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 ------ -------------------------- Jeffrey Olweean President and Director