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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM 10-QSB
(MARK ONE)
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15 (D) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the quarterly period ended March 31, 2000
or
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 (D) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the transition period from __________________ to __________________
INTERNET MULTI MEDIA CORPORATION.
(Exact Name of Registrant as Specified in its Charter)
NEVADA 87-0431096
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(State of Other Jurisdiction of Incorporation (I.R.S. Employer
or Organization) Identification No.)
2533 North Carson Street, Suite 3358 Carson City, Nevada 89706
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(Address of Principal Executive Offices) (Zip Code)
(702) 841-4779
--------------
(Issuer's Telephone Number, Including Area Code)
(Formerly Millenia Corporation)
Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15 (d) of the Securities and Exchange Act of 1934
during the preceding 12 months (or for such shorter period that the registrant
was required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days. Yes [X] No [ ]
As of May 1, 2000 there were 25,382,247 shares of common stock outstanding.
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INTERNET MULTI MEDIA CORPORATION
TABLE OF CONTENTS
Part I. Financial Information
Item 1. Financial Statements
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PAGE
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Condensed Consolidated Balance Sheets -
At March 31, 2000 (unaudited) and at December 31, 1999........... 1
Condensed Consolidated Statements of Cash Flows (unaudited) - Three
months ended March 31, 2000 and 1999 ............................ 3
Condensed Consolidated Statements of Operations (unaudited) -
Three months ended March 31, 2000 and 1999....................... 4
Notes to Condensed Consolidated Financial Statements (unaudited)... 5
Item 2. Management's Discussion and Analysis of Financial Condition
and Results of Operations........................................ 10
Part II. Other Information
Item 1. Legal Proceedings......................................... 12
Item 2. Changes in Securities and Use of Proceeds................. 12
Item 3. Defaults Upon Senior Securities........................... 12
Item 4. Submission of Matters to a Vote of Security Holders....... 12
Item 5. Other Information......................................... 12
Item 6. Exhibits and Reports on Form 8-K.......................... 12
Signature Page............................................ 13
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1
INTERNET MULTI-MEDIA CORPORATION
CONSOLIDATED BALANCE SHEET
AS AT MARCH 31, 2000
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<CAPTION>
2000 1999
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ASSETS
CURRENT
Cash $ 890 $ 890
Loan receivable (Note 6) 35,000
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35,890 890
INVESTMENTS(NOTE 7) 1 1
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$ 35,891 $ 891
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</TABLE>
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INTERNET MULTI-MEDIA CORPORATION
CONSOLIDATED BALANCE SHEET
AS AT MARCH 31, 2000
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<TABLE>
LIABILITIES
CURRENT
<S> <C> <C>
Accounts payable and accrued charges $ 125,059 $ 81,039
Accounts payable - stockholder 1,442 1,442
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126,501 82,481
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STOCKHOLDERS' EQUITY
SHARE CAPITAL
Preferred Stock, $.001 par value, 10,000,000
shares authorized, Common Stock, $.001 par value,
100,000,000 shares authorized, 25,382,247 shares
issued (24,380,400 - December 31, 1998) 19,210 19,210
Capital in excess of par value 6,803,185 6,803,185
Discount on common stock (98,290) (98,290)
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6,724,105 6,724,105
DEFICIT (6,814,715) (6,805,695)
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(90,610) (81,590)
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$ 35,891 $ 891
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</TABLE>
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3
INTERNET MULTI-MEDIA CORPORATION
CONSOLIDATED STATEMENT OF CASH FLOWS
FOR THE PERIOD ENDED MARCH 31, 2000
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2000 1999
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CASH FLOWS PROVIDED (USED) IN OPERATING
ACTIVITIES
Net loss for the quarter $ (9,020) $ (294,173)
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(9,020) (294,173)
Net change in the following:
Accounts receivable -- 309,173
Accounts payable 44,020 (15,000)
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35,000 --
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INVESTING ACTIVITIES
Loans to SMC SourndMusic.com Inc. (35,000)
-- --
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CHANGE IN CASH DURING THE PERIOD -- --
CASH - BEGINNING OF PERIOD 890 890
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CASH - END OF PERIOD $ 890 $ 890
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4
INTERNET MULTI-MEDIA CORPORATION
CONSOLIDATED STATEMENT OF OPERATIONS
FOR THE THREE MONTHS ENDED MARCH 31, 2000
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2000 1999
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REVENUE $ -- $ --
COST OF SALES -- --
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GROSS MARGIN -- --
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EXPENSES
Administrative expenses 5,202 --
Office and general 3,091 --
Transfer agent fees 727 --
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LOSS BEFORE UNUSUAL ITEMS (9,020) --
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UNUSUAL ITEMS
Writedown of investments -- (309,173)
Reductions in accounts payable -- 15,000
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-- (294,173)
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NET LOSS FOR QUARTER $ (9,020) $(294,173)
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WEIGHTED AVERAGE LOSS PER SHARE $ (0.00) $ (.01)
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5
INTERNET MULTI-MEDIA CORPORATION
NOTES TO FINANCIAL STATEMENTS
AS AT MARCH 31, 2000
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1. SIGNIFICANT ACCOUNTING POLICIES
ORGANIZATION AND DIVIDEND POLICY
The Company was incorporated under the laws of the State of
Utah on November 25, 1985 and initially elected a fiscal year
end of January 31. The Company changed its year end to
December 31 starting in 1987. The Company is in the
development stage because it has not commenced planned
principal operations in attempting to search for and develop
or acquire a business opportunity. It sold its common stock to
the public through a public offering. The Company has, at
present time, not paid any dividends and any dividends that
may be paid in the future will depend upon the financial
requirements of the company and other relevant factors.
LOSS PER SHARE
The computation of loss per share of common stock is based
upon the weighted average number of shares outstanding during
the periods presented.
In February 1997 the Financial Accounting Standards Board
issued a new statement titled "Earnings Per Share" ('FAS
128"). The new statement is effective for both interim and
annual periods ending after December 15, 1997. FAS 128
replaces the presentation of primary and fully diluted
earnings per share with the presentation of basic and diluted
earnings per share. The Company has determined that the
adoption of FAS 128 would have no impact on the financial
statements.
CASH EQUIVALENTS
For purposes of the Statement of Cash Flows, the Company
considers all highly liquid debt instruments purchased with a
maturity of three months or less to be cash equivalents.
INVESTMENTS
Investments which represent interests in companies for which
the company would be deemed not to assert voting control have
been accounted for by the cost method and are increased by
advances and decreased by withdrawals or dividends received.
If the value of such investments has been impaired, the
Company follows the policy of writing them down.
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INTERNET MULTI-MEDIA CORPORATION
NOTES TO FINANCIAL STATEMENTS
AS AT MARCH 31, 2000
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2. CERTAIN COMMON STOCK TRANSACTIONS
Prior to March 31, 1987, the Company completed a public
offering whereby 15,000,000 ($150,000) pre-reverse split
shares of its previously authorized but unissued common stock
were sold to the public at $.01 per share pursuant to an
exemption from registration under federal law pursuant to
Subsection 3(b) of the Securities Act of 1933, Regulation D.
Rule 504. The public offering was, however, registered with
the Utah Securities Division pursuant to U.C.A. Section 61 - 1
- 10. Net proceeds to the Company after deducting costs of the
offering of $22,807 amounted to $127,193. On September 15,
1993 the board of directors of the Company authorized the
issuance of 10,000,000 shares (50,000 post reverse split) of
stock at par value ($.001 per share) to Arnold S. Grundvig,
Jr. for services rendered on behalf of the Company with
respect to the change of domicile, for taking over the
responsibility as president of Yellow Jacket Corp. prior to
the merger and for paying costs associated with the merger of
the Company with Waco Holding Company. The above par value of
the shares, $10,000, was discounted $7,000 to arrive at a
value for the above at $3,000.
3. BUSINESS COMBINATION
Effective October 31, 1993 the Company merged with Waco
Holding Company (Waco) a newly formed Nevada Corporation in a
business combination accounted for as a purchase using
historical cost values. Waco was initially incorporated in
Nevada as Yellow Jacket Corp. but changed its name to Waco at
the time of the Merger. 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. Waco
obtained the option from Barclay Financial Corporation and its
president. The option had a historical cost of $912. Waco was
acquired by issuing 91,200,000 shares (456,000 post reverse
split) of Company common stock at a par value of $.001. The
shares were discounted to arrive at the historical cost of
$912. Immediately after the merger Waco became the sole
surviving corporation. Waco has had no business operations or
activity and is considered a development stage company and at
November 17, 1993 had been in existence for one month. At the
time of the merger the authorized preferred stock was
discontinued. None of the previous preferred stock had been
issued by the Company. Prior to November 30, 1994 the option
expired without being exercised and was written off.
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4. GOING CONCERN
The Company has experienced losses of $6,814,715 through March
31, 2000 and has no working capital. In light of this
circumstance, the ability of the Company to continue as a
going concern is substantially in doubt. The financial
statements do not include any adjustments that might result
from the outcome of this uncertainty.
Management plans are to seek enough working capital to
continue the existence of the Company and to seek a business
combination with a viable business entity that can provide
business operations and working capital. Management believe
their plans will provide the corporation with the ability to
continue in existence.
5. ACQUISITION OF WHOLLY-OWNED SUBSIDIARY
On April 30, 1998, the Company acquired 100% of the
outstanding shares of Naturally Niagara Beverage Corporation.
The purchase price of the acquisition was 2 shares of Millenia
common stock for each share of Naturally Niagara common stock
outstanding at that time. Naturally Niagara Beverage
Corporation is a Delaware corporation involved in the
distribution of various related spring water beverage products
through its acquisition of interests in various companies
involved in the spring water business.
6. LOAN RECEIVABLE
The company has loaned SMC Soundmusic.com Inc. $35,000.00. On
February 24, 2000 the company entered into a letter of Intent
to acquire the shares of SMC Soundmusic.com. Upon completion
of the acquisition this loan will be converted to a payment to
SMC Soundmusic.com Inc per the letter of Intent.
7. INVESTMENTS
Investments consist of the following:
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Springerville Pure Mountain Water Company $ 70,500
Tahoe Mist, Inc. 250,000
Tahoe Mist 5 Gallon 50,000
Ferndale Vineyards, Inc. 151,925
Reson Acquisition Corp 135,000
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657,425
Less: Writedown to estimated net realizable value (657,424)
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$ 1
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INTERNET MULTI-MEDIA CORPORATION
NOTES TO FINANCIAL STATEMENTS
AS AT MARCH 31, 2000
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7. INVESTMENTS (CONTINUED)
SPRINGERVILLE PURE MOUNTAIN WATER COMPANY
This is a joint venture with two other companies with
Naturally Niagara holding 45% of the joint venture
Springerville holding 45% and Southwest Management Inc.
holding 10%. Naturally Niagara's commitment to the joint
venture is $150,000 in cash. As of December 31,1998 the
Company has contributed $70,000 to the joint venture. As
result of the company's inability to fund its commitment for
cash, it has been agreed upon that the interest of the Company
be reduced to 10%. The joint venture was created to put up a
plant and a bottling facility on 10 acres of land in the
Northern Arizona mountains approximately 212 miles north east
of Phoenix. The water from our well has been tested by the
state authorities and has passed as a truly pure source of
water. As of the date of this financial statement, there has
been no financial information released on the joint venture in
order to determine if there is any impairment in value of the
above noted investment.
TAHOE MIST INC.
The Company has purchased 12.25% of Tahoe Mist Inc., a
bottling facility located in Carson City, Nevada for $250,000.
The Company has a further option to purchase up to 49% of the
facility over the next two years for an additional $750,000.
Tahoe Mist has on its property a natural free flowing spring
whose source comes from Lake Tahoe through the Sierra Nevada
mountains, and carbon 14 testing indicates that it takes
12,000 years for the water to surface on the Tahoe Mist
property. The natural spring has a flow rate of 800,000
gallons per day, and comes to the surface at a temperature of
120 degrees, it is the only natural "lot spring" of its kind
in the world.
As of the date of this financial statement there has been no
financial information released on the Company in order to
determine if there is any impairment in value of the above
noted investment.
TAHOE MIST 5 GALLON
The Company has entered into a letter of intent to purchase
49% of the Tahoe Mist 5 gallon business. This business
provides the 5 gallon jugs of water plus the water cooler to
residential homes and businesses in the Carson City - Reno
area of Nevada. The purchase price is $100,000 of which
$50,000 has been paid to date.
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INTERNET MULTI-MEDIA CORPORATION
NOTES TO FINANCIAL STATEMENTS
AS AT MARCH 31, 2000
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7. INVESTMENTS (CONTINUED)
FERNDALE VINEYARDS INC.
The Company entered into an agreement on November 30, 1997 to
acquire 100% of the issued and outstanding shares of Ferndale
Vineyards Inc. Ferndale is the original developer of the
non-alcoholic line of drinks under the tradename "Champanade".
The purchase price is $2,100,000 Canadian Dollars or
approximately $1,470,000 in US Dollars. The purchase price is
payable as follows; $225,000 upon the execution of the
agreement of purchase and sale, $25,000 June 30, 1998, $50,000
December 31, 1998, June 30, 1999, December 31, 1999, June 30,
2000, December 31, 2000 and June 30, 2001 interest free. The
remainder of the purchase price is paid by 100,000 shares of
Naturally Niagara shares valued at the greater of $2.00 US per
share or 80% of the price of the stock upon the Company going
public and the difference in a debenture that is interest free
for the first four years then is payable over 10 years
amortised over 25 years with a balloon payment due at the end
of the tenth year at the lessor of 7.5% interest and the prime
interest rate charged by the banks.
The company has not met its obligation to acquire the total
interest in Ferndale. As result the Company now maintains a
10% interest in Ferndale until such time as it meets it
obligation to acquire the balance of Ferndale.
RESON ACQUISITION CORPORATION
Reson Acquisition Corporation, a Delaware Corporation was
formed in October 3, 1996. The Company has acquired an
interest in Irtys Oil, Inc. a company formed to identify
untapped petroleum reserves. Irtys Oil has acquired certain
joint venture interests for oil and gas exploration in
Kazakhstan. The company has acquired 67,500 common shares at
$2.00 per share.
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Item 2.
MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
OVERVIEW
SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS
This report contains certain "forward-looking statements" as defined under
Section 21E of the Securities Exchange Act of 1934. The Company desires to take
advantage of the "safe harbor" provisions of Section 21E and is including this
statement for the express purpose of availing itself of the protection of the
safe harbor with respect to all such forward-looking statements. These
forward-looking statements, which are included in Management's Discussion and
Analysis, describe future plans or strategies and may include the Company's
expectations of future financial results. The words "believe", "expect",
"anticipate", "estimate", "project", and similar expressions identify
forward-looking statements. The Company's ability to predict results or the
effect of future plans or strategies or qualitative or quantitative changes
based on market risk exposure is inherently uncertain. Factors which could
effect actual results include but are not limited to i) change in general market
interest rates, ii) general economic conditions, both in the United States
generally and in the Company's market area, iii) legislative/regulatory changes,
iv) monetary and fiscal policies of the U.S. Treasury and the Federal Reserve,
v) changes in the quality or composition of the Company's loan and investment
portfolios, vi) demand for loan products, vii) deposit flows, viii) competition,
and ix) demand for financial services in the Company's markets. These factors
should be considered in evaluating the forward-looking statements, and undue
reliance should not be placed on such statements.
RESULTS OF OPERATIONS
Three Months Ended March 31, 2000.
During the first three months of 2000, the Company's business activities
involved the search for investment opportunities in diverse industries. The
company also explored a variety of financing alternatives.
On February 24, 2000 the Company entered into a letter of intent to
acquire SMC Soundmusic.com Inc.(SMC) This letter of intent is subject to certain
terms and conditions, including, but not limited to:
a) The execution of a formal share exchange agreement within 10 days
(this 10 day limit was extended indefinitely by all parties in order to obtain a
valuation of SMC)
b) To the issuance of an unknown amount of shares of the Company to the
current owners of SMC and to a finder;
c) The payment of $200,000 to SMC; and
d) The appointment of a majority of directors of the Company by SMC.
SMC is an online music and advertising company in the development stage,
specializing in the promotion and distribution of music using music compression
technology, including MP3. SMC is currently in discussions with several artists
to be represented on the site
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on a non-exclusive basis. The site can be found on the internet at
www.soundmusic.com. SMC is newly organized and has not achieved a profitable
level of operations.
The company has advanced a loan of $35,000 to SMC in anticipation of completing
the acquisition.
The Company has experienced losses of $6,814,715 through March 31, 2000 and has
no working capital. In light of this circumstance, the ability of the Company to
continue as a going concern is substantially in doubt. Management plans are to
seek enough working capital to continue the existence of the Company and to seek
a business combination with a viable business entity that can provide business
operations and working capital. Management believes their plans will provide the
corporation with the ability to continue in existence.
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PART II OTHER INFORMATION
Item 1 LEGAL PROCEEDINGS
Management is not aware of any legal proceedings against the company.
Item 2 CHANGES IN SECURITIES AND USE OF PROCEEDS
Not applicable
Item 3 DEFAULTS UPON SENIOR SECURITIES
Not applicable
Item 4 SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
No matters were submitted for a vote of shareholders during the period covered
by this report.
Item 5 OTHER INFORMATION
Not applicable
Item 6 EXHIBITS AND REPORT ON FORM 8-K
(a) Exhibits
NUMBER DESCRIPTION
27 Financial Data Schedule
(b) Reports on Form 8-K
On February 29, 2000 the Company filed a Form 8-K to report it's letter of
intent with SMC Soundmusic.com Inc. On March 10, 2000 the Company filed an
amended Form 8-KA indefinitely extending the acquisition date of SMC
Soundmusic.com Inc.
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SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934,
the Registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
INTERNET MULTI MEDIA CORPORATION.
Date: May 15, 2000 By: /s/ MICHAEL WALDKIRCH, President
---------------------------------
MICHAEL WALDKIRCH, President
Date: May 15, 2000 By: /s/ MICHAEL WALDKIRCH
---------------------------------
MICHAEL WALDKIRCH, Chief Financial
Officer
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<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE
FINANCIAL STATEMENTS OF INTERNET MULTI-MEDIA CORPORATION FOR THE THREE MONTHS
ENDED MARCH 31, 2000 AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH
FINANCIAL STATEMENTS.
</LEGEND>
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> DEC-31-2000
<PERIOD-START> JAN-01-2000
<PERIOD-END> MAR-31-2000
<CASH> 890
<INT-BEARING-DEPOSITS> 0
<FED-FUNDS-SOLD> 0
<TRADING-ASSETS> 0
<INVESTMENTS-HELD-FOR-SALE> 0
<INVESTMENTS-CARRYING> 1
<INVESTMENTS-MARKET> 0
<LOANS> 35,000
<ALLOWANCE> 0
<TOTAL-ASSETS> 35,891
<DEPOSITS> 0
<SHORT-TERM> 126,501
<LIABILITIES-OTHER> 0
<LONG-TERM> 0
0
19,210
<COMMON> 6,704,895
<OTHER-SE> 0
<TOTAL-LIABILITIES-AND-EQUITY> 35,891
<INTEREST-LOAN> 0
<INTEREST-INVEST> 0
<INTEREST-OTHER> 0
<INTEREST-TOTAL> 0
<INTEREST-DEPOSIT> 0
<INTEREST-EXPENSE> 0
<INTEREST-INCOME-NET> 0
<LOAN-LOSSES> 0
<SECURITIES-GAINS> 0
<EXPENSE-OTHER> 9,020
<INCOME-PRETAX> (9,020)
<INCOME-PRE-EXTRAORDINARY> (9,020)
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (9,020)
<EPS-BASIC> (0.00)
<EPS-DILUTED> (0.00)
<YIELD-ACTUAL> 0
<LOANS-NON> 0
<LOANS-PAST> 0
<LOANS-TROUBLED> 0
<LOANS-PROBLEM> 0
<ALLOWANCE-OPEN> 0
<CHARGE-OFFS> 0
<RECOVERIES> 0
<ALLOWANCE-CLOSE> 0
<ALLOWANCE-DOMESTIC> 0
<ALLOWANCE-FOREIGN> 0
<ALLOWANCE-UNALLOCATED> 0
</TABLE>
