<PAGE>
U. S. Securities and Exchange Commission
Washington, D. C. 20549
FORM 10-KSB-A1
[X] ANNUAL REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the calendar year ended December 31, 1998
[ ] TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the transition period from _____________ to ____________
Commission File No. 0-16665
THE INTERNET ADVISORY CORPORATION
---------------------------------
(Name of Small Business Issuer in its Charter)
UTAH 87-0426358
---- ----------
(State or Other Jurisdiction of (I.R.S. Employer I.D. No.)
incorporation or organization)
2455 East Sunrise Blvd., Suite 401
Ft. Lauderdale, Florida 33304
-----------------------------
(Address of Principal Executive Offices)
Issuer's Telephone Number: (954) 453-5000
N/A
---
(Former Name or Former Address, if changed since last Report)
Securities Registered under Section 12(b) of the Exchange Act: None
Name of Each Exchange on Which Registered: None
Securities Registered under Section 12(g) of the Exchange Act: $0.001 par
value common stock
Check whether the Issuer (1) filed all reports required to be filed by
Section 13 or 15(d) of the Exchange Act during the past 12 months (or for such
shorter period that the Company was required to file such reports), and (2)
has been subject to such filing requirements for the past 90 days.
(1) Yes X No (2) Yes X No
--- --- --- ---
Check if there is no disclosure of delinquent files in response to Item
405 of Regulation S-B is not contained in this form, and no disclosure will be
contained, to the best of Company's knowledge, in definitive proxy or
information statements incorporated by reference in Part III of this Form
10-KSB or any amendment to this Form 10-KSB. [ ]
State Issuer's revenues for its most recent fiscal year: December 31, 1998 -
$415,085.
State the aggregate market value of the voting stock held by
non-affiliates computed by reference to the price at which the stock was sold,
or the average bid and asked prices of such stock, as of a specified date
within the past 60 days.
February 9, 1999 - $23,511,254. There are approximately 2,402,417 shares
of common voting stock of the Company held by non-affiliates. The Company has
valued these shares at $9.7865 per share which is the average bid price for
the Company's common stock from January 1, 1999 through February 24, 1999.
(ISSUERS INVOLVED IN BANKRUPTCY PROCEEDINGS
DURING THE PAST FIVE YEARS)
Not Applicable.
(APPLICABLE ONLY TO CORPORATE ISSUERS)
State the number of shares outstanding of each of the Issuer's
classes of common equity, as of the latest practicable date:
February 9, 1999
7,518,017
DOCUMENTS INCORPORATED BY REFERENCE
A description of "Documents Incorporated by Reference" is contained
in Item 13 of this report.
Transitional Small Business Issuer Format Yes X No ___
<PAGE>
PART II
Item 7. Financial Statements.
---------------------
<PAGE>
THE INTERNET ADVISORY CORPORATION
Formerly
Olympus M.T.M. Corporation
Financial Statements
and
Independent Auditors Report
December 31, 1998
<PAGE>
INDEPENDENT AUDITORS' REPORT
The Board of Directors and Shareholders
The Internet Advisory Corporation
We have audited the accompanying balance sheet of The Internet Advisory
Corporation, formerly Olympus M. T. M. Corporation, as of December 31, 1998,
and the related statements of operations, stockholders' equity, and cash flows
for the year ended December 31, 1998 and 1997. These financial statements are
the responsibility of the Company's management. Our responsibility is to
express an opinion on these financial statements based on our audit.
We conducted our audit in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to
obtain reasonable assurance about whether the financial statements are free of
material misstatement. An audit includes examining, on a test basis, evidence
supporting the amounts and disclosures in the financial statements. An audit
also includes assessing the accounting principles used and significant
estimates made by management, as well as evaluating the overall financial
statement presentation. We believe that our audit provides a reasonable basis
for our opinion.
In our opinion, the financial statements referred to above present fairly, in
all material respects, the financial position of The Internet Advisory
Corporation as of December 31, 1998, and the results of operations and cash
flows for the years ended December 31, 1998 and 1997, in conformity with
generally accepted accounting principles.
Mantyla, McReynolds and Associates
Salt Lake City, Utah
February 9, 1999
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<TABLE>
The Internet Advisory Corporation
Formerly
Olympus M.T.M. Corporation
Balance Sheet
December 31, 1998
<CAPTION>
ASSETS
<S> <C>
Current Assets:
Cash $ 384,934
Total Current Assets 384,934
Property and Equipment - Note 6 45,888
Less: Accumulated depreciation (7,602)
Net Property and Equipment 38,286
Other Assets:
Deposit 7,002
Total Assets $ 430,222
LIABILITIES AND STOCKHOLDERS EQUITY
Liabilities:
Current Liabilities:
Accounts payable $ 13,625
Accrued liabilities 29,243
Unearned Income 97,829
Total Current Liabilities 140,697
Total Liabilities 140,697
Stockholders Equity:
Common Stock -- 50,000,000 shares
authorized, $.001 par value; 7,533,017
shares issued and outstanding 7,533
Additional Paid-In Capital 420,426
Accumulated Deficit (138,434)
Total Stockholders Equity 289,525
Total Liabilities and
Stockholders Equity $ 430,222
</TABLE>
See accompanying notes to financial statements.
<TABLE>
The Internet Advisory Corporation
Formerly
Olympus M.T.M. Corporation
Statements of Operations
For the Years Ended December 31, 1998 and 1997
<CAPTION>
1998 1997
<S> <C> <C>
Revenues $ 415,085 $ 37,560
Cost of Sales 56,802 28,167
Gross Profit 358,283 9,393
General and Administrative
Expenses 451,025 59,373
Net Loss from Operations (92,742) (49,980)
Other Income/Expense -0- -0-
Net Loss Before Income Taxes (92,742) (49,980)
Current Year Provision for Income
Taxes -0- 100
Net Loss $ (92,742) $(50,080)
Loss Per Share $ (.03) $ (.06)
Weighted Average Shares
Outstanding 3,701,177 902,017
</TABLE>
See accompanying notes to financial statements.
<TABLE>
The Internet Advisory Corporation
Formerly
Olympus M.T.M. Corporation
Statements of Stockholders' Equity/(Deficit)
For the Years Ended December 31, 1998 and 1997
<CAPTION>
Additional Total
Number of Common Paid-in Accumulated Stockholders'
Shares Stock Capital Deficit Equity
<S> <C> <C> <C> <C> <C>
Balance, December 31,
1996 902,017 $ 902 $3,055,039 $(3,057,443) $ (1,502)
Net loss for the year
ended December 31, 1997 (50,080) (50,080)
Balance, December 31,
1997 902,017 902 3,055,039 (3,107,523) (51,582)
Issued Stock for debt,
June 9, 1998 300,000 300 350 650
Issued Stock for
Assets,
recapitalization,
6/22/98 6,000,000 6,000 (3,048,382) 3,061,831 19,449
Issued stock for cash,
December 1998 316,000 316 394,684 395,000
Issued stock for
services,
December 1998 15,000 15 18,735 18,750
Net loss for the year
ended December 31,
1998 (92,742) (92,742)
Balance, December 31,
1998 7,533,017 $7,533 $ 420,426 $(138,434)$289,525
</TABLE>
See accompanying notes to financial statements.
<TABLE>
The Internet Advisory Corporation
Formerly
Olympus M.T.M. Corporation
Statement of Cash Flows
For the Years Ended December 31, 1998 and 1997
<CAPTION>
1998 1997
<S> <C> <C>
Cash Flows Provided by/(Used for) Operating
Activities
Net Loss $ (92,742) $ (50,080)
Adjustments to reconcile net income to net cash
provided by operating activities:
Depreciation 6,794 808
Issued stock for services 18,750 -
Increase in current liabilities 31,741 107,554
Net Cash Provided by/(Used for) in
Operating Activities (35,457) 58,282
Cash Flows Used for Investing Activities
Lease deposit (7,002)
Purchases of property and equipment (29,730) (16,159)
Net Cash Used for Investing
Activities (36,732) (16,159)
Cash Flows Provided by Financing Activities
Investment in IAC prior to combination - 20,000
Issued stock for cash 395,000 -
Net Cash Provided by Financing
Activities 395,000 20,000
Net Increase in Cash 322,811 62,123
Beginning Cash Balance 62,123 -0-
Ending Cash Balance $384,934 $62,123
Supplemental Disclosure Information:
Issued stock in recapitalization - Note 2
Cash paid during the year for interest $ -0- $ -0-
Cash paid during the year for income taxes 100 -0-
</TABLE>
See accompanying notes to financial statements.
The Internet Advisory Corporation
Formerly
Olympus M.T.M. Corporation
Notes to Financial Statements
December 31, 1998
NOTE 1 ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
(a) Organization
Olympus M.T.M. Corporation ("Olympus" or the "Company") was
incorporated in the State of Utah on September 21, 1981. The Company was
formed for the primary purpose of acquiring and investing in energy resources.
The Company was not successful in its endeavors and ceased operations on or
before April, 1990. The Company was then dormant until it acquired all of the
assets and liabilities of The Internet Advisory Corporation (IAC) on June 22,
1998, pursuant to an Agreement and Plan of Merger. The Internet Advisory
Corporation is a Florida corporation incorporated on August 8, 1997 for the
purpose of providing hosting on the Internet for its customers, and Web
design. Subsequent to the Agreement and Plan of Merger, the name of Olympus
M.T.M. Corporation was changed to The Internet Advisory Corporation.
Pursuant to The Agreement and Plan of Merger, Olympus issued
6,000,000 shares to IAC's shareholders. At the time of said issuance, Olympus
had 1,202,017 shares outstanding. Immediately after this issuance, IAC's
shareholders owned 6,000,000 of the total outstanding of 7,202,017 shares, or
83%.
The financial statements of the Company have been prepared in
accordance with generally accepted accounting principles. The following
summarizes the more significant of such policies:
(b) Income Taxes
Effective August 8, 1997, the Company adopted the provisions of
Statement of Financial Accounting Standards No. 109 [the Statement],
Accounting for Income Taxes. The Statement requires an asset and liability
approach for financial accounting and reporting for income taxes, and the
recognition of deferred tax assets and liabilities for the temporary
differences between the financial reporting bases and tax bases of the
Company's assets and liabilities at enacted tax rates expected to be in effect
when such amounts are realized or settled. The cumulative effect of this
change in accounting for income taxes as of December 31, 1998 is $0 due to the
valuation allowance established as described below.
(c) Net Loss Per Common Share
Net loss per common share is based on the weighted-average number of
shares outstanding.
(d) Statement of Cash Flows
For purposes of the statements of cash flows, the Company considers
cash and cash equivalents as deposits in commercial banks. The Company
had $384,934 cash at December 31, 1998.
(e) Use of Estimates in Preparation of Financial Statements
The preparation of financial statements in conformity with generally
accepted accounting principles requires management to make estimates and
assumptions that affect the reported amounts of assets and liabilities and
disclosure of contingent assets and liabilities at the date of the financial
statements and the reported amounts of revenues and expenses during the
reporting period. Actual results could differ from those estimates.
(f) Property and Equipment
Property and equipment are stated at cost. Depreciation is provided
using the straight-line basis over the useful lives of the related assets.
Expenditures for maintenance and repairs are charged to expense as incurred.
NOTE 2 RECAPITALIZATION
On June 22, 1998, IAC entered into an agreement and plan of merger
with Olympus , wherein the IAC exchanged all of its assets and liabilities
as of May 31, 1998 for 6,000,000 shares of Olympus. Immediately subsequent to
the exchange, the IAC's shareholders held approximately 83% of the outstanding
shares of Olympus. The Company continues its operations in the Olympus
structure but has changed the name of Olympus M.T.M. Corporation to The
Internet Advisory Corporation. The transaction has been accounted for as a
purchase.
NOTE 3 INCOME TAXES
The Company adopted the provisions of Statement of Financial
Accounting Standards No. 109 [the Statement], Accounting for Income Taxes, as
of August 8, 1997. No provision has been made for income taxes in the
consolidated financial statements because the Company has accumulated
losses since inception.
The tax effects of temporary differences that give rise to
significant portions of the deferred tax asset at December 31, 1998 have no
impact on the financial position of the Company. A valuation allowance is
provided when it is more likely than not that some portion of the deferred tax
asset will not be realized. Because of the lack of taxable earnings history,
the Company has established a valuation allowance for all future deductible
temporary differences.
NOTE 4 RELATED-PARTY TRANSACTIONS
The Company has an agreement with an entity controlled by the
Company's president. The subject entity provides advertising for the Company
at a cost of $1,500 per month.
NOTE 5 STOCK ISSUANCE
In December 1998, the Company issued stock in the following manner:
Description Price per share Number Shares Consideration
Issued shares for cash,
12/11/98 $ 1.25 16,000 $ 20,000
Issued shares for cash,
12/30/98 1.25 200,000 250,000
Issued shares for cash,
12/31/98 1.25 100,000 125,000
Issued shares for services,
12/31/98 1.25 15,000 18,750
Total 331,000 $ 413,750
NOTE 6 PROPERTY AND EQUIPMENT
The major classes of assets as of the balance sheet date are as
follows:
Accumulated
Asset Class Cost Depreciation Method/Life
Equipment and furniture $45,888 $(7,602) SL/5
Current year depreciation expense was $6,794.
NOTE 7 OFFICE LEASE\SUBSEQUENT EVENT
In January, 1998 the Company entered into an operating lease with an
unrelated party for its facilities. The lease is for a period of five years.
Total rent paid for 1998 on this facility was $29,926. Prior to entering into
this lease arrangement, the Company rented space on a month to month basis for
$390 per month. Total rent paid under this agreement for the period ended
December 31, 1998 is $390.
On February 10, 1999 the Company signed an addendum to the original
lease agreement for additional space in the same building as the corporate
offices. The terms of this addendum increase the total rentable square feet
to 4,674, and the future minimum lease payments to the following:
1999 68,009
2000 82,032
2001 85,313
2002 88,726
2003 14,883
NOTE 8 SUBSEQUENT EVENT
By unanimous consent of the Board of Directors, on February 15,
1999, the Company resolved to issue 716,000 "unregistered" and "restricted"
shares of common stock to subscribers for $1.25 per share or $895,000.
This transaction will be effectively recorded as of January 31, 1999.
NOTE 9 SIGNIFICANT CONCENTRATION OF CREDIT RISK
The Company has no single customer that represents a significant
portion of total revenues. The Company's activities are limited only by
access to the Internet and not to any geographic boundaries.
The Company maintains cash balances in a financial institution
located in the Ft. Lauderdale, Florida. Accounts at this institution are
insured by the Federal Deposit Insurance Corporation up to $100,000.
The Company had cash of $284,934 in excess of the FDIC insured limit at
December 31, 1998.
<PAGE>
Item 13. Exhibits and Reports on Form 8-K.
---------------------------------
Reports on Form 8-K
Current Report on Form 8-K, dated June 22, 1998, and amended on
September 3, 1998, as filed with the Securities and Exchange Commission on
July 2, 1998 and September 3, 1998, respectively.
Exhibits*
(i)
Where Incorporated
in this Report
--------------
Exhibit
Number Description
- ------ -----------
21 Subsidiaries
27 Financial Data Schedule
* Summaries of all exhibits contained within this
Report are modified in their entirety by reference
to these Exhibits.
** These documents and related exhibits have been
previously filed with the Securities and Exchange
Commission and are incorporated herein by reference.
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the
Securities Exchange Act of 1934, the Company has duly caused this Report
to be signed on its behalf by the undersigned, thereunto duly authorized.
THE INTERNET ADVISORY CORPORATION
Date: 9/14/99 By /s/ Jeffrey Olweean
-------------- --------------------------------------
Jeffrey Olweean, Director and
President
Pursuant to the requirements of the Securities Exchange Act of 1934,
as amended, this Report has been signed below by the following persons on
behalf of the Company and in the capacities and on the dates indicated:
THE INTERNET ADVISORY CORPORATON
Date 9/14/99 By /s/ Jeffrey Olweean
------------- ------------------------------------
Jeffrey Olweean, Director and
President
Date: 9/14/99 By /s/ Nicole Leigh
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Nicole Leigh, Director and Vice
President
SUBSIDIARIES
The Company does not have any subsidiaries; however, it has registered
the use of the following business names, in addition to "The Internet Advisory
Corporation:"
Internet Academy
Hostfacility.com
<TABLE> <S> <C>
<ARTICLE> 5
<S> <C>
<PERIOD-TYPE> YEAR
<FISCAL-YEAR-END> DEC-31-1998
<PERIOD-END> DEC-31-1998
<CASH> 384934
<SECURITIES> 0
<RECEIVABLES> 0
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 384934
<PP&E> 45888
<DEPRECIATION> 7602
<TOTAL-ASSETS> 430222
<CURRENT-LIABILITIES> 140697
<BONDS> 0
0
0
<COMMON> 7533
<OTHER-SE> 281992
<TOTAL-LIABILITY-AND-EQUITY> 430222
<SALES> 415085
<TOTAL-REVENUES> 415085
<CGS> 0
<TOTAL-COSTS> 56802
<OTHER-EXPENSES> 451025
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 0
<INCOME-PRETAX> (92742)
<INCOME-TAX> 0
<INCOME-CONTINUING> (92742)
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (92742)
<EPS-BASIC> (0.03)
<EPS-DILUTED> (0.03)
</TABLE>
