UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                   FORM 10-KSB

                  ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d)
                     OF THE SECURITIES EXCHANGE ACT OF 1934
                   For the Fiscal Year Ended December 31, 1999
                        Commission file number 000-30156

                              WHATSONLINE.COM, INC.
                              ---------------------
           (Name of small business issuer as specified in its charter)

         NEVADA                                          98-0170247
         ------                                          ----------
(State or other jurisdiction of                        (I.R.S. Employer
incorporation or organization)                         Identification No.)

15 Wertheim Court, Suite 311,  Richmond Hill, Ontario          L4B 3H7
-----------------------------  ----------------------          -------
(Address of principal executive offices)                      (Zip Code)

Registrant's telephone number, including area code:       (905) 709-8240

Securities registered under Section 12(b) of the Act:  None

Securities registered under Section 12(g) of the Act:

        Common Stock, $.00001 par value, listed on the OTC Bulletin Board
        -----------------------------------------------------------------

Indicate  by check  mark  whether  the  registrant:  (1) has filed  all  reports
required by Section 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 for the
past 90 days. Yes X No ____

Indicate by check mark if disclosure of delinquent  filers  pursuant to Item 405
of Regulation  S-K is not contained  herein,  and will not be contained,  to the
best  of  the  registrant's   knowledge,  in  definitive  proxy  or  information
statements  incorporated  by  reference  in Part  III of this  Form  10-K or any
amendment to this Form 10-K ( X )

Revenues for last fiscal year were $ 0

Aggregate   market  value  of  Common  Stock,   $0.00001  par  value,   held  by
non-affiliates  of the  registrant as of April 12, 2000:  $7,936,214.  Number of
shares of Common Stock,  $0.00001 par value,  outstanding  as of April 12, 2000:
24,632,404.

DOCUMENTS INCORPORATED BY REFERENCE: Proxy Statement for the 2000 Annual Meeting
of  Shareholders  (to be filed  with the  Commission  within  120 days after the
registrant's  fiscal year end) is hereby incorporated by reference into Part III
of this Form 10-KSB.


                                                       1

<PAGE>

                          ANNUAL REPORT ON FORM 10-KSB
                   FOR THE FISCAL YEAR ENDED DECEMBER 31, 1999


<TABLE>
                                TABLE OF CONTENTS
<CAPTION>

                                                                                                  Page
<S>                                                                                               <C>
PART I
Item 1.   Business                                                                                1
Item 2.   Properties                                                                              4
Item 3.   Legal Proceedings                                                                       5
Item 4.   Submissions of Matters to a Vote of Security Holders                                    5

PART II
Item 5.   Market for the Registrants' Common Equity and Related
              Stockholder Matters                                                                 5
Item 6.   Management's Discussion and Analysis of Financial Condition
              and Results of Operations                                                           6
Item 7.   Financial Statements                                                                    7
Item 8.   Changes in and Disagreements With Accountants on Accounting
              and Financial Disclosure                                                            22

PART III
Item 9.  Directors and Executive Officers of the Registrant                                       22
Item 10.  Executive Compensation                                                                  22
Item 11.  Security Ownership of Certain Beneficial Owners and Management                          22
Item 12.  Certain Relationships and Related Transactions                                          22

PART IV
Item 13.  Exhibits and Reports on Form 8-K                                                        23

</TABLE>

                                                       2

<PAGE>

                                     PART I

ITEM 1.     BUSINESS

     Except for the historical  information  contained herein, the discussion in
this Annual Report on Form 10-KSB contains  certain  forward-looking  statements
that involve risk and uncertainties,  such as statements of the Company's plans,
objectives,  expectations and intentions. The cautionary statements made in this
document  should  be read as being  applicable  to all  related  forward-looking
statements  wherever they appear in this document.  The Company's actual results
could differ materially from those discussed herein.

                                   THE COMPANY

     WhatsOnline.com,  Inc.  ("WhatsOnline"  or the "Company")  operates a media
streaming portal website (www.whatsonline.com) and a website focused on the home
improvement market  (www.callapro.com)  . The Company was incorporated under the
laws of the State of Utah on July 14,  1983,  under  the name of Far West  Gold,
Inc. On June 30,  1997,  the  stockholders  authorized a name change to American
Alliance  Corporation and authorized a change in the state of registration  from
Utah to Nevada. In January, 1999, the company entered into the field of targeted
Internet streaming with the launch of www.eviewonline.com which was subsequently
merged with  www.whatsonline.com . On May 20, 1999, the Company changed its name
to WhatsOnline.com, Inc.

                             DESCRIPTION OF BUSINESS

     Callapro.com  and   Whatsonline.com  are  wholly  owned  online  assets  of
WhatsOnline.com, Inc. Callapro.com (www.callapro.com),  is an online marketplace
providing  expert  advice  and  services  to  homeowners  through a  network  of
qualified home improvement professionals,  a comprehensive resource center, with
links to over 10,000 third party  home-related  web sites,  informative  feature
articles, and a broad suite of valuable proprietary tools.

     Using our free quote service and comprehensive resource center,  homeowners
visiting  Callapro.com are able to intelligently find, select and work with home
improvement  professionals.  Professionals,  who are  members of  Callapro.com's
professional  network,  are  able to grow  their  business  by  responding  to a
homeowner's request for a quote.

     Whatsonline.com  was developed as an aggregator and presentation portal for
targeted Internet streaming media content.  Visitors to www.whatsonline.com  are
able to access audio and video streamed news,  entertainment,  sports,  fashion,
finance, medicine,  technology,  politics,  religion and education online, along
with an array of additional offerings from leading content providers, worldwide.

www.whatsonline.com
-------------------

     The Company's  website  www.whatsonline.com  was developed as an aggregator
and presentation portal for targeted Internet streaming media content.

     Streaming media  technology has enhanced the graphical  capabilities of the
Internet.  Prior to  streaming  technology,  users could not play audio or video
clips until they had been downloaded in their entirety, resulting in significant
waiting times.

     Traditionally,  web servers have  functioned  by  transmitting  information
requests as quickly as possible, disconnecting, and then serving other requests.
Web browsers receive this information and assemble it on the computer screen for
viewing.  This type of  transmission  works well for static  graphics  and text;
however,  it is very  problematic  for  moving  images  and  sound  from  video,
animation and music  because the files are very large and cannot be  transmitted
in a  reasonable  time frame.  The download  time for these large files,  even a
short video clip, is, for most users, unbearable.

     With  streaming  media  technology,  data is transmitted to the user as the
media is viewed, in a continuous

                                        3

<PAGE>

connection.  This  continuous  stream  is  similar  to  watching  television  or
listening  to the radio,  where the images or audio is received  just before you
see the image or hear the sounds.  The advantage of streaming  media  technology
over television and radio,  however,  is that the user may view or listen to the
clip at any time,  rather than when the radio or television  station  chooses to
air it.

www.callapro.com
----------------

     The  Company's  website,   www.callapro.com  ,  is  an  online  marketplace
providing  expert  advice  and  services  to  homeowners  through a  network  of
qualified home improvement professionals,  a comprehensive resource center, with
links to over 10,000 third party  home-related  web sites,  informative  feature
articles, and a broad suite of valuable proprietary tools.

     Using our free quote service and comprehensive resource center,  homeowners
visiting  Callapro.com are able to intelligently find, select and work with home
improvement  professionals.  Professionals,  who are  members of  Callapro.com's
professional  network,  are  able to grow  their  business  by  responding  to a
homeowner's request for a quote.

     The home improvement  marketplace is one of the largest and most fragmented
markets  in  North  America.  According  to the  National  Association  of  Home
Builders,  over $126 billion dollars were spent on residential home improvements
projects in 1999.  Serving  this  marketplace  is an  estimated  900,000  mostly
independent home- improvement professionals (tradesmen,  contractors,  designers
and architects).

Employees
---------

     At December  31,  1999,  the Company  employed 13 full time and 1 part-time
person. To the best of the Company's  knowledge,  none of the Company's officers
or directors is bound by restrictive covenants from prior employers. None of the
Company's  employees  are  represented  by  labor  unions  or  other  collective
bargaining  groups. The Company considers its relationship with its employees to
be excellent.

Intellectual Property
---------------------

     The Company  relies on a combination  of trademark,  copyright  law,  trade
secret protection, confidentiality agreements and other contractual arrangements
with  employees,  vendors  and  others to  protect  its  rights to  intellectual
property. Theses measures,  however, may be inadequate to deter misappropriation
of proprietary  information.  The Company has begun the process to trademark its
name in the United States and certain European countries.  Effective  trademark,
copyright and trade secret  protection  may not be available in every country in
which WhatsOnline offers or intend to offer its services.  Failure to adequately
protect its intellectual  property could harm the Company's  brand,  devalue its
proprietary content and affect the Company's ability to compete effectively.

Environmental Matters
---------------------

     The Company  believes  it conducts  its  business  in  compliance  with all
environmental laws presently  applicable to its facilities.  To date, there have
been no expenses incurred by the Company related to environmental issues.

Government Regulation
---------------------

     The Company is not subject to any direct governmental regulation other than
the securities laws and regulations  applicable to all publicly owned companies,
and laws and regulations applicable to businesses generally.

ITEM 2:  PROPERTIES

     The Company's office is located at 15 Wertheim Court,  Suite 311,  Richmond
Hill,  Ontario,  L4B 3H7.  This  office is 2180  square  feet and is leased  for
$3203.79 Canadian per month, until February 2, 2001, with an option to renew for
a further 5 years. The Company  subleases 143.4 square feet of this office space
located to EquityAlert.com,

                                        4

<PAGE>

Inc. for $250.00  Canadian per month,  until  February 28, 2002.  Mr.  Harmel S.
Rayat,  a  Director  and  shareholder  of the  Company  is also a  Director  and
shareholder of EquityAlert.com, Inc.

ITEM 3: LEGAL PROCEEDINGS

     The Company is not involved in any pending legal proceedings.

ITEM 4: SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

     There were no matters  submitted to a vote of the  security  holders in the
fourth quarter of 1999.

                                     PART II

ITEM 5:  MARKET  FOR THE  REGISTRANT'S  COMMON  EQUITY AND  RELATED  STOCKHOLDER
         MATTERS.

(a)     Market Information

     The  Company's  Common  Stock is listed on the Pink Sheet  market under the
symbol  "WHAT".  The following  table sets forth the high and low closing prices
for the periods indicated:

<TABLE>
<CAPTION>
                                                              High              Low
<S>           <C>                                             <C>               <C>
First Quarter 1998                                            $  1.63           $  1.19
Second Quarter 1998                                           $  2.82           $  1.06
Third Quarter 1998                                            $  3.38           $  0.88
Fourth Quarter 1998                                           $  3.25           $  2.44
First Quarter 1999                                            $  5.13           $  1.88
Second Quarter 1999                                           $  5.50           $  2.00
Third Quarter 1999                                            $  4.25           $  0.75
Fourth Quarter 1999                                           $  1.63           $  1.00

</TABLE>

(b)     Holders

     As at March 16, 2000 there were  approximately 306 registered  stockholders
of record of the Company's Common Stock.

(c)     Dividend Policy

     The Company has never paid a dividend  and does not  anticipate  paying any
dividends in the  foreseeable  future.  It is the present policy of the Board of
Directors to retain the Company's  earnings,  if any, for the development of the
Company's business.

                                        5

<PAGE>

ITEM 6: MANAGEMENT'S  DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
        OF OPERATIONS

     The following  discussion  should be read in conjunction with the financial
statements and notes thereto included in Item 7 of this Form 10-KSB.  Except for
the  historical  information  contained  herein,  the  discussion in this Annual
Report on Form 10-KSB contains certain  forward-looking  statements that involve
risk and uncertainties,  such as statements of the Company's plans,  objectives,
expectations  and  intentions.  The cautionary  statements made in this document
should be read as being  applicable  to all related  forward-looking  statements
wherever they appear in this document. The Company's actual results could differ
materially from those discussed here.

OVERVIEW
--------

     Callapro.com  and   Whatsonline.com  are  wholly  owned  online  assets  of
WhatsOnline.com, Inc. Callapro.com (www.callapro.com),  is an online marketplace
providing  expert  advice  and  services  to  homeowners  through a  network  of
qualified home improvement professionals,  a comprehensive resource center, with
links to over 10,000 third party  home-related  web sites,  informative  feature
articles, and a broad suite of valuable proprietary tools.

     Using our free quote service and comprehensive resource center,  homeowners
visiting  Callapro.com are able to intelligently find, select and work with home
improvement  professionals.  Professionals,  who are  members of  Callapro.com's
professional  network,  are  able to grow  their  business  by  responding  to a
homeowner's request for a quote.

     Whatsonline.com  was developed as an aggregator and presentation portal for
targeted Internet streaming media content.  Visitors to www.whatsonline.com  are
able to access audio and video streamed news,  entertainment,  sports,  fashion,
finance, medicine,  technology,  politics,  religion and education online, along
with an array of additional offerings from leading content providers, worldwide.

     To date, the Company has incurred  significant ongoing operating losses due
to costs related to business  development,  website development,  management and
staff  recruitment  and  other  costs  associated  with  establishing  corporate
infrastructure  necessary for expanding on a national  basis.  Although  planned
principal  operations  have commenced,  there have been no significant  revenues
derived therefrom.

RESULTS OF OPERATIONS
---------------------

Revenues.  The Company did not generate revenues for the year ended December 31,
1999,  compared to $66,426 for 1998.  Fiscal 1998 revenues were generated by the
Company's wholly owned subsidiary, Rowland Carmichael & Associates, Inc.

General and Administrative Expenses.  During 1999, the Company incurred $747,990
in general and administrative  expenses,  an increase of 111% over 1998 expenses
of $355,022.  The increase is primarily  attributable  to additional  salary and
operating expenses related to the development and launch the Company's websites.

Interest  Income.  Interest  income was  $33,331 and $71,057 for the years ended
December 31, 1999, and 1998, respectively. Interest earned in the future will be
dependent on Company funding cycles and prevailing interest rates.

Provision for Income Taxes.  As of December 31, 1999, the Company's  accumulated
deficit was $1,537,618  and as a result,  there has been no provision for income
taxes to date.

LIQUIDITY AND CAPITAL RESOURCES
-------------------------------

     At  December  31,  1999,  the  Company  had a cash  balance of  $1,905,478,
compared to a cash balance of $1,225,276 at December 31, 1998.

     During  1999,  the  Company  used  $606,622  of  net  cash  from  operating
activities as compared to $187,116 of net cash used in 1998. The increase in the
net cash used in operating activities was due mainly to the increase in the

                                        6

<PAGE>

net loss between  years.  As at December  31,  1999,  the Company had $20,726 in
accounts  payable,  an increase of $2,912, or 16%, over the amount of $17,814 as
December 31, 1998.

     Net cash used in investing  activities  was $253,176 for 1999,  compared to
net cash  used of  $38,921  for  1998.  The  increase  in the net  cash  used in
investing  activities  was due mainly to purchasing  equipment for the Company's
websites in 1999 and the purchase of a domain name.

     Net cash provided by financing  activities was $1,540,000 for 1999 compared
to $0 for 1998.  The Company  has  financed  its  operations  primarily  through
private placements of Common Shares and the exercise of stock options.

     The Company's future funding  requirements will depend on numerous factors.
These factors include the Company's ability to establish and profitably  operate
its  websites,  recruit  and train  qualified  management,  technical  and sales
personnel,   and  the  Company's  ability  to  compete  against  other,   better
capitalized corporations who offer similar web based services.

     Due to the "start  up"  nature of the  Company's  businesses,  the  Company
expects to incur losses as it expands.  The Company expects to raise  additional
funds through  private or public equity  investment in order to expand the range
and scope of its business operations. The Company will seek access to private or
public  equity  but there is no  assurance  that such  additional  funds will be
available for the Company to finance its operations on acceptable  terms,  if at
all. See "Risk Factors" for additional details.

ITEM 7: FINANCIAL STATEMENTS


                             WHATSONLINE.COM, INC.
                                Vancouver, B.C.

                                  AUDIT REPORT

                           DECEMBER 31, 1999 AND 1998

                                       7

<PAGE>

                                    CONTENTS


Independent Auditors' Report. . . . . . . . . . . . . . . . . . . . . . .      9

Consolidated Balance Sheet at December 31, 1999 and 1999. . . . . . . . .     10

Consolidated Statement of Operations For the Years Ended
   December 31, 1999 and 1999, and From Inception (July 14, 1983)
   To December 31, 1999 . . . . . . . . . . . . . . . . . . . . . . . . .     11

Consolidated Statement of Stockholders' Equity From Inception
   (July 14, 1983) To December 31, 1999 . . . . .  . . . . . . . . . . .      12

Consolidated Statement of Cash Flows For the Years Ended
   December 31, 1999 and 1999, and From Inception (July 14, 1983)
   To December 31, 1999  . . . . . . . . . . . . . . . . . . . . . . . .   13-14

Notes to the Consolidated Financial Statements . . . . . . . . . . . . .   15-21

All  schedules  are omitted  because  they are not  applicable  or the  required
information is shown in the financial statements or notes thereto.

                                       8

<PAGE>

                          INDEPENDENT AUDITORS' REPORT

Board of Directors
WhatsOnLine.Com, Inc.
Richmond Hill, Ontario, Canada

We have  audited the  consolidated  balance  sheet of  WhatsOnLine.Com,  Inc. (A
Development Stage Company),  (the Company),  and subsidiaries as of December 31,
1999  and  1998,  and  the  related   consolidated   statements  of  operations,
stockholders'  equity and cash flows for the years then ended and for the period
from Inception (July 14, 1983) to December 31, 1999. 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 of the  financial  statements  provides a  reasonable
basis for our opinion.

In our opinion,  the financial  statements  referred to above present fairly, in
all material respects,  the consolidated  financial position of WhatsOnLine.Com,
Inc. as of December  31, 1999 and 1998,  and the  consolidated  results of their
operations  and their  consolidated  cash  flows for the years  then  ended,  in
conformity with generally accepted accounting principles.

As discussed in Note 1, the Company has been in the development  stage since its
inception  on July 14, 1983,  and although  planned  principal  operations  have
commenced, there have been no significant revenues derived therefrom.

/s/ Clancy and Co., P.L.L.C.
----------------------------
Clancy and Co., P.L.L.C.
Phoenix, Arizona 85016

February 28, 2000


                                        9

<PAGE>

                              WHATSONLINE.COM, INC.
                          (A Development Stage Company)
                           CONSOLIDATED BALANCE SHEET
                           DECEMBER 31, 1999 AND 1998


<TABLE>
<CAPTION>

                                                                                      1999               1998
                                                                                      ----               ----
<S>                                                                                   <C>                <C>
                                         ASSETS
Current Assets
  Cash and Cash Equivalents                                                           $ 1,905,478        $ 1,225,276
  Security Deposit                                                                            673                  0
                                                                                        1,906,151          1,225,276

Property and Equipment, Net (Note 3)                                                      195,735              7,937

Other Assets
   Intangible Assets, net of amortization (Note 4)                                        48,750                  0
   Organization Costs                                                                        649                 649
Total Other Assets                                                                        49,399                 649

Total  Assets                                                                         $ 2,152,285        $ 1,233,862

                                LIABILITIES AND STOCKHOLDERS' EQUITY

Liabilities                                                                            $   20,726        $    17,814
Stockholders' Equity
   Preferred Stock: Authorized $0.0001 Par Value,5,000,000
     Shares; Issued and Outstanding, NONE                                                    None               None
   Common Stock: Authorized $0.00001 Par Value, 100,000,000
     Share; Issued and Outstanding, 24,632,404 and 23,052,404                                 246                231
   Additional Paid In Capital                                                           3,583,761          2,043,776
   Loss Accumulated During the Development Stage                                       (1,537,618)          (827,959)
   Accumulated Other Comprehensive Income                                                  84,170                  0
Total Stockholders' Equity                                                              2,130,559          1,216,048

Total Liabilities and Stockholders' Equity                                            $ 2,151,285        $ 1,233,862

</TABLE>


                                       10
   The accompanying notes are an integral part of these financial statements.

<PAGE>

                              WHATSONLINE.COM, INC.
                          (A Development Stage Company)
                      CONSOLIDATED STATEMENT OF OPERATIONS
               FOR THE YEARS ENDED DECEMBER 31, 1999 AND 1998, AND
               FROM INCEPTION (JULY 14, 1983) TO DECEMBER 31, 1999


<TABLE>
<CAPTION>

                                                                                                                From
                                                                                                                Inception (July
                                                                        Year Ended       Year Ended             14, 1983) to
                                                                        December 31,     December 31,           December 31,
                                                                        1999             1998                   1999
                                                                        ----             ----                   ----
<S>                                                                     <C>              <C>                    <C>
Revenues                                                                $         0      $    66,426            $      66,426

Operating Expenses
   General and Administrative                                               747,990          355,022                1,710,721
   Asset Write-Down (Note 1)                                                      0           14,338                   14,338
Total Operating Expenses                                                    747,990          369,360                1,725,059

Operating Loss                                                             (747,990)        (302,934)              (1,658,633)

Other Income
   Interest Income                                                           38,331           71,057                  121,015

Net Loss Available to Common Stockholders                               $  (709,659)     $  (231,877)           $  (1,537,618)

Basic Loss Per Common Share                                             $     (0.03)     $     (0.01)           $       (0.07)

Basic Weighted Average Number of Common                                  23,239,904       23,052,404               23,239,904

</TABLE>


                                       11
   The accompanying notes are an integral part of these financial statements.

<PAGE>

                              WHATSONLINE.COM, INC.
                          (A Development Stage Company)
                 CONSOLIDATED STATEMENT OF STOCKHOLDERS' EQUITY
               FROM INCEPTION (JULY 14, 1983) TO DECEMBER 31, 1999

<TABLE>
<CAPTION>
                                                                                                     Loss
                                                                                                     Accumulated Accumulated
                                                                                          Additional During the  Other
                                                 Preferred  Stock     Common    Stock     Paid In    Development Comprehensive
                                                 Shares     Amount    Shares    Amount    Capital    Stage       Income    Total
                                                 ------     ------    ------    ------    -------    -----       ------    -----
<S>                                              <C>        <C>       <C>       <C>       <C>        <C>         <C>       <C>
Common Stock Issued For Cash
  at $0.003 Per Share, August 26, 1983               0      $     0     20,368  $     0   $   15,000 $        0            $  15,000


Net Loss From Inception (July 14, 1983)
  Through December 31, 1983                                                                              (2,888)             (2,888)

Balance, December 31, 1983                           0            0     20,368        0       15,000     (2,888)              12,112

Common Stock Issued - Public Offering at
  $0.01 Per Share, October 1984                                         52,036        1      130,089                         130,090

Cost of Offering                                                                             (27,547)                       (27,547)

Net Loss, Year Ended December 31, 1984                                                                  (15,327)            (15,327)

Balance, December 31, 1984                           0            0     72,404        1      117,542    (18,215)              99,328

Capital Contribution, 1990                                                                     4,364                           4,364

Net Loss, Year Ended December 31, 1985
  Through 1990                                                                                         (103,692)           (103,692)

Balance, December 31, 1990                           0            0     72,404        1      121,906   (121,907)                   0

Capital Contribution, 1991                                                                       100                             100

Net Loss, Year Ended December 31, 1991                                                          (100)                          (100)

Balance, December 31, 1991                           0            0     72,404        1      122,006   (122,007)                   0

Loss year Ended December 31, 1992                                                                          (141)               (141)

Balance, December 31, 1992                           0            0     72,404        1      122,006   (122,148)               (141)

Net Loss, Year Ended December 31,1993                                                                      (204)               (204)

Balance, December 31, 1993                           0            0     72,404        1      122,006   (122,352)               (345)

Net Loss, Year Ended December 31, 1994                                                                     (100)               (100)

Balance, December 31, 1994                           0            0     72,404        1      122,006   (122,452)               (445)

Common Stock Issued To Satisfy Current
  Liabilities at $0.001 Per Share,
  December 31, 1995                                                     80,000        1       19,999                          20,000

Net Loss, Year Ended December 31, 1995                                                                  (22,215)            (22,215)

Balance, December 31, 1995                           0            0    152,404        2      142,005   (144,667)             (2,660)

Common Stock Issued In Exchange For
  Services at $0.005 Per Share,
  April 16, 1996                                                     8,000,000       80        1,920                           2,000

Common Stock Issued For Cash at $0.05
  Per Share, May 9, 1996                                             8,000,000       80      199,920                         200,000

Net Loss, Year Ended December 31, 1996                                                      (195,628)                      (195,628)

Balance, December 31, 1996                           0            0 16,152,404      162      343,845    (340,295)              3,712
  Common Stock Issued For Cash and
  Services at $0.015 Per Share,
  June 30, 1997                                                      4,000,000       40      299,960                         300,000

Common Stock Issued For Cash at $0.50
  Per Share, October 24, 1997                                        2,000,000       20      499,980                         500,000

Common Stock Issued For Cash at $0.20
  Per Share, December 19, 1997                                         900,000        9      899,991                         900,000

Net Loss, Year Ended December 31, 1997                                                      (255,787)                      (255,787)

Balance, December 31, 1997                           0            0 23,052,404      231    2,043,776    (596,082)          1,447,925

Net Loss, Year Ended December 31, 1998                                                                  (231,877)          (231,877)

Balance, December 31, 1999                           0            0 23,052,404      231    2,043,776    (827,959)          1,216,048

Stock Options Exercised at $.50 Share,
  February 9, 1999                                                      12,000                 6,000                           6,000

Stock Options Exercised at $.50 Share,
  March 9, 1999                                                          6,000                 3,000                           3,000

Stock Options Exercised at $.50 Share,
  April 16, 1999                                                        62,000                31,000                          31,000

Common Stock Issued For Cash, at $1.00
  Per Share, December 23, 1999                                       1,500,000       15    1,499,985                       1,500,000

Net Loss, Year Ended December 31, 1999                                                                  (709,659)          (709,659)

Other Comprehensive Income:
  Translation Adjustments                                                                                           84,710    84,710

Balance, December 31, 1999                           0    $       0 24,632,404  $   246   $ 3,583,761 (1,537,618)  $84,170 2,130,559

</TABLE>

                                       12
   The accompanying notes are an integral part of these financial statements.

<PAGE>



                              WHATSONLINE.COM, INC.
                          (A Development Stage Company)
                      CONSOLIDATED STATEMENT OF CASH FLOWS
               FOR THE YEARS ENDED DECEMBER 31, 1999 AND 1998, AND
               FROM INCEPTION (JULY 14, 1983) TO DECEMBER 31, 1999


<TABLE>
<CAPTION>
                                                                                                 From
                                                                                                 Inception
                                                                                                 (July 14,
                                                              Year Ended        Year Ended       1983) to
                                                              December 31,      December 31,     December 31,
                                                              1999              1998             1999
                                                              ----              ----             ----
<S>                                                           <C>               <C>              <C>
Cash Flows From Operating Activities
  Net Loss                                                    $  (709,659)      $  (231,877)     $ (1,537,618)
  Adjustments to Reconcile Net Loss to Net Cash
  Used In Operating Activities
       Investment in Subsidiary                                         0            11,274            11,274
       Depreciation and Amortization                               16,628             1,984            18,612
       Common Stock Issued for Services                                 0                 0           257,000
       Common Stock Issued Issued for
           Conversion of Debt                                           0                 0            20,000
       Foreign Currency Translation Adjustments                    84,170                 0            84,170
       Asset Write-Down                                                 0            14,338            14,338
  Changes in Assets and Liabilities
      (Increase) Decrease in Organization Costs                         0              (649)             (649)
      (Increase) Decrease in Security Deposit                        (673)                0                    (673)
       Increase (Decrease) in Accrued Liabilities                   2,912            17,814            20,726
  Total Adjustments                                               103,037            44,761           424,798
Net Cash Used In Operating Activities                            (606,622)         (187,116)       (1,112,820)

Cash Flows From Investing Activities
  Purchase of Property and Equipment                             (203,176)           (9,921)         (213,097)
  Purchase of Domain Name                                         (50,000)                0           (50,000)
  Investment, Cash Paid For Acquisition                                 0           (29,000)          (29,000)
Net Cash Flows Used In Investing Activities                      (253,176)          (38,921)         (292,097)

Cash Flows From Financing Activities
  Proceeds From the Issuance of Common Stock                    1,540,000                 0         3,330,090
  Cost of Public Offering                                               0                 0           (27,547)
  Cash Acquired in Connection with
     Subsidiary                                                         0             3,388             3,388

</TABLE>

                                       13
    The accompanying notes are an integral part of these financial statements

<PAGE>


                              WHATSONLINE.COM, INC.
                          (A Development Stage Company)
                      CONSOLIDATED STATEMENT OF CASH FLOWS
               FOR THE YEARS ENDED DECEMBER 31, 1999 AND 1998, AND
               FROM INCEPTION (JULY 14, 1983) TO DECEMBER 31, 1999

<TABLE>
<CAPTION>
                                                                                                 From
                                                                                                 Inception (July
                                                              Year Ended        Year Ended       14, 1983) to
                                                              December 31,      December 31,     December 31,
                                                              1999              1998                   1999
                                                              ----              ----                   ----
<S>                                                           <C>               <C>                    <C>
Net Cash Provided By Financing Activities                         1,540,000              3,388            3,310,395

Increase (Decrease) in Cash and Cash Equivalents                    680,202           (222,649)                   0

Cash and Cash Equivalents, Beginning of Year                      1,225,276          1,447,925                    0

Cash and Cash Equivalents, End of Year                            1,905,478          1,225,276            1,905,478

Supplemental Disclosure of Cash Flow Information
Cash paid for:
  Interest                                                                0                  0                    0
  Income taxes                                                            0                  0                    0

Noncash Investing and Financing Activities:
  Issuance of Common Stock for Services                                   0                  0              257,000
  Common Stock Issued to Satisfy Current Liabilities                      0                  0               20,000
  Acquisition of 100% of Subsidiary in Exchange For
Cash
  Details of Acquisition:
  Fair Value of Assets                                                                  15,688               15,688
  Liabilities Assumed                                                                    1,026                1,026
  Book Value of Company                                                                 14,662               14,662
  Cash Paid For Acquisition                                                             29,000               29,000
  Goodwill Acquired                                                                     14,338               14,338
  Cash Acquired                                                                          3,388                3,388
  Total Acquisition                                                                     17,726               17,726

</TABLE>

                                       14
   The accompanying notes are an intergral part of these financial statements

<PAGE>


<PAGE>

                              WHATSONLINE.COM, INC.
                          (A Development Stage Company)
                 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
                           DECEMBER 31, 1999 AND 1998

NOTE 1 - ORGANIZATION
---------------------

     WhatsOnline.Com,   Inc.  (formerly  American  Alliance   Corporation)  (the
     Company) was incorporated  under the laws of the State of Utah, on July 14,
     1983  under the name Far West Gold,  Inc.,  with an  authorized  capital of
     50,000,000  shares of common  stock with a par value of one mil ($.001) per
     share. The Company changed its name to Far West Resources,  Inc. on May 14,
     1996. On April 15, 1996, the Board of Directors  authorized a reverse split
     of 500:1,  that was approved by the  stockholders on May 9, 1996. On May 9,
     1996, the stockholders  authorized an increase in the number of shares that
     the Company has  authority to issue to  105,000,000,  of which  100,000,000
     shares are $.001 par value common stock and  5,000,000  shares are $.10 par
     value preferred  stock. On September 22, 1997, the Company changed its name
     and  state  of  incorporation  from  Far  West  Resources,   Inc.,  a  Utah
     Corporation,  to American Alliance Corporation, a Nevada Corporation,  with
     the Nevada  Corporation being the surviving  corporation,  and authorized a
     decrease in the par value of capital stock.  Preferred  stock par value was
     adjusted  from $.10 to $.0001 and common stock par value was adjusted  from
     $.001 to $.00001. On May 4, 1999, the Board of Directors approved a forward
     split,  effective  May  14,  1999,  of  the  Company's  common  stock  on a
     two-for-one basis, with the par value remaining the same. All per share and
     per share  information  have been  adjusted  retroactively  to reflect  the
     decrease in par value of common stock and the stock splits.

     On July 14, 1983, the Company,  in connection with a 504D offering,  issued
     20,368 shares of common stock for cash at $.003 per share, or $15,000.

     During  October,  1984, the Company issued 52,036 shares of common stock at
     $.01 per share or $130,090,  less expenses of the offering of $27,547,  for
     net cash of $102,543.

     For the year  ended  December  31,  1990,  the  Company  received a capital
     contribution of $4,364 to pay expenses of the Company.

     For the year  ended  December  31,  1991,  the  Company  received a capital
     contribution of $100 to pay expenses of the Company.

     For the year ended  December 31, 1995,  the Company issued 80,000 shares of
     common  stock at $0.001 per share to  satisfy  current  liabilities  in the
     amount of $20,000.

     On April 16, 1996, the Company issued  8,000,000  shares of common stock at
     $0.0005 per share for services, or $200,000.

     On May 9, 1996,  the Company  issued  8,000,000  shares of common  stock at
     $0.05 per share for cash in the amount of $200,000.

NOTE 1 - ORGANIZATION (CONTINUED)
---------------------------------

     On June 30, 1997, the Company issued  4,000,000  shares of common stock for
     cash of $45,000 and $255,000 for services at $0.15 per share, or $300,000.

     On October 24, 1997, the Company issued 2,000,000 shares of common stock in
     a 504 D offering memorandum at $0.25 per share, or $500,000.

                                       15

<PAGE>

     On December 19, 1997,  the Company issued 900,000 shares of common stock in
     a 505 D offering memorandum at $1.00 per share, or $900,000. See Note 6.

     On January 9, 1998,  the Company  organized  American  Alliance,  Inc., its
     wholly  owned  subsidiary,  under the laws of the  State of Nevada  with an
     authorized  capital of 1,000 common  shares,  with a par value of $.001 per
     share, and with one share issued to WhatsOnLine.Com, Inc.

     On September 15, 1998, the Company acquired 100% of the outstanding  common
     stock of Rowland, Carmichael and Associates,  Inc., an Arizona-based broker
     dealer,  for $29,000,  for the development of an online brokerage  service.
     The book value of the assets  acquired  was $14,662  less cash  acquired of
     $3,388, for a net acquisition of $11,274.  Excess of market value over book
     value of assets  acquired,  or  goodwill,  was $14,338.  Subsequent  to the
     acquisition, the Company decided not to enter into the business of Internet
     brokerage services due to the capital infusion required for advertising and
     marketing  in  order to  attract  and  retain  customers  due to  increased
     competition  in this  industry.  Due to the  Company's  change in  business
     direction,  goodwill  was  determined  to be  permanently  impaired and was
     written off, and is included in operations, in accordance with Statement of
     Financial  Accounting  Standards  ("SFAS")  No.  121,  "Accounting  for the
     Impairment of Long-Lived  Assets and for  Long-Lived  Assets to be Disposed
     Of."

     On February 9, 1999,  the Company  issued 12,000 shares of common stock for
     the exercise of stock options at $.50 per share, or $6,000.

     On March 9, 1999,  the Company  issued 6,000 shares of common stock for the
     exercise of stock options at $.50 per share, or $3,000.

     On April 16, 1999, the Company issued 62,000 shares of common stock for the
     exercise of stock options at $.50 per share, or $31,000.

     On December 23, 1999, the Company issued  1,500,000  shares of common stock
     in  completion  of a private  offering  memorandum  at $1.00 per share,  or
     $1,500,000.

NOTE 1 - ORGANIZATION (CONTINUED)
---------------------------------

     The  Company is a  development  stage  company,  as  defined  in  Financial
     Accounting Standards Board No. 7. The Company is devoting substantially all
     of its present  efforts in securing and  establishing  a new business,  and
     although its planned principal operations have commenced there have been no
     significant revenues derived therefrom.

NOTE 2 - SIGNIFICANT ACCOUNTING POLICIES
----------------------------------------

          A. Cash and Cash Equivalents
          ----------------------------

          The Company considers all highly liquid instruments with a maturity of
          three months or less when acquired to be cash and cash equivalents.

          B. Basis of Financial Statement Presentation
          --------------------------------------------

          The  Company's  financial  statements  are prepared  using the accrual
          method of accounting.

          C. Concentration of Credit Risk
          -------------------------------

          The Company maintains U.S. dollar cash balances in Canadian banks that
          are not insured.

                                       16

<PAGE>

          D. Principles of Consolidation
          ------------------------------

          The  consolidated  financial  statements  include the  accounts of the
          Company and its wholly owned subsidiaries, American Alliance, Inc. and
          Rowland,  Carmichael,  &  Associates,  Inc. All material  intercompany
          transactions have been eliminated in consolidation.

          E. Property and Equipment
          -------------------------

          Property  and  Equipment is stated at cost.  Depreciation  is computed
          using the straight line method over the  estimated  useful life of the
          assets, which is five years, for financial statement purposes,  and on
          accelerated  methods for tax  purposes.  Repairs and  maintenance  are
          charged to operations as incurred.

          F. Revenue Recognition
          ----------------------

          Revenues are recognized at time of performance of services.

          G. Advertising
          --------------

          Advertising costs are expenses as incurred.


NOTE 2 - SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
----------------------------------------------------

          H. Per Share of Common Stock
          ----------------------------

          Basic  earnings or loss per share is calculated  based on net earnings
          (loss)  available  to common  stockholders  and the  weighted  average
          number of shares  outstanding  during  the  reported  period.  Diluted
          earnings (loss) per share includes  additional dilution from potential
          common  stock,  such as  stock  issuable  upon the  exercise  of stock
          options or the  conversion  of debt.  All  earnings  or loss per share
          amounts in the  financial  statements  are basic  earnings or loss per
          share,  as defined by ("SFAS") No. 128,  "Earnings Per Share." Diluted
          earnings  or loss per share  does not  differ  materially  from  basic
          earnings  or loss per share for all periods  presented.  All per share
          and per share information have been adjusted  retroactively to reflect
          stock splits and changes in par value.

          I. Income Taxes
          ---------------

          The Company accounts for income taxes under the provisions of SFAS No.
          109,  "Accounting for Income Taxes," by which deferred tax liabilities
          and  assets  are  determined  based  on  the  difference  between  the
          financial  statement  and tax bases of assets and  liabilities,  using
          enacted tax rates in effect for the year in which the  differences are
          expected to reverse. See Note 5.

          J. Foreign Currency Translation
          -------------------------------

          The Company used the U.S. Dollar as its functional  currency.  Foreign
          currency assets and  liabilities  are remeasured into U.S.  Dollars at
          end-of-period  exchange  rates  except  for  fixed  assets,  which are
          remeasured at  historical  exchange  rates.  Revenues and expenses are
          remeasured  at average  exchange  rates in effect  during each period,
          except for those  expenses  related to balance  sheet amounts that are
          remeasured at historical  exchange rates. Gains or losses from foreign
          currency remeasurement are included in net earnings.

                                       17

<PAGE>

          K. Intangible Assets
          --------------------

          Intangible  assets represent the Company name and are recorded at cost
          in accordance with Accounting  Principles  Board (APB) Opinion No. 17,
          "Intangible Assets." The Company amortizes the intangible assets using
          the  straight-line  method over the term of the  specific  agreements.
          Continually,  the Company  evaluates whether the estimated useful life
          used to amortize an intangible  asset is  appropriate  due to changing
          facts and  circumstances  resulting  in  increases or decreases in the
          asset's  estimated useful life, and records the change  prospectively.
          See Note 4.


NOTE 2 - SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
----------------------------------------------------

          L. Organizational Costs
          -----------------------

          Organizational  Costs  are  amortized  over a period  of sixty  months
          commencing on the date the Company begins normal operations.

          M. Use of Estimates
          -------------------

          The  preparation of financial  statements in accordance with generally
          accepted  accounting  principles requires management to make estimates
          and  assumptions  that  affect the amounts  reported in the  financial
          statements and accompanying notes. Actual results could differ.

          N. Comprehensive Income
          -----------------------

          The Company  implemented SFAS No. 130,  "Reporting Other Comprehensive
          Income,"  effective  January 1, 1998, which requires the disclosure of
          comprehensive  income to reflect  changes in equity  that  result from
          nonowner  sources.  Accumulated  other  comprehensive  income  for the
          period  ended   December  31,  1999,   represents   foreign   currency
          translation items associated with the Company's  Canadian  operations.
          The  implementation  had no effect for the period  ended  December 31,
          1998.

          O. Business Segment Information
          -------------------------------

          The Company  implemented SFAS No. 131,  "Disclosures about Segments of
          an  Enterprise  and  Related  Information,"  on January  1, 1998.  The
          Company  operates in one industry.  The Company is an  aggregator  and
          presentation portal for targeted Internet streaming media content. The
          Company   offers  a  large,   comprehensive   selection   of  Internet
          programming,  including sports, news, business and finance, health and
          medicine, technology, politics, and religion. Among other content, the
          Company will broadcast live pay-per-view  seminars and  entertainment,
          trade shows, conferences, and training events on worldwide basis.

          P. Capital Structure
          --------------------

          The Company has implemented  SFAS No. 129,  "Disclosure of Information
          about Capital Structure," effective January 1, 1998, which established
          standards  for  disclosing   information  about  an  entity's  capital
          structure.  The  implementation  of SFAS No.  129 had no effect on the
          Company's  financial  statements on a worldwide  basis.  There were no
          material amounts of sales or transfers among geographic areas or major
          customers within the United States.

                                       18

<PAGE>

NOTE 2 - SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
----------------------------------------------------

          Q. Pending Accounting Pronouncements
          ------------------------------------

          It is anticipated that current pending accounting  pronouncements will
          not have an adverse impact on the financial statements of the Company.

NOTE 3 - PROPERTY AND EQUIPMENT
-------------------------------

          Property and equipment consists of the following at December 31:

<TABLE>
<CAPTION>
                                        1999                  1998
                                        ----                  ----
<S>                                     <C>                   <C>
Computer Equipment                      $202,652              $9,921
Furniture and Fixtures                    10,445                   0
Total                                    213,097               9,921
Less Accumulated Depreciation             17,362               1,984
Net Book Value                          $195,735              $7,937

</TABLE>

          Depreciation  expense  charged to operations  during 1999 and 1998 was
          $15,378 and $1,984, respectively.

NOTE 4 - INTANGIBLE ASSET
-------------------------

          On March 8, 1999, the Company's subsidiary,  American Alliance,  Inc.,
          entered into an agreement to acquire the domain name "WhatsOnLine.Com"
          for consideration of $50,000. The agreement was completed on March 29,
          1999, with all rights, title and interest in, and to, the domain name,
          conveying  effective  immediately.  The  Company  changed  its name to
          WhatsOnLine.Com,  Inc.,  on May 20, 1999.  Amortization  of $ 1,250 is
          included in operations for the year ended December 31, 1999.

NOTE 5 - INCOME TAXES
---------------------

          There is no  current  or  deferred  tax  expense  for the years  ended
          December 31, 1999 and 1998, due to the Company's  loss  position.  The
          benefits of timing differences have not been previously recorded.

          The deferred tax  consequences  of temporary  differences in reporting
          items for financial  statement and income tax purposes are recognized,
          as appropriate.  Realization of the future tax benefits related to the
          deferred  tax  assets is  dependent  on many  factors,  including  the
          Company's  ability to generate taxable income within the net operating
          loss carryforward  period.  Management has considered these factors in
          reaching its  conclusion as to the  valuation  allowance for financial
          reporting purposes. The income tax effect of


NOTE 4 - INCOME TAXES (CONTINUED)
---------------------------------

          temporary differences  comprising the deferred tax assets and deferred
          tax liabilities is a result of the following:

<TABLE>
<CAPTION>
Deferred Taxes                          1999                          1998
--------------                          ----                          ----
<S>                                     <C>                         <C>
NOL Carryforwards                       $    538,166                $   355,102
Valuation Allowance                         (538,166)                  (355,102)
Net Deferred Tax Assets                 $          0                $         0

</TABLE>

                                       19

<PAGE>

          A reconciliation between the statutory federal income tax rate and the
          effective  rate of income tax expense for each of the years during the
          period ended December 31 follows:

<TABLE>
<CAPTION>
                                                1999                        1998
                                                ----                        ----
<S>                                             <C>                         <C>
Statutory Federal Income Tax Rate               (35.0%)                     (35.0%)
Increase in Valuation Allowance                  35.0%                       35.0%
Effective Income Tax Rate                         0.0%                        0.0%

</TABLE>

          The  Company  has  available  net  operating  loss   carryforwards  of
          $1,537,619  and  $827,959  at  December  31,  1999 and  1998,  for tax
          purposes to offset  future  taxable  income.  The net  operating  loss
          carryforwards expire principally beginning in the year 2013.

 NOTE 5 - STOCK OPTIONS
 ----------------------

          The Company has two stock  option  plans that provide for the granting
          of stock  options to officers and key  employees.  The  objectives  of
          these plans  include  attracting  and  retaining  the best  personnel,
          providing for  additional  performance  incentives,  and promoting the
          success of the  Company by  providing  employees  the  opportunity  to
          acquire  common  stock.  Options  outstanding  under the Company's two
          stock  option plans have been granted at prices which are either equal
          to or above the  market  value of the  stock on the date of grant,  of
          which 1,620,000 expire November 5, 2007 and 800,000 expire on December
          16, 2007  (under the 1997 Stock  Option  Plan),  and  2,400,000  which
          expire on December 1, 2008 (under the 1998 Stock Option Plan).

          The status of the Company's stock option plans are summarized below as
          of December 31:  Number of Option  Shares Price Granted Under the 1997
          Stock Option Plan 2,500,000  $1.00 Granted Under the 1998 Stock Option
          Plan 2,400,000 1.00 Options Outstanding at December 31, 1998 4,900,000
          1.00 Exercised  Under the 1997 Stock Option Plan (80,000) 1.00 Options
          Outstanding at December 31, 1999 4,820,000 $1.00

NOTE 5 - STOCK OPTIONS (CONTINUED)
----------------------------------

          In accordance with the two stock option plan  agreements,  adjustments
          have been made to the common  stock  granted  for the  forward  split,
          effective  May 14,  1999,  on a  two-for-one  basis.  The option price
          payable per share was not changed.

          The Company accounts for stock-based  compensation using the intrinsic
          value method prescribed by Accounting Principles Board Opinion No. 25,
          "Accounting   for  Stock   Issued  to   Employees,"   under  which  no
          compensation  cost for stock options is  recognized  for stock options
          awards granted at or above fair market value. Had compensation expense
          for the Company's stock-based compensation plans been determined under
          SFAS No. 123,  based on the fair market value at the grant dates,  the
          Company's  pro forma  net loss and pro forma net loss per share  would
          have been reflected as follows:

<TABLE>
<CAPTION>
                                                1999                1998
                                                ----                ----
<S>                                             <C>                 <C>
Net Loss
      As reported                               $    (709,659)      $   (231,877)
      Pro forma                                 $  (2,963,401)      $   (908,002)
Net Loss Per Share
      As reported                               $       (0.03)      $      (0.01)
      Pro forma                                 $       (0.13)      $      (0.04)

</TABLE>

                                       20

<PAGE>

          The fair value of each option  grant is estimated on the date of grant
          using  the  Black-Scholes  option  pricing  model  with the  following
          weighted-average assumption used for those options granted in 1998 and
          1997,  respectively:  dividend yield of 0% and 0%, expected volatility
          of 76% and 173%,  risk-free  interest rates of 5% and 5%, and expected
          lives of 10 years and 10 years.

NOTE 6 - STOCK WARRANTS
-----------------------

          In  connection  with the 505  offering  dated  December  9, 1997,  for
          900,000  shares at $2.00 per share,  the Company  also issued  900,000
          warrants to purchase  common shares at $2.00 per share until  December
          9, 2001.

          In  connection  with the 505 offering  dated  November  23, 1999,  for
          1,500,000 shares at $1.00 per share, the Company also issued 3,000,000
          warrants to purchase  common shares at $1.00 per share until  November
          23, 2004.

          As of the date of these financial statements,  all of the warrants are
          outstanding.

NOTE 7 - COMMITMENTS
--------------------

          The Company leases  approximately 2,200 square feet of office space in
          Canada  under a  noncancelable  operating  lease  for a period  of two
          years, expiring on February 2, 2001, at a rate of approximately $2,000
          per month.  The Company has the option to extend the term of the lease
          for a period of five years,  providing  it  exercises  such option 120
          days prior to the end of the term. Lease expense charged to operations
          during 1999 was approximately $25,000.

                                       21

<PAGE>

ITEM 8:  CHANGES  IN  AND  DISAGREEMENTS  WITH  ACCOUNTANTS  ON  ACCOUNTING  AND
         FINANCIAL DISCLOSURE

     Clancy and Co., P.L.L.C.  are the Company's  independent public accountants
since inception. There have no disagreements with Clancy and Co., P.L.L.C.

ITEM 9: DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT

     The information required by this Item with respect to directors and Section
16 compliance is included in the Company's  definitive  proxy  statement for its
2000  Annual  Meeting  of  Shareholders   ("Proxy   Statement")  and  is  hereby
incorporated by reference.

ITEM 10: EXECUTIVE COMPENSATION

     The  information  required by this Item is included in the Company's  Proxy
Statement and is hereby incorporated by reference.

ITEM 11: SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

     The  information  required by this Item is included in the Company's  Proxy
Statement and is hereby incorporated by reference.

ITEM 12: CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

     The  information  required by this Item is included in the Company's  Proxy
Statement and is hereby incorporated by reference.


                                        22

<PAGE>

                                     PART IV

ITEM 13: EXHIBITS AND REPORTS ON FORM 8-K

     The exhibits listed in the accompanying index to exhibits are filed as part
of this Annual Report on Form 10KSB.

     No reports  on Form 8-K were  filed  during  the  Company's  fourth  fiscal
quarter.

                                   SIGNATURES

     Pursuant to the requirements of Sections 13 or 15 (d) of the Securities and
Exchange Act of 1934, the Registrant has duly caused this Report to be signed on
its behalf by the  undersigned,  thereunto  duly  authorized on this 12th day of
April, 2000.

                                                           WHATSONLINE.COM, INC.



                                                              /s/ Kesar Dhaliwal
                                                              ------------------
                                                           By: Kesar S. Dhaliwal
                                                               CEO and President


     Pursuant to the  requirements of the Securities  Exchange Act of 1934, this
report  has  been  signed  below  by the  following  persons  on  behalf  of the
registrant and in capacities and on the dates indicated.

<TABLE>
<CAPTION>
Signature                         Title                         Date
---------                         -----                         ----
<S>                               <C>                           <C>
/s/ Harmel S. Rayat               Director and Chairman         April 12, 2000
-------------------               ---------------------         --------------
Harmel S. Rayat


/s/ Gursh S. Kundan               Director, Secretary/Treasurer April 12, 2000
-------------------               --------------------          --------------
Gursh S. Kundan

</TABLE>

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