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.
1
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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>
2
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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.
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.
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
3
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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.
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.
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,
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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.
(c) Dividend Policy
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.
5
<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.
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.
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
6
<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
7
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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.
8
<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
9
<PAGE>
WHATSONLINE.COM, INC.
(A Development Stage Company)
CONSOLIDATED BALANCE SHEET
DECEMBER 31, 1999 AND 1998
<TABLE>
<CAPTION>
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
<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>
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>
<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.
15
<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.
16
<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.
17
<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.
18
<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>
19
<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>
20
<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.
21
<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.
22
<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>
23
