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
CONSULTING 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
819 Office Park Circle
Lewisville, Texas 75057
(972) 353-3880
<PAGE>
CALCULATION OF REGISTRATION FEE
Proposed
maximum Proposed
Title of offering maximum Amount
securities Amount price aggregate of regi-
to be to be per offering stration
registered registered share(1) price(1) fee
- ---------- ---------- -------- --------- --------
Common
Stock,
$.0001
par
value 150,000 $1.30(1) $300,000 $55.57
shares
- ------------
(1) The maximum offering price was calculated pursuant to
Rule 457(c).
<PAGE>
INTERNET MEDIA CORPORATION
Cross Reference Sheet Required
By Item 501(b) of Regulation S-K
Form S-8 Item
Number and Caption Caption in Prospectus
- -------------------------- -----------------------------
1. Forepart of Registra- Facing Page of Registration
tion Statement and Statement and Cover Page of
Outside Cover Page of Prospectus
Prospectus
2. Inside Front and Out- Inside Cover Page of Prospectus
side Back Cover Pages and Outside Cover Page of
of Prospectus Prospectus
3. Summary Information, Not Applicable
Risk Factors and Ratio
of Earnings to Fixed
Charges
4. Use of Proceeds Not Applicable
5. Determination of
Offering Price Not Applicable
6. Dilution Not Applicable
7. Selling Security Sales by Selling Shareholder
Holders
8. Plan of Distribution Cover Page of Prospectus and
Sales by Selling Shareholder
9. Description of Secur- Financial Public Relations
ities to be Registered Consulting Services Agreement
and Issuance of Common Stock;
Sales by Selling Shareholder
10. Interest of Named Not Applicable
Experts and Counsel
11. Material Changes Not Applicable
12. Incorporation of Incorporation of Certain
Certain Information Information by Reference
by Reference
13. Disclosure of Indemnification
Commission Position
on Indemnification
or Securities Act
Liabilities<PAGE>
PROSPECTUS
Internet Media Corporation
150,000 Shares of Common Stock
($.0001 par value per share)
Issued Pursuant to a Financial Public
Relations Consulting Services Agreement
This Prospectus is part of a Registration Statement which
registers 150,000 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 Capital Financial
Consultants, Inc., a Texas corporation ("CFC"), consultants
to the Company, pursuant to a Financial Public Relations
Consulting Services Agreement under which the Company has
issued a total of 300,000 shares of Common Stock to CFC,
150,000 of which shares are the subject of the Registration
Statement of which this Prospectus forms a part (the 150,000
shares that are subject to such Registration Statement being
referred to herein as the "CFC Securities"). CFC is a
selling shareholder under this Prospectus and is referred to
herein as the "Selling Shareholder". All of the CFC
Securities were issued to the Selling Shareholder pursuant
to a written compensation contract which provided for the
issuance of the CFC 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 CFC
Securities under the terms of the aforementioned Financial
Public Relations Consulting 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 September 18, 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 150,000 shares of the Company's Common Stock,
issued to a consultant of the Company pursuant to a written
Financial Public Relations Consulting 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;
3. The Company's Quarterly Report on Form 10-QSB for the
period ended March 31, 1998; and
4. The Company's Quarterly Report on Form 10-QSB for the
period ended June 30, 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 September 1998, the Company acquired Desert Rain Internet
Services ("DSRT"), a Santa Fe, New Mexico-based ISP, with
approximately 140 customers. The Company acquired DSRT for
cash. 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 September 1998.
In August 1998, the Company executed an agreement to acquire
an ISP located in Santa Fe, New Mexico, for cash and stock.
This Santa Fe ISP has approximately 1,400 customers. The
closing under the acquisition agreement is scheduled for
October 1998.
FINANCIAL PUBLIC RELATIONS CONSULTING SERVICES
AGREEMENT AND ISSUANCE OF COMMON STOCK
General
On September 9, 1998, the Company entered into a Financial
Public Relations Consulting Services Agreement with Capital
Financial Consultants, Inc., a Texas corporation (the
Selling Shareholder). The Company has issued a total of
300,000 shares of Company Common Stock pursuant to such
Financial Public Relations Consulting Services Agreement.
This Prospectus relates only to 150,000 of the shares issued
to CFC. Under the terms of the Financial Public Relations
Consulting 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 Consulting Services
Agreement pursuant to which the CFC Securities were issued,
the CFC Securities were valued at $1.10 per share, or
$330,000 in the aggregate. The issuance of the CFC
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 7,715,120
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
- ----------- ------ ------- -------- --------
Capital
Financial
Consultants,
Inc. 300,000 150,000 150,000 1.9%
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, Lewisville, Texas. The partners
in the law firm of Newlan & Newlan owned, as of the date of
this Prospectus, a total of 596,000 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 (e) 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;
(d) The Company's Quarterly Report on Form 10-QSB for the
period ended June 30, 1998; and
(e) 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 Consulting Services
Agreement, dated as of September 9, 1998,
between Registrant and Capital Financial
Consultants, Inc., a Texas corporation
23.1 Consent of Weaver and Tidwell, L.L.P.,
Certified Public Accountants
23.2 Consent of Newlan & Newlan, Attorneys at Law
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 September 18, 1998
David M. Loflin (Principal
Executive
Officer and
Principal
Accounting
Officer) and
Director
/s/ Waddell D. Loflin Vice President, September 18, 1998
Waddell D. Loflin Secretary and
Director
Director September , 1998
Richard N. Gill
/s/ Ross S. Bravata Director September 18, 1998
Ross S. Bravata
Director September , 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 Consulting
Services Agreement, dated as of September
9, 1998, between Registrant and Capital
Financial Consultants, Inc., a Texas
corporation
23.1 Consent of Weaver and Tidwell, L.L.P.,
Certified Public Accountants
23.2 Consent of Newlan & Newlan, Attorneys at
Law
<PAGE>
-------------
Exhibit 5.1
-------------
September 18, 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 Consulting Services
Agreement with Capital Financial Consultants,
Inc., a Texas corporation
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
150,000 shares of Company common stock, $.0001 par value per
share (the "Common Stock"), issued to Capital Financial
Consultants, Inc., a Texas corporation, pursuant to a
Financial Public Relations Consulting Services Agreement
(the "Agreement") approved by resolution of the Company's
Board of Directors on September 3, 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
--------------
Exhibit 10.1
--------------
FINANCIAL PUBLIC RELATIONS
CONSULTING SERVICES AGREEMENT
This Financial Public Relations Consulting Services
Agreement is made as of the 9th day of September, 1998, by
and between Capital Financial Consultants, Inc., a Texas
corporation ("Consultant"), and Internet Media Corporation,
a Nevada corporation (the "Company").
WHEREAS, Consultant possesses experience in the field of
financial public relations; and
WHEREAS, the Company is a publicly-held company and files
periodic reports pursuant to the requirements of the
Securities Exchange Act of 1934, with its common stock
trading on the NASD's OTC Electronic Bulletin Board under
the symbol "USRF"; and
WHEREAS, the Company desires to hire Consultant and
Consultant is willing to accept the Company as a client.
NOW THEREFORE, in consideration of the mutual covenants
herein contained, it is agreed:
1. The Company hereby engages Consultant, on a non-
exclusive basis, to render consulting services with respect
to financial public relations, on behalf of the Company.
Consultant hereby accepts such engagement and agrees to
render such consulting services as are listed on Exhibit "A"
attached hereto and incorporated herein by this reference,
throughout the term of this Agreement. Consultant agrees
that it shall be responsible for all expenses incurred in
its performance hereunder.
It is further agreed that Consultant shall have no
authority to bind the Company to any contract or obligation
or to transact any business in the Company's name or on
behalf of the Company, in any manner. The parties intend
that Consultant shall perform its services required
hereunder as an independent contractor.
2. The term of this Agreement shall commence upon the
mutual execution of this Agreement and shall continue for
one year.
3. In consideration of the services to be performed by
Consultant, the Company agrees to pay to Consultant the
compensation set forth on Exhibit "B" attached hereto and
incorporated herein by this reference.
4. The Company represents and warrants to Consultant that:
A. The Company will cooperate fully and timely with
Consultant to enable Consultant to perform its obligations
hereunder.
B. The execution and performance of this Agreement by the
Company has been duly authorized by the Board of Directors
of the Company.
C. The performance by the Company of this Agreement will
not violate any applicable court decree, law or regulation,
nor will it violate any provisions of the organizational
documents of the Company or any contractual obligation by
which the Company may be bound.
5. Until such time as the same may become publicly known,
the parties agree that any information provided to either of
them by the other of a confidential nature will not be
revealed or disclosed to any person or entity, except in the
performance of this Agreement, and upon completion of
Consultant's services and upon the written request of the
Company, any original documentation provided by the Company
will be returned to it. Consultant, including each of its
affiliates, will not directly or indirectly buy or sell the
securities of the Company at any time when it or they are
privy to non-public information.
Consultant agrees that it will not disseminate any printed
matter relating to the Company, including, without
limitation, press releases, without prior written approval
of the Company's legal counsel.
Consultant acknowledges that, in light of the fact that
Consultant is in a special relationship with the Company due
to the entrustment by the Company to Consultant of non-
public, material "inside" information concerning the
Company, the relationship between the Company and Consultant
shall be that of a special relationship.
6. All notices hereunder shall be in writing and addressed
to the party at the address herein set forth, or at such
other address as to which notice pursuant to this section
may be given, and shall be given by personal delivery, by
certified mail (return receipt requested), Express Mail or
by national or international overnight courier. Notices
will be deemed given upon the earlier of actual receipt of
three (3) business days after being mailed or delivered to
such courier service.
Notices shall be addressed to Consultant at:
Capital Financial Consultants, Inc.
1861 Brown Boulevard
Suite 669
Arlington, Texas 76006
and to the Company at:
Internet Media Corporation
8748 Quarters Lake Road
Baton Rouge, Louisiana 70809
with a copy to:
Newlan & Newlan, Attorneys at Law
819 Office Park Circle
Lewisville, Texas 75057
7. Miscellaneous.
A. In the event of a dispute between the parties arising
out of this Agreement, both Consultant and the Company agree
to submit such dispute to arbitration before the American
Arbitration Association (the "Association") at the
Association's Dallas, Texas, offices, in accordance with the
then-current rules of the Association; the award given by
the arbitrators shall be binding and a judgment can be
obtained on any such award in any court of competent
jurisdiction. It is expressly agreed that the arbitrators,
as part of their award, can award attorneys fees to the
prevailing party.
B. This Agreement is not assignable in whole or in any
part, and shall be binding upon the parties, their heirs,
representatives, successors or assigns.
C. This Agreement may be executed in multiple
counterparts which shall be deemed an original. It shall
not be necessary that each party execute each counterpart,
or that any one counterpart be executed by more than one
party, if each party executes at least one counterpart.
D. This Agreement shall be governed by, and construed in
accordance with, the laws of the State of Texas.
INTERNET MEDIA CORPORATION
By: /s/ David M. Loflin
David M. Loflin
President
CAPITAL FINANCIAL CONSULTANTS, INC.
By: /s/ Michael Nichols
Michael Nichols
-----------------------------
Exhibit "A"
Financial Public Relations
Consulting Services Agreement
-----------------------------
SERVICES TO BE PERFORMED BY
CONSULTANT ON BEHALF OF THE COMPANY
The consulting services to be provided by Consultant under
the Financial Public Relations Consulting Services Agreement
to which this Exhibit "A" is attached include, but shall not
be limited to:
Increase network of individual brokers actually buying the
Common Stock of the Company.
Obtain a minimum of two valid, active market makers for the
Common Stock of the Company, in addition to the market
makers currently making market in the Common Stock of the
Company.
Develop relationships for the Company with regional
brokerage firms and individual stock brokers for additional
buying sponsorship of the Common Stock of the Company.
Contact and keep fully informed stockbrokers that are
currently interested in the Company.
Fax, e-mail or otherwise deliver, on a broad basis, Company
information to stockbrokers and other potential purchasers
of the Common Stock of the Company.
Respond to daily inquiries from investors.
-----------------------------
Exhibit "B"
Financial Public Relations
Consulting Services Agreement
-----------------------------
COMPENSATION TO BE PAID BY THE COMPANY TO CONSULTANT
Consultant shall receive, upon execution of the Financial
Public Relations Consulting Services Agreement (the
"Agreement") to which this Exhibit "B" relates, the
following:
300,000 shares of Company Common Stock, which shares shall
be valued at a price of $1.10 per share, or $330,000, in the
aggregate. The Company shall cause 150,000 of such shares
to be registered pursuant to a Registration Statement on
Form S-8 to be filed by the Company as soon as is
practicable following the mutual execution of this
Agreement. The remaining 150,000 shares of Company Common
Stock to be issued to Consultant shall possess no rights of
registration.
Consultant represents and warrants to the Company that the
shares of the Company being acquired pursuant to the
Agreement are being acquired for its own account and for
investment and not with a view to the public resale or
distribution of such shares and further acknowledges that
the shares being issued have not been registered under the
Securities Act or any state securities law and are
"restricted securities", as that term is defined in Rule 144
promulgated by the SEC, and must be held indefinitely,
unless they are subsequently registered or an exemption from
such registration is available.
Consultant represents and warrants that it has investigated
the Company, its financial condition, business and
prospects, and has had the opportunity to ask questions of,
and to receive answers from, the Company with respect
thereto. Consultant acknowledges that it is aware that the
Company is substantially illiquid and is dependent upon the
successful completion of its currently on-going private
offering to achieve its business objectives.
Consultant acknowledges that the share certificate or
certificates of the Company issued to it pursuant to this
Agreement will bear a legend restricting future transfer in
the following , or similar, form:
"THE STOCK REPRESENTED BY THIS CERTIFICATE HAS BEEN ISSUED
IN RELIANCE UPON THE EXEMPTION FROM REGISTRATION AFFORDED BY
SECTION 4(6) OF THE SECURITIES ACT OF 1933, AS AMENDED. THE
STOCK MAY NOT BE TRANSFERRED WITHOUT REGISTRATION, EXCEPT IN
A TRANSACTION EXEMPT FROM SUCH REGISTRATION."
<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
September 18, 1998
<PAGE>
--------------
Exhibit 23.2
--------------
Consent of Newlan & Newlan
is included in the Opinion filed as Exhibit 5.1 hereto
