UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT UNDER
THE SECURITIES ACT OF 1933
AudioMonster Online, Inc..
(formerly Professional Mining Consultants, Inc.)
(Exact name of registrant as specified in its charter)
Nevada 88-0343832
(State of Incorporation) (I.R.S.
Employer ID No.)
200-1311 Howe St., Vancouver, B.C. Canada V6Z 2P3
(Address of Principal Executive Offices) (Zip
Code)
Consulting Plan
(Full title of the Plan)
Chapman & Flanagan, Ltd., 2080 E. Flamingo Rd., Suite 112, Las
Vegas, NV 89119
(Name and address of agent for service)
(702) 650-5660
(Telephone number, including area code, of agent for service)
Calculation of Registration Fee
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<S> <C> <C> <C> <C>
Title of Amount to Proposed Proposed Amount of
Securities be Maximum Aggregate Registratio
to be Registered Offering Offering n Fee
Registered Price Per Price
Share (1)
Common 2,000,000 $0.01 $20,000.00 $
Stock Shares 5.28
</TABLE>
(1) The Offering Price is used solely for purposes of estimating
the registration fee pursuant to Rules 457(c) and 457(h)
promulgated pursuant to the Securities Act of 1933. The Offering
Price is estimated as the average of the bid and asked prices in
March, 2000.
Part I
Information Required in the Section 10(a) Prospectus
Item 1. Plan Information
The Company is offering shares of its common stock to various
individuals for consulting services performed on the Company's
behalf. This issuance of shares is being made pursuant to a
Consulting Plan (the "Plan") adopted by the Board of Directors on
May 15, 2000. The Board has equated this number of shares to the
value of the consulting services provided or to be provided by
these individuals. The shares issued hereunder will not be
subject to any resale restrictions. The Plan is not qualified
under ERISA. The following individuals will receive the number of
shares listed next to their names:
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<S> <C>
Ingo Muellar 193,750 for consulting
services
Terry Kirby 168,750 for consulting services
Greg Corcoran 337,500 for consulting
services
Stuart Brazier 650,000 for consulting
services
Mario Barche 650,000 for consulting
services
</TABLE>
Item 2. Registrant Information and Employee Plan Annual
Information
The participants shall be provided a written statement notifying
them that upon written or oral request they will be provided,
without charge, (i) the documents incorporated by reference in
Item 3 of Part II of the registration statement, and (ii) other
documents required to be delivered pursuant to Rule 428(b). The
statement will inform the participants that these documents are
incorporated by reference in the Section 10(a) prospectus, and
shall include the address (giving title or department) and
telephone number to which the request is to be directed.
Part II
Information Required in the Registration Statement
Item 3. Incorporation of Documents by Reference.
The following are hereby incorporated by reference:
(a) The registrant's Articles of Incorporation filed on
July 24, 1998;
(b) The registrant's By-Laws filed on July 24, 1998;
(c) The registrant's 8-K;
(d) All other reports filed pursuant to Section 13(a) or
15(d) of the Exchange Act since the end of the fiscal year
covered by the registration documents referred to above;
(e) All documents subsequently filed by the registrant
pursuant to sections 13(a), 13(c), 14 and 15(d) of the
Exchange Act during the effectiveness of this registration
statement.
Item 4. Description of Securities.
Not Applicable.
Item 5. Interest of Named Experts and Counsel.
The shares registered herein are being issued to the Consultants
for services provided to the Registrant. Neither the
Registrant's Accountants nor any other experts named in the
registration statement has any equity or other interest in the
Registrant.
Item 6. Indemnification of Directors and Officers.
The Company and its affiliates may not be liable to its
shareholders for errors in judgment or other acts or omissions
not amounting to intentional misconduct, fraud, or a knowing
violation of the law, since provisions have been made in the
Articles of Incorporation and By-laws limiting such liability.
The Articles of Incorporation and By-laws also provide for
indemnification of the officers and directors of the Company in
most cases for any liability suffered by them or arising from
their activities as officers and directors of the Company if they
were not engaged in intentional misconduct, fraud, or a knowing
violation of the law. Therefore, purchasers of these securities
may have a more limited right of action than they would have
except for this limitation in the Articles of Incorporation and
By-laws.
The officers and directors of the Company are accountable to the
Company as fiduciaries, which means such officers and directors
are required to exercise good faith and integrity in handling the
Company's affairs. A shareholder may be able to institute legal
action on behalf of himself and all others similarly stated
shareholders to recover damages where the Company has failed or
refused to observe the law.
Shareholders may, subject to applicable rules of civil procedure,
be able to bring a class action or derivative suit to enforce
their rights, including rights under certain federal and state
securities laws and regulations. Shareholders who have suffered
losses in connection with the purchase or sale of their interest
in the Company in connection with such sale or purchase,
including the misapplication by any such officer or director of
the proceeds from the sale of these securities, may be able to
recover such losses from the Company.
Item 7. Exemption from Registration Claimed.
Not applicable.
Item 8. Exhibits.
The rights of common shareholders are defined in the Registrant's
Articles of Incorporation which have been incorporated into this
Registration Statement by reference (see Item 3, Part II). The
Registrant does not intend for this Plan to be qualified under
ERISA, and does not, therefore, intend to comply with the terms
of ERISA.
Item 9. Undertaking.
The registrant makes the following undertakings:
(a) 1) To file, during any period in which offers or sales are
being made, a post-effective amendment to this registration
statement:
iii) To include any material information with respect
to the plan of distribution not previously disclosed in
the registration statement or any material change to
such information in the registration statement;
2) That, for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment shall
be deemed to be a new registration statement relating to the
securities offered therein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering
thereof.
3) To remove from registration by means of a post-effective
amendment any of the securities being registered which remain
unsold at the termination of the offering.
b) The undersigned registrant hereby undertakes that, for
purposes of determining any liability under the Securities Act of
1933, each filing of the registrant's annual report pursuant to
section 13(a) or section 15(d) of the Securities Exchange Act of
1934 (and, where applicable, each filing of an employee benefit
plan's annual report pursuant to section 15(d) of the Securities
Exchange Act of 1934) that is incorporated by reference in the
registration statement shall be deemed to be a new registration
statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be
the initial bona fide offering thereof.
c) Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers
and controlling persons of the registrant pursuant to the
foregoing provisions, or otherwise, the registrant has been
advised that in the opinion of the Securities and Exchange
Commission, such indemnification is against public policy as
expressed in the Act and is therefore, unenforceable. In the
event that indemnification is permitted to directors, officers
and controlling personas of the registrant pursuant to the
foregoing provisions, or otherwise, the registrant has been
advised that in the opinion of the Securities and Exchange
Commission such indemnification is against public policy as
expressed in the Act and is, therefore, unenforceable. In the
event that a claim for indemnification against such liabilities
(other than the payment by the registrant of the expenses
incurred or paid by a director, officer or controlling person of
the registrant in the successful defense of any action, suit or
proceeding ) is asserted by such director, officer or controlling
person in connection with the securities of such corporation it
is the opinion of the SEC that any such indemnification is
against public policy.
SIGNATURES
The Registrant. Pursuant to the requirements of the Securities
Act of 1933, the registrant certifies that it has reasonable
grounds to believe that it meets all of the requirements for
filing on Form S-8 and has duly caused this registration
statement to be signed on its behalf by the undersigned,
thereunto duly authorize, in the City of Las Vegas, State of
Nevada, on April 26, 2000.
(Registrant) AudioMonster Online, Inc.
By (Signature and Title) /s/ Greg Corcoran
Greg Corcoran, President and Director
Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons
in the capacities and on the date indicated.
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<S> <C> <C>
Signature Title Date
/s/ Greg Corcoran President/Secretary/ May 15,
Greg Corcoran Treasurer/Director 2000
</TABLE>
List of Exhibits
5 Legal Opinion
10 Consulting Agreements
nofax
May 5, 2000
Board of Directors
AudioMonster Online, Inc.
200-1311 Howe St.
Vancouver, B.C. Canada V6Z 2P3
Gentlemen;
We have acted as securities counsel for AudioMonster Online, Inc.
the "Company"). You have asked us to render this opinion to the
Company.
You have advised that:
1. The Company is current in its reporting responsibilities to
the Securities and Exchange Commission as mandated by the
Securities Exchange Act of 1934, as amended
2. Herbert M. Jacobi, Daniel G. Chapman, and Sean P. Flanagan
have acted and will continue to act as legal counsel on behalf of
the Company.
3. In their capacities as legal counsel, the above-named
individuals have provided bona-fide services to the Company which
are not in relation to the offer or sale of securities in a
capital-raising transaction, and which did not either directly or
indirectly promote or maintain a market for the Company's
securities.
4. The Company has agreed to issue its common stock to the
above-named individuals as compensation for their services on
behalf of the Company.
5. The shares to be issued to these individuals are pursuant to
corporate resolution and the approval of the Board of Directors
of the Company. These shares shall be registered pursuant to a
Registration Statement on Form S-8.
We have read such documents as have been made available to us.
For purposes of this opinion, we have assumed the authenticity of
such documents.
Based on the accuracy of the information supplied to us, it is
our opinion that Infotopia may avail itself of a Registration
Statement on Form S-8, and is qualified to do so. It is our
further opinion that the above-named individuals are proper
persons qualified to receive shares which are registered in a
Registration Statement on Form S-8.
We consent to the use of this letter in the Registration
Statement filed on Form S-8.
Sincerely,
/s/ Chapman & Flanagan, Ltd.
Chapman & Flanagan, Ltd.
CONSULTING AGREEMENT
As of May 15th, 2000, I have been engaged as a consultant with
AudioMonster Online, Inc. (the "Company"). In that role I have
advised and will continue to advise the Company concerning bona-
fide business matters as generally described below. I will
receive, as part of my compensation for these services, common
stock of the Company in an amount to be determined. I hereby
acknowledge the following representations to the Company.
I certify that I have not, and do not intend to, consult with or
advise the Company, as part of this Agreement, in connection with
the offer or sale of its securities in a capital-raising
transaction, and have not and will not directly or indirectly
promote or maintain a market for the Company's securities. I
enter into this agreement as a natural person on my own behalf,
not on behalf of any corporation, partnership, or other entity.
Signed this 15th day of May, 2000,
/s/ Mario Barche
Signature
Mario Barche
Print Name
General Services to be provided:
As the European Media Relations Consultant, the Consultant agrees
to perform for the Company all services and consulting related to
the strategic planning and development of a European public
relations program directed at informing the European public as to
the business of the Company. Consulting services include, but
are not limited to, providing information, evaluation and
analysis with regard to the public relations program.
CONSULTING AGREEMENT
As of May 15th, 2000, I have been engaged as a consultant with
AudioMonster Online, Inc. (the "Company"). In that role I have
advised and will continue to advise the Company concerning bona-
fide business matters as generally described below. I will
receive, as part of my compensation for these services, common
stock of the Company in an amount to be determined. I hereby
acknowledge the following representations to the Company.
I certify that I have not, and do not intend to, consult with or
advise the Company, as part of this Agreement, in connection with
the offer or sale of its securities in a capital-raising
transaction, and have not and will not directly or indirectly
promote or maintain a market for the Company's securities. I
enter into this agreement as a natural person on my own behalf,
not on behalf of any corporation, partnership, or other entity.
Signed this 15th day of May, 2000,
/s/ Ingo Mueller
Signature
Ingo Mueller
Print Name
General Services to be provided:
As the European Media Relations Consultant, the Consultant agrees
to perform for the Company all services and consulting related to
the strategic planning and development of a European public
relations program directed at informing the European public as to
the business of the Company. Consulting services include, but
are not limited to, providing information, evaluation and
analysis with regard to the public relations program.
CONSULTING AGREEMENT
As of May 15th, 2000, I have been engaged as a consultant with
AudioMonster Online, Inc. (the "Company"). In that role I have
advised and will continue to advise the Company concerning bona-
fide business matters as generally described below. I will
receive, as part of my compensation for these services, common
stock of the Company in an amount to be determined. I hereby
acknowledge the following representations to the Company.
I certify that I have not, and do not intend to, consult with or
advise the Company, as part of this Agreement, in connection with
the offer or sale of its securities in a capital-raising
transaction, and have not and will not directly or indirectly
promote or maintain a market for the Company's securities. I
enter into this agreement as a natural person on my own behalf,
not on behalf of any corporation, partnership, or other entity.
Signed this 15th day of May, 2000,
/s/ Terry Kirby
Signature
Terry Kirby
Print Name
General Services to be provided:
As the European Media Relations Consultant, the Consultant agrees
to perform for the Company all services and consulting related to
the strategic planning and development of a European public
relations program directed at informing the European public as to
the business of the Company. Consulting services include, but
are not limited to, providing information, evaluation and
analysis with regard to the public relations program.
CONSULTING AGREEMENT
As of May 15th, 2000, I have been engaged as a consultant with
AudioMonster Online, Inc. (the "Company"). In that role I have
advised and will continue to advise the Company concerning bona-
fide business matters as generally described below. I will
receive, as part of my compensation for these services, common
stock of the Company in an amount to be determined. I hereby
acknowledge the following representations to the Company.
I certify that I have not, and do not intend to, consult with or
advise the Company, as part of this Agreement, in connection with
the offer or sale of its securities in a capital-raising
transaction, and have not and will not directly or indirectly
promote or maintain a market for the Company's securities. I
enter into this agreement as a natural person on my own behalf,
not on behalf of any corporation, partnership, or other entity.
Signed this 15th day of May, 2000,
/s/ Stuart Brazier
Signature
Stuart Brazier
Print Name
General Services to be provided:
As the European Media Relations Consultant, the Consultant agrees
to perform for the Company all services and consulting related to
the strategic planning and development of a European public
relations program directed at informing the European public as to
the business of the Company. Consulting services include, but
are not limited to, providing information, evaluation and
analysis with regard to the public relations program.
CONSULTING AGREEMENT
As of May 15th, 2000, I have been engaged as a consultant with
AudioMonster Online, Inc. (the "Company"). In that role I have
advised and will continue to advise the Company concerning bona-
fide business matters as generally described below. I will
receive, as part of my compensation for these services, common
stock of the Company in an amount to be determined. I hereby
acknowledge the following representations to the Company.
I certify that I have not, and do not intend to, consult with or
advise the Company, as part of this Agreement, in connection with
the offer or sale of its securities in a capital-raising
transaction, and have not and will not directly or indirectly
promote or maintain a market for the Company's securities. I
enter into this agreement as a natural person on my own behalf,
not on behalf of any corporation, partnership, or other entity.
Signed this 15th day of May, 2000,
/s/ Greg Corcoran
Signature
Greg Corcoran
Print Name
General Services to be provided:
As the European Media Relations Consultant, the Consultant agrees
to perform for the Company all services and consulting related to
the strategic planning and development of a European public
relations program directed at informing the European public as to
the business of the Company. Consulting services include, but
are not limited to, providing information, evaluation and
analysis with regard to the public relations program.
