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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Amendment Number One To
FORM S-8
REGISTRATION STATEMENT UNDER
THE SECURITIES ACT OF 1933
INTERNET MULTI-MEDIA CORPORATION
(Exact name of Registrant as specified in its charter)
MILLENIA CORPORATION
(Former name of Registrant)
Nevada 87-0431096
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
2533 North Carson Street, Suite 3358, Carson City, Nevada 89706
(Address of Principal Executive Offices including zip code)
2000 Consulting Services Plan
2000 Stock Option Plan
(Full title of the plan)
SEC File Numbers 333-42362 and 333-42622
Christopher J. Moran, Jr.
4625 Clary Lakes Drive
Roswell, Georgia 30075
(Name and address of agent for service)
(770) 518-9542
(Telephone number, including area code, of agent for service)
The information in this prospectus is not complete and may be changed. These
securities may not be sold until the registration statement filed with the
Securities and Exchange Commission is effective. This preliminary prospectus is
not an offer to sell these securities and it is not soliciting an offer to buy
these securities in any jurisdiction where the offer or sale is not permitted.
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PRELIMINARY PROSPECTUS SUBJECT TO COMPLETION
Internet Multi-Media Corporation
Common Stock
4,103,000 Shares
The stockholders of Internet Multi-Media Corporation listed on page 16
will, from time to time, be offering and selling an aggregate of 4,103,000
shares of our $.001 par value Common Stock under this prospectus. The shares
being offered under this prospectus include: (I) 3,253,000 shares of our Common
Stock that were issued to certain of our present and past officers, directors
and consultants and (ii) 850,000 shares that will be issued to our directors
upon the exercise of outstanding options.
The selling stockholders' shares are not being underwritten and we will
not receive any proceeds from the sale of the shares.
There is currently no public market for our Common Stock.
Prospective purchasers of our shares should carefully read the risk
factors beginning on page 6.
The Securities and Exchange Commission and state securities regulators
have not approved or disapproved of these securities or determined if this
prospectus is truthful or complete. Any representation to the contrary is a
criminal offense.
The date of this Prospectus is August 4, 2000.
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TABLE OF CONTENTS
<TABLE>
<S> <C>
Prospectus Summary....................................... 4
Risk Factors............................................. 6
Selling Stockholders..................................... 16
Use of Proceeds.......................................... 21
Plan of Distribution..................................... 22
Legal Matters............................................ 24
Experts.................................................. 24
Where You Can Find More Information About Us............. 25
</TABLE>
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PROSPECTUS SUMMARY
The following summary is qualified in its entirety by the more detailed
information appearing elsewhere in this prospectus and the documents and
information incorporated herein by reference. This prospectus contains
forward-looking statements which involve risks and uncertainties. Our actual
results could differ materially from those anticipated in these forward-looking
statements as a result of a variety of factors, including those set forth under
"Risk Factors" and elsewhere in this prospectus. The information contained in
this prospectus is accurate only as of the date of this prospectus, regardless
of the time of delivery of this prospectus or of any sale of our Common Stock.
In this prospectus, references to the "Company," "we," "our" and "us" refer to
Internet Multi-Media Corporation, a Nevada corporation.
Our History and Business
We are a Nevada Corporation. Our principal business address is 2533
North Carson Street, Suite #3358, Carson City, Nevada, 89706. Our telephone
number is 702-841-4779.
We were originally incorporated as Yellow Jacket Corp. under the laws
of the State of Utah on November 25, 1985. Effective October 31, 1993 we merged
with Waco Holding Company ("Waco") a newly formed Nevada Corporation. Waco was
initially incorporated in Nevada as Yellow Jacket Corp. but changed its name to
Waco. At the time of the Merger the only asset of Waco was an option to purchase
certain rights to a mining concession in Mexico known as the Santa Rita Mine. On
October 31, 1994 we changed our name to Millenia Corporation.
We entered into a Plan and Agreement of Merger dated March 17, 1998
with NN Acquisition Corp. and Naturally Niagara Beverage Corporation; which
became effective June 1, 1998. We acquired the exclusive licence to produce and
market
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various related spring water beverage products. On January 25, 2000 we changed
our name to Internet Multi-Media Corporation.
On February 23, 2000 we entered into a Letter of Agreement with SMC
Soundmusic.com ("SMC") to acquire SMC. The valuation of SMC has not been
established to the satisfaction of our management, no formal share exchange
agreement was ever entered into, and this acquisition has been postponed
indefinitely by both SMC and us.
On August 1, 2000 we entered into an oral agreement to acquire Oasis
Technologies.srl, an Italian Corporation. The acquisition would be a stock swap
and Oasis would become a wholly-owned subsidiary of ours. The details of this
merger or acquisition are still being worked out and there can be no assurance
that this merger or acquisition will ever take place. Use of this Prospectus
shall be terminated if this acquisition takes place and an amended prospectus
will be provided.
We are in the development stage because we have not commenced planned
principal operations in attempting to search for and develop or acquire a
business opportunity. We are minimally capitalized. We have not engaged in any
substantial business activity over a sustained period of time and thus cannot be
said to have a successful operating history. We have not been subject to any
bankruptcy, receivership or similar proceedings.
Selecting a merger or acquisition target will be complex and extremely
risky. Because of general economic conditions, rapid technological advances
being made in some industries, and shortages of available capital, management
believes that there are numerous entities seeking the benefits of a
publicly-traded corporation. Such perceived benefits of a publicly traded
corporation may include facilitating or improving the terms on which additional
equity financing may be sought, providing liquidity for the principals of a
business, creating a means for providing incentive stock options or similar
benefits to key employees, providing liquidity (subject to restrictions of
applicable statues) for all stockholders, and other items. Potential merger or
acquisition targets may exist in many different industries and at various stages
of development, all of which will make the task of comparative investigation and
analysis of such merger or acquisition targets extremely difficult and complex.
We have insufficient capital with which to provide the owners of merger
or acquisition targets significant cash or other assets. We believe that we will
offer
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owners of merger or acquisition targets the opportunity to acquire a
controlling ownership interest in a public company at substantially less cost
than is required to conduct an initial public offering. Nevertheless, we have
not conducted market research and are not aware of statistical data which would
support the perceived benefits of a merger or acquisition transaction for the
owners of a merger target.
It is impossible to predict at this time the status of any business in
which we may become engaged, in that such business may need to seek additional
capital, may desire to have its shares publicly traded, or may seek other
perceived advantages which we may offer. However, we do not intend to obtain
funds in one or more private placements to finance the operation of any acquired
business opportunity until such time as we have successfully consummated merger
or acquisition with an existing company.
The Offering
Common Stock offered by the selling stockholders: 4,103,000 shares(1)
Common Stock outstanding: 29,843,747 shares(2)
(1) Consists of 3,253,000 shares of Common Stock currently outstanding and
850,000 shares of Common Stock issuable upon the exercise of currently
outstanding options.
(2) Does not include the 850,000 shares of Common Stock issuable upon the
exercise of currently outstanding options. If all options were exercised, our
aggregate Common shares outstanding would be 30,693,747.
RISK FACTORS
You should carefully consider the risks described below. The risks and
uncertainties described below are not the only ones we face. Additional risks
and uncertainties not presently known to us or that we currently deem immaterial
may also impair our operations. If any of the following risks actually occur,
our business,
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financial condition or results of operations could be materially and adversely
affected.
We Have No Operating History or Basis for Evaluating Prospects
We have no operating business or concrete plans to develop one and have
not, as of the date hereof, finalized any contracts with any merger or
acquisition targets.
Accordingly, there is only a limited basis upon which to evaluate our prospects
for achieving our intended business objectives.
We Have Limited Resources and No Present Source of Revenues
We have limited resources and have had no revenues to date. In
addition, we will not achieve any revenues (other than insignificant investment
income) until, at the earliest, the consummation of merger or acquisition.
Moreover, there can be no assurance that any merger or acquisition target, at
the time of our consummation of merger or acquisition, or at any time
thereafter, will derive any material revenues from its operations or operate on
a profitable basis. Further, in order to avoid status as an "Investment Company"
under the Investment Company Act of 1940, we will only invest our funds prior to
merger or acquisition in limited investments which do not trigger Investment
Company status. There can be no assurance that determinations ultimately made by
us will permit us to achieve our business objectives.
We May Need Additional Financing In Order to Execute Our Business Plan
We have had no revenues to date and will be entirely dependent upon our
limited available financial resources to implement our business objectives. We
cannot ascertain with any degree of certainty the capital requirements for the
execution of our business plan. In the event that our limited financial
resources prove to be insufficient to implement our business plan (because of
the size of the merger or acquisition or
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other reasons), we may be required to seek additional financing. In addition, in
the event of the consummation of merger or acquisition, we may require
additional financing to fund the operations or growth of the merger or
acquisition target.
Additional Financing May Not Be Available to Us If Needed
There can be no assurance that additional financing, if needed, will be
available on acceptable terms, or at all. To the extent that additional
financing proves to be unavailable when needed, we would, in all likelihood, be
compelled to abandon plans of merger or acquisition, and would have minimal
capital remaining to pursue other merger or acquisition targets. Our failure to
secure additional financing, if needed, could also have a material adverse
effect on the continued development or growth of our merger or acquisition
target. We have no arrangements with any bank or financial institution to secure
additional financing and there can be no assurance that any such arrangement, if
required or otherwise sought, would be available on terms deemed to be
commercially acceptable and in our best interests.
We May Not Be Able to Borrow Funds If Needed
There currently are no limitations on our ability to borrow funds to
increase the amount of capital available to us to effect merger or acquisition.
However, our limited resources and lack of operating history will make it
difficult to borrow funds. The amount and nature of any of our borrowing will
depend on numerous considerations, including our capital requirements, our
perceived ability to meet debt service on any such borrowing and the then
prevailing conditions in the financial markets, as well as general economic
conditions. There can be no assurance that debt financing, if required or
sought, would be available on terms deemed to be commercially acceptable by us
and in our best interests. Our inability to borrow funds required to effect or
facilitate merger or acquisition, or to provide funds for an additional infusion
of capital into merger or acquisition target, may have a material adverse effect
on our
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financial condition and future prospects. Additionally, to the extent
that debt financing ultimately proves to be available, any borrowing may subject
us to various risks traditionally associated with indebtedness, including the
risks of interest rate fluctuations and insufficiency of cash flow to pay
principal and interest. Furthermore, merger or acquisition target may have
already incurred borrowing and, therefore, all the risks inherent in borrowing
funds.
We Are Unable to Ascertain Risks Relating to the Industry and Nature of
Unidentified Merger or Acquisition Targets
We have not selected any particular industry or merger or acquisition
target in which to concentrate our merger or acquisition efforts. While our
directors have had numerous and substantial contacts with the management of SMC
and of Oasis, no formal arrangements have been agreed to and we have not
received audited financial information on either SMC or Oasis. Accordingly,
there is no basis to evaluate the possible merits or risks of merger or
acquisition target or the particular industry in which we may ultimately
operate, and therefore risks of a currently unascertainable nature may arise
when a specific merger or acquisition target and industry is chosen. For
example, to the extent that we effect merger or acquisition with a financially
unstable company or an entity in its early stage of development or growth
(including entities without established records of revenues or income), we will
become subject to numerous risks inherent in the business and operations of
financially unstable and early stage or potential emerging growth companies. In
addition, to the extent that we effect merger or acquisition with an entity in
an industry characterized by a high level of risk, we will become subject to the
currently unascertainable risks of that industry. An extremely high level of
risk frequently characterizes certain industries which experience rapid growth.
Although management will endeavor to evaluate the risks inherent in a
particular merger or acquisition target or industry, there can be no assurance
that we will properly ascertain or assess all such risks.
Scarcity of and Competition for Merger or Acquisition Opportunities May Hinder
the
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Identification of Merger or Acquisition Targets and the Consummation of any
Merger or Acquisition.
We expect to encounter intense competition from other entities having
business objectives similar ours. Many of these entities, including venture
capital partnerships and corporations, other blind pool companies, large
industrial and financial institutions, small business investment companies and
wealthy individuals, are well-established and have extensive experience in
connection with identifying and effecting merger or acquisitions directly or
through affiliates. Many of these competitors possess greater financial,
technical, human and other resources than us and there can be no assurance that
we will have the ability to compete successfully. Our financial resources will
be limited in comparison to those of many of our competitors. This inherent
competitive limitation may compel us to select certain less attractive merger or
acquisition prospects. There can be no assurance that such prospects will permit
us to achieve our stated business objectives.
Other than Letters of Intent, We Have No Current Agreement With any Possible
Merger or Acquisition Target and No established Standards for Merger or
Acquisition, Which May Impair the Identification, Evaluation and Consummation of
Suitable Merger or Acquisition Opportunities.
Other than our Letters of Intent with SMC and with Oasis, we have no
arrangement, agreement, or understanding with respect to engaging in merger or
acquisition with any private entity. We have not been provided with audited
financial information with respect to either SMC or Oasis. There can be no
assurance that we will successfully identify and evaluate Suitable merger or
acquisition opportunities or conclude merger or acquisition. Our management has
not identified any particular industry or specific business within an industry
for evaluations. There is no assurance that we will be able to negotiate merger
or acquisition on terms favorable to us. We have not established a specific
length of operating history or a specified level of earnings, assets, net worth
or other criteria which we will require merger or acquisition target to have
achieved. Accordingly, we may enter into merger or acquisition with merger or
acquisition target having no significant operating history, losses, limited or
no potential for earnings, limited assets, negative net worth, or other negative
characteristics.
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Success of Our Business Plan Depends In Upon the Consummation of merger or
acquisition
The success of our proposed plan of operation depends on locating and
consummating merger or acquisition with merger or acquisition target. Subsequent
to any merger or acquisition, our success will depend on the operations,
financial condition, and management of the identified merger or acquisition
target. While our management intends to seek merger or acquisition with a
company that has an established operating history, we cannot assure that we will
successfully locate candidates meeting such criteria. In the event we complete
merger or acquisition, the success of our operations may be dependent upon
management of the successor entity together with numerous other factors beyond
our control.
We May Be Subject to Uncertainty in the Competitive Environment of Merger or
Acquisition Target
In the event that we succeed in effecting merger or acquisition, we
will, in all likelihood, become subject to intense competition from competitors
of the merger or acquisition target. In particular, certain industries which
experience rapid growth frequently attract an increasingly larger number of
competitors, including competitors with greater financial, marketing, technical,
human and other resources than the initial competitors in the industry. The
degree of competition characterizing the industry of any prospective merger or
acquisition target cannot presently be ascertained. There can be no assurance
that, subsequent to a consummation of merger or acquisition, we will have the
resources to compete effectively in the industry of the merger or acquisition
target, especially to the extent that the merger or acquisition target is in a
high-growth industry.
Probable Lack of Business Diversification Due to Limited Resources Limits the
Prospects for Our Success
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As a result of our limited resources, in all likelihood we will have
the ability to effect only a single merger or acquisition. Accordingly, our
success will be entirely dependent upon the future performance of a single
business. Unlike certain entities which have the resources to consummate several
merger or acquisitions or entities operating in multiple industries or multiple
segments of a single industry, it is highly likely that we will not have the
resources to diversify our operations or benefit from the possible spreading of
risks or offsetting of losses. Our probable lack of diversification may subject
us to numerous economic, competitive and regulatory developments, any or all of
which may have a material adverse impact upon the particular industry in which
we may operate subsequent to the consummation of merger or acquisition. The
prospects for our success may become dependent upon the development or market
acceptance of a single or limited number of products, processes or services.
Accordingly, notwithstanding the possibility of capital investment in and
management assistance to the merger or acquisition target, there can be no
assurance that the merger or acquisition target will prove to be commercially
viable.
We May Pursue Merger or Acquisition With Merger or Acquisition Target Operating
Outside the United States: Special Additional Risks Relating to Doing Business
in a Foreign Country
We may effectuate merger or acquisition with merger or acquisition
target whose business operations or even headquarters, place of formation or
primary place of business are located outside the United States. Oasis, for
example, is incorporated under the laws of Italy. In such event, we may face the
significant additional risks associated with doing business in that country. In
addition to the language barriers, different presentations of financial
information, different business practices, and other cultural differences and
barriers that may make it difficult to evaluate such merger or acquisition
target, ongoing business risks result from the internal political situation,
uncertain legal systems and applications of law, prejudice against foreigners,
corrupt practices, uncertain economic policies and potential political and
economic instability that may be exacerbated in various foreign countries.
Our Officers and Directors are Part-time.
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Our officers and directors all have other, full-time positions and are
not required to commit their full time to our affairs. As a result, the
consummation of merger or acquisition may require a greater period of time than
if our management devoted their full time to our affairs. However, our officers
and directors will devote such time as they deem reasonably necessary to carry
out our business and affairs, including the evaluation of Potential merger or
acquisition and acquisition targets and the negotiation and consummation of
merger or acquisition.
Possibility of a Loss of Control to Merger or Acquisition Partner
It is likely that any merger or acquisition will result in control by
the stockholders of the merger or acquisition target and that our stockholders
would retain only a relatively small minority position. Any such merger or
acquisition may require our management to sell, transfer or cancel all or a
portion of our Stock held by management, or cause our officers and directors to
resign.
Risks to Stockholders Relating to Dilution: Authorization of Additional
Securities and Reduction of Percentage Share Ownership Following Merger or
Acquisition.
Our certificate of incorporation authorizes the issuance of 90,000,000
shares of Common Stock. There are currently 59,306,253 authorized but unissued
shares of Common Stock available for issuance. This amount excludes 850,000
shares of Common Stock reserved for issuance upon the exercise of presently
outstanding options. We have no commitments as of this date to issue any of
these 59,306,253 shares of Common Stock. We will, in all likelihood, issue a
substantial number of additional shares in connection with or following a merger
or acquisition. To the extent that additional shares of Common Stock are issued,
our Stockholders would experience dilution of their respective ownership
interests.
Additionally, if we issue a substantial number of shares of Common Stock in
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connection with or following a merger or acquisition, a change in control may
occur which may affect, among other things, our ability to utilize net operating
loss carry forwards, if any. Furthermore, the issuance of a substantial number
of shares of our Common Stock may adversely affect prevailing market prices, if
any, for our Common Stock and could impair our ability to raise additional
capital through the sale of our equity securities. We may use consultants and
other third parties providing goods and services, including assistance in the
evaluation of Potential merger or acquisition targets. These consultants or
third parties may be paid in cash, stock, options or other of our securities.
21st Equity Partners, LLP, a North Carolina Limited Partnership, has already
received 500,000 shares of our Common Stock for consulting services related to
the acquisition of Oasis. Our Board of Directors has the sole discretion to
engage consultants and other assistance and to pay partially or in whole with
our Stock or options for our Stock and to raise additional funds by selling our
securities which may involve substantial additional dilution to the investors.
Taxation Considerations May Impact the Structure of a Merger or Acquisition and
Post-Merger Liabilities
Federal and state tax consequences will, in all likelihood, be major
considerations in any merger or acquisition we may undertake. The structure of
merger or acquisition or the distribution of securities to stockholders may
result in taxation of us, merger or acquisition target or our stockholders.
Typically, these transactions may be structured to result in tax-free treatment
to both companies, pursuant to various federal and state tax provisions. We
intend to structure any merger or acquisition so as to minimize the federal and
state tax consequences to both us and our merger or acquisition target.
Management cannot assure that merger or acquisition will meet the statutory
requirements for a tax-free reorganization, or that the parties will obtain the
intended tax-free treatment upon a transfer of Stock or assets. A non-qualifying
reorganization could result in the imposition of both federal and state taxes,
which may have an adverse effect on both parties to the transaction.
We May Be Deemed an Investment Company and Subjected to Related Restrictions
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The regulatory scope of the Investment Company Act of 1940, as amended,
which was enacted principally for the purpose of regulating vehicles for pooled
investments in securities, extends generally to companies engaged primarily in
the business of investing, reinvesting, owning, holding or trading in
securities. The Investment Company Act may, however, also be deemed to be
applicable to a company which does not intend to be characterized as an
investment company but which, nevertheless, engages in activities which may be
deemed to be within the definitional scope of certain provisions of the
Investment Company Act. We believe that our anticipated principal activities,
which will involve acquiring control of an operating company, will not subject
us to regulation under the Investment Company Act. Nevertheless, there can be no
assurance that we will not be deemed to be an investment company, particularly
during the period prior to consummation of merger or acquisition. If we are
deemed to be an investment company, we may become subject to certain
restrictions relating to our activities, including restrictions on the nature of
our investments and the issuance of our securities. In addition, the Investment
Company Act imposes certain requirements on companies deemed to be within its
regulatory scope, including registration as an investment company, adoption of a
specific form of corporate structure and compliance with certain burdensome
reporting, record keeping, voting, proxy, disclosure and other rules and
regulations. In the event of our characterization as an investment company, our
failure to satisfy such regulatory requirements, whether on a timely basis or at
all, would, under certain circumstances, have a material adverse effect on our
future business prospects.
We are Authorized to Issue Preferred Stock
Our certificate of incorporation authorizes the issuance of 10,000,000
shares of preferred stock, with such designations, powers, preferences, rights,
qualifications, limitations and restrictions of such series as the Board of
Directors, subject to the laws of the state of Nevada, may determine from time
to time. Accordingly, the Board of Directors is empowered, without stockholder
approval, to issue preferred stock with dividend, liquidation, conversion,
voting or other rights which could adversely affect the voting power or other
rights of the holders of Common Stock. In addition, the preferred stock could be
utilized, under certain circumstances, as a method of discouraging, delaying or
preventing a change in control. Although we do not currently intend to issue any
shares of preferred stock, there can be no assurance that
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we will not do so in the future. As of this date, we have no outstanding shares
of preferred stock.
Our Stock is a Penny Stock
The Securities and Exchange Commission has adopted rules that regulate
broker-dealer practices in connection with transactions in "penny stocks". Penny
stocks are generally equity securities with a price of less than $5.00 per
share. The penny stock rules require a broker-dealer, prior to a transaction in
a penny stock not otherwise exempt from those rules, deliver a standardized risk
disclosure document prepared by the Commission, which (I) contains a description
of the nature and level of risk in the market for penny stocks in both public
offerings and secondary trading; (ii) contains a description of the broker's or
dealer's duties to the customer and of the rights and remedies available to the
customer with respect to violation to such duties or other requirements of
Securities laws; (iii) contains a brief, clear, narrative description of a
dealer market, including "bid" and "ask" prices for penny stocks and
significance of the spread between the "bid" and "ask" price; (iv) contains a
toll-free telephone number for inquiries on disciplinary actions; (v) defines
significant terms in the disclosure document or in the conduct of trading in
penny stocks; and (vi) contains such other information and is in such form
(including language, type, size and format), as the Commission shall require by
rule or regulation. The broker-dealer also must provide, prior to effecting any
transaction in penny stock, the customer (I) with bid and offer quotations for
the penny stock; (ii) the compensation of the broker-dealer and its salesperson
in the transaction; (iii) the number of shares to which such bid and ask prices
apply, or other comparable information relating to the depth and liquidity of
the market for such stock; and (iv) month account statements showing the market
value of each penny stock held in the customer's account. In addition, the penny
stock rules require that prior to a transaction in a penny stock not otherwise
exempt from those rules; the broker-dealer must make a special written
determination that the penny stock is a suitable investment for the purchaser
and receive the purchaser's written acknowledgment of the receipt of a risk
disclosure statement, a written agreement to transactions involving penny
stocks, and a signed and dated copy of a written suitably statement. These
disclosure requirements may have the effect of reducing the trading activity in
the secondary market for a stock that becomes subject to the penny stock rules.
Since
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the Company's securities are subject to the penny stock rules, holders of those
securities may have difficulty selling those securities.
SELLING STOCKHOLDERS
The shares offered by this prospectus include up to 4,103,000 shares of
our Common Stock, including: (I) 3,253,000 shares of Common Stock issued to our
present and past officers, directors and consultants as consideration for
consulting services rendered by them, and (ii) 850,000 shares of Common Stock
issuable upon the exercise of options issued to our directors with an exercise
price of $0.18 per share.
The shares listed below represent all of the shares that, to our
knowledge, each selling stockholder beneficially owned as of August 4, 2000. The
number of shares each of them may offer and the number of shares each of them
will own after the offering assumes (I) that they sell all of the shares
registered, and (ii) that they acquire no additional shares before completion of
this offering.
<TABLE>
<CAPTION>
------------------------------ ---------------------------- --------------------------- ----------------------------
Name of Selling Shareholder Common Stock Owned Common Stock Being Common Stock To Be Owned
Beneficially Before This Registered In This Beneficially After This
Offering Offering Offering (1)
------------------------------ ---------------------------- --------------------------- ----------------------------
<S> <C> <C> <C>
Reno J. Calabrigo 1,838,000 shares 1,838,000 shares 0 (2) (3)
(2) (2)
------------------------------ ---------------------------- --------------------------- ----------------------------
Cornelia Patterson 500,000 shares 500,000 shares 0 (3)
------------------------------ ---------------------------- --------------------------- ----------------------------
Michael Waldkirch 1,230,000 shares 1,230,000 shares 0
------------------------------ ---------------------------- --------------------------- ----------------------------
Janet Winkler 100,000 shares 100,000 shares 0
------------------------------ ---------------------------- --------------------------- ----------------------------
</TABLE>
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<TABLE>
<S> <C> <C> <C>
Kelly Kampen 150,000 shares 150,000 shares 0 (3)
------------------------------ ---------------------------- --------------------------- ----------------------------
Michael Doodson 300,000 shares 300,000 shares 0 (3)
------------------------------ ---------------------------- --------------------------- ----------------------------
Employees of 21st Equity 500,000 shares 500,000 shares 0 (2)
Partners, LLC (4)
------------------------------ ---------------------------- --------------------------- ----------------------------
</TABLE>
(1) Pursuant to Rule 416 of the Securities Act, this prospectus also covers such
additional number of shares of Common Stock as may become issuable upon exercise
of the options held by the selling stockholders as a result of stock splits,
stock dividends and similar transactions.
(2) 500,000 of the shares held by Reno J. Calabrigo are also beneficially owned
by employees of 21st Equity Partners, LLP, who shall receive these shares as
compensation for arranging the acquisition of Oasis by us.
(3) Assumes that all of the shares acquired upon exercise of the options held by
the selling stockholders covered by this prospectus are sold in the offering.
(4) These individuals will receive stock for presenting us with merger and
acquisition opportunities.
Security Ownership of Certain Beneficial Owners and Management
The following tables set forth information relating to the beneficial
ownership of our Common Stock by those persons beneficially holding more than 5%
of the Company's Common Stock, by directors and executive officers, and by all
of the Company's directors and executive officers as a group. As of August 4,
2000 there were 29,843,747 Common Shares issued and outstanding as well as
options to purchase 850,000 shares held by our current directors.
(A) SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS:
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<TABLE>
<CAPTION>
----------------------------------------------------------------------------------------------------------------------
TITLE OF NAME AND AMOUNT AND PERCENTAGE OF
CLASS ADDRESS OF NATURE OF OUTSTANDING
BENEFICIAL OWNER BENEFICIAL
OWNERSHIP
----------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
Common Stock Park View Enterprises, Inc. 1,800,000 Shares Record 06.03%
and Beneficial
----------------------------------------------------------------------------------------------------------------------
Common Stock Reno J. Calabrigo 1,838,000 Shares Record 06.15%
170 The DonWay West, Suite and Beneficial
305 Toronto, Ontario,
Canada
----------------------------------------------------------------------------------------------------------------------
</TABLE>
(B) SECURITY OWNERSHIP OF MANAGEMENT:
<TABLE>
<CAPTION>
----------------------------------------------------------------------------------------------------------------------
TITLE OF NAME AND AMOUNT AND PERCENTAGE OF
CLASS ADDRESS OF NATURE OF OUTSTANDING
BENEFICIAL OWNER BENEFICIAL
OWNERSHIP
----------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
Common Stock Reno J. Calabrigo 1,838,000 Shares Record 06.15%
170 The DonWay West, Suite and Beneficial
305 Toronto, Ontario, Canada
----------------------------------------------------------------------------------------------------------------------
Common Stock Cornelia Patterson 500,000 Shares Record and 01.67%
1348 Ottawa Avenue West Beneficial
Vancouver, BC, Canada
----------------------------------------------------------------------------------------------------------------------
Common Stock Michael Doodson 300,000 Shares Record and 01.00%
2533 North Carson Street, Beneficial
Suite 3358, Carson City,
Nevada
----------------------------------------------------------------------------------------------------------------------
Common Stock Kelly Kampen 100,000 Shares 00.33%
2533 North Carson Street,
Suite 3358, Carson City,
Nevada 89706
----------------------------------------------------------------------------------------------------------------------
Common Stock All Officers and Directors 2,738,000 Shares Record 09.17%
as a Group (four persons) and Beneficial
----------------------------------------------------------------------------------------------------------------------
</TABLE>
19
<PAGE> 20
(C) CHANGES IN CONTROL:
There are currently no arrangements known to management that may result
in a change in control of the Company.
Our Directors and Executive Officers.
Directors and Executive Officers
The members of the Board of Directors of the Company serve until the
next annual meeting of stockholders, or until their successors have been
elected. The officers serve at the pleasure of the Board of Directors. There are
no family relationships among the Company's officers and directors, nor are
there any arrangements or understandings between any of the directors or
officers of the Company or any other person pursuant to which any officer or
director was or is to be selected as an officer or director. Information as to
the directors and executive officers of the Company is as follows:
20
<PAGE> 21
<TABLE>
<CAPTION>
--------------------------------------------------------------------------------
NAME POSITION HELD
--------------------------------------------------------------------------------
<S> <C>
RENO J. CALABRIGO President and Director
--------------------------------------------------------------------------------
MICHAEL DOODSON Director
--------------------------------------------------------------------------------
KELLY KAMPEN Director
--------------------------------------------------------------------------------
CORNELIA PATTERSON Secretary and Director
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
</TABLE>
DESCRIPTION OF SECURITIES
We are authorized to issue 100,000,000 shares each having a par value
of $.001 per share of which 90,000,000 shall be Common Shares and 10,000,000
shall be Preferred Shares. As of August 4, 2000, we had 29,843,747 Common Shares
outstanding as well as options held by our directors to purchase up to 850,000
Shares. No Preferred Shares are issued or outstanding.
Each shareholder of Common Stock, either in person or by proxy, may
cast one vote per share of Common Stock held on all matters to be voted on. The
presence, in person or by proxy, of the holders of a majority of the total
number of shares entitled to vote constitutes a quorum for the transaction of
business. Assuming that a quorum is present, the affirmative vote of a majority
of our shares present in person or represented by proxy is required. Our
articles do not provide for cumulative voting or pre-emptive rights.
There are outstanding options to purchase 850,000 Shares of our Common
Stock held by our four directors. We have never paid a dividend on our Common
Shares, and we currently intend to retain earnings, if any, for use in our
business and to finance future growth. Accordingly, we anticipate that no
dividends will be paid to holders of Common Shares in the foreseeable future.
Any future determination as to the distribution of cash dividends will depend
upon our earnings and financial position at that time and such other factors as
our Board of Directors may deem appropriate.
21
<PAGE> 22
USE OF PROCEEDS
We will receive the proceeds from the payment of the exercise price of
the options and these payments will be applied towards our working capital. We
will not receive any portion of the proceeds from the sale of the shares of
Common Stock held by the selling stockholders or the resale of the shares of
Common Stock acquired upon exercise of the options.
PLAN OF DISTRIBUTION
We are registering the shares on behalf of the selling stockholders.
"Selling stockholders" as used in this prospectus, includes donees and pledgees
selling shares received from a named selling stockholder after the date of this
prospectus.
In the public market, the selling stockholders may sell their shares at
market prices prevailing at the time of sale, at prices related to such
prevailing market prices, at negotiated prices or at fixed prices.
In addition, the selling stockholders may use broker-dealers to sell
their shares in the public market. Sales through brokers or dealers may involve
one or more of the following:
- block trades in which the broker or dealer so engaged
will attempt to sell the selling stockholder's shares
as agent but may position and resell a portion of the
block as principal to facilitate the transaction;
- purchases by a broker or dealer as principal and
resale by such broker or dealer for its own account
pursuant to this prospectus; or
- ordinary brokerage transactions and transactions in
which the broker solicits purchasers.
If a broker or dealer is engaged by a selling stockholder, such broker
or dealer may either receive discounts or commission from the selling
stockholders, or they will receive commissions from purchasers of shares for
whom they acted as
22
<PAGE> 23
agents.
Selling stockholders have been advised that during the time each is
engaged in distribution of the securities covered by this Prospectus, to the
extent applicable, each must comply with Regulation M under the Securities
Exchange Act of 1934, as amended, and pursuant to such Regulation:
- shall not engage in any stabilization activity in
connection with our securities;
- shall furnish each broker through which securities
covered by this Prospectus may be offered the number
of copies of this Prospectus which are required by
each broker; and
- shall not bid for or purchase any of our securities
or attempt to induce any person to purchase any of
our securities other than as permitted under the
Securities Exchange Act of 1934, as amended.
LEGAL MATTERS
The validity of the shares offered by this prospectus will be passed
upon for us by Christopher J. Moran, Attorney at Law, Atlanta, Georgia.
EXPERTS
Our financial statements for the years ended December 31, 1999 and
December 31, 1998 have been included herein in reliance on the report of Marvin
Winick, B.Sc., Chartered Accountant and upon the authority of that firm as
experts in accounting and auditing.
WHERE YOU CAN FIND MORE INFORMATION ABOUT US
23
<PAGE> 24
We file annual, quarterly and special reports, proxy statements and
other information with the Securities and Exchange Commission. Our SEC filings
are available to the public over the Internet at the SEC's website at
http://www.sec.gov. You may read and copy any materials that we have filed with
the SEC at its Public Reference Room at 450 Fifth Street, N.W., Washington, D.C.
20549. You can also obtain copies of the documents at prescribed rates by
writing to the Public Reference Section of the SEC at 450 Fifth Street, N.W.,
Washington, D.C. 20549. You can obtain information on the operation of the
Public Reference Room by calling the SEC at 1-800-SEC-0330.
This prospectus is a post effective amendment to two registration
statements on Form S-8 that we filed with the SEC and omits portions of the
information contained in the registration statements as permitted by the SEC.
Additional information regarding us and our Common Stock is contained in the
registration statements. You can obtain copies of the registration statements
from the SEC at the street address or Internet site listed in the above
paragraph.
The SEC allows us to "incorporate by reference" into this prospectus
the information we have filed with them. The information incorporated by
reference is an important part of this prospectus and the information that we
file subsequently with the SEC, will automatically update this prospectus. The
information incorporated by reference is considered to be a part of this
prospectus. We incorporate by reference the documents listed below and any
filings we make with the SEC under Sections 13(a), 13(c), 14 or 15(d) of the
Securities Exchange Act of 1933, as amended, after the initial filing of the
registration statement that contains this prospectus and prior to the time that
we sell all the securities offered by this prospectus:
(A) Our Form 10-SB as filed with SEC on February 2, 2000.
(B) Our Form 10-KSB filed for the year ended December 31, 1999 as well as
our latest quarterly report on Form 10-QSB for the quarter ended March
31, 2000.
(C) Our Current Reports on Form 8-K dated July 6, July 13, and July 31,
2000.
24
<PAGE> 25
(D) Our Form S-8 Registration Statements dated July 27 and July 31, 2000.
(E) All other reports that we may file pursuant to Section 13(a), 13(c), 14
or 15(d) of the Exchange Act since the end of the fiscal year covered by our
Form 10-KSB for the year ended December 31, 1999, prior to the filing of a post
effective amendment to this Registration Statement which indicates that all
securities offered have been sold or which deregisters all securities then
remaining unsold.
(F) Any statement contained in a document incorporated or deemed to be
incorporated by reference herein shall be deemed to be modified or
superseded for purposes of this Registration Statement 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 so modified
or superseded shall not be deemed, except as so modified or superseded,
to constitute a part of this Registration Statement.
You should rely only on the information provided in this prospectus. We
have not authorized anyone to provide you with information that is different. We
are not making an offer of these securities in any jurisdiction where the offer
is not permitted. You should not assume that the information in this prospectus
is accurate as of any date other than the date on the front of this document.
25
<PAGE> 26
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference
The Registrant hereby incorporates by reference in this Registration
Statement the following documents filed with the Commission by the Registrant:
(A) Our Form 10-SB as filed with SEC on February 2, 2000.
(B) Our Form 10-KSB filed for the year ended December 31, 1999 as well as
our latest quarterly report on Form 10-QSB for the quarter ended March
31, 2000.
(C) Our Current Reports on Form 8-K dated July 6, July 13, and July 31,
2000.
(D) Our Form S-8 Registration Statements dated July 27 and July 31, 2000.
(E) All other reports that we may file pursuant to Section 13(a), 13(c), 14
or 15(d) of the Exchange Act since the end of the fiscal year covered by our
Form 10-KSB for the year ended December 31, 1999, prior to the filing of a post
effective amendment to this Registration Statement which indicates that all
securities offered have been sold or which deregisters all securities then
remaining unsold.
(F) Any statement contained in a document incorporated or deemed to be
incorporated by reference herein shall be deemed to be modified or
superseded for purposes of this Registration Statement 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
26
<PAGE> 27
or supersedes such statement. Any statement so modified or superseded
shall not be deemed, except as so modified or superseded, to constitute
a part of this Registration Statement.
Item 4. Description of Securities
Not applicable.
Item 5. Interests of Named Experts and Counsel
Not applicable.
Item 6. Indemnification of Directors and Officers
Under the Nevada Business Associations Act (the "Business Association
Act") Title 7, Chapter 78, directors of the Company will be liable to the
Company or its shareholders for (a) the amount of a financial benefit received
by the director to which the director is not entitled; (b) an intentional
infliction of harm on the Company or its shareholders; 8 certain unlawful
distributions to shareholders; and (d) an intentional violation of criminal law.
These provisions do not limit or eliminate the rights of the Company or any
shareholder to seek non-monetary relief such as an injunction or rescission in
the event of a breach of a director's duty of care.
The Company's Articles require the Company to indemnify each director
and officer of the Company and his or her respective heirs, administrators, and
executors against all liabilities and expenses reasonably incurred in connection
with any action, suit, or proceeding to which he or she may be made a party by
reason of the fact that he or she is or was a director or officer of the
Company, to the full extent permitted by the laws of the state of Nevada now
existing or as such laws may hereafter be amended. The expenses of officers and
directors incurred in defending a civil or criminal action, suit, or proceeding
shall be paid by the Company as they are incurred and in advance of the final
disposition of the action, suit, or proceeding, upon receipt of an undertaking
by or on behalf of the director or officer to repay the amount if it is
ultimately determined by a court of competent jurisdiction that he or she is not
entitled to be indemnified by the Company.
<PAGE> 28
The Company may, at the discretion of the Board of Directors, indemnify
any person who is or was a party or is threatened to be made party to any
threatened, pending, or completed action or suit by or in the right of the
Company to procure a judgment in its favor by reason of the fact that he or she
is or was a director, officer, employee, or agent of the Company, or is or was
serving at the request of the Company as a director, officer, employee, or agent
of another company, partnership, joint venture, trust or other enterprise,
against expenses, including attorney's fees, actually and reasonably incurred by
him or her in connection with the defense or settlement of the action or suit,
if he or she acted in good faith and in a manner he or she reasonably believed
to be in or not opposed to the best interest of the Company, except that no
indemnification shall be made in respect of any claim, issue, or matter as to
which such a person shall have been adjudged to be liable to the Company, unless
and only to the extent that the court in which the action or suit was brought
shall determine on the application that despite the adjudication of liability
but in the view of all circumstances of the case, the person is fairly and
reasonably entitled to indemnity for such expenses as to the court deems proper.
The Company's Bylaws permit the Company to purchase and maintain
insurance on behalf of any Director, Officer, Agent or employee whether or not
the Company would have the power to indemnify such person against the liability
insured against. The inclusion of provisions limiting liability of the
Registrant's officers and directors may have the effect of reducing the
likelihood of derivative litigation against the officers and directors and may
discourage or deter stockholders or management from bringing a lawsuit against
the officers and directors for breach of their duty of care, even though such an
action, if successful, might otherwise have benefitted the Registrant and its
stockholders.
Item 7. Exemption from Registration Claimed
Not Applicable.
Item 8. Exhibits
<PAGE> 29
The Exhibit Index immediately preceding the exhibits is incorporated herein by
reference.
Item 9. Undertakings
The undersigned Registrant hereby undertakes:
(a) (1) To file, during any period in which offers or sales are being
made, a post-effective amendment to this Registration Statement:
(I) To include any prospectus required by Section 10(a)(3) of the
Securities Act;
(ii) To reflect in the prospectus any facts or events arising after the
effective date of the Registration Statement (or the most recent post-effective
amendment thereof) which, individually or in the aggregate, represent a
fundamental change in the information set forth in the Registration Statement;
and
(iii) To include any additional or changed 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; provided, however, that paragraphs (a)(1)(I) and (a)(1)(ii) do not
apply if the Registration Statement is on Form S-3 or Form S-8 and the
information required to be included in a post-effective amendment by those
paragraphs is contained in periodic reports filed with or furnished to the
Commission by the Registrant pursuant to Section 13 or Section 13(d) of the
Exchange Act that are incorporated by reference in the Registration Statement.
(2) That, for the purpose of determining any liability under the
Securities 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.
(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
<PAGE> 30
offering.
(b) Insofar as indemnification for liabilities arising under the
Securities Act 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 Commission such
indemnification is against public policy as expressed in the Securities Act and
is, therefore, unenforceable. In the event that a claim for indemnification
against such liabilities (other than the payment by the 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, the 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 Securities Act and will be governed by the final
adjudication of such issue.
SIGNATURES
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 on Form S-8 to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of Toronto, Province of Ontario, CANADA on
August 7, 2000.
INTERNET MULTI-MEDIA CORPORATION
Dated: August 7, 2000 By:/s/ Reno J. Calabrigo
---------------- --------------------------------
Reno J. Calabrigo
President and Director
Pursuant to the requirements of the Securities Act of 1933,
this registration statement has been signed below by the following persons on
behalf of the Registrant and in the capacities and on the dates indicated.
Dated: August 7, 2000 By:/s/ Reno J. Calabrigo
---------------------------------
Reno J. Calabrigo, President and
Director, Principal Executive
30
<PAGE> 31
Officer and Principal Financial
Officer
Dated: August 7, 2000 By: /s/ Michael Doodson
-----------------------------
Michael Doodson, Director
Dated: August 7, 2000 By: /s/ Cornelia Patterson
-----------------------------
Cornelia Patterson, Secretary
and Director
Dated: August 7, 2000 By: /s/ Kelly Kampen
-----------------------------
Kelly Kampen, Director
INDEX TO EXHIBITS
<TABLE>
<CAPTION>
--------------------------------------------------------------------------------------------------------
Regulation
S-B Exhibit
Number DESCRIPTION
--------------------------------------------------------------------------------------------------------
--------------------------------------------------------------------------------------------------------
<S> <C>
(3)(I)(a) Restated and Amended Articles of Incorporation dated November 3, 1994 (1)
--------------------------------------------------------------------------------------------------------
(3)(I)(b) Certificate of Amendment to Articles of Incorporation dated November 29, 1997
(1)
--------------------------------------------------------------------------------------------------------
(3)(I)(c) Certificate of Reinstatement dated January 25, 2000 (1)
--------------------------------------------------------------------------------------------------------
(3)(ii)(a) ByLaws (1)
--------------------------------------------------------------------------------------------------------
(5) Opinion of Counsel (Included in Exhibit 23(b))
--------------------------------------------------------------------------------------------------------
(21) Subsidiaries of the Registrant (1)
--------------------------------------------------------------------------------------------------------
(23) (a) Consent of CPA
--------------------------------------------------------------------------------------------------------
(23) (b) Consent of Counsel
--------------------------------------------------------------------------------------------------------
(27) Financial Data Schedule (2)
--------------------------------------------------------------------------------------------------------
</TABLE>
(1) Incorporated by reference from Registrant's Form 10-SB Registration
Statement as filed on February 2, 2000.
31
<PAGE> 32
(2) Incorporated by reference from Registrant?s Form 10-QSB for the quarter
ended March 30, 2000.
32
