U.S. SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-KSB/A
/X/ Annual report under Section 13 or 15(d) of the
Securities Exchange Act of 1934
For the fiscal year ended July 31, 1998
/ / Transition report under Section 13 or 15(d) of the
Securities Exchange Act of 1934
For the transition period from ______ to ________
Commission file number 0-23491
GLOBAL MEDIA CORPORATION
_____________________________________________________________________________
(Name of Small Business Issuer in its Charter)
Nevada 91-1842480
______________________________________________________________________________
(State of Incorporation) (IRS Employer ID No.)
83 Victoria Crescent
Nanaimo, BC, Canada V9R 5B9
_____________________________________________________________________________
(Address of Principle Executive Offices) (ZIP Code)
(250) 716-9949
_________________________________
Issuers Telephone Number, Including Area Code
Securities registered under Section 12(b) of the Exchange Act:
Title of Each Class Name of Each Exchange
On Which Registered
______________________ _______________________
______________________ _______________________
______________________ _______________________
Securities registered under Section 12 (g) of the Exchange Act:
Common Stock
______________________
(Title of Class)
Check whether issuer:
(1) filed all reports required to be filed by Section 13 or 15(d) of the
Exchange Act during the past 12 months (or for such shorter period that
the registrant was required to file such reports), YES /X/ NO / /
and
(2) has been subject to such filing requirements for the past 90 days.
YES /X/ NO/ /
Check if there is no disclosure of delinquent filers in response to Item 405
of Regulation S-B is not contained in this form, and no disclosure will be
contained, to the best of registrant's knowledge, in definitive proxy or
information statements incorporated by reference in Part III of this Form 10-
KSB or any amendment to this form 10-KSB. / /
State issuer's revenues for its most recent fiscal year.
State the aggregate market value of the voting and non-voting common equity
held by non-affiliates computed by reference to the price at which the common
equity was sold, or the average bid and asked prices of such common equity, as
of a specified date within the past 60 days. (See definition of affiliate in
Rule 12b-2 of the Exchange Act.)
Note. If determining whether a person is an affiliate will involve an
unreasonable effort and expense, the issuer may calculate the aggregate
market value of the common equity held by non-affiliates on the basis of
reasonable assumptions, if the assumptions are stated.
APPLICABLE ONLY TO CORPORATE REGISTRANTS
State the number of shares outstanding of each of the issuer's classes of
common equity, as of the last practicable date. 19,890,831
DOCUMENTS INCORPORATED BY REFERENCE
If the following documents are incorporated by reference, briefly describe
them and identify the part of Form 10-KSB (e.g., Part I, Part II, etc.) Into
which the document is incorporated:
(1) any annual report to security holders
(2) any proxy or information statement; and
(3) any prospectus filed pursuant to Rule 424(b) or (c) of the Securities
Act of 1933 ("Securities Act").
The listed documents should be clearly described for identification purposes
(e.g., annual report to security holders for fiscal year ended December 24,
1990).
Transitional Small Business Disclosure Format (check one): YES / / NO/X/
<PAGE>
ITEM 9. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT
The following individuals were delinquent with respect to their reporting
requirements under Section 16 of the Securities Exchange Act of 1934 during
the most recently ended fiscal year: Michael Metcalfe, Robert Fuller and
Winston Barta. These individuals recently filed Forms 3, in December 1998.
Forms 5 have not yet been filed. Efforts are currently underway to correct
this deficiency and there is no reason to believe that such deficiencies will
re-occur.
Further, Messr.s Metcalfe, Fuller and Barta acquired stock options on or about
August 21, 1998, for which Forms 4 were to be filed on or about September 21,
1998. These reports were not timely filed. Efforts are currently underway to
submit these reports and there is no reason to expect that similar
deficiencies will re-occur.
ITEM 10. EXECUTIVE COMPENSATION
COMPENSATION OF DIRECTORS
Directors of the Company do not receive cash compensation for their services
as Directors or members of committees of the Board of Directors, but are
reimbursed for their reasonable expenses incurred in attending meetings of the
Board of Directors.
SUMMARY COMPENSATION TABLE
Securities
Underly-
Other Restric- ing All
Annual ted Options/ Other
Compen- Stock SARs *1 LTIP Compen-
Name and Year Salary Bonus sation Award(s) Payouts sation
Principal (US$) ($) ($) ($) (#) ($) ($)
Position
_____________________________________________________________________________
Michael
Metcalfe
President,
Chairman
of the
Board 1998 $54,525 0 0 0 200,000 0 0
Robert
Fuller
CEO,
Director 1998 0 0 0 0 200,000 0 0
Winston
Barta
VP,
Secretary,
Director 1998 $27,056 0 0 0 100,000 0 0
_____________________________________________________________________________
Footnote *1
The award of Common Stock Options depicted herein occurred on or about August
21, 1998, after the close of the Registrant's fiscal year. Each option is
exercisable at $0.50 per share.
(b) OPTION/SAR GRANTS IN LAST FISCAL YEAR (INDIVIDUAL GRANTS)
None
(c) AGGREGATED OPTION/SAR EXERCISES IN LAST FISCAL YEAR AND FY-END
OPTION/SAR VALUES
None
(d) LONG-TERM INCENTIVE PLANS AWARDS IN LAST FISCAL YEAR
None
(e) COMPENSATION OF DIRECTORS
1. Standard Arrangements.
The members of the Company's Board of Directors are reimbursed
for actual expenses incurred in attending Board meetings.
2. Other Arrangements.
There are no other arrangements.
(f) EMPLOYMENT CONTRACTS AND TERMINATION OF EMPLOYMENT,
AND CHANGE-IN-CONTROL ARRANGEMENTS
There were no employment contracts among the Company and any of its
management at the end of the 1998 fiscal year.
(g) REPORT ON REPRICING OF OPTIONS/SARS
None
In accordance with the requirements of the Securities Act of 1933, the
registrant caused this report to be signed on its behalf by the undersigned,
thereunto duly authorized.
GLOBAL MEDIA CORPORATION
By /s/ Michael Metcalfe
____________________
Michael Metcalfe,
President and Director
By /s/ Robert Fuller
____________________
Robert Fuller
CEO and Director
By /s/ Winston Barta
____________________
Winston Barta
V.P. of Marketing and Business Development
Director
By /s/ Dennis Morgan
____________________
Dennis Morgan
Director
By /s/ Jack D. Macdonald
____________________
Jack D. MacDonald
Director
