SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K/A
FIRST AMENDED CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act
June 22, 1998
Date of Report
(Date of Earliest Event Reported)
THE INTERNET ADVISORY CORPORATION
(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, FL 33304
(Address of Principal Executive Offices)
Registrant's Telephone Number
(888) 522-0958
OLYMPUS M.T.M. CORPORATION
5525 South 900 East, Suite 110
Salt Lake City, UT 84117
(Former Name or Former Address if changed Since Last Report)
Item 7. Financial Statements and Exhibits.
(a) Financial Statements of Businesses Acquired.
THE INTERNET ADVISORY CORPORATION
Financial Statements
and
Independent Auditors' Report
December 31, 1997
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 as of December 31, 1997, and the related statements of operations,
stockholders' deficit, and cash flows for the Period from Inception [August 8,
1997] through December 31, 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 audits provide 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, 1997, and the results of operations and cash
flows for the Period from Inception [August 8, 1997] through December 31,
1997, in conformity with generally accepted accounting principles.
The accompanying financial statements have been prepared assuming that the
Company will continue as a going concern. As discussed in Note 2 to the
consolidated financial statements, the Company has experienced losses from
operations, and has a net working capital deficiency that raise substantial
doubt about its ability to continue as a going concern. Management's plans in
regard to these matters are also described in Note 2. The financial
statements do not include any adjustments that might result from the outcome
of this uncertainty.
Mantyla, McReynolds and Associates
Salt Lake City, Utah
August 31, 1998
The Internet Advisory Corporation
Balance Sheet
December 31, 1997
ASSETS
Current Assets:
Cash $ 62,123
Total Current Assets 62,123
Property and Equipment - Note 6 16,159
Less: Accumulated depreciation (808)
Net Property and Equipment 15,351
Total Assets $ 77,474
LIABILITIES AND STOCKHOLDERS' DEFICIT
Liabilities:
Current Liabilities:
Accounts payable $ 13,365
Accrued liabilities 1,203
Unearned Income 90,461
Total Current Liabilities 105,029
Total Liabilities 105,029
Stockholders' Deficit:
Capital Stock -- 20,000,000 shares authorized
having no par value; 2,010,000 shares issued
and outstanding 20,100
Accumulated Deficit (47,655)
Total Stockholders' Deficit (27,555)
Total Liabilities and Stockholders' Deficit $ 77,474
See accompanying notes to financial statements.
The Internet Advisory Corporation
Statement of Operations
For the Period From Inception [August 8, 1997] Through December 31, 1997
Revenues $ 37,560
Cost of Goods Sold 28,167
Gross Profit 9,393
General and Administrative Expenses 57,048
Net Loss Before Income Taxes (47,655)
Current Year Provision for Income Taxes -0-
Net Loss $ (47,655)
Loss Per Share $ (.02)
Weighted Average Shares Outstanding 2,010,000
See accompanying notes to financial statements.
The Internet Advisory Corporation
Statement of Stockholders' Equity/(Deficit)
For the Period From Inception [August 8, 1997] Through December 31, 1997
Net
Common Common Accumulated Stockholders'
Shares Stock Deficit Equity/(Deficit)
Issued stock for cash,
August 8, 1997 2,000,000 20,000 -0- 20,000
Issued stock for
services 10,000 100 -0- 100
Net loss for the Year Ended
December 31, 1997 (47,655) (47,655)
Balance, December
31, 1997 2,010,000 $ 20,100 $(47,655) $ (27,555)
See accompanying notes to financial statements.
The Internet Advisory Corporation
Statement of Cash Flows
For the Period From Inception [August 8, 1997] Through December 31, 1997
Cash Flows Provided by/(Used for) Operating
Activities
Net Loss $(47,655)
Adjustments to reconcile net income to net cash
provided by operating activities:
Depreciation 808
Issued stock for services 100
Increase in current liabilities 105,029
Net Cash Provided by Operating Activities 58,282
Cash Flows Used for Investing Activities
Purchases of property and equipment (16,159)
Net Cash Used for Investing Activities (16,159)
Cash Flows Provided by Financing Activities
Issued stock for cash 20,000
Net Cash Provided by Financing Activities 20,000
Net Increase in Cash 62,123
Beginning Cash Balance -0-
Ending Cash Balance $ 62,123
Supplemental Disclosure of Cash Flow
Information:
Cash paid during the year for interest $ -0-
Cash paid during the year for income taxes $ -0-
See accompanying notes to financial statements.
The Internet Advisory Corporation
Notes to Financial Statements
December 31, 1997
NOTE 1 ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
(a) Organization
The Internet Advisory Corporation incorporated under the laws of
the State of Florida in 1997. The Company is in the business of providing
Internet Access Service and Web Design.
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, 1997 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
$62,123 cash at December 31, 1997.
(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 LIQUIDITY/GOING CONCERN
The Company has accumulated losses from inception through December
31, 1997 amounting to $47,655, and has a net working capital deficiency at
December 31, 1997. These factors raise substantial doubt about the Company's
ability to continue as a going concern.
Management plans include equity and debt financings to increase its
working capital. The consolidated financial statements do not include any
adjustments that might result from the outcome of this uncertainty.
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, 1997 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 SUBSEQUENT EVENTS
On June 22, 1998, the Company entered into an agreement and plan of
merger with Olympus M.T.M. Corporation, wherein the Company exchanged all of
its assets and liabilities as of May 31, 1998 for 6,000,000 shares of Olympus
M.T.M. Corporation. Immediately subsequent to the exchange, the Company's
shareholders held approximately 83% of the outstanding shares of Olympus
M.T.M. Corporation. The Company intends to continue its operations in the
Olympus M.T.M. Corporation structure and to ultimately change the name of
Olympus M.T.M. Corporation to The Internet Advisory Corporation. The
transaction will be accounted for as a purchase.
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 $16,159 $ (808) SL/5
NOTE 7 OFFICE LEASE
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.
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, 1997 is $1,560. Future minimum lease
payments are as follows:
1998 $ 22,584
1999 33,876
2000 33,876
2001 33,876
2002 33,876
(b) Pro Forma Financial Information.
The Internet Advisory Corporation
Formerly
Olympus M.T.M. Corporation
Pro Forma Financial Statements
June 30, 1998
The Internet Advisory Corporation
Formerly
Olympus M.T.M. Corporation
Pro Forma Balance Sheet
(Unaudited)
ASSETS
June 30, 1998
Current Assets
Cash $ 15,391
Total Current Assets 15,391
Equipment, net 23,158
Other Assets 7,002
TOTAL ASSETS $ 45,551
LIABILITIES AND STOCKHOLDERS' DEFICIT
Current Liabilities
Accounts payable $ 15,169
Loan from stockholder 5,890
Unearned income 81,064
Total Current Liabilities 102,123
Stockholders' Deficit
Common stock 7,202
Additional paid in capital 3,068,838
Accumulated deficit (3,132,612)
Total Stockholders' Deficit (56,572)
TOTAL LIABILITIES AND
STOCKHOLDERS' EQUITY $ 45,551
See accompanying notes and Independent Accountants' report
The Internet Advisory Corporation
Formerly
Olympus M.T.M. Corporation
Pro Forma Statements of Operations
(Unaudited)
For the Six For the Six
Months Ended Months Ended
June 30, 1998 June 30, 1997
Revenues $ 182,594 $ -
Sales, general and
administrative expense 207,684 1,773
Net Loss $ (25,090) $ (1,773)
Net Loss per Share $ (0.01) $ (0.01)
Weighted Average Number
of Shares Outstanding 7,202,017 902,017
See accompanying notes and Independent Accountants' report
The Internet Advisory Corporation
Formerly
Olympus M.T.M. Corporation
Notes to Pro Forma Financial Statements
June 30, 1998
Note 1 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 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 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 total outstanding of 7,202,017 shares, or
83 %.
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.
OLYMPUS M.T.M. CORPORATION
Date: 9/3/98 By:/s/Jeffrey Olweean
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Jeffrey Olweean
President and Director