SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K-A1
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act
December 30, 1999
Date of Report
(Date of Earliest Event Reported)
The Internet Advisory Corp.
(Exact Name of Registrant as Specified in its Charter)
Utah 0-16665 87-0426358
(State or other (Commission File No.) (IRS Employer I.D. No.)
Jurisdiction)
2455 East Sunrise Blvd., Suite 401
Ft. Lauderdale, Florida 33304
(Address of Principal Executive Offices)
(888) 522-0958
Registrant's Telephone Number
N/A
(Former Name or Former Address if changed Since Last Report)
Item 1. Changes in Control of Registrant.
(a) On December 30, 1999, The Internet Advisory Corp.("IAC" or the
"Registrant")entered into a Reorganization Agreement (the "Agreement") with
Richard K. Goldring, the sole stockholder of Sunrise Web Development, Inc., a
Florida corporation (the "Sunrise Stockholder" and "Sunrise, respectively),
whereby IAC issued 4,000,000 shares of "restricted securities" (common stock)
to Mr. Goldring in consideration of the exchange of 100% of the outstanding
voting securities of Sunrise. Sunrise became a wholly-owned subsidiary of IAC
on the closing of the Agreement. A copy of the Agreement, together with
related exhibits, is attached hereto and incorporated herein by reference.
See Item 7.
Mr. Goldring owned approximately 7.4% of the outstanding voting
securities of the Registrant immediately prior to the completion of the
Agreement, and this ownership was increased to approximately 37.5% upon the
closing of the Agreement. See the tables below.
Sunrise owns an interactive Internet web site and Internet Browser.
Its products will generate revenues from subscriber membership fees and usage
fees, as well as from other sources, which will include advertising and E-
commerce sales. Sunrise will provide subscribers through its browser, a
global, interactive community offering a wide variety of content, features and
tools. The on-line community will have access to content such as electronic
mail services, public bulletin boards, the buddy list feature, instant message
services, public or private "meeting rooms/chat rooms" for interactive
conversations and live "auditorium" events.
Sunrise will generate revenues such as online service revenues from
subscribers, advertising revenues, E-commerce and transaction fees associated
with electronic commerce.
Sunrise will fold its operations into that of the Registrant and
both companies will operate out of the Registrant's corporate offices located
at 2455 East Sunrise Boulevard, Ft. Lauderdale, Florida 33304.
There were 9,345,018 shares of the Registrant's common stock
outstanding prior to the completion of the Agreement, and 13,345,018 on the
closing of the Agreement.
The principal stockholders of the Registrant prior to the
completion of the Agreement and their percentage of ownership of the
outstanding voting securities of the Registrant, assuming 9,345,018
outstanding shares of common stock, were:
Amount and Nature Percent
of Beneficial of
Name Ownership Class
Barbara Fytton 1,489,800 15.9%
4 Cavendish Court,
Cardigan Road
Richmond, Surrey
England TW106BL
Richard K. Goldring 1,000,000 10.7%
5 Fox Chase Drive
Watchung, New Jersey 07060
Nicole Leigh* 1,452,900 15.5%
215 NE 23rd Street W309
Wilton Manors, FL 33305
Jeffrey Olweean* 1,452,900 15.5%
3850 Galt Ocean Drive 706
Ft. Lauderdale, FL 33308
TOTALS 5,395,600 57.6%
*Director and/or executive officer.
Section 3.2 of the Agreement provides that the Board of Directors
shall be increased to six members by an amendment to the Bylaws, and that the
present members of management or the Registrant shall select three members,
and that the Sunrise Stockholder or Sunrise shall select the other three
members. The Bylaws shall also be amended to indicate that the presence of
four members will be a quorum for the transaction of ordinary business, and
that five members will be required for actions taken with respect to
amendments to the Articles of Incorporation, Bylaws, dissolutions, litigation,
mergers, consolidations, redemptions of shares, declarations of dividends, the
issuance, sale or creation of additional numbers or classes of equity
securities or the transfer, conveyance or pledge of any of the securities of
the Registrant held by a principal stockholder. Until a voting agreement is
negotiated and executed by the parties, the Sunrise Stockholder shall vote all
shares issued under the Agreement for present members of management.
(b) The following table contains information regarding
share holdings of the Registrant's directors and executive officers and those
persons or entities who beneficially own more than 5% of the Registrant's
common stock, following the closing of the Agreement, and assuming 13,345,018
outstanding shares of common stock:
Amount and Nature Percent
of Beneficial of
Name Title Ownership Class
Barbara Fatten Stockholder 1,489,800 11.1%
4 Cavendish Court,
Cardigan Road
Richmond, Surrey
England TW106BL
Richard K. Goldring Stockholder 5,000,000 37.5%
5 Fox Chase Drive
Watchung, New Jersey 07060
Nicole Leigh Director and 1,452,900 10.8%
215 NE 23rd Street W309 Officer
Wilton Manors, FL 33305
Jeffrey Olweean Director and 1,452,900 10.8%
3850 Galt Ocean Drive 706 Officer
Ft. Lauderdale, FL 33308
TOTALS 9,395,600 70.4%
All officers and directors
as a group (2) 2,905,580 21.7%
Item 2. Acquisition or Disposition of Assets.
See Item 1 of this Report. Despite the fact that Mr. Goldring owned
approximately 7.4% of the outstanding voting securities of the Registrant
immediately prior to the completion of the Agreement, the consideration
exchanged under the Agreement was negotiated at "arms length" between the
directors and executive officers of the Registrant and the Sunrise Stockholder
and Sunrise. The members of the Board of Directors of the Registrant
examined criteria used in similar proposals involving the Registrant in the
past, including the relative value of the assets of the Registrant; its
present and past business operations; the future potential of Sunrise; its
management; and the potential benefit to the Registrant and its stockholders.
The members of the Board of Directors determined in good faith that the
consideration for the exchange was reasonable, under these circumstances.
For information regarding the assets and business operations of
Sunrise, see Item 7, Exhibit 10.
Item 7. Financial Statements and Exhibits.
(a) Financial Statements of Business Acquired.
Audited financial statements of Sunrise are currently being
prepared, and will be filed with the Securities and Exchange
Commission as an amendment to this Report on or about February
15, 2000, which is 75 days after the completion of the Agreement.
(b) Pro Forma Financial Information.
Pro Forma financial statements, taking into account the completion
of the Agreement, are being prepared and will be filed with the
Securities and Exchange Commission on or before February 15, 2000.
(c) Exhibits.
10 Reorganization Agreement.
Schedule A-Description of Assets.
Unaudited Balance Sheet of Sunrise.
99 Press Release dated December 30, 1999.
SIGNATURES
Pursuant to the requirements of the Securities and Exchange Act of
1934, the Registrant has duly caused this Report to be signed on its behalf by
the undersigned hereunto duly authorized.
The Internet Advisory Corporation
Date: 1/18/2000 By/s/ Jeffrey Olweean
-----------------------------
Jeffrey Olweean
President and Director