ROMPUS INTERACTIVE PRODUCTIONS INC, 10SB12G/A, 1999-10-04

ROMPUS INTERACTIVE PRODUCTIONS INC
10SB12G/A, 1999-10-04
BUSINESS SERVICES, NEC

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

AMENDMENT 1 TO
FORM 10-SB

GENERAL FORM FOR REGISTRATION OF SECURITIES
PURSUANT TO SECTION 12(b) OR 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934

ROMPUS INTERACTIVE CORP.
----------------------------------------------
(Name of Small Business Issuer in its charter)

Florida 65-075004

(State or Other Jurisdiction (IRS Employer Identification No.)
of Incorporation or Organization)

2550 Argentia Road, Suite 121, Mississauga, Ontario L5N 5R1 Canada
-------------------------------------------------------------------
(Address of principal executive offices) (Zip Code)

( 905) 819-8100
(Issuer's Telephone Number, Including Area Code)

Securities to be registered under Section 12(b) of the Act:

Title of each class Name of each exchange on which
to be so registered each class is to be registered
------------------- ------------------------------

None None

Securities to be registered pursuant to section 12(g) of the Act:

Common Stock, $.0001 par value
------------------------------
(Title of Class)

<PAGE>

PART I

ITEM 1. DESCRIPTION OF BUSINESS

A. BUSINESS DEVELOPMENT

1. FORM AND YEAR OF ORGANIZATION

Romps Interactive Corporation (the "Company" or "Rompus") was first
incorporated as Mercur Enterprises, Inc. in August, 1991 in the state of
Florida. Reinstated in August, 1995, the Company changed its name to AutoMetreks
on January 3, 1997 and traded on the OTC/BB under the symbol ATMT until April 5,
1999. The Company changed its name to OnLine Hearing Dot Com, Co. on April 6,
1999. The Company's wholly owned subsidiary, Rompus CD-Rom Production, Ltd., is
incorporated under the laws of the province of British Columbia ("Rompus-BC").
Effective July 30, 1999, the Company entered into a share exchange with
Rompus-BC wherein the Company acquired all of the common stock of Rompus-BC in
exchange for common and preferred stock of the Company. On July 30, 1999, the
Company changed its name to Rompus Interactive Corporation. The Company
commenced trading on the OTC/BB as IDCD and currently trades on the over the
counter market as IDCD.

2. ANY BANKRUPTCY, RECEIVERSHIP OR SIMILAR PROCEEDING.

Not Applicable.

3. ANY MATERIAL RECLASSIFICATION, MERGER, CONSOLIDATION,
OR PURCHASE OR SALE OF A SIGNIFICANT AMOUNT OF ASSETS NOT IN THE ORDINARY COURSE
OF BUSINESS.

The Company entered into a share exchange agreement effective July 30,
1999 with Rompus-BC resulting in the Company being the parent and Rompus-BC
being the subsidiary operating company.

B. BUSINESS OF ISSUER.

The Company's business focuses on providing innovative multimedia
solutions to companies in E-commerce and Internet marketing. The Company has
developed an innovative product known as the i.d.rom-TM-. An i.d.rom-TM- is a
CD-Rom shaped like a business card, on which large amounts of audio and video
information can be stored. When placed in a standard computer, it replays its
multimedia content then connects to the issuer's web site. This product allows a
company, regardless of its size or its industry to market its image and products
anywhere using leading edge multimedia technology. The concept is simple yet
unique. Rompus is able to provide businesses worldwide with the technical,
design and manufacturing means to better meet the demand of their markets. It
does this by producing interactive multimedia presentations to fulfill its
clients' communications needs, and delivering them in the i.d.rom-TM- package.

1. PRINCIPAL PRODUCTS AND SERVICES AND THEIR MARKET.

a. THE MARKET

The technology market has been molded by the explosive growth of the
Internet and the overwhelming interest of the business community in E-commerce,
expected to generated $95 billion in revenue by the end of 1999 according to the
figures from Activmedia and sales of $3.2 trillion by 2003 according to
Forrester Research. Online retail is an industry that the Boston Consulting
Group cites as growing at a rate of 200% per annum. In addition, Giga
Information Group found that companies are already saving billions of dollars by
turning to the Internet to deal with suppliers, customers and internal
communication.

<PAGE>

Many organizations have created expensive web sites, invested in
elaborate E-commerce sites and purchased advertising, and still, have failed to
drive target customers to their site, build brand identity or generate revenue.
This disparity has created a need for innovative new economy marketing
initiatives. In fact, the Web is now the third most popular advertising and
promotion medium for the local business market, after the Yellow Pages and
newspapers, according to the Kelsey Group and ConStat Inc. Successful businesses
are embracing innovative technology solutions in order to assume leadership in
Internet and E-commerce initiatives.

b. PRINCIPAL PRODUCTS AND SERVICES

The Company's current products focus almost entirely on the
i.d.rom-TM-. The i.d.rom-TM- is a quality, cost-effective marketing tool. An
i.d.rom-TM- is a CD-Rom shaped like a business card, on which large amounts of
audio and video information can be stored. When placed in a standard computer,
it replays its multimedia content then connects to the issuer's web site.
Marketing via an i.d.rom-TM- allows companies to increase their return on
investment by displacing other marketing materials. Radio or television
commercials and promotional videos can be reproduced and digitally edited.
Artwork can be scanned and databases added effortlessly. Additionally, the
i.d.rom-TM- can be programmed to link the user directly to any web site. Rompus
has pioneered a revolutionary disc-to-net interfacing process, known as
Connected CD-ROM. Webmasters can record site hits and orders generated by any
i.d.rom-TM-. This, along with e-mail, is a powerful means to track the usage and
effectiveness of a company's i.d.rom-TM- marketing program. The i.d.rom-TM-
combines multimedia design and production by either the Company or the Customer
with specialized functions.

i. MULTIMEDIA DESIGN AND PRODUCTION

Rompus' focus has been to create useful interfaces between information
and information users. When placed in a standard computer, the i.d.rom-TM-
replays its multimedia content then connects to the issuer's web site. The
i.d.rom-TM- uses aspects of current existing media resources, such as television
or radio commercials, corporate videos, brochure or catalog artwork or text,
technical drawings or web site content, while reducing much of the media cost
and production time. While the specific needs of each customer are different,
Rompus can provide all of the services necessary to make a compelling and
effective multimedia presentation and accompanying web site for each customer's
i.d.rom-TM- .

ii. ON-LINE DESIGNER

Rompus has created an unprecedented tool called the i.d.rom-TM-
Designer. Using the Designer, the customer will be able to create their own
multimedia presentation and label to be put on their i.d.rom-TM- . The Design
program will be available for download free of charge from the i.d.rom-TM- web
site, and will run on the customer's computer. Network and sever capacity is not
required. When the customer is satisfied with their layout, they can upload the
information to the i.d.rom-TM- server along with partial payment. The
information will be compiled, and e-mailed back to the customer as an executable
file, along with a draft of the label, for final confirmation. On confirmation
of the order, the balance of payment will be remitted.

iii. SPECIALIZED FUNCTIONS

While the Company continues to develop new and innovative functions and
products, some specialized functions developed and proven by Rompus and
available for use on i.d.rom-TM- are listed below:

1) DOCUMENT ENCRYPTION/PASSWORD DE-ENCRYPTION. Any document
can be encrypted and delivered on an i.d.rom-TM-.. The user of the i.d.rom-TM-
cannot open the documents until they have acquired a password, by telephone,
over the Internet or otherwise, from the issuer of the i.d.rom-TM- . This
creates opportunities for the issuer to provide sensitive information, such as
detailed product specifications without

<PAGE>

the danger of widespread access. An issuer can also control the release of
content by delivering the content but not supplying the password until the user
provides the purchase price.

2) ONE CARD/MANY NAMES. A solution developed for customers
such as real estate or financial services brokers allows profiles of many people
to be stored on one i.d.rom-TM- while only the profile of the person whose name
is printed on the label to be accessible by the user. The user could still
access generic information about the company no matter which individual person's
information is accessed. Typing in the first few letters of the name of the
person on the label could provide the user with not only information on the
named individual but a link to the named person's e-mail address or individual
web site.

3) CD KEY. This feature allows an i.d.rom-TM- to be registered
as an exclusive key to a restricted web site. The i.d.rom-TM- creates a link to
the secured site, and generates and passes an encrypted password. Unless the
i.d.rom-TM- is in the computer, the user will not be able to access the site.
The issuer can then ensure that only authorized individuals are privy to
information contained on the site. For example, sensitive information such as
pricing or product specifications, or premium content such as new music releases
will be protected. This feature can be applied to existing CD-ROMS and CDS.

4) WEB LINK TRACKING. Every line to the Internet from every
i.d.rom-TM- can be individually monitored to collect data on usage patterns.
This process is transparent to the user, but allows Rompus and its customers to
evaluate the effectiveness of each i.d.rom-TM-. Data can be made available in
real time to customers, through a password protected web site, or delivered
periodically as the customer requires.

5) i.d.rom-TM- REFERRAL LINK. Every i.d.rom-TM- has an
animated i.d.rom-TM- logo on its main menu. Mousing over this logo shows the
notice to learn more about i.d.rom-TM- and connects the user to i.d.rom.com, the
Company's website.

6) VIDEO PLAYER. To eliminate the typical slow process of
installing video playback software on the user's system, Rompus has incorporated
the technical capability to embed the most popular video formats such as MPEG in
the multimedia program. The result is a presentation that plays automatically
and requires not set up or installation.

7) GIS DATA VIEWER. This is a highly specialized function that
provides the non-expert with a map with pre-processed data presented to the user
in a simple, intuitive interface.

8) WINDOWS/MACINTOSH COMPATIBILITY. Although the popularity of
Macintosh appears to be waning, it still retains a very loyal customer base. Mac
users tend to be early adopters, while being quite computer and design savvy. To
avoid alienating this user group, Rompus develops i.d.roms to run on both
Windows 95/98/NT and Macintosh platforms.

9) STOCK CONTENT. For less sophisticated customers why may not
have a web site or presentable digital content, stock content will be made
available. For example, content may be purchased or licensed form other sources
and could include a screen saver, mortgage calculator, historic weather data,
animals etc. Customers will be able to select the stock content they want on the
i.d.rom, they then only need to provide the label art.

10) MULTIMEDIA FUNCTIONS. In addition to the specialized
functions listed above, an i.d.rom can deliver the latest in multimedia
features. Currently the state of the art multimedia includes: text, full color
still images, audio, video 2-D animation, 3-D renderings, 360-degree panoramic
"virtual reality" environments, vector graphics which are infinitely saleable
and the ability to launch other applications.

2. DISTRIBUTION

The Company's products are distributed directly to customers, through
affiliations with advertising agencies, printers, print brokers, media
designers, novelty distributors and licensees.

<PAGE>

Rompus intends to market its product through the following channels:

a. Directly to the Customer- Regional sales representatives
will be situated across the United States and Canada and, as
prospective customers are identified, a qualified i.d.rom
representative will make personal contact.

b. Media Exposure- Mansfield Communications, Inc. has been
retained as Rompus' agency of record for all pubic relations
initiatives. Mansfield has designed a comprehensive media
campaign targeted to "No charge direct distribution services"
(such as free software and e-mail web sites).

c. Advertising- Advertising will be focused primarily in
the print medium. Rompus plans to advertise in national
newspapers and fist round publications which are directed to
the marketing industry.

d. Trade shows- The Company will exhibit the i.d.rom at
selected venues such as Film Expo, Graphic Expo and Seybold.

e. Off-line- i.d.roms will be mailed directly to
prospective customers and resellers.

f. On-line- On-line marketing will focus on the ease of
finding and accessing the i.d.rom site through search engines
and advertising banners, e-mail solicitations and product
previews.

3. STATUS OF ANY PUBLICLY ANNOUNCED NEW PRODUCT OR SERVICE.

i.d.rom is currently available for purchase by customers.

4. COMPETITION

There are several boutique products currently offering similar cards in
the United States and Canada. None of these competitors have created a
significant presence in the market. These competitors focus primarily on the
"Digicard" or the "RomCard". The "Digicard" is similar to the i.d.rom except
that it is rectangular in shape, larger than the i.d.rom and has four bumps or
"feet" on the corners to help it operate in the CD disc drive. The Digicard has
been licensed to a number of small boutiques around the world but has been
relatively ineffective in marketing because of technological deficiencies. These
deficiencies include a tendency to break, to not properly perform when installed
in the disc drive and its marketed standard capacity of 16MB of Ram compared to
the 30 MB of Ram the i.d.rom can accommodate. The "RomCard" has recently
appeared in Europe but is not competitive with the i.d.rom because of its
pricing and technology.

The Company has learned that Amway is developing a on-line shopping
service in conjunction with Microsoft to be launched in September 1999 which
will utilize a digital business card as part of the marketing campaign. The
Company believes that Amway intends to use the cards internally. Amway's order
is currently being completed by Cinram, Rompus' i.d.rom manufacturer. The Amway
card will refer only to Cinram, and it is intended that Cinram will direct any
inquires for card production to Rompus.

While there is no evidence of this to date, competitors may be able to
devote greater resources to marketing and promotional campaigns, and devote
substantially more resources to card development than the Company. Increased
competition may result in reduced operating margins and loss of market share.
There can be no assurance that the Company will be able to compete successfully
against current and future competitors, and competitive pressures faced by the
Company may have a material adverse effect on the Company's business, prospects,
financial condition and results of operations. Further as a strategic response

<PAGE>

to changes in the competitive environment, the Company may, from time to time,
make certain service or marketing decisions or acquisitions that could have a
material adverse effect on its business, prospects, financial condition and
results of operations. New technologies and the expansion of existing
technologies may increase the competitive pressures on the Company.

5. THE SOURCES AND AVAILABILITY OF RAW MATERIALS.

The Company has worked with Cinram International Inc., a Toronto-based
company that manufactures prerecorded multimedia products. Cinram operates
facilities in Canada, the United States, Europe and Latin America. With market
capitalization of $800 million and fiscal year 1998 operating performance of $42
million in earnings, on sales of $642 million, Cinram is a dominant global
player in pre-recorded multimedia products and services. Cinram and Rompus have
entered into an oral agreement wherein Cinram is the sole global source of
Rompus' i.d.roms. Rompus is obliged to order a minimum of 14 million i.d.roms in
2000, 25.4 million in 2001, and 35.6 million in 2002. CINRAM guarantees to
manufacture the initial two molds of the i.d.rom and to provide the peripheral
equipment at their expense.

Rompus currently contracts the pressing of the standard 12cm CD-ROMS to
Cinram then has the product cut into the i.d.rom shape by a separate contractor.
This two-step process has been identified as a potential production bottleneck,
and the cutting step contributes significantly to the cost of the final product.
The manufacturing process includes application of a silk-screened label, in up
to four colors, on the disc surface prior to cutting. Cinram has recently
eliminated the cutting step through the development of a new stamping method.
This is expected to reduce production costs by 61% per unit. Recent negotiations
have resulted in a 3-year agreement whereby Cinram will mold CD-ROMs in the
unique i.d.rom shape. Under this agreement, Cinram will produce this product for
Rompus only, and Rompus will use Cinram exclusively for manufacturing. Cinram
will also promote the i.d.rom product world wide through its network of sales
representatives.

6. DEPENDENCE ON A SINGLE OR FEW CUSTOMERS.

Not Applicable.

7. THE IMPORTANCE OF PATENTS, TRADEMARKS, LICENSES,
FRANCHISES AND CONCESSIONS HELD.

To protect its rights to its intellectual property, the Company relies
on a combination of trademark and copyright law, patent, trade secret
protection, confidentiality agreements, and other contractual arrangements with
its employees, affiliates, clients, strategic partners, and others. The
protective steps it has taken may be inadequate to deter misappropriation of the
Company's proprietary information. The Company may be unable to detect the
unauthorized use of, or take appropriate steps to enforce its intellectual
property rights. Rompus has registered certain of its trademarks in the United
States and Canada and has pending U.S. applications for patents. Effective
trademark, copyright, patent, and trade secret protection may not be available
in every country in which it offers or intends to offer its products. In
addition, although the Company believes that its proprietary rights do not
infringe on the intellectual property rights of others, other parties may assert
infringement claims against the Company or claims that it has violated a patent
or infringed a copyright, trademark, or other proprietary right belonging to
them. These claims, even if not meritorious, could result in the expenditure of
significant financial and managerial resources on its part, which could
materially adversely affect the Company's business, results of operations, and
financial condition. The Company incorporates certain licensed third-party
technology in some of its services. In these license agreements, the licensors
have generally agreed to defend, indemnify, and hold the Company harmless with
respect to any claim by a third party that the licensed software infringes any
patent or other proprietary right. The Company cannot assure that these
provisions will be adequate to protect from infringement claims. The loss or
inability to obtain or maintain any of these technology licenses could result in
delays in introduction of new services.

<PAGE>

8. GOVERNMENT APPROVAL.

No government approval is required for any of the Company's current
products or services.

9. EFFECT OF ANY EXISTING OR PROPOSED GOVERNMENT
REGULATIONS

Other than normal government regulations that any business encounters,
the Company's business is not effected by any government regulations.

10 RESEARCH AND DEVELOPMENT COSTS.

Since the Company began operations it has spent $150,000 on the
research and development of its proprietary technology. The revenues the Company
achieve will be primarily from strategic alliances and direct customer revenues.
Fees generated, while paying directly for research and technology costs accrued
to date, will fund the operations of the Company, which includes funding
on-going technological development.

11. COST AND EFFECTS OF COMPLIANCE WITH ENVIRONMENTAL LAWS
AND REGULATIONS

The Company is not involved in a business which involves the use of
materials in a manufacturing stage where such materials are likely to result in
the violation of any existing environmental rules and/or regulations. Further,
the Company does not own any real property which would lead to liability as a
land owner. Therefore, the Company does not anticipate that there will be any
costs associated with the compliance of environmental laws and regulations.

12. EMPLOYEES

As of the date hereof, the Company employed 11 full-time employees. The
Company hires independent contractors on an "as needed" basis only. The Company
has no collective bargaining agreements with its employees. The Company believes
that its employee relationships are satisfactory. In the long term, the Company
will attempt to hire additional employees as needed based on its growth rate.

13. YEAR 2000

The Company has begun to address possible remedial efforts in
connection with computer software that could be affected by the Year 2000
("Y2K") problem. The Y2K problem is the result of computer programs being
written using two digits rather than four to define the applicable year. Any
programs that have time-sensitive software may recognize a date using "00" as
the year 1900 rather than the year 2000. This could result in a major system
failure or miscalculations. The Y2K problem can affect any modern technology
used by a business in the course of its day. Any machine that uses embedded
computer technology is susceptible to this problem, including for example,
telephone systems, postage meters and scales, and of course, computers. The
impact on a company is determined to a large extent by the company's dependence
on these technologies to perform their day to day operations.

Internally, the Company has begun reviewing all such equipment and has
determined that many of its systems are Y2K compliant. The Company anticipates
that all system and software will be fully reviewed and brought into compliance
by October 31, 1999. If certain systems are not brought up to Y2K compliance by
November 30, 1999, then the non-compliant technology will be disabled so as not
to have an impact on the systems that are compliant. Any such event, the amount
of technology that the Company uses which may have Y2K implications is minimal
and would not have a serious or material impact on the Company's day to day
operations, nor would any valuable information be lost.

<PAGE>

The costs of bringing the Company's technology up to Y2K compliance is
expected to be less than $5,000. This is because the majority of the "patches"
or programs designed to make software Y2K compliant can be obtained over the
Internet from manufacturers for little or no cost and the Company does not
expect to rely heavily on outside consultants to upgrade its systems as most of
the work can be performed in-house.

Externally the Y2K problem may impact other entities with which the
Company transacts business, and the Company cannot predict the impact that the
Y2K n such entities will have on the company. With regard to those companies
that the Company does business with on a daily basis, the Company cannot
guarantee that they will be vigilant about their Y2K plan of action.

ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS AND PLAN OF OPERATION

These financial projections contain figures relating to plans,
expectations, future results, performance, events or other matters that are
"forward-looking statements" within the meaning of Section 27A of the Securities
Act of 1933, as amended. When used in the Plan of Operations, words such as
"estimate", "project", "intend", "expect", "anticipate" and similar expressions
are intended to identify forward-looking statements. Such forward looking
statements involve numerous risks and uncertainties, pertaining to technology,
development of the Company's products, and markets for such products, timing and
level of customer orders, competitive products and pricing, changes in economic
conditions and markets for the Company's products and other risks and
uncertainties. Actual results, performance and events are likely to differ and
may differ materially and adversely. Investors are cautioned not to place undue
reliance on these forward-looking statements which speak only as to the date of
the Plan of Operations. The Company undertakes no obligation to release or
deliver to investors revisions to these forward-looking statements to reflect
events or circumstances after the date of the Plan of Operations, the occurrence
of unanticipated events or other matters. Operational references refer to the
Company's operating subsidiary, Rompus-BC.

(a) PLAN OF OPERATIONS

The Company began operations in February 1998 for the purpose of
developing its multimedia proprietary product the i.d.rom. The Company has a
limited operating history on which to evaluate its prospects. The risks,
expense, and difficulties encountered by startup companies must be considered
when evaluating the Company's prospects. The Company's plan of operations for
the next twelve months is to further develop its products while seeking
strategic alliances with media and Internet related companies in order to
demonstrate its technology to companies and consumers. The Company believes that
its existing funds in combination with funds raised in private offerings and the
revenues generated by its operations will be sufficient to fund its operations
for the next twelve months. However, there is no guarantee that the Company will
be able raise sufficient capital. Additionally, the Company's estimates of the
costs to advertise and market its product might be low. The operating expenses
of the Company cannot be predicted with certainty. They will depend on several
factors, including the amount of marketing expenses, the acceptance of the
Company's products in the market, and competition for such product. Management
may be able to control the timing of development expenses in part by speeding up
or slowing down marketing development and distribution activities

A significant portion of the money recently raised in private
placements of the Company's securities will be used to launch the product
through a variety of sales channels as well as to create a provocative
advertising and public relations campaign. In the first year, $1.8 million has
been allocated to penetrate the market quickly and to capitalize on this limited
window of opportunity.

<PAGE>

The Company's plan of operations for the next twelve months consist of
the following key figures:

<TABLE>
<S> <C>
- Revenues totaling $13,782,000
- Costs of Sales $ 6,375,000
- Sales Commissions $ 1,497,000
- Wages and Salaries $ 1,954,000
- Promotion and Advertising $ 825,000
- Research and Development Costs $ 340,000
- Office and General $ 300,000
</TABLE>

(b) MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS

The following is management's discussion and analysis of the Company's
financial condition and results of operations. Detailed information is contained
in the financials included with this document. This section contains
forward-looking statements that involve risks 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 following table sets forth, for the periods indicated, selected
financial information for the Company:

<PAGE>

ROMPUS INTERACTIVE CORPORATION
AND ROMPUS CD-ROM PRODUCTIONS, INC.
CONSOLIDATED PRO FORMA FINANCIAL INFORMATION

STATEMENT OF OPERATIONS

<TABLE>
<CAPTION>
Rompus BC Rompus Adjustments Pro Forma
For the For the six
nine months months ended
ended June 30, 1999
May 31, 1999
---------------------------------------------------------------
(Unaudited) (Unaudited) (Unaudited) (Unaudited)
<S> <C> <C> <C> <C>
Revenues $ 42,021 $ -- $ -- $ 42,021
Cost of Sales 38,462 -- -- 38,462
--------- ------ ------- ---------

Gross Profit 3,559 -- -- 57,419
--------- ------ ------- ---------

Selling, general and administrative:
Sales and marketing 15,448 -- -- 15,448
General and administrative 64,626 94,784 -- 159,410
Current Research & development 9,003 -- 9,003
Amortization of Goodwill 5,196 5,196
------- ---------
89,077 94,784 189,057
------- ------ -------

Net income (loss) for the period $ (85,518) $(94,784) $(189,057)
--------- ------ ---------
--------- ------ ---------
</TABLE>

<TABLE>
<CAPTION>
Rompus Rompus BC Adjustments Pro Forma
For the For the year
year ended ended
August 31, 1998 August 31, 1998
(Audited) (Unaudited) (Unaudited) (Unaudited)
---------------------------------------------------------------
<S> <C> <C> <C> <C>
Revenues $ 123,561 $291,159 $ -- $ 414,720
Cost of Sales 19,634 161,117 -- 180,751
--------- -------- ------- --------

Gross Profit 103,927 130,042 233,969
--------- -------- ------- --------

Selling, general and administrative:
Sales and marketing 33,714 -- 33,714
General and administrative 43,941 158,201 202,142
Current Research & development 21,333 -- 21,333
Amortization of Goodwill 6,928 6,928
----- --------
98,988 158,201 264,117
------- ------- -------

Net income (loss) for the period $ 4,939 $(28,159) $(30,148)
--------- -------- --------
--------- -------- --------
</TABLE>

<PAGE>

<TABLE>
<CAPTION>
BALANCE SHEET

Acquisition on
Rompus BC Rompus 7/30/99 Combined Elimination Combined
(Unaudited) (Unaudited) (Unaudited) (Unaudited) (Unaudited) (Unaudited)
<S> <C> <C> <C> <C> <C> <C>
ASSETS
Current Assets
Cash $ 354 $5,716 $ -- $ 6,070 $ -- $ 6,070
Accounts Receivable 896 -- -- 896 -- 896
Refundable Investment 27,780 -- -- 27,780 -- 27,780
Tax Credit
License Agreement -- 60,000 -- 60,000 -- 60,000

-------- ------- -------- -------- --------- --------
Total Current Assets: $29,030 65,716 -- 94,746 -- 94,746

Investment in Subsidiary/ -- -- 135,000 135,000 (65,716) 69,284
Goodwill
Less Accumulated -- -- -- -- (5,196) (5,196)
amortization/Goodwill
Property and equipment, at cost 12,429 -- -- 12,429 -- 12,429
Less accumulated depreciation (3,214) -- -- (3,214) -- (3,214)
-------- ------- -------- -------- -------- --------
TOTAL ASSETS $38,245 $65,716 $135,000 $238,961 $(70,912) $168,049
-------- ------- -------- -------- --------- --------
-------- ------- -------- -------- --------- --------
LIABILITIES AND
SHAREHOLDER'S EQUITY

Current Liabilities:
Accounts Payable $15,509 $ -- $ -- $15,509 $ -- $15,509
Due to related parties 258,160 -- -- 258,160 -- 258,160
Total Current Liabilities 273,669 -- -- 273,669 -- 273,669

Shareholders Equity
Preferred stock -- -- 900 900 -- 900
Common stock 100 3,402 450 3,952 (3,402) 550
Additional paid in Capital -- 668,017 133,650 801,667 (668,017) 133,650
Accumulated deficit (235,524) (605,703) -- (841,227) (600,507) (240,720)
TOTAL SHAREHOLDERS EQUITY (235,524) 65,716 -- ( 34,708) -- (105,620)
------- ------- -------- -------- -------- --------
TOTAL LIABILITIES AND
SHAREHOLDERS EQUITY $38,245 $ 65,716 $135,000 $238,961 $(70,912) $168,049
------- -------- -------- -------- -------- --------
------- -------- -------- -------- -------- --------
</TABLE>

FINANCIAL CONDITION, LIQUIDITY AND CAPITAL RESOURCES

Since inception, the Company has funded its capital requirements by
financing activities, substantially through the sale of its equity securities.
The Company anticipates that revenues generated by orders for the id.rom should
be sufficient to fund the Company's operations over the next 12 months. As the
operational entity, Rompus-BC has only recently had operational activities,
there is no comparative period available for analysis by management.

ITEM 3. DESCRIPTION OF PROPERTY

The main office of the Company is located at 2550 Argentia Road, Suite
121, Mississauga, Ontario, L5N 5R1 Canada. The Company leases 6,000 square feet
at this location at the rate of $7,500 per month. The lease expires in August
2001.

<PAGE>

ITEM 4. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

PRINCIPAL STOCKHOLDERS

The following table sets forth certain information regarding beneficial
ownership of the Company's Common Stock, as of September 27, 1999 by (i) each
stockholder known by the Company to be the beneficial owner of more than five
percent of the outstanding Common Stock, (ii) each director of the Company,
(iii) each executive officer of the Company, and (iv) all directors and
executive officers as a group. Unless otherwise indicated, the address for each
stockholder is 2550 Argentia Road, Suite 121, Mississauga, Ontario, L5N 5R1
Canada.

<TABLE>
<CAPTION>
PERCENTAGE
NAME NUMBER OF SHARES(1) BENEFICIALLY OWNED
- ---- ------------------- -------------------
<S> <C> <C>
Yoshiro Higuchi(2) 0 0
Jennie Popham(2) 0 0
Jeff Popham(2,3) 0 0
Cascadian Pacific Holdings Ltd.(2) 0 0
Tracy O'Hara(2) 0 0
Phil Butterfield(2) 0 0
Shawn Smith(2,3) 0 0
Capstral Limited(2) 0 0
Mansfield Communications(2,3) 0 0
Granitebridge(2) 0 0
Striker Capital Ltd. 600,000 7.9%
Rosehill Capital Holdings Ltd. 500,000 6.6%
Hugh Mansfield(4) 0 0
Martin Tiernay 0 0
All officers and directors 0 0
as a group (5 persons)(3) 0 0
</TABLE>

(1) Except as otherwise indicated, the Company believes that the beneficial
owners of Common Stock listed above, based on information furnished by such
owners, have sole investment and voting power with respect to such shares,
subject to community property laws where applicable. Beneficial ownership is
determined in accordance with the rules of the Securities and Exchange
Commission and generally includes voting or investment power with respect to
securities. Shares of Common Stock subject to options or warrants currently
exercisable, or exercisable within 60 days, are deemed outstanding for purposes
of computing the percentage of the person holding such options or warrants, but
are not deemed outstanding for purposes of computing the percentage of any other
person.

(2) The following shareholders have been issued exchangeable shares of
Rompus-BC. These exchangeable shares may be exchanged for common stock of the
Company on a one for one basis at the discretion of the shareholder. These
shareholders also hold an equal number of voting preferred stock of the Company.
Upon the issuance of the common stock in exchange for the exchangeable share,
the Company may cancel the preferred stock held by the shareholder. The
shareholders, and the amount of exchangeable shares/preferred shares held by
these shareholders are: Yoshiro Higuchi, 1,350,000 shares, representing a fully
diluted percentage ("fully diluted") of 8.13%; Jennie Popham and Jeff Popham,
and Cascadian Pacific Holdings Ltd., 3,027,500, fully diluted 18.84; Tracy
O'Hara, 540,000, fully diluted 3.25%; Phil Butterfield, individually and as
trustee for Harry Butterfield and Oonagh Butterfield, 1,822,500; fully diluted
10.98%; Shawn Smith, 450,000, fully diluted 2.71%; Capstral Limited, 500,000,
fully diluted 3.02%; Mansfield Communications, 800,000, fully diluted 4.81%;
Granitebridge, 425,000, fully diluted 2.56%; John Drewry, 75,000, fully
diluted .45%.

(3) Hugh Mansfield, Jeff Popham, Martin Tiernay and Shawn Smith are
directors of the Company. Of these individuals, Mr. Mansfield holds 800,000
exchangeable shares as the beneficial owner of Mansfield Communications as
referred to in note 2; Mr. Popham owns 1,102,500 and beneficially owns with
Jennie Popham a total of 2,115,000 exchangeable shares; and, Mr. Smith owns
450,000 exchangeable shares. Officers of the Company consist of Mr. Smith as
Chief Executive Officer, John Drewry as Chief Financial Officer and
Secretary. Officers and directors collectively own a total of 3,415,000
exchangeable shares and an equal number of voting preferred stock consisting
of 20.57% of the stock on a fully diluted basis.

(4) Mr. Mansfield does not hold stock individually but has beneficial
ownership of 800,000 through his ownership of Mansfield Communications.

<PAGE>

ITEM 5. DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS.

The directors and executive officers of the Company are as follows:

<TABLE>
<CAPTION>
NAME AGE OFFICE
- ---------------------------------------------------------------------------------------------
<S> <C> <C>
Hugh Mansfield 37 Chairman of the Board
Shawn Smith 34 Chief Executive Officer, Director
John Drewry 61 Chief Financial Officer
Jeff Popham 33 Director
Martin Tiernay 38 Director
Rocco Rossi 38 Director
Andrew DeFrancesco 29 Director
</TABLE>

MR. HUGH MANSFIELD - CHAIRMAN OF THE BOARD. Mr. Mansfield joined the Company as
a director in August, 1999. Mr. Mansfield is the owner of Mansfield
Communications a public relations agency he formed in 1994. Mr. Mansfield
specializes in creating media awareness for corporations throughout North
America. Mr. Mansfield received his Political Science degree from York
University in 1987.

MR. SHAWN SMITH - CHIEF EXECUTIVE OFFICER AND DIRECTOR. Mr. Smith joined the
Company as a Director in August, 1999 and was appointed Chief Executive Officer
in July, 1999. Mr. Smith has over ten years senior executive experience in the
natraceutical business. From September 1998 to June 1, 1999, Mr. Smith served as
Vice President of Muscletech Research and Development. From April 1, 1997 to
September 1998, Mr. Smith was Vice President and General Manager of
Natraceuticals, Inc. From January, 1994 to April 1997, Mr. Smith was Vice
President and General Manger of Visex Inc. He received his degree in economics
from York University in 1987 and completed his Canadian Securities Course in
1988.

MR. JOHN DREWRY, CHIEF FINANCIAL OFFICER. Mr. Drewry joined Rompus-BC in July,
1999. Prior to joining the Company, From 1990 to 1999, Mr. Drewry served as
President of OTEC Software Corporation, which provides executive services to the
technology industry. From 1987 to 1990, Mr. Drewry was President of Thoroughbred
Canada, a U.S. software developer and from 1983 to 1987 was Partner in Charge of
Computer Strategies for an international accounting firm. Mr. Drewry is a Fellow
of the Institute of Chartered Accountants of Ontario and a Certified Management
Consultant.

MR. JEFF POPHAM, DIRECTOR. Mr. Popham joined Rompus-BC in October, 1995 becoming
a Director of Rompus in August, 1999. Prior to joining Rompus, Mr. Popham worked
in real estate development and financing with Pardigm Properties from 1991 to
September, 1995. Mr. Popham received his Bachelors of Science degree in
Economics from the University of Victoria in 1988.

MR. MARTIN TIERNAY, DIRECTOR. Mr. Tiernay joined Rompus-BC as a director in 1999
becoming a Director of Rompus in August, 1999. Mr. Tiernay is currently the
director of global sponsorship for Teleglobe Canada. Mr. Tiernay has held this
position from July, 1999 to the present. Mr. Tiernay worked in the marketing
department of British American Tobacco ("BAT") from August 1996 to June 1999.
Prior to BAT, Mr. Tiernay worked with Imperial Tobacco in Montreal, from 1986 to
1996. Mr. Tiernay received his Bachelor of Business degree from the University
of Ryerson University of 1995.

MR. ROCCO ROSSI, DIRECTOR. Mr. Rossi joined Rompus as a director in September
1999. He is currently Vice-President of Interactive Media for Labatt Brewing
Company Limited a position he held from 1996 to the present. From 1993 to
1996, Mr. Rossi acted as Vice President of Strategic Planning & New Media for
the Toronto Star. From 1991 to 1993, he acted as Senior Consultant to the
Boston Consulting Group. From 1991 to 1993, he acted as Vice President of
Corporate Development at Advanced Material Resources. From 1987 to 1991, Mr.
Rossi co-owned Clearview Packaging Inc. Mr. Rossi is a board member of the
New

<PAGE>

Haven Learning Centre for Children, a founding director of Internet Advertising
Bureau of Canada, an Executive Board Member of the Toronto 2008 Olympic Bidco,
and a former Board member of Bid.Com International. Mr. Rossi received his
Bachelor of Arts, Honours in Political Science from McGill University in 1984
and his Master of Arts in Politics from Princeton University in 1996.

MR. ANDREW DEFRANCESCO, DIRECTOR. Mr. DeFrancesco joined Rompus as a director in
September, 1999. He is currently Chairman of the Board and President of Internet
Sports Network, Inc. A position he has held since March 1999. Prior to this
time, Mr. DeFrancesco was an executive Vice-President at Dominick & Dominick
Securities, Inc. Canada with responsibility for institutional equity sales and
trading, and sourcing and structuring of equity and debt financing. Prior to
joining Dominick in October, 1997, Mr. DeFrancesco held positions as Manager of
Institutional Trading and Sales from April 1994 to April 1995 and Associate
Director, Corporate Finance from April 1995 to July 1997, at C.M. Oliver &
Company Limited. From March 1993 to March 1994, he served as an associate
financial advisor at Midland Walwyn (now Merrill Lynch Canada). Mr. DeFrancesco
received his Bachelor of Arts in Economics and Politics from the University of
Western Ontario and completed courses with the Canadian Securities Institute.

ITEM 6. EXECUTIVE COMPENSATION.

The Company currently has no operations but is the parent of the
operations company, Rompus-BC. Rompus-BC's operations began in February, 1998.
Accordingly, no salary or other benefits have been awarded to any executive
officer of director of the Company to date with the exception of Jeff Popham who
received $43,750 as a salary in 1999. No other salary or benefits, including
long term compensation has been awarded to any of the executive officers or
directors of the Company or Rompus-BC.
The Company did not grant any stock options in the last fiscal year.

ITEM 7. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS.

On March 15, 1999, Rompus-BC entered into an agreement with Mansfield
Communications wherein, Mansfield will provide public relations for the Company
to the financial and investment communities. This agreement requires Rompus to
pay approximately $200,000 to Mansfield in exchange for these services. Mr.
Mansfield is the Chief Executive Officer of Mansfield Communications and is the
majority shareholder of Mansfield Communications. In all matters regarding an
agreements between the companies, Mr. Mansfield has provided a full and complete
disclosure of the various advantages and disadvantages of the transactions and
has disclosed his relationship to the board of directors of Rompus. All prior
agreements were approved by a disinterested majority of the board of directors
of Rompus. It is Mr. Mansfield's intention and that of the Board of Directors
that all future agreements between Mansfield Communications and Rompus will
continue to be the result of arms length negotiations and will be approved by a
disinterested majority of both boards of directors.

On May 26, 1999, Rompus entered into an agreement with Dominick &
Dominick Securities, Inc. ("Dominick") wherein Dominick agreed to provide
financial advisory services to the Company. As compensation for these services,
the Company has agreed to provide Stephen Sharpe, Vice-Chairman of Dominick with
options to purchase 200,000 shares of common stock of the Company at $.80 per
share exercisable from August 12, 1999 to August 12, 2002.

ITEM 8. DESCRIPTION OF REGISTRANT'S SECURITIES.

COMMON STOCK

The Company's Articles of Incorporation authorize the issuance of
80,000,000 shares of Common Stock, with a par value of $.0001 per share, of
which 7,601,573 shares are currently outstanding.

<PAGE>

Holders of shares of common stock are entitled to one vote for each
share on all matters to be voted on by the stockholders. Holders of common stock
have no cumulative voting rights. Accordingly, the holders of in excess of 50%
of the aggregate number of shares of Common Stock outstanding will be able to
elect all of the directors of the Company and to approve or disapprove any other
matter submitted to a vote of all shareholders.

Holders of shares of common stock are entitled to share ratably in
dividends, if any, as may be declared, from time to time, by the Board of
Directors in its discretion, from funds legally available therefor. The Company
does not currently anticipate paying any dividends on its Common Stock. In the
event of a liquidation, dissolution or winding up of the Company, the holders of
shares of common stock are entitled to share pro rata all assets remaining after
payment in full of all liabilities. Holders of common stock have no preemptive
rights to purchase the Company's common stock. There are no conversion rights or
redemption or sinking fund provisions with respect to the common stock. All of
the outstanding shares of common stock are fully paid and non-assessable.

Shares of Common Stock are registered at the transfer agent and are
transferable at such office by the registered holder (or duly authorized
attorney) upon surrender of the Common Stock certificate, properly endorsed. No
transfer shall be registered unless the Company is satisfied that such transfer
will not result in a violation of any applicable federal or state securities
laws.

PREFERRED STOCK

The Articles of Incorporation of the Company authorize the issuance of
20,000,000 shares of $.0001 par valued preferred stock. On July 28, 1999 the
Board of Directors authorized the issuance of a class of 9,000,000 shares of
Series A Special Voting Preferred Shares $.0001 par value of which 9,000,000
shares are issued and outstanding.

The holders of Series A Preferred Shares are not entitled to receive
any portion of any dividend or distribution at any time. The holders do have the
following voting rights:

(i) The Series A Preferred Shares shall entitle the holders
thereof to one vote for each Series A Preferred held by such holder. (Such
number being equal to the number of Exchangeable Shares of Rompus-BC outstanding
as of the date thereof).

(ii) Except as otherwise provided by law, the holder of the Series
A Preferred Shares and the holders of Common Stock shall vote as one class on
all matters submitted to a vote of shareholders of Corporation.

(iii) The holders of the Series A Preferred Share shall have no
special voting rights, and their consent shall not be required (except to the
extent they are entitled to vote with holders of Common Shares as set forth
herein) for taking any corporate action.

(iv) At such time as the Series A Preferred Shares entitle their
holder to a number of votes equal to zero because there are not Exchangeable
Shares of Rompus-BC outstanding which are not owned by the Company nor any of
its direct or indirect subsidiaries, and there are no shares of stock, debt,
option or other obligation or commitment of Rompus-BC which could by its terms
require Rompus-BC to issue any Exchangeable Shares to any person other than the
Rompus or any of its direct or indirect subsidiaries, then the Series A
Preferred Shares shall thereupon be retired and canceled promptly thereafter.
Such share shall upon its cancellation, and upon the taking, of any such action
required by applicable law, become an authorized but unissued preferred share
and may be reissued as part of a new series of preferred shares to be crated by
resolution or resolutions of the Board of Directors, subject to the conditions
and restrictions on issuance set forth herein.

Upon any liquidation, dissolution, or winding up of the Corporation, the
holders of the Series A Preferred Shares shall not be entitled to any portion of
any distribution. The Series A Preferred Shares shall not be redeemable to
convertible.

The Company's transfer agent is Pacific Stock Transfer, 5844 South Pecos
Road, Suite D, Las Vegas, Nevada 89120.

<PAGE>

PART II

ITEM 1. MARKET PRICE OF AND DIVIDENDS ON THE REGISTRANTS' COMMON EQUITY AND
OTHER STOCKHOLDERS MATTERS

A. MARKET INFORMATION

The Company's common stock trades in the over-the-counter bulletin
board market since April, 1999 as ONLH. The Company changed its symbol to IDCD
and is now trading on the pink sheets.

The following table sets forth the high and low bid prices for the
Company's common stock since its inception. The prices below also reflect
inter-dealer quotations, without retail mark-up, mark-down or commissions and
may not represent actual transactions:

<TABLE>
<CAPTION>
High Low High
Quarter ended Ask Bid Bid
-----------------------------------------------------------------
<S> <C> <C> <C>
3/31/97 2.50 2.25 2.25
6/30/97 3.63 3.13 3.75
9/30/97 3.88 3.50 3.69
12/31/97 3.13 2.75 2.94
3/31/98 .50 .56 .56
6/30/98 .25 .06 .16
9/30/98 .38 .06 .22
12/31/98 .05 .02 .03
3/31/99 .08 .03 .06
6/30/99 .75 .75 .75
</TABLE>

As of September 24, 1999 the high and low bid price of the Company's
common shares was $3.00 per share.

B. HOLDERS

As of September 27, 1999, there were approximately 1,026 holders of
Company Common Stock, as reported by the Company's transfer agent.

C. DIVIDENDS

The Company has not paid any dividends on its Common Stock. The Company
currently intends to retain any earnings for use in its business, and therefore
does not anticipate paying cash dividends in the foreseeable future.

<PAGE>

ITEM 2. LEGAL PROCEEDINGS

The Company is not subject to any legal proceedings or claims.

ITEM 3. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS

Not applicable.

ITEM 4. RECENT SALES OF UNREGISTERED SECURITIES

In March, 1999, the Company offered a total of 7,000,000 shares of its
common stock at $.01 per share to accredited non-U.S. residents only. This
offering was made in reliance on the exemption available from registration
provided by Rule 504 of Regulation D of the Securities Act of 1933. The Company
raised a total of $70,000 in this offering.

In June 1999, Rompus-BC offered common stock of its Company at the
price of $.05 per share to non-U.S. Residents only. Rompus-BC sold 2,000,000
shares of its stock to seven shareholders raising a total of $100,000. In July
1999, Rompus-BC offered common stock of its Company at the price of $.80 per
share to non-U.S. Residents only. Rompus-BC sold a total 2,500,000 shares of
common stock to ten accredited non-U.S. resident shareholders raising a total of
$2,000,000. The shares offered in these offering were exchanged for restricted
common stock of Rompus pursuant to the exchange agreement by and between the
Company and the Rompus-BC shareholders.

ITEM 12. INDEMNIFICATION OF DIRECTORS AND OFFICERS.

The Florida Statutes and the Company's Articles of Incorporation and
Bylaws authorize indemnification of a director, officer, employee or agent of
the Company against expenses incurred by him or her in connection with any
action, suit, or proceeding to which such person is named a party by reason of
having acted or served in such capacity, except for liabilities arising from
such person's own misconduct or negligence in performance of duty. In addition,
even a director, officer, employee or agent of the Company who was found liable
for misconduct or negligence in the performance of duty may obtain such
indemnification if, in view of all the circumstances in the case, a court of
competent jurisdiction determines such person is fairly and reasonably entitled
to indemnification. Insofar as indemnification for liabilities arising under the
Securities Act may be permitted to directors, officers, or persons controlling
the Company pursuant to the foregoing provisions, the Company has been informed
that in the opinion of the Commission, such indemnification is against public
policy as expressed in the Act and is therefore unenforceable.

PART F/S

FINANCIAL STATEMENTS

The following financial statements are included herein:

Audited Financial Statements for the Company for the years ending December 31
1997 and 1998 and * Unaudited Interim Statements for the Company for the periods
ending June 30, 1999 and 1998.

Audited Financial Statements for Rompus-BC for the years ending August 31, 1997
and 1998, and* Unaudited Interim Statements for Rompus-BC for the periods ending
May 31, 1999 and 1998.*

Consolidated Pro Forma Financial Statements as of August 31, 1998 and May 31,
1999.

<PAGE>

PART III

ITEM 1 AND
ITEM 2. INDEX TO EXHIBITS AND DESCRIPTION OF EXHIBITS

<TABLE>
<CAPTION>
Exhibit No. Document Description
- ----------- --------------------
<S> <C>
2.1 Exchange Agreement by and between OnLine Hearing and Rompus-BC
Effective July 30, 1999*
3.1 Articles of Incorporation, dated April 6, 1991*
3.2 Amendment to Articles of Incorporation, dated August 25, 1995*
3.3 Amendment of Articles of Incorporation, dated October 19, 1995*
3.4 Amendment of Articles of Incorporation, dated January 3, 1997*
3.5 Amendment of Articles of Incorporation, dated April 5, 1999*
3.6 Amendment of Articles of Incorporation, dated July 28, 1999*
3.7 Amendment of Articles of Incorporation, dated July 28, 1999*
3.8 Bylaws, dated August 25, 1995*
4.1 Specimen of Common Stock Certificate*
4.2 Specimen of Series A Preferred Stock Certificate*
</TABLE>

*Previously filed

<PAGE>

SIGNATURES

In accordance with Section 12 of the Securities Exchange Act of 1934,
the Registrant caused this registration statement to be signed on its behalf by
the undersigned, thereunto duly authorized.

ROMPUS INTERACTIVE CORPORATION

By: /s/ Shawn Smith
-------------------------------
Shawn Smith
Its: President

<TABLE>
<CAPTION>
Signature Title Date
- --------- ----- -----
<S> <C> <C>
/s/ Shawn Smith Chief Executive Officer September 27, 1999
- -------------------------------
Shawn Smith

/s/ Hugh Mansfield Chairman of the Board September 27, 1999
- -----------------------------
Hugh Mansfield

/s/ John Drewry Chief Financial Officer September 27, 1999
- -------------------------------
John Drewry

/s/ Jeff Popham Director September 27, 1999
- -------------------------------
Jeff Popham

/s/ Martin Tiernay Director September 27, 1999
- -------------------------------
Martin Tiernay

/s/ Rocco Rossi Director September 27, 1999
- -------------------------------
Rocco Rossi

/s/ Andrew DeFrancesco Director September 27, 1999
- -------------------------------
Andrew DeFrancesco
</TABLE>

19
<PAGE>

ONLINE HEARING DOT COM, CO.
FINANCIAL STATEMENTS
JUNE 30, 1999

20
<PAGE>

[LETTERHEAD]

September 20, 1999

To the Board of Directors of
OnLine Hearing Dot Com, Co.

We have reviewed the accompanying balance sheet of OnLine Hearing Dot Com, Co.
as of June 30, 1999, and the related statements of income and stockholders'
equity and cash flows for the six months then ended, in accordance with
Statements on Standards for Accounting and Review Services issued by the
American Institute of Certified Public Accountants. All information included in
these financial statements is the representation of management of OnLine Hearing
Dot Com, Co.

A review consists principally of inquiries of Company personnel and analytical
procedures applied to financial data. It is substantially less in scope than an
audit in accordance with generally accepted auditing standards, the objective of
which is the expression of an opinion regarding the financial statements taken
as a whole. Accordingly, we do not express such an opinion.

Based on our review, We are not aware of any material modifications that should
be made to the June 30, 1999 financial statements in order for them to be in
conformity with generally accepted accounting principles.

The accompanying June 30, 1998 statement of income of OnLine Hearing Dot Com,
Co. was compiled by us in accordance with Statements on Standards for Accounting
and Review Services issued by the American Institute of Certified Public
Accountants. A compilation is limited to presenting in the form of financial
statements information that is the representation of management. We have not
audited or reviewed the March 31, 1998 statement of income and, accordingly, do
not express an opinion or any other form of assurance on it.

/s/ Barry I Hechtman, P.A.

Barry I Hechtman, P.A.

<PAGE>

ONLINE HEARING DOT COM, CO.
BALANCE SHEET
JUNE 30, 1999

ASSETS

<S><C>
CURRENT ASSETS
Cash in Bank $5,716
License Agreement 60,000
------------
TOTAL ASSETS $65,716
------------
------------

LIABILITIES AND
STOCKHOLDERS' EQUITY

TOTAL LIABILITIES: $0

STOCKHOLDERS' EQUITY
Preferred Stock, $.0001 par
value, 20,000,000 authorized;
no shares outstanding $0

Common stock, $.0001 par value
80,000,000 authorized;
16,601,573 issued and
outstanding 3,402

Additional Paid-In Capital 668,017

Beg. Retained Earnings ($429,700)
Y-T-D Net Loss (176,003)
------------
Accumulated Deficit (605,703)
------------
TOTAL STOCKHOLDERS' EQUITY 65,716
------------

TOTAL LIABILITIES AND
STOCKHOLDERS' EQUITY $65,716
------------
------------
</TABLE>

See accompanying notes and accountants' report
Barry I Hechtman, P.A.

<PAGE>

ONLINE HEARING DOT COM, CO.
COMPARATIVE STATEMENT OF INCOME
FOR THE SIX MONTHS ENDED JUNE 30, 1999 (REVIEWED) AND 1998 (COMPILED)

<TABLE>
<CAPTION>
1999 1998

<S> <C> <C>
INCOME 0 0
------------ ------------

OPERATING EXPENSES 94,784 0
------------ ------------

NET INCOME BEFORE TAXES (94,784) 0

PROVISION FOR INCOME TAXES 0 0

LOSS FROM DISCONTINUED OPERATION (81,219) (27,959)
------------ ------------

NET LOSS ($176,003) ($27,959)
------------ ------------
------------ ------------
</TABLE>

See accompanying notes and accountants' report
Barry I Hechtman, P.A.

<PAGE>

ONLINE HEARING DOT COM, CO.
NOTES TO THE FINANCIAL STATEMENTS
JUNE 30, 1999

NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING PRINCIPLES

This summary of significant accounting policies of OnLine Hearing Dot Com, Co.,
(the Company), is presented to assist in understanding the Company's financial
statements. The financial statements and notes are representations of the
Company's management, who is responsible for their integrity and objectivity.
These accounting policies conform to generally accepted accounting principles
and have been consistently applied in the preparation of the financial
statements.

COMPANY'S ACTIVITIES AND OPERATING CYCLE

OnLine Hearing Dot Com, Co. (the "Company") is engaged in the selling of a
proprietary interactive/intelligent system for hearing testing and hearing aid
products and the servicing of systems sold by the Company.

ORGANIZATION

OnLine Hearing Dot Com, Co. ("OnLine") was first incorporated as Mercur
Enterprises, Inc. Its name was changed to Auto Metreks, Inc. on December 31,
1996 and traded on the OTC/BB as ATMT until April 5, 1999. On that date Auto
Metreks, Inc. changed its name to OnLine Hearing Dot Com, Co. which traded on
the OTC/BB as ONLH.

BASIS OF ACCOUNTING

The accompanying financial statements have been prepared on the accrual method
of accounting.

CASH AND CASH EQUIVALENTS

The Company considers cash and all highly liquid investments purchased with an
original or remaining maturity of less than three months at the date of purchase
to be cash equivalents.

AMORTIZATION OF PROPRIETARY LICENSE

As the Company has not begun marketing the systems, amortization of the
proprietary license has not been established. Amortization will be provided on a
straight-line basis over a 5 year period when the Company begins marketing the
systems.

FAIR VALUE OF FINANCIAL INSTRUMENTS

Carrying amounts of certain of the Company's financial instruments including
cash and cash equivalents, accounts receivable, notes receivable, and accrued
liabilities approximate fair value because of their short maturities.

CONCENTRATIONS

Cash and cash equivalents are, for the most part, maintained with several major
financial institutions in the United States. Deposits held with banks may exceed
the amount of insurance provided on such deposits. Generally these deposits may
be redeemed upon demand and therefore bear minimal risk.

<PAGE>

USE OF ESTIMATES

The preparation of financial statements in conformity with generally accepted
accounting principles requires management to make estimates and assumptions that
affect the reported amounts of assets and liabilities and the disclosure of
contingent assets and liabilities at the date of the financial statements and
the reported amounts of revenues and expenses during the accounting period.
Actual results could differ from these estimates.

INCOME TAXES

The Company accounts for income taxes pursuant to Statement of Financial
Accounting Standard No. 109, "Accounting for Income Taxes," which uses the
liability method to calculate deferred income taxes. The realization of deferred
tax assets is based upon historical tax positions and expectations about future
taxable income.

SEGMENT INFORMATION

Statement of Financial Accounting Standards (SFAS) No. 131, "Disclosures about
Segments of an Enterprises and Related Information", supersedes SFAS No. 14,
"Financial Reporting for Segments of a Business Enterprise." SFAS 131
establishes standards for the way that public companies report information about
operating segments in annual financial statements and requires reporting of
selected information about operating segments in interim financial statements
issued to the public. It also establishes standards for disclosures regarding
products and services, geographic areas and major customers. SFAS 131 defines
operating segments as components of a company about which separate financial
information is available that is evaluated regularly by the chief operating
decision maker in deciding how to allocate resources and in assessing
performance. The Company adopted SFAS No. 131 during 1998. The Company currently
operates in one segment, the selling and servicing of hearing testing and
hearing aid products.

FUTURE ACCOUNTING PRONOUNCEMENTS

In June 1998, the Financial Accounting Standard Board issued SFAS No. 133,
Accounting for Derivative Instruments and Hedging Activities. SFAS No. 133
requires companies to recognize all derivatives contacts as either assets or
liabilities in the balance sheet and to measure them as fair value. If certain
conditions are met, a derivative may be specifically designated as a hedge, the
objective of which is to match the timing of gain or loss recognition on the
hedging derivative with the recognition of (i) the changes in the fair value of
the hedged assets or liability that are attributable to the hedged risk or (ii)
the earnings effect of the hedged forecasted transaction. For a derivative not
designated as a hedging instrument, the gain or loss is recognized in income in
the period of change. SFAS No. 133 is effective for all fiscal quarters of
fiscal years beginning after June 15, 1999.

Historically, the Company has not entered into derivatives contracts either to
hedge existing risks or for speculative purposes. Accordingly, the Company does
not expect adoption of the new standard on July 1, 1999 to affect its financial
statements

<PAGE>

NOTE 2 - COMMON STOCK

Common stock is $0.0001 par value. There are 80,000,000 shares authorized and
16,601,573 issued and outstanding as of June 30, 1999.

Preferred stock is $0.0001 par value. There are 20,000,000 shares authorized and
- -0- shares issued and outstanding as of June 30, 1999.

NOTE 3 - INCOME TAXES

At June 30, 1999, the Company had Federal net operating loss carryforwards of
approximately $416,559 that expire through 2013. For financial reporting
purposes, a valuation allowance of $218,389 has been recognized to offset the
net deferred tax assets related to these carryforwards and other deferred tax
assets since realization of any portion of the Company's deferred tax asset is
not considered to be more likely than not.

Deferred income taxes reflect the net effects of temporary differences between
the carrying amounts of assets and liabilities for financial reporting purposes
and the amounts used for income tax purposes.

<TABLE>
<S> <C>
Deferred tax assets:
Net operating loss carryforwards 48,116
--------
Total deferred tax assets 48,116
Valuation allowance for deferred tax assets (48,116)
--------
0
--------
--------
</TABLE>

NOTE 4 - CHANGE OF OWNERSHIP

On April 1, 1999, the majority shareholders ("Nolte(s)") of the Company sold all
their shares to an unrelated party. Pursuant to the sale, the Nolte(s) resigned
as officers of the Company and new officers were elected.

NOTE 5 - SALE OF ASSETS AND SUBSIDIARY

On April 1, 1999, the Company sold its wholly owned subsidiary, Manhattan
Financial Services, Inc. and certain assets to the Nolte(s) in exchange for
release of primary responsibility on leases and, obligations arising from loans,
advances, and services rendered by the Nolte(s) or by the related company owned
by them. Specific details of the agreement are as follows:

The assets sold included (1) all rights, title and interest in and to all ATMs
including those leased by the Company, (2) all cash in Company's possession
except a Certificate of Deposit("CD") in the principal amount of $60,000 and,
(3) all rights, title and interest in the outstanding stock of Manhattan
Financial Services, Inc. On June 24, 1999 the proceeds from the CD and
additional funds from Manhattan were used to satisfy a lease secured by the CD.

The Nolte(s) agree to keep all payments and obligations current on the Company's
leases of ATMs. The Nolte(s) further agree to use their best efforts to obtain
the release of the Company from all obligations under such leases except the
obligation to use the CD proceeds to satisfy the lease it secured.

<PAGE>

The Company released the Nolte(s) and Manhattan from all obligations and
liabilities except those specifically created in the agreement.

The sale agreement provided for the release liability of the note payable to
Broward Vending, Inc., a company owned by the Nolte(s).

Finally, the Nolte(s) and Manhattan agreed to release the Company from all
obligations and liabilities to them of whatsoever nature, including those
arising from loans, advances, services rendered, employment contracts or service
contracts, except for the obligation of the Company to use the CD proceeds for
payment on the lease it secured.

NOTE 6 - STOCK SPLIT

On April 6, 1999 the Company decreased the outstanding stock of the Company in a
reverse stock split so that each 30 shares of common stock outstanding at the
above date became 1 share of common stock outstanding at the close of business
on April 6, 1999. One full share was issued to holders of shares in lieu of any
fractional shares created by the above split. The authorized number of shares
remained unchanged after the split.

NOTE 7 - PURCHASE OF LICENSE

On April 6, 1999 the Company accepted the offer from MLI Group, Inc. ("MLIG") to
grant the Company a non-exclusive license ("License") to sell and distribute
MLIG's proprietary interactive/intelligent system for hearing testing and
hearing aid products and, to service the system sales made by the Company in
exchange for 6,000,000 shares of the Company's common stock and a royalty of 20%
of the sales proceeds. The 6,000,000 shares were issued as "restricted
securities" as defined under the Securities Act of 1933. These issuances were
valued at $60,000 which equals management's estimate of the fair market value at
the date of issuance.

NOTE 8 - COMPENSATION OF OFFICERS

On April 6, 1999 the Company issued 3,000,000 shares of "restricted securities"
to officers of the Company for services rendered. These issuances were valued at
$30,000 which equals management's estimate of the fair market value of the
services provided.

NOTE 9 - STOCK SALE

On April 6, 1999 the Board of Directors authorized a placement of 7,000,000
shares of common stock at $0.01 per share pursuant to Rule 504 of Reg. D. All
shares under the offering were sold and issued by May 17, 1999.

NOTE 10 - SUBSEQUENT EVENTS

CHANGE OF OWNERSHIP AND REORGANIZATION

In July, 1999 the majority shareholders of the Company sold all their shares to
an unrelated party. Pursuant to the sale, the officers resigned and new officers
were elected. Pursuant to the sale agreement the Company released its rights to
the proprietary license obtained from MLIG and rights to the use of the name
OnLine Hearing Dot Com, Co. to the former owners of the Company.

<PAGE>

Effective July 30, 1999 OnLine Hearing Dot Com, Co. acquired all the common
stock of Rompus CD-Rom Production, Ltd. in exchange for common and preferred
stock of OnLine Hearing Dot Com, Co. Online Hearing Dot Com, Co. then changed
its name to Rompus Interactive Corp.

NOTE 11 - YEAR 2000 (UNAUDITED)

Like other companies, the Company could be adversely affected if the computer
systems the Company, our suppliers or customers use do not properly process and
calculate date-related information and data from the period surrounding and
including January 1, 2000. This is commonly known as the "Year 2000" issue.
Additionally, this issue could impact non-computer systems and devices. At this
time, because of the complexities involved in the issue, management cannot
provide assurances that the Year 2000 issue will not have an impact on the
Company's operations.

28
<PAGE>

ROMPUS INTERACTIVE CORP. AND SUBSIDIARY
PROFORMA BALANCE SHEET
MAY 31, 1999 (UNAUDITED)

<TABLE>
<CAPTION>
Historical (May 31, 1999) Proforma
--------------------------------------------------------------- ---------------------
ASSETS PARENT SUBSIDIARY
Online
Rompus CD-ROM Hearing Dot Acquisition
Production, Ltd Com, Inc. on 7/30/99 Combined Elimination Consolidated
--------------- ------------ ------------ ----------- ----------- ------------
(Unaudited) (Unaudited) (Unaudited) (Unaudited) (Unaudited) (Unaudited)
<S> <C> <C> <C> <C> <C> <C>
CURRENT ASSETS:

Cash $ 354 $ 5,716 $ - $ 6,070 $ - $ 6,070
Accounts receivable 896 - 896 896
Refundable investment tax credits 27,780 - 27,780 27,780
License Agreement - $ 60,000 60,000 60,000
--------- --------- -------- --------- ---------- ---------
Total current assets 29,030 65,716 94,746 94,746
--------- --------- -------- --------- ---------- ---------

Investment in subsidiary/Goodwill - 135,000 135,000 (65,716)(a) 69,284
Less accumulated amortization - Goodwill (5,196) (5,196)
--------- --------- -------- --------- ---------- ---------
- - 135,000 64,088
--------- --------- -------- --------- ---------- ---------

Property and equipment, at cost 12,429 - 12,429 12,429
Less accumulated depreciation (3,214) - (3,214) (3,214)
--------- --------- -------- --------- ---------- ---------
9,215 - 9,215 9,215
--------- --------- -------- --------- ---------- ---------

Total Assets $ 38,245 $ 65,716 $135,000 $ 238,961 $ (70,912) $ 168,049
--------- --------- -------- --------- ---------- ---------
--------- --------- -------- --------- ---------- ---------

LIABILITIES AND STOCKHOLDERS' EQUITY

CURRENT LIABILITIES:

Accounts payable $ 15,509 $ - $ - $ 15,509 $ 15,509
Due to related parties 258,160 - 258,160 258,160
Notes payable - - - -
--------- --------- -------- --------- ---------- ---------
Total current liabilities 273,669 - 273,669 273,669
--------- --------- -------- --------- ---------- ---------
Notes payable, less current portion - - - -

STOCKHOLDERS' EQUITY -
Preferred stock - - 900 900 900
Common stock 100 3,402 450 3,952 (3,402)(a) 550
Additional paid in Capital - 668,017 133,650 801,667 (668,017)(a) 133,650
Accumulated deficit (235,524) (605,703) (841,227) 600,507 (a) (240,720)
--------- --------- -------- --------- ---------- ---------
Total stockholders' equity (235,424) 65,716 (34,708) (105,620)
--------- --------- -------- --------- ---------- ---------
Total liabilities and Stockholders'
Equity $ 38,245 $ 65,716 $135,000 $ 238,961 $ (70,912) $ 168,049
--------- --------- -------- --------- --------- ---------
--------- --------- -------- --------- ---------- ---------
</TABLE>

29
<PAGE>

ROMPUS INTERACTIVE CORP. AND SUBSIDIARY
PROFORMA STATEMENTS OF OPERATIONS

<TABLE>
<CAPTION>
PARENT* SUBSIDIARY*
Rompus CD-ROM Online Hearing
Production, Ltd Dot Com, Inc.
--------------------- -------------------
For the nine For the six
months ended May months end
31, 1999 June 30, 1999 Adjustments Proforma
--------------------- ------------------- ----------------- ------------
(Unaudited) (Unaudited) (Unaudited) (Unaudited)
<S> <C> <C> <C> <C>
Revenues $ 42,021 $ - $ - $ 42,021

Cost of sales 38,462 - 38,462
--------- ---------- ----------

Gross profit 3,559 - 3,559
--------- ---------- ----------

Selling, general and administrative:

Sales and marketing 15,448 - 15,448
General and administrative 64,626 94,784 159,410
Current research and developme 9,003 - 9,003
Amortization of Goodwill 5,196 (a) 5,196
--------- ---------- ----------
89,077 94,784 189,057
--------- ---------- ----------

Net loss from Operations (85,518) (94,784) (185,498)
--------- ---------- ----------

Loss from Discontinued Operation (81,219) (81,219)
--------- ---------- ----------

Net income (loss) for the period $ (85,518) $ (176,003) $ (266,717)
--------- ---------- ----------
--------- ---------- ----------

(a)

Goodwill at acquisition $ 69,284
Management's estimated useful life (years) 10.0
---------
Yearly amortization using straight line 6,928
0.75
---------

For the nine months period $ 5,196
---------
---------
</TABLE>

* Treated as such for accounting purposes, since effective control is with the
"legal" subsidiary

<PAGE>

ROMPUS INTERACTIVE CORP. AND SUBSIDIARY
PROFORMA STATEMENTS OF OPERATIONS

<TABLE>
<CAPTION>
PARENT* SUBSIDIARY*
Rompus CD-ROM Online Hearing
Production, Ltd. Dot Com, Inc.
--------------------- -----------------------
For the eight
Year ended August months ended
31, 1998 August 31, 1998 Adjustments Proforma
--------------------- ----------------------- --------------- ---------------
(Unaudited) (Unaudited) (Unaudited) (Unaudited)
<S> <C> <C> <C> <C>
Revenues $ 123,561 $ 291,159 $ - $ 414,720

Cost of sales 19,634 161,117 180,751
--------- --------- ---------

Gross profit 103,927 130,042 233,969
--------- --------- ---------

Selling, general and administrative:

Sales and marketing 33,714 - 33,714
General and administrative 43,941 158,201 202,142
Current research and developme 21,333 - 21,333
Amortization of Goodwill 6,928 (a) 6,928
--------- --------- ---------
98,988 158,201 264,117
--------- --------- ---------

Net income (loss) for the period $ 4,939 $ (28,159) $ (30,148)
--------- --------- ---------
--------- --------- ---------

(a)

Goodwill at acquisition $ 69,284
Management's estimated useful life (years) 10.0
---------
---------
Yearly amortization using straight line $ 6,928
---------
---------
</TABLE>

* Treated as such for accounting purposes, since effective control is with the
"legal" subsidiary

<PAGE>

ROMPUS INTERACTIVE CORP. AND SUBSIDIARY
NOTE TO PROFORMA CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

NOTE (a) - The pro forma adjustments to the condensed consolidated balance
sheet are as follows:

To reflect the acquisition and allocation of the purchase price on the
basis of the fair values (using net book value since no readily available
fair value was determinable) of the assets acquired and liabilities
assumed. The components of the purchase price and its allocation to the
assets and liabilities of the subsidiary is as follows:

<TABLE>
<S> <C> <C>
Purchase price $ 135,000

Assets acquired and liabilities assumed:
Cash (5,716)
License agreement (60,000)

--------
--------

Fair value of assets acquired (65,716)
---------

Cost in excess of net assets acquired (Goodwill) 69,284

Amortization of goodwill through 5/31/99 (5,196)
---------

Goodwill, net $ 64,088
---------
---------
</TABLE>