<PAGE>
U. S. Securities and Exchange Commission
Washington, D. C. 20549
FORM 10-QSB
[X] QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the quarterly period ended March 31, 1999
[ ] TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the transition period from to
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Commission File No. 0-16665
THE INTERNET ADVISORY CORPORATION
---------------------------------
(Name of Small Business Issuer in its Charter)
UTAH 87-0426358
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(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
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(Address of Principal Executive Offices)
Issuer's Telephone Number: (888) 522-0958
Indicate by check mark whether the Registrant (1) has filed all reports
required to be filed by Sections 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
Registrant was required to file such reports), and (2) has been
subject to such filing requirements for the past 90 days.
(1) Yes X No (2) Yes X No
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APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY
PROCEEDINGS DURING THE PRECEDING FIVE YEARS
Not applicable.
APPLICABLE ONLY TO CORPORATE ISSUERS
Indicate the number of shares outstanding of each of the Registrant's classes
of common stock, as of the latest practicable date:
May 13, 1999
8,255,017
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PART I - FINANCIAL INFORMATION
Item 1. Financial Statements.
The Financial Statements of the Internet Advisory Corporation, a
Utah corporation (the "Company"), required to be filed with this 10-QSB
Quarterly Report were prepared by management, and commence on the following
page, together with Related Notes. In the opinion of management, the
Financial Statements fairly present the financial condition of the Company.
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The Internet Advisory Corporation
Formerly
Olympus M.T.M. Corporation
Condensed Financial Statements
March 31, 1999
<PAGE>
<TABLE>
The Internet Advisory Corporation
Formerly
Olympus M.T.M. Corporation
Condensed Balance Sheet
(Unaudited)
<CAPTION>
ASSETS
<S> <C>
March 31, 1999
Current Assets
Cash $ 636,205
Total Current Assets 636,205
Equipment, net 420,346
Other Assets 7,002
TOTAL ASSETS $ 1,063,553
LIABILITIES AND STOCKHOLDERS EQUITY
Current Liabilities
Accounts payable $ 45,270
Unearned income 92,287
Total Current Liabilities 137,557
Stockholders Equity
Common stock 8,249
Additional paid in capital 4,376,541
Accumulated deficit (3,458,794)
Total Stockholders Equity 925,996
TOTAL LIABILITIES AND STOCKHOLDERS
EQUITY $ 1,063,553
</TABLE>
See accompanying notes and Independent Accountants report
<TABLE>
The Internet Advisory Corporation
Formerly
Olympus
M.T.M.
Corporation
Condensed Statements of Operations
(Unaudited)
<CAPTION>
For the Three For the Three
Months Ended Months Ended
March 31, 1999 March 31, 1998
<S> <C> <C>
Revenues $ 110,104 $ 85,476
Sales, general and
administrative expense 368,634 104,257
Net Loss $(258,530) $ (18,781)
Net Loss per Share $ (0.03) $ (0.01)
Weighted Average
Number of Shares
Outstanding 8,010,350 7,202,017
</TABLE>
See accompanying notes and Independent Accountants report
The Internet Advisory Corporation
Formerly
Olympus
M.T.M.
Corporation
Condensed Statements of Cash Flows
(Unaudited)
<TABLE>
<CAPTION>
For the Three For the Three
Months Ended Months Ended
March 31, 1999 March 31, 1998
<S> <C> <C>
Cash Flows Used for Operating
Activities:
Net Loss $ (258,530) $ (18,781)
Adjustments to reconcile net loss to
net cash used for operating
activities:
Depreciation 20,904 1,224
Increase in other current
assets (7,002)
Increase (decrease) in current
liabilities (3,139) (10,436)
Net Cash Flows Used for Operating
Activities (240,765) (34,995)
Cash Flows Used for Investing
Activities:
Purchase of equipment (402,964) (11,737)
Net Cash Flows Used for Investing
Activities (402,964) (11,737)
Cash Flows Provided by Financing
Activities
Proceeds from sale of securities 895,000 -0-
Net Cash Flows Provided by Financing
Activities 895,000
Net Increase (Decrease) in Cash 251,271 (46,732)
Beginning Cash Balance 384,934 62,123
Ending Cash Balance $636,205 $ 15,391
</TABLE>
See accompanying notes and Independent Accountants report
The Internet Advisory Corporation
Formerly
Olympus M.T.M. Corporation
Notes to Condensed Financial Statements
March 31, 1999
PRELIMINARY NOTE
The accompanying condensed consolidated financial statements have been
prepared without audit, pursuant to the rules and regulations of the
Securities and Exchange Commission. Certain information and
disclosures normally included in financial statements prepared in
accordance with generally accepted accounting principles have been
condensed or omitted. It is suggested that these condensed financial
statements be read in conjunction with the financial statements and
notes thereto included in the Company s Annual Report on Form 10-KSB for
the year ended December 31, 1998.
ORGANIZATION AND MERGER
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 in 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 access to 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.
The Agreement and Plan of Merger set forth that Olympus would issue
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 then total
outstanding of 7,202,017 shares, or 83%.
<PAGE>
Item 2. Management's Discussion and Analysis or Plan of Operation.
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Plan of Operation.
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The Company's plan of operation for the next 12 months is
to continue with its present business of web site programing and web hosting.
The Company will concentrate on web site programs for various targeted
industries, which include the travel, automotive, insurance and other e-
commerce industries. The Company advertises the availability of its services
to these businesses through various means, including print, radio and
leafletting. Upgrades and renewals for existing customers will also be a
significant part of the Company's plan of operation for the next 12 months.
Management is exploring the possibility of creating new divisions
within the Company and/or acquiring existing businesses. Because of its
presently limited cash on hand, the Company expects that any such expansion
during the next 12 months will have to be funded through private placements of
"unregistered" and "restricted" shares of its common stock. There can be no
assurance that the Company will be able to obtain sufficient funding to
exploit any expansion opportunity that is presented or that, if such funding
is obtained, any expansion activities will be profitable. At present, the
Company has not identified any expansion opportunity. See the heading
"Liquidity" of this caption.
Results of Operations.
- ----------------------
During the quarterly period ended March 31, 1999, the Company
received revenues of $110,104, and incurred expenses totaling $368,634. Net
loss during the period was ($258,530), equaling $0.03 per share.
Liquidity.
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As of March 31, 1999, the Company had total assets of
$1,063,553, of which $636,205 consisted of cash and cash equivalents.
"Year 2000".
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Management believes that the Company's operations are Year 2000
compliant. All of its hardware systems use the full four-digit format for
defining years. All of the Company's software systems, both purchased and
internally developed, use the full four-digit date format. The Company has
tested its systems by advancing its computer clocks to the year 2000 and
beyond; the systems have passed these tests.
The Company can give no assurance that third parties with whom it
does business (e.g., banks and utilities) will ensure Year 2000 compliance in
a timely manner or that, if they do not, their computer systems will not have
an adverse effect on the Company. However, management does not believe that
Year 2000 compliance issues of such third parties will result in a material
adverse effect on the Company's financial condition or results of operations.
PART II - OTHER INFORMATION
Item 1. Legal Proceedings.
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None; not applicable.
Item 2. Changes in Securities and Use of Proceeds.
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There were no material changes in the Company's securities during
the quarterly period ended March 31, 1999.
The following table outlines all issuances of "unregistered" and
"restricted" securities of the Company during that period.
Francis Dropik 1/7/99 5,000 Services
Christopher R. Ebersole 1/7/99 5,000 Services
Private Placement
Subscribers (1) 971,932 $1,214,915
Bensen Capital Management 2/23/99 44,000 Services
Howard Berkowitz 2/23/99 12,000 Services
Mark Teinert 2/23/99 12,000 Services
Bill Von Gremp 2/23/99 12,000 Services
(1) These shares were issued pursuant to a private placement of
the Company's "unregistered" and "restricted" common stock at a price of $1.25
per share, as discussed in its Annual Report on Form 10-KSB for the calendar
year ended December 31, 1998, which is incorporated herein by reference. See
Part II, Item 6 of this Report.
Item 3. Defaults Upon Senior Securities.
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None; not applicable.
Item 4. Submission of Matters to a Vote of Security Holders.
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None; not applicable.
Item 5. Other Information.
- ----------------------------
None; not applicable.
Item 6. Exhibits and Reports on Form 8-K.
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(a) Exhibits.
27 Financial Data Schedule.
Annual Report on Form 10-KSB for the calendar year ended
December 31, 1998, filed with the Securities and Exchange Commission March 9,
1999.*
* This Report has previously been filed with the Securities and
Exchange Commission.
(b) Reports on Form 8-K.
None.
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
the Registrant has duly caused this Report to be signed on its behalf by the
undersigned thereunto duly authorized.
THE INTERNET ADVISORY CORPORATION
Date: 5-13-99 By /s/ Jeffrey A. Olweean
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Jeffrey A. Olweean
President and Director
Date: 5-13-99 By /s/ Nicole Leigh
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Nicole Leigh
Vice President and Director
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<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> DEC-31-1999
<PERIOD-END> MAR-31-1999
<CASH> 636205
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