, 1998, which requires the disclosure of
comprehensive income to reflect changes in equity that result from
nonowner sources. Accumulated other comprehensive income for the
period ended December 31, 1999, represents foreign currency
translation items associated with the Company's Canadian operations.
The implementation had no effect for the period ended December 31,
1998.

O. Business Segment Information
-------------------------------

The Company implemented SFAS No. 131, "Disclosures about Segments of
an Enterprise and Related Information," on January 1, 1998. The
Company operates in one industry. The Company is an aggregator and
presentation portal for targeted Internet streaming media content. The
Company offers a large, comprehensive selection of Internet
programming, including sports, news, business and finance, health and
medicine, technology, politics, and religion. Among other content, the
Company will broadcast live pay-per-view seminars and entertainment,
trade shows, conferences, and training events on worldwide basis.

P. Capital Structure
--------------------

The Company has implemented SFAS No. 129, "Disclosure of Information
about Capital Structure," effective January 1, 1998, which established
standards for disclosing information about an entity's capital
structure. The implementation of SFAS No. 129 had no effect on the
Company's financial statements on a worldwide basis. There were no
material amounts of sales or transfers among geographic areas or major
customers within the United States.

<PAGE>

NOTE 2 - SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
- ----------------------------------------------------

Q. Pending Accounting Pronouncements
------------------------------------

It is anticipated that current pending accounting pronouncements will
not have an adverse impact on the financial statements of the Company.

NOTE 3 - PROPERTY AND EQUIPMENT
- -------------------------------

Property and equipment consists of the following at December 31:

<TABLE>
<CAPTION>
1999 1998
---- ----
<S> <C> <C>
Computer Equipment $202,652 $9,921
Furniture and Fixtures 10,445 0
Total 213,097 9,921
Less Accumulated Depreciation 17,362 1,984
Net Book Value $195,735 $7,937

</TABLE>

Depreciation expense charged to operations during 1999 and 1998 was
$15,378 and $1,984, respectively.

NOTE 4 - INTANGIBLE ASSET
- -------------------------

On March 8, 1999, the Company's subsidiary, American Alliance, Inc.,
entered into an agreement to acquire the domain name "WhatsOnLine.Com"
for consideration of $50,000. The agreement was completed on March 29,
1999, with all rights, title and interest in, and to, the domain name,
conveying effective immediately. The Company changed its name to
WhatsOnLine.Com, Inc., on May 20, 1999. Amortization of $ 1,250 is
included in operations for the year ended December 31, 1999.

NOTE 5 - INCOME TAXES
- ---------------------

There is no current or deferred tax expense for the years ended
December 31, 1999 and 1998, due to the Company's loss position. The
benefits of timing differences have not been previously recorded.

The deferred tax consequences of temporary differences in reporting
items for financial statement and income tax purposes are recognized,
as appropriate. Realization of the future tax benefits related to the
deferred tax assets is dependent on many factors, including the
Company's ability to generate taxable income within the net operating
loss carryforward period. Management has considered these factors in
reaching its conclusion as to the valuation allowance for financial
reporting purposes. The income tax effect of

NOTE 4 - INCOME TAXES (CONTINUED)
- ---------------------------------

temporary differences comprising the deferred tax assets and deferred
tax liabilities is a result of the following:

<TABLE>
<CAPTION>
Deferred Taxes 1999 1998
- -------------- ---- ----
<S> <C> <C>
NOL Carryforwards $ 538,166 $ 355,102
Valuation Allowance (538,166) (355,102)
Net Deferred Tax Assets $ 0 $ 0

</TABLE>

<PAGE>

A reconciliation between the statutory federal income tax rate and the
effective rate of income tax expense for each of the years during the
period ended December 31 follows:

<TABLE>
<CAPTION>
1999 1998
---- ----
<S> <C> <C>
Statutory Federal Income Tax Rate (35.0%) (35.0%)
Increase in Valuation Allowance 35.0% 35.0%
Effective Income Tax Rate 0.0% 0.0%

</TABLE>

The Company has available net operating loss carryforwards of
$1,537,619 and $827,959 at December 31, 1999 and 1998, for tax
purposes to offset future taxable income. The net operating loss
carryforwards expire principally beginning in the year 2013.

NOTE 5 - STOCK OPTIONS
----------------------

The Company has two stock option plans that provide for the granting
of stock options to officers and key employees. The objectives of
these plans include attracting and retaining the best personnel,
providing for additional performance incentives, and promoting the
success of the Company by providing employees the opportunity to
acquire common stock. Options outstanding under the Company's two
stock option plans have been granted at prices which are either equal
to or above the market value of the stock on the date of grant, of
which 1,620,000 expire November 5, 2007 and 800,000 expire on December
16, 2007 (under the 1997 Stock Option Plan), and 2,400,000 which
expire on December 1, 2008 (under the 1998 Stock Option Plan).

The status of the Company's stock option plans are summarized below as
of December 31: Number of Option Shares Price Granted Under the 1997
Stock Option Plan 2,500,000 $1.00 Granted Under the 1998 Stock Option
Plan 2,400,000 1.00 Options Outstanding at December 31, 1998 4,900,000
1.00 Exercised Under the 1997 Stock Option Plan (80,000) 1.00 Options
Outstanding at December 31, 1999 4,820,000 $1.00

NOTE 5 - STOCK OPTIONS (CONTINUED)
- ----------------------------------

In accordance with the two stock option plan agreements, adjustments
have been made to the common stock granted for the forward split,
effective May 14, 1999, on a two-for-one basis. The option price
payable per share was not changed.

The Company accounts for stock-based compensation using the intrinsic
value method prescribed by Accounting Principles Board Opinion No. 25,
"Accounting for Stock Issued to Employees," under which no
compensation cost for stock options is recognized for stock options
awards granted at or above fair market value. Had compensation expense
for the Company's stock-based compensation plans been determined under
SFAS No. 123, based on the fair market value at the grant dates, the
Company's pro forma net loss and pro forma net loss per share would
have been reflected as follows:

<TABLE>
<CAPTION>
1999 1998
---- ----
<S> <C> <C>
Net Loss
As reported $ (709,659) $ (231,877)
Pro forma $ (2,963,401) $ (908,002)
Net Loss Per Share
As reported $ (0.03) $ (0.01)
Pro forma $ (0.13) $ (0.04)

</TABLE>

<PAGE>

The fair value of each option grant is estimated on the date of grant
using the Black-Scholes option pricing model with the following
weighted-average assumption used for those options granted in 1998 and
1997, respectively: dividend yield of 0% and 0%, expected volatility
of 76% and 173%, risk-free interest rates of 5% and 5%, and expected
lives of 10 years and 10 years.

NOTE 6 - STOCK WARRANTS
- -----------------------

In connection with the 505 offering dated December 9, 1997, for
900,000 shares at $2.00 per share, the Company also issued 900,000
warrants to purchase common shares at $2.00 per share until December
9, 2001.

In connection with the 505 offering dated November 23, 1999, for
1,500,000 shares at $1.00 per share, the Company also issued 3,000,000
warrants to purchase common shares at $1.00 per share until November
23, 2004.

As of the date of these financial statements, all of the warrants are
outstanding.

NOTE 7 - COMMITMENTS
- --------------------

The Company leases approximately 2,200 square feet of office space in
Canada under a noncancelable operating lease for a period of two
years, expiring on February 2, 2001, at a rate of approximately $2,000
per month. The Company has the option to extend the term of the lease
for a period of five years, providing it exercises such option 120
days prior to the end of the term. Lease expense charged to operations
during 1999 was approximately $25,000.

<PAGE>

ITEM 8: CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
FINANCIAL DISCLOSURE

Clancy and Co., P.L.L.C. are the Company's independent public accountants
since inception. There have no disagreements with Clancy and Co., P.L.L.C.

ITEM 9: DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT

The information required by this Item with respect to directors and Section
16 compliance is included in the Company's definitive proxy statement for its
2000 Annual Meeting of Shareholders ("Proxy Statement") and is hereby
incorporated by reference.

ITEM 10: EXECUTIVE COMPENSATION

The information required by this Item is included in the Company's Proxy
Statement and is hereby incorporated by reference.

ITEM 11: SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

The information required by this Item is included in the Company's Proxy
Statement and is hereby incorporated by reference.

ITEM 12: CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

The information required by this Item is included in the Company's Proxy
Statement and is hereby incorporated by reference.

<PAGE>

PART IV

ITEM 13: EXHIBITS AND REPORTS ON FORM 8-K

The exhibits listed in the accompanying index to exhibits are filed as part
of this Annual Report on Form 10KSB.

No reports on Form 8-K were filed during the Company's fourth fiscal
quarter.

SIGNATURES

Pursuant to the requirements of Sections 13 or 15 (d) of the Securities and
Exchange Act of 1934, the Registrant has duly caused this Report to be signed on
its behalf by the undersigned, thereunto duly authorized on this 12th day of
April, 2000.

WHATSONLINE.COM, INC.

/s/ Kesar Dhaliwal
------------------
By: Kesar S. Dhaliwal
CEO and President

Pursuant to the requirements of the Securities Exchange Act of 1934, this
report has been signed below by the following persons on behalf of the
registrant and in capacities and on the dates indicated.

<TABLE>
<CAPTION>
Signature Title Date
- --------- ----- ----
<S> <C> <C>
/s/ Harmel S. Rayat Director and Chairman April 12, 2000
- ------------------- --------------------- --------------
Harmel S. Rayat

/s/ Gursh S. Kundan Director, Secretary/Treasurer April 12, 2000
- ------------------- -------------------- --------------
Gursh S. Kundan

</TABLE>