Securities and Exchange Commission
Washington, D.C. 20549
FORM S-8
Registration Statement
Under
The Securities Act of 1933
Internet Media Corporation
(Exact name of Registrant as specified in its charter)
NEVADA 72-1346591
(State or other jurisdiction of (IRS Employer
incorporation or organization) Identification No.)
8748 Quarters Lake Road, Baton Rouge, Louisiana 70809
(Address of principal executive offices, including zip code)
FINANCIAL PUBLIC RELATIONS SERVICES AGREEMENT
(Full title of the plan)
David M. Loflin
President
Internet Media Corporation
8748 Quarters Lake Road
Baton Rouge, Louisiana 70809
(Name and address of agent for service)
Copy to:
Eric Newlan, Esquire
NEWLAN & NEWLAN
2512 Program Drive, Suite 101
Dallas, Texas 75220
(214) 654-9520
<PAGE>
CALCULATION OF REGISTRATION FEE
Proposed
maximum Proposed
Title of offering maximum
securities Amount price aggregate Amount of
to be to be per offering registration
registered registered share(1) price(1) fee
Common
Stock,
$.0001
par
value 37,000 $2.00(1) $74,000 $21.09
Shares
(1) The maximum offering price was calculated pursuant to
Rule 457(c).
<PAGE>
INTERNET MEDIA CORPORATION
Cross Reference Sheet Required By
Item 501(b) of Regulation S-K
Form S-8 Item Number Caption in Prospectus
and Caption
1. Forepart of Registration Facing Page of Registration
Statement and Outside Statement and Cover Page
Front Cover Page of Of Prospectus
Prospectus
2. Inside Front and Outside Inside Cover Page of
Back Cover Pages of Prospectus and Outside
Prospectus Cover Page of Prospectus
3. Summary Information, Risk Not Applicable
Factors and Ratio of
Earnings to Fixed Charges
4. Use of Proceeds Not Applicable
5. Determination of Not Applicable
Offering Price
6. Dilution Not Applicable
7. Selling Security Holders Sales by Selling Shareholder
8. Plan of Distribution Cover Page of Prospectus and
Sales by Selling Shareholder
9. Description of Financial Public Relations
Securities to be Services Agreement and
Registered Issuance of Common Stock;
Sales by Selling Shareholder
10. Interest of Named Not Applicable
Experts and Counsel
11. Material Changes Not Applicable
12. Incorporation of Incorporation of Certain
Certain Information Information by Reference
by Reference
13. Disclosure of Commission Indemnification
Position on Indemni-
fication or Securities
Act Liabilities<PAGE>
PROSPECTUS
Internet Media Corporation
37,000 Shares of Common Stock
($.0001 par value per share)
Issued Pursuant to a Financial Public
Relations Services Agreement
This Prospectus is part of a Registration Statement which
registers 37,000 shares of Common Stock, $.0001 par value
per share (the "Common Stock"), of Internet Media
Corporation, a Nevada corporation (the "Company"), which
have been issued, as described herein, to H+N Partners, a
fictitious name division of B. Edward Haun & Company, a
Colorado corporation ("H+N"), consultants to the Company,
pursuant to a Financial Public Relations Services Agreement
under which the Company has issued 37,000 shares of Common
Stock to H+N (such securities being referred to herein as
the "H+N Securities"). H+N is a selling shareholder under
this Prospectus and is referred to herein as the "Selling
Shareholder". All of the H+N Securities were issued to the
Selling Shareholder pursuant to a written compensation
contract which provided for the issuance of the H+N
Securities. The Company has been advised by the Selling
Shareholder that it may sell all or a portion of its shares
of Common Stock from time to time in the over-the-counter
market in negotiated transactions, directly or through
brokers, or otherwise, and that such shares will be sold at
market prices prevailing at the time of such sales or at
negotiated prices.
No person has been authorized by the Company to give any
information or to make any representation other than as
contained in this Prospectus, and, if given or made, such
information or representation must not be relied upon as
having been authorized by the Company. Neither the delivery
of this Prospectus nor the issuance of any of the H+N
Securities under the terms of the aforementioned Financial
Public Relations Services Agreement shall, under any
circumstances, create any implication that there has been no
change in the affairs of the Company since the date hereof.
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY
THE SECURITIES AND EXCHANGE COMMISSION NOR HAS THE
COMMISSION PASSED ON THE ACCURACY OR ADEQUACY OF THIS
PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A
CRIMINAL OFFENSE.
This Prospectus does not constitute an offer to sell
securities in any state to any person to whom it is unlawful
to make such offer in such state.
The date of the Prospectus is August 14, 1998
<PAGE>
AVAILABLE INFORMATION
The Company is subject to the informational requirements of
the Securities Exchange Act of 1934, as amended (the
"Exchange Act"), and, in accordance therewith, files reports
and other information with the Securities and Exchange
Commission (the "Commission"). Reports and other
information filed with the Commission can be inspected and
copied at the Public Reference Section of the Commission at
its principal offices located at 450 Fifth Street, N.W.,
Washington, D.C. 20549. The Company's Common Stock trades
in the over-the-counter market on the OTC Electronic
Bulletin Board under the symbol "USRF".
The Company has filed with the Commission a Registration
Statement on Form S-8 (the "Registration Statement") under
the Securities Act of 1933, as amended (the "Act"), with
respect to 37,000 shares of the Company's Common Stock,
issued to a consultant of the Company pursuant to a written
Financial Public Relations Services Agreement. This
Prospectus, which constitutes Part I of the Registration
Statement, omits certain information with respect to the
Company and the shares of Common Stock offered by the
Prospectus. Reference is made to the Registration
Statement, including the exhibits thereto. Statements in
this Prospectus as to any document are not necessarily
complete, and where any such document is an exhibit to the
Registration Statement or is incorporated by reference
herein, each such statement is qualified in all respects by
the provisions of such exhibit or other document, to which
reference is hereby made, for a full statement of the
provisions thereof. A copy of the Registration Statement,
with exhibits, may be obtained from the Commission's office
located in Washington, D.C. (at the above address) upon
payment of the fees prescribed by the Rules and Regulations
of the Commission, or examined free of charge. Also, the
Registration Statement, with exhibits, may be examined on
and/or downloaded from the Internet at:
http://www.sec.gov/cgi-bin/srch-edgar.
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The following documents filed by the Company with the
Commission are incorporated herein by reference and made a
part hereof:
1. The Company's Annual Report on Form 10-KSB for the
year ended December 31, 1997;
2. The Company's Current Report on Form 8-K, date of
event: 7-24-98; and
3. The Company's Quarterly Report on Form 10-QSB for the
period ended March 31, 1998.
All reports and documents filed by the Company pursuant to
Section 13, 14 or 15(d) of the Exchange Act, prior to the
filing of a post-effective amendment which de-registers all
securities then remaining unsold, shall be deemed to be
incorporated by reference herein and to be a part hereof
from the respective date of filing of each such document.
Any statement incorporated by reference herein shall be
deemed to be modified or superseded for purposes of this
Prospectus to the extent that a statement contained herein
or in any other subsequently filed document, which also is
or is deemed to be incorporated by reference herein,
modifies or supersedes such statement. Any statement
modified or superseded shall not be deemed, except as so
modified or superseded, to constitute part of this
Prospectus.
The Company hereby undertakes to provide, without charge, to
each person, including any beneficial owner, to whom a copy
of this Prospectus has been delivered, on the written
request of any such person, a copy of any or all of the
documents referred to above which have been or may be
incorporated by reference in this Prospectus, other than
exhibits to such documents. Written requests for such
copies should be directed to: Corporate Secretary, Internet
Media Corporation, 8748 Quarters Lake Road, Baton Rouge,
Louisiana 70809; telephone (504) 922-7744.
THE COMPANY
The Company's primary focus is on the development and
exploitation of its proprietary Wireless Internet Access
System. In February 1998, the Company obtained its first
Wireless Internet customer in Baton Rouge, Louisiana.
Substantially all of the Company's business efforts and
resources will, for the foreseeable future, be committed to
its Wireless Internet business segment. In exploiting its
Wireless Internet business opportunity, it is the Company's
plan either (1) to acquire an existing hard-wire dependent,
dial-up Internet Service Provider [ISP] in a particular
market and "plug-in" its proprietary Wireless Internet
Access System or (2) construct a Wireless Internet Access
System in a particular market. The Company is seeking
capital with which to exploit its Wireless Internet
technology.
In July 1998, the Company changed its name to "Internet
Media Corporation". The Company was incorporated on
November 1, 1996, under the name "Media Entertainment,
Inc.", to act as a holding company primarily in the wireless
cable and community (low power) television industries. To
this end, the Company acquired Winter Entertainment, Inc.
(WEI), which owns and operates a community (low power)
television station in Baton Rouge, Louisiana, and Missouri
Cable TV Corp. (MCTV), which owns the licenses necessary to
operate wireless cable systems in Poplar Bluff and Lebanon,
Missouri, has acquired licenses and leases of licenses
necessary to operate wireless cable systems in Port Angeles,
Washington, Astoria, Oregon, Sand Point, Idaho, The Dalles,
Oregon, and Fallon, Nevada, and has acquired licenses
necessary to operate community (low power) television
stations in Monroe/Rayville, Louisiana, Bainbridge, Georgia,
and Natchitoches, Louisiana. The Company has, for the
foreseeable future, abandoned its efforts to develop its
wireless cable properties, due to current market conditions.
In July 1998, the Company executed an agreement to acquire
an ISP located in St. George, Utah, for cash. The St.
George ISP has over 1,400 customers. The closing under the
acquisition agreement is scheduled for the middle of
September 1998. In August 1998, the Company executed an
agreement to acquire an ISP located in Santa Fe, New Mexico,
for cash. The Santa Fe ISP has approximately 140 customers.
The closing under the acquisition agreement is scheduled for
September 1, 1998.
FINANCIAL PUBLIC RELATIONS SERVICES AGREEMENT
AND ISSUANCE OF COMMON STOCK
General
On June 15, 1998, the Company entered into a Financial
Public Relations Services Agreement with H+N Partners, a
fictitious name division of B. Edward Haun & Company, a
Colorado corporation (the Selling Shareholder). The Company
has issued 37,000 shares of Company Common Stock pursuant to
such Financial Public Relations Services Agreement. This
Prospectus relates to the 37,000 shares issued to H+N.
Under the terms of the Financial Public Relations Services
Agreement, the Selling Shareholder has agreed to provide
consulting services with respect to financial public
relations and related activities. None of the securities to
which this Prospectus relates is issued pursuant to any
program or plan and are not being administered by either the
Board of Directors of the Company or any committee of the
Board of Directors organized for that purpose.
Federal Income Tax Effects
Under the Financial Public Relations Services Agreement
pursuant to which the H+N Securities were issued, the H+N
Securities were valued at $2.00 per share, or $74,000 in the
aggregate. The issuance of the H+N Securities will result
in the recognition of taxable income to the Selling
Shareholder. Correspondingly, the Company will be entitled
to a deduction equal to the amount of ordinary income
charged to the Selling Shareholder.
Restrictions Under Securities Laws
The sale of any shares of Common Stock issued under the
Financial Public Relations Services Agreement must be made
in compliance with federal and state securities laws.
Officers, directors and 10% or greater shareholders of the
Company, as well as certain other persons or parties who may
be deemed to be "affiliates" of the Company under Federal
securities laws, should be aware that resales by affiliates
can only be made pursuant to an effective Registration
Statement, Rule 144 or any other applicable exemption.
SALES BY SELLING SHAREHOLDER
The following table sets forth the name of the Selling
Shareholder, the amount of shares of Common Stock held,
directly or indirectly, the amount of Common Stock to be
owned by the Selling Shareholder following sale of such
shares of Common Stock and the percentage of shares of
Common Stock to be owned by the Selling Shareholder
following completion of such offering (based on 7,015,120
shares of Common Stock of the Company outstanding as of the
date of this Prospectus).
Shares Percentage
Number to be to be
Name of Shares Owned Owned
of Selling Shares to be After After
Shareholder Owned Offered Offering Offering
H+N Partners 37,000 37,000 -0- -0-
DESCRIPTION OF SECURITIES
Common Stock
Each share of Common Stock is entitled to one (1) vote at
all meetings of shareholders. All shares of Common Stock
are equal to each other with respect to liquidation rights
and dividend rights. There are no preemptive rights to
purchase any additional shares of Common Stock. The
Articles of Incorporation of the Company prohibit cumulative
voting in the election of directors. The absence of
cumulative voting means that holders of more than 50% of the
shares voting for the election of directors can elect all
directors if they choose to do so. In such event, the
holders of the remaining shares of Common Stock will not be
entitled to elect any director. A majority of the shares
entitled to vote, represented in person or by proxy,
constitutes a quorum at a meeting of shareholders. In the
event of liquidation, dissolution or winding up of the
Company, holders of shares of Common Stock will be entitled
to receive, on a pro rata basis, all assets of the Company
remaining after satisfaction of all liabilities.
Transfer Agent
The transfer agent for the shares of Common Stock of the
Company is Securities Transfer Corporation, 16910 Dallas
Parkway, Suite 100, Dallas, Texas 75248.
INDEMNIFICATION
The Company currently is seeking officer and director
liability insurance, though none has been obtained as of the
date of this Prospectus.
Article X of the Articles of Incorporation of the Company
provides that no director or officer of the Company shall be
personally liable to the Company or its shareholders for
damages for breach of fiduciary duty as a director officer;
provided, however, that such provision shall not eliminate
or limit the liability of a director or officer for (1) acts
or omissions which involve intentional misconduct, fraud or
a knowing violation of law or (2) the payment of dividends
in violation of law. Any repeal or modification of Article
X shall be prospective only and shall not adversely affect
any right or protection of a director or officer of the
Company existing at the time of such repeal or modification
for any breach covered by Article X which occurred prior to
any such repeal or modification. The effect of Article X of
the Company's Articles of Incorporation is that Company
directors and officers will experience no monetary loss for
damages arising out of actions taken (or not taken) in such
capacities, except for damages arising out of intentional
misconduct, fraud or a knowing violation of law, or the
payment of dividends in violation of law.
As permitted by Nevada law, the Company's Bylaws provide
that the Company will indemnify its directors and officers
against expense and liabilities they incur to defend, settle
or satisfy any civil, including any action alleging
negligence, or criminal action brought against them on
account of their being or having been Company directors or
officers unless, in any such action, they are judged to have
acted with gross negligence or willful misconduct. Insofar
as indemnification for liabilities arising under the
Securities Act of 1933, as amended, may be permitted to
directors, officers or persons controlling the Company
pursuant to the foregoing provisions, the Company has been
informed that, in the opinion of the Securities and Exchange
Commission, such indemnification is against public policy as
expressed in the Securities Act of 1933 and is, therefore,
unenforceable.
LEGAL MATTERS
Legal matters in connection with the securities being
offered hereby will be passed upon for the Company by Newlan
& Newlan, Attorneys at Law, Dallas, Texas. Newlan & Newlan
owned, as of the date of this Prospectus, 203,000 shares of
Company Common Stock.
EXPERTS
The consolidated financial statements of the Company
included in the Company's Annual Report on Form 10-KSB for
the year ended December 31, 1997, incorporated by reference
in this Prospectus, have been incorporated herein in
reliance on the report of Weaver and Tidwell, L.L.P.,
Certified Public Accountants, independent certified public
accountants, given on the authority of that firm as experts
in auditing and accounting.<PAGE>
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
The documents listed in (a) and (d) below are incorporated
by reference in this Registration Statement. All documents
subsequently filed by the Company pursuant to Section 13(a),
13(c), 14 and 14(d) of the Securities Exchange Act of 1934
(the Exchange Act), prior to the filing of a post-effective
amendment which de-registers all securities then remaining
unsold, shall be deemed to be incorporated by reference in
the Registration Statement and to be part thereof from the
date of filing of such documents.
(a) The Company's Annual Report on Form 10-KSB for the year
ended December 31, 1997;
(b) The Company's Current Report on Form 8-K, date of
event: 7-24-98;
(c) The Company's Quarterly Report on Form 10-QSB for the
period ended March 31, 1998; and
(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 Company's Annual Report referred to
above.
Item 4. Description of Securities.
The Company is authorized to issue up to 100,000,000 shares
of Common Stock, $.0001 par value per share. The holders of
Company Common Stock will be entitled to one vote per share
on each matter submitted to a vote at any meeting of
shareholders. Shares of Common Stock do not carry
cumulative voting rights and, therefore, a majority of the
shares of outstanding Common Stock will be able to elect the
entire Board of Directors of the Company and, if they do so,
minority shareholders would not be able to elect any persons
to the Board of Directors. The Company's bylaws provide
that a majority in number of the issued and outstanding
shares of the Company shall constitute a quorum for
shareholders' meetings, except with respect to certain
matters for which a greater percentage quorum is required by
statute or the bylaws.
Shareholders of the Company will have no preemptive rights
to acquire additional shares of Common Stock or other
securities. The Common Stock will not be subject to
redemption and will carry no subscription or conversion
rights. In the event of liquidation of the Company, the
shares of Common Stock will be entitled to share equally in
corporate assets after satisfaction of all liabilities. The
shares of Common Stock, when issued, will be fully paid and
non-assessable.
Holders of Common Stock are entitled to receive such
dividends as the Board of Directors may from time to time
declare out of funds legally available for the payment of
dividends. The Company intends to expand its business
through reinvestment of profits, if any, and does not
anticipate that it will pay dividends in the foreseeable
future.
The Board of Directors has the authority to issue the
authorized but unissued shares without action by the
shareholders.
Item 5. Interests of Named Experts and Counsel.
Not applicable.
Item 6. Indemnification of Directors and Officers.
Nevada Revised Statutes 78.037 is incorporated herein by
this reference.
Insofar as indemnification for liabilities arising under the
Securities Act of 1933, as amended, the Securities Exchange
Act of 1934 or the Rules and Regulations of the Securities
and Exchange Commission thereunder may be permitted under
said indemnification provisions of the law, or otherwise,
the Company has been advised that, in the opinion the
Securities and Exchange Commission, any such indemnification
is against public policy and is, therefore, unenforceable.
Item 7. Exemption from Registration Claimed.
Inasmuch as the consultant who received shares of Common
Stock of the Company is knowledgeable, sophisticated and had
access to comprehensive information relevant to the Company,
such transaction was undertaken in reliance on the exemption
from registration provided by Section 4(2) of the Act. As a
condition precedent to such grant, the consultant was
required to express an investment intent and consent to the
imprinting of a restrictive legend on each stock certificate
to be received from the Company in the absence of sale
pursuant to an effective Registration Statement.
Item 8. Exhibits.
Exhibit Description
5.1 Opinion of Newlan & Newlan, Attorneys at Law,
re: Legality
* 10.1 Financial Public Relations Services Agreement,
dated as of June 15, 1998, between Registrant
and H+N Partners, a fictitious name division of
B. Edward Haun & Company, a Colorado corporation
23.1 Consent of Weaver and Tidwell, L.L.P., Certified
Public Accountants
23.2 Consent of Newlan & Newlan, Attorneys at Law
- -----------
* Incorporated by reference from Registrant's Annual Report
on Form 10-KSB for the year ended December 31, 1997,
filed with the Securities and Exchange Commission on July
28, 1998.
Item 9. Undertakings.
(1) The undersigned Registrant hereby undertakes:
(a) To file, during any period in which offerings or
sales are being made, a post-effective amendment to
this Registration Statement 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;
(b) That, for the purposes of determining any liability
under the Act, 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; and
(c) 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.
(2) The undersigned Registrant hereby undertakes that,
for purposes of determining any liability under the
Act, each filing of the Registrant's annual report
pursuant to Section 13(a) or Section 15(d) of the
Exchange Act 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.
(3) Insofar as indemnification for liabilities arising
under the Act may be permitted to Directors, officers
and controlling persons of Registrant pursuant to the
foregoing provisions, or otherwise, 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 Registrant of 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 being registered, Registrant
will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to
a court of appropriate jurisdiction the question
whether such indemnification by it is against public
policy as expressed in the Act and will be governed
by the final adjudication of such issue.<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933,
as amended, the Registrant certifies that is 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 authorized, on the dates shown below.
INTERNET MEDIA CORPORATION
By: /s/ David M. Loflin
David M. Loflin
President
Pursuant to the requirements of the Securities Act of 1933,
as amended, this Registration Statement on Form S-8 has been
signed by the following persons in the capacities and on the
dates indicated:
Signatures Title Date
/s/ David M. Loflin President August 14, 1998
David M. Loflin (Principal
Executive
Officer and
Principal
Accounting
Officer) and
Director
/s/ Waddell D. Lolfin Vice President, August 14, 1998
Waddell D. Loflin Secretary and
Director
Director August 14, 1998
Richard N. Gill
/s/ Ross S. Bravata Director August 14, 1998
Ross S. Bravata
Director August 14, 1998
Michael Cohn
<PAGE>
INDEX TO EXHIBITS
INTERNET MEDIA CORPORATION
Exhibit No. Description
5.1 Opinion of Newlan & Newlan, Attorneys at Law,
re: Legality
* 10.1 Financial Public Relations Services Agreement,
dated as of June 15, 1998, between Registrant
and H+N Partners, a fictitious name division
of B. Edward Haun & Company, a Colorado
corporation
23.1 Consent of Weaver and Tidwell, L.L.P.,
Certified Public Accountants
23.2 Consent of Newlan & Newlan, Attorneys at Law
- ----------------
* Incorporated by reference from Registrant's Annual Report
on Form 10-KSB for the year ended December 31, 1997, filed
with the Securities and Exchange Commission on July 28,
1998.
<PAGE>
--------------------------
Exhibit 5.1
--------------------------
August 13, 1998
Internet Media Corporation
8748 Quarters Lake Road
Baton Rouge, Louisiana 70809
Re: Registration Statement on Form S-8 of Internet Media
Corporation Common Stock Issued Pursuant to a Financial
Public Relations Services Agreement with H+N Partners
Gentlemen:
This opinion is submitted pursuant to the applicable rules
of the Securities and Exchange Commission (the "Commission")
with respect to the registration by Internet Media
Corporation, a Nevada corporation (the "Company"), of 37,000
shares of Company common stock, $.0001 par value per share
(the "Common Stock"), issued to H+N Partners, a fictitious
name division of B. Edward Haun & Company, a Colorado
corporation, pursuant to a Financial Public Relations
Services Agreement (the "Agreement") approved by resolution
of the Company's Board of Directors on May 15, 1998.
In our capacity as counsel to the Company, we have examined
the original, certified, conformed, photostatic or other
copies of the Agreement, the Company's Articles of
Incorporation, Bylaws and corporate minutes provided to us
by the Company. In all such examinations, we have assumed
the genuineness of all signatures on original documents, and
the conformity to originals or certified copies of all
copies submitted to us as conformed, photostatic or other
copies. In passing upon certain corporate records and the
documents of the Company, we have necessarily assumed the
correctness and completeness of the statements made or
included therein by the Company, and express no opinion
thereon.
Based upon and in reliance upon the foregoing, it is our
opinion that the Common Stock issued pursuant to the
Agreement is validly issued, fully paid and non-assessable.
We hereby consent to the use of this opinion in the
Registration Statement on Form S-8 to be filed with the
Commission.
Very truly yours,
/s/
NEWLAN & NEWLAN<PAGE>
--------------------------
Exhibit 10.1
--------------------------
Incorporated by reference from Registrant's Annual Report on
Form 10-KSB for the year ended December 31, 1997, filed with
the Securities and Exchange Commission on July 28, 1998.
<PAGE>
--------------------------
Exhibit 23.1
--------------------------
CONSENT OF INDEPENDENT AUDITOR
As independent auditors, we hereby consent to the
incorporation by reference in this Form S-8 Registration
Statement of our report dated July 13, 1998, relating to the
consolidated financial statements of Internet Media
Corporation and subsidiaries as of December 31, 1997 and
1996, and the related consolidated statement of operations,
changes in stockholders' equity and cash flows for the year
ended December 31, 1997, and the period from inception
(December 28, 1995) to December 31, 1996, included in the
Annual Report on Form 10-KSB of Internet Media Corporation,
filed with the Securities and Exchange Commission on July
13, 1998. We also consent to the reference to this firm
under the heading "Experts" in this Registration Statement.
/s/
WEAVER AND TIDWELL, L.L.P.
Certified Public Accountants
Fort Worth, Texas
August 14, 1998<PAGE>
--------------------------
Exhibit 23.2
--------------------------
Consent of Newlan & Newlan is included in the Opinion filed
as Exhibit 5.1 hereto
