<PAGE> 1
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-SB
GENERAL FORM FOR REGISTRATION OF SECURITIES
OF SMALL BUSINESS ISSUERS UNDER
SECTION 12(B) OR (G) OF
THE SECURITIES EXCHANGE ACT OF 1934
INTERNET MULTI-MEDIA CORPORATION
(Exact Name of Small Business Issuer as specified in its charter)
Nevada 87-0431096
- ---------------------------- -------------------------
(State or other jurisdiction (IRS Employer File Number)
of incorporation)
<TABLE>
<S> <C>
2533 North Carson Street, Suite 3358, Carson City, Nevada 89706
- --------------------------------------------------------- --------------------
(Address of principal executive offices) (Zip Code)
</TABLE>
(702) 841-4779
(Registrant's telephone number, including area code)
Securities registered pursuant to Section 12(b) of the Act:
None
Securities registered pursuant to Section 12(g) of the Act:
Common stock, par value $.001
<PAGE> 2
2
PART I
ITEM 1. DESCRIPTION OF BUSINESS
Internet Multi-Media Corporation (the "Company" or the
"Registrant") is a Nevada Corporation. The principal business address is 2533
North Carson Street, Suite #3358, Carson City, Nevada, 89706. It's telephone
number is 702-841-4779.
The Company was originally incorporated as Yellow Jacket Corp.
under the laws of the State of Utah on November 25, 1985. Effective October 31,
1993 the Company 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 the Company changed its name to
Millenia Corporation.
The Company 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. The Company acquired the
exclusive licence to produce and market various related spring water beverage
products. On January 25, 2000 the Company changed its name to Internet
Multi-Media Corporation.
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. The Company is minimally capitalized. The
Company has not engaged in any substantial business activity over a sustained
period of time and thus cannot be said to have a successful operating history.
The Company has not been subject to any bankruptcy, receivership or similar
proceedings.
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS
OR PLAN OF OPERATIONS
PLAN OF OPERATION - GENERAL
The Company is also seeking other business opportunities. At this
time, the company has no plan, proposal, agreement, understanding or arrangement
to acquire or merge with any specific business or company, and the Company has
not identified any specific business or company
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3
for investigation and evaluation. No member of Management or promoter of the
Company has entered into any material contracts with any other company with
respect to any acquisition of that Company. (See Item 8 "Description of
Securities.") The Company will not restrict its search to any specific business,
industry or geographical location, and the Company may participate in a business
venture of virtually any kind or nature. The discussion for the proposed
business under this caption and throughout this document is purposefully general
and is not meant to be restrictive of the company's virtually unlimited
discretion to search for and enter into potential business opportunities.
The Company intends to obtain funds in one or more private
placements to finance the operation of any acquired business. Persons purchasing
securities in these placements and other shareholders will likely not have the
opportunity to participate in the decision relating to any acquisition. The
Company's proposed business is sometimes referred to as a "blind pool" because
any investors will entrust their investment monies to the Company's management
before they have a chance to analyze any ultimate use to which their money may
be put. Consequently, the Company's potential success is heavily dependent on
the company's management, which will have virtually unlimited discretion in
searching for and entering into a business opportunity. None of the officers and
directors of the Company has had any experience in the proposed business of the
Company. There can be no assurance that the Company will be able to raise any
funds in private placement. In any private placement, management may purchase
shares on the same terms as offered in the private placement. (See "Item 5,
Directors, Executive Officers, Promoters and Control Persons").
The Company may seek a business opportunity with a firm that only
recently commenced operations, or a developing company in need of additional
funds for expansion into new products or markets, or an established company
seeking a public vehicle. In some instances, a business opportunity may involve
the acquisition or merger with a corporation which does not need substantial
additional cash but which desires to establish a public trading market for its
common stock. The Company may purchase assets and establish wholly owned
subsidiaries in various business or purchase existing businesses as
subsidiaries.
The Company anticipates that the selection of a business
opportunity in which to participate will be complex and extremely risky. Because
of general economic conditions, rapid
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4
technological advances being made in some industries, and shortages of available
capital, management believes that there are numerous firms 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 shareholders, and other factors. Potentially
available business opportunities may occur in many different industries and at
various stages of development, all of which will make the task of comparative
investigation and analysis of such business opportunities extremely difficult
and complex.
As is customary in the industry, the Company may pay a finder's
fee for locating an acquisition prospect. If any such fee is paid, it will be
approved by the Company's Board of Directors and will be in accordance with the
industry standards. Such fees are customarily between 1% and 5% of the size of
the transaction, based upon a sliding scale of the amount involved. Such fees
are typically in the range of 5% on a $1,000,000 transaction rateably down to 1%
in a $4,000,000 transaction. Management had adopted a policy that such a
finder's fee or real estate brokerage fee could, in certain circumstances, be
paid to any employee, officer, director or 5% shareholder of the Company, if
such person plays a material role in bringing a transaction to the Company and
if securities counsel to the Company determines that the payment of any such
finder's fee is not in violation of federal or state securities law.
The Company has not formulated any policy regarding the use of
consultants or outside advisors, but does not anticipate that it will use the
services of such persons.
The Company has, and will continue to have, insufficient capital
with which to provide the owners of business opportunities with any significant
cash or other assets. However, management believes the Company will offer owners
of business opportunities 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. The owners of the business opportunities
will, however, incur significant post-merger or acquisition registration costs
in the event they wish to register a portion of their shares for subsequent
sale. The Company will also incur significant legal and accounting costs in
connection with the acquisition of a business opportunity including the costs
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5
of preparing post-effective amendments, Forms 8-K, agreements and related
reports and documents. However, the officers and directors of the Company 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 business opportunity.
The Company does not intend to make any loans to any prospective
merger or acquisition candidates or unaffiliated third parties.
SOURCES OF OPPORTUNITY
The Company anticipates that business opportunities for possible
acquisition will be referred by various sources, including its officers and
directors, professional advisors, securities broker-dealers, venture
capitalists, member of the financial community, and others who may present
unsolicited proposals. The Company will seek a potential business opportunity
from all known sources, but will rely principally on personal contracts of its
officers and directors as well as indirect associations between them and other
business and professional people. It is not presently anticipated that the
Company will engage professional firms specializing in business acquisitions or
reorganizations.
The officers and directors of the Company are currently employed
in other positions and will devote only a portion of their time to the business
affairs of the Company, until such time as an acquisition has been determined to
be highly favorable, at which time they expect to spend full time in
investigating and closing any acquisition. In addition, in the face of competing
demands for their time, the officers and directors may grant priority to their
full-time positions rather than to the Company.
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6
EVALUATION OF OPPORTUNITY
The analysis of new business opportunities will be undertaken by
or under the supervision of the officers and directors of the Company.
Management intends to concentrate on identifying prospective business
opportunities that may be brought to its attention through present associations
with management.
In analyzing prospective business opportunities, management will
consider such matters as the available technical, financing and managerial
resources; working capital and other financial requirements; history of
operation, if any; prospects for the future; present and expected competition;
the quality and experience of management services which may be available and the
depth of that management; the potential for further research, development or
exploration; specific risk factors not now foreseeable but which then may be
anticipated to impact the proposed activities of the potential for profit; the
perceived public recognition or acceptance of products, services or trades; name
identification; and other relevant factors. Officers and directors of each
Company will meet personally with management and key personnel of the firm
sponsoring the business opportunity as part of their investigation. To the
extent possible, the company intends to utilize written reports and personal
investigation to evaluate the above factors. The Company will not acquire or
merge with any company for which audited financial statements cannot be
obtained.
It may be anticipated that any opportunity in which the Company
participates will present certain risks. Many of these risks cannot be
adequately identified prior to selection of the specific opportunity, and the
Company's shareholders must, therefore, depend on the ability of management to
identify and evaluate such risk. In the case of some of the opportunities
available to the Company, it may be anticipated that the promoters thereof have
been unable to develop a going concern or that such business is in its
development stage in that it has not generated significant revenues from its
principal business activities prior to the Company's participation. There is a
risk even after the Company's participation in the activity and the related
expenditure of the Company's funds, that the combined enterprises will still be
unable to become a going concern or advance beyond the development stage. Many
of the opportunities may involve new and untested products, processes, or market
strategies that may not succeed. The Company and, therefore, its shareholders
will assume such risks.
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7
The Company will not restrict its search for any specific kind of
business, but may acquire a venture that is in its preliminary or development
stage, which is already in operation, or in essentially any stage of its
corporate life. It is currently impossible to predict the status of any business
in which the Company may become engaged, in that such business may need
additional capital, may merely desire to have its shares publicly traded, or may
seek other perceived advantages which the Company may offer.
ACQUISITION OF OPPORTUNITIES
In implementing a structure for a particular business
acquisition, the Company may become a party to a merger, consolidation,
reorganization, joint venture, franchise or licensing agreement with another
corporation or entity. It may also purchase stock or assets of an existing
business. On the consummation of a transaction, it is possible that the present
management and shareholders off the Company will not be in control of the
Company. In addition, a majority or all of the Company's officers and directors
may, as part of the terms of the acquisition transaction, resign and be replaced
by new officers and directors without a vote of the Company's shareholders.
It is anticipated that any securities issued in any such
reorganization would be issued in reliance on exemptions from registration under
applicable Federal and State securities laws. In some circumstances, however, as
negotiated element of this transaction, the Company may agree to register such
securities either at the time the transaction is consummated, under certain
conditions, or at specified time thereafter. The issuance of substantial
additional securities and their potential sale into a trading market in the
Company's Common Stock may have a depressive effect on such market. While the
actual terms of a transaction to which the Company may be a party cannot be
predicted, it may expected that the parties to the business transaction will
find it desirable to avoid the creation of a taxable event and thereby structure
the acquisition in a so-called "tax free" reorganization under Sections
368(a)(1) or 351 of the Internal Revenue Code of 1986, as amended (the "Code").
In order to obtain tax-free treatment under the code, it may be necessary for
the owners of the acquired business to own 80% or more of the voting stock of
the surviving entity. In such event, the shareholders of the Company, including
past and current investors, would retain less than 20% of the issued and
outstanding shares of the surviving entity, which could result in significant
dilution in the equity of such shareholders.
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8
As part of the Company's investigation, officers and directors of
the Company will meet personally with management and key personnel, may visit
and inspect material facilities, obtain independent analysis or verification of
certain information provided, check reference of management and key personnel,
and take other reasonable investigative measures, to the extent of the Company's
limited financial resources and management expertise. The manner in which each
Company participates in an opportunity will depend on the nature of the
opportunity, the respective needs and desires of the Company and other parties,
the management of the opportunity, and the relative negotiating strength of the
Company and such other management.
With respect to any mergers or acquisitions, negotiations with
target company management will be expected to focus on the percentage of the
Company that target company shareholders would acquire in exchange for their
shareholdings in the target company. Depending upon, among other things, the
target company's assets and liabilities, the Company's shareholders will in all
likelihood hold a lesser percentage ownership interest in the Company following
any merger or acquisition. The percentage ownership may be subject to
significant reduction in the event that the Company acquires a target company
with substantial assets. Any merger or acquisition effected by the Company can
be expected to have a significant dilutive effect on the percentage of shares
held by the Company's then shareholders, including past and current investors.
The Company will not have sufficient funds (unless it is able to
raise funds in a private placement) to undertake any significant development,
marketing and manufacturing of any products that may be acquired. Accordingly,
following the acquisition of any such product, the Company will, in all
likelihood, be required to either seek debt or equity financing or obtain
funding from third parties, in exchange for which the Company would probably be
required to give up a substantial portion of its interest in any acquired
product. There is no assurance that the Company will be able either to obtain
additional financing or interest third parties in providing funding for the
further development, marketing and manufacturing of any products acquired.
The principal criteria for evaluating acquisitions which the
Company may engage in will be the amount of investment required by the Company,
the degree of risk to the Company, the potential return on investment to the
Company, the Company's expertise in each situation and the expertise and
reliability of the acquiree in any such situation.
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9
It is anticipated that the investigation of specific business
opportunities and the negotiation, drafting and execution of relevant
agreements, disclosure documents and other instruments will require substantial
management time and attention and substantial costs for accountants, attorneys
and others. If a decision were made not to participate in a specific business
opportunity the costs therefore incurred in the related investigation would not
be recoverable. Furthermore, even if an agreement is reached for the
participation in a specific business opportunity, the failure to consummate that
transaction may result in the loss of the Company of the related costs incurred.
Management believes that the Company may be able to benefit from
the use of "leverage" in the acquisition of a business opportunity. Leveraging a
transaction involves the acquisition of a business through incurring significant
indebtedness for a large percentage of the purchase price for that business.
Through a leveraged transaction, the Company would be required to use less of
its available funds for acquiring the business opportunity and, therefore, could
commit those funds to the operations of the business opportunity, to acquisition
of other business opportunities or to other activities. The borrowing involved
in a leveraged transaction will ordinarily be secured by the assets of the
business opportunity to be acquired. If the business opportunity acquired is not
able to generate sufficient revenues to make payments on the debt incurred by
the Company to acquire that business opportunity, the lender would be able to
exercise the remedies provided by law or by contract. These leveraging
techniques, while reducing the amount of funds that the Company must commit to
acquiring a business opportunity, may correspondingly increase the risk of loss
to the Company. During periods when interest rates are relatively high, the
benefits of leveraging are not as great as during periods of lower interest
rates because the investment in the business opportunity held on a leveraged
basis will only be profitable if it generates sufficient revenues to cover the
related debt and other costs of the financing. Lenders from which the Company
may obtain funds for purposes of a leveraged buy-out may impose restrictions on
the future borrowing, distribution, and operating policies of the Company. It is
not possible at this time to predict the restrictions, if any, which lenders may
impose or the impact thereof on the Company.
COMPETITION
The Company is an insignificant participant among firms that
engage in business combinations with, or financing of, development stage
enterprises. There are many established
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management and financial consulting companies and venture capital firms which
have significantly greater financial and personnel resources, technical
expertise and experience than the Company. In view of the Company's limited
financial resources and management availability, the Company will continue to be
at a significant competitive disadvantage vis-a-vis the Company's competitors.
REGULATION AND TAXATION
The Investment Company Act of 1940 defines an "investment
company" as an issuer that is or holds itself out as being engaged primarily in
the business of investing, reinvesting or trading of securities. While the
Company does not intend to engage in such activities, the Company could become
subject to regulation under the Investment Company Act of 1940 in the event the
Company obtains or continues to hold a minority interest in a number of
development stage enterprises. The Company could be expected to incur
significant registration and compliance costs if required to register under the
Investment Company Act of 1940. Accordingly, management will continue to review
the Company's activities from time to time with a view toward reducing the
likelihood that the Company could be classified as an "investment company".
The Company intends to structure a merger or acquisition in such
a manner as to minimize Federal and State tax consequences to the Company and to
any target company.
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EMPLOYEES
The Company's presently does not have any employees. The Company
plans to hire employees in the future but has formulated no definite plans at
this point.
LIQUIDITY AND CAPITAL RESOURCES
As of the end of the reporting period, the Company had no
material cash or cash equivalents. There was no significant change in working
capital during this fiscal year.
As of the date of this Registration Statement, there are no
plans, proposals, arrangements, or understandings with respect to the sale or
issuance of additional securities of the Company. The Company plans to examine
the feasibility of a public offering to expand its operations. No definitive
plans currently exist for a public offering at this time.
Management feels that the Company has inadequate working capital
to pursue most of its business opportunities other than to effect an acquisition
with third parties. The Company's capital requirements for the foreseeable
future will be supplied through internally generated profits, if any, and
borrowings.
ITEM 3. DESCRIPTION OF PROPERTY
The Company has an office located in Carson City, Nevada which
the Company rents on an annual lease at a cost of $2,700.00 from an unaffiliated
third party. The Company also has a working agreement with the Company directors
to use office space, telephones and secretarial services supplied on a gratis
basis.
ITEM 4. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL
OWNERS AND MANAGEMENT
The following tables set forth information relating to the
beneficial ownership of Company 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 January 25, 2000 there were 25,382,247 Common Shares issued
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and outstanding.
(A) SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS:
<TABLE>
<CAPTION>
NAME AND ADDRESS AMOUNT AND NATURE
OF OF PERCENTAGE OF
TITLE OF CLASS BENEFICIAL OWNER BENEFICIAL OWNERSHIP OUTSTANDING
- --------------- ---------------- -------------------- -------------
<S> <C> <C> <C>
Common Stock Park View 1,800,000 Shares 07.09%
Enterprises, Inc. Record and Beneficial
Common Stock Sandy Winick 1,855,000 Shares 07.31%
Record and Beneficial
3266 Yonge Street,
Suite 1203, Toronto,
Ontario, Canada
M4N3P6
</TABLE>
(B) SECURITY OWNERSHIP OF MANAGEMENT:
<TABLE>
<CAPTION>
NAME AND ADDRESS AMOUNT AND NATURE PERCENTAGE OF
TITLE OF CLASS OF BENEFICIAL OWNER OF BENEFICIAL OWNERSHIP OUTSTANDING
- -------------- ------------------- ----------------------- --------------
<S> <C> <C> <C>
Common Stock Michael Waldkirch 15,000 Shares Record 00.06%
2538 North Carson and Beneficial
Street, Carson City,
Nevada 89706
Common Stock Janet Winkler 0 Shares 0%
2538 North Carson
Street, Carson City,
Nevada 89706
Common Stock All Officers and 15,000 Shares Record 00.06%
Directors as a Group and Beneficial
(two persons)
</TABLE>
(C) CHANGES IN CONTROL:
There are currently no arrangements known to management that may result
in a change in control of the Company.
ITEM 5. DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND
CONTROL PERSONS
DIRECTORS AND EXECUTIVE OFFICERS
The members of the Board of Directors of the Company serve until the
next annual meeting
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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:
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<TABLE>
<CAPTION>
NAME AGE POSITION HELD
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<S> <C> <C>
JANET WINKLER 43 President, Director
MICHAEL WALDKIRCH 30 Chief Financial Officer, Secretary and
Director
</TABLE>
JANET WINKLER
Ms. Winkler has been the owner and operator of Carolina Caterers since 1994.
Carolina Caterers primarily caters for private functions such as weddings and
banquets.
MICHAEL WALDKIRCH
Mr. Waldkirch has served as a director of the Company since June 21, 1999 and as
Chief Financial Officer and Secretary since November 23, 1999. Michael
Waldkirch, a Certified Accountant, graduated from the University of British
Columbia with a bachelors degree in Economics in 1992. Mr. Waldkirch is current
a partner in Michael N. Waldkirch, Certified General Accountant, a Vancouver
based accounting and financial services firm specializing in Real Estate,
Technology and Venture capital based businesses.
CONFLICTS OF INTEREST
Certain conflicts of interest now exist and will continue to
exist between the Company and its officers and directors due to the fact that
each has other business interests to which he devotes his primary attention.
Each officer and director may continue to do so notwithstanding the fact that
management time should be devoted to the business of the Company.
Certain conflicts of interest may exist between the Company and
its management, and conflicts may develop in the future. The Company has not
established policies or procedures for the resolution of current or potential
conflicts of interest between the Company, its officers and directors or
affiliated entities. There can be no assurance that management will resolve all
conflicts of interest in favor of the Company, and failure by management to
conduct the Company's business in the Company's best interest may result in
liability to the management. The officers and directors are accountable to the
Company as fiduciaries, which means that they are required to exercise good
faith and integrity in handling the Company's affairs. Shareholders who believe
that the Company has been harmed by failure of an officer or director to
appropriately resolve any conflict of interest may, subject to applicable rule
of civil procedure, be able to bring a class action or derivative suit to
enforce their rights and the Company's rights.
The Company has no arrangement, understanding or intention to
enter into any transaction for participating in any business opportunity with
any officer, director, or principal shareholder or with any firm or business
organization with which such persons are affiliated, whether by reason of stock
ownership, position as an officer or director, or otherwise.
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ITEM 6. EXECUTIVE COMPENSATION
No compensation is paid or is anticipated to be paid by the
Company. It is possible that upon an acquisition some compensation may be paid
to management. On acquisition of a business opportunity, current management may
resign and be replaced by persons associated with the business opportunity
acquired, particularly if the Company participates in a business opportunity by
effecting a reorganization, merger or consolidation. If any member of current
management remains after effecting a business opportunity acquisition, that
member's time commitment will likely be adjusted based on the nature and method
of the acquisition and location of the business which cannot be predicted.
Compensation of management will be determined by the new board of directors, and
shareholders of the Company will not have the opportunity to vote upon or
approve such compensation.
Directors currently receive no compensation for their duties as
directors. The Company has no retirement, pension, profit-sharing, stock option,
insurance or other similar programs.
ITEM 7. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
No transactions required to be disclosed by Item 404 of
Regulation S-B have occurred during the last two years and there are no such
proposed transactions.
ITEM 8. DESCRIPTION OF SECURITIES
The Company is 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 January 25, 2000, 25,382,247 Common
Shares are outstanding. 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 the shares of the Company present in person or represented by proxy is
required. The Company's articles do not provide for cumulative voting or
pre-emptive rights.
There are no outstanding options or warrants of any kind for the
Company's stock. The Company has never paid a dividend on its Common Shares, and
it currently intends to retain earnings, if any, for use in its business and to
finance future growth. Accordingly, the Company anticipates that no dividends
will be paid to holders of Common Shares in the foreseeable future. Any future
determination as to the distribution of the cash dividends will depend upon the
earnings and financial position of the Company at that time and such other
factors as the Board of Directors may deem appropriate.
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PART II
ITEM 1. MARKET PRICE OF AND DIVIDENDS ON THE REGISTRANT'S
COMMON EQUITY AND OTHER STOCKHOLDER MATTERS
The Company's shares of Common Stock are currently traded on the
NASDAQ Bulletin Board under the symbol MNIAE.OB. Effective February 8, 2000, the
Company may be delisted by NASDAQ pursuant to the Amendments relating to
Microcap Initiatives to NASD Rules 6530 and 6540, Eligibility Rule for Over The
Counter Bulletin Board. The Amendments to Rules 6530 and 6540 limit the
quotations on the NASDAQ Bulletin Board to companies that report their current
financial information to the Securities and Exchange Commission, banking or
insurance regulators. If this Form 10-SB is not declared effective by the SEC on
or prior to February 8, 2000, the Company will be delisted on that date. If the
Company is delisted there can be no assurance that an active and liquid trading
market can be maintained by the Company on the National Quotation Bureau "Pink
Sheets".
The reported high and low bid prices for the Common Stock are shown
below for each quarter during the last two complete fiscal years. The figures
for 1998 are incomplete since the was not an active trading market for the
Company's Common Shares and only random bids and offers were listed. The
quotations reflect inter-dealer prices and do not reflect retail mark-ups,
mark-downs or commissions. These prices may not reflect actual sales. These
figures are from the Bloomberg Professional site.
<TABLE>
<CAPTION>
Period High Low
- ------ ---- ---
<S> <C> <C>
1998
First Quarter (Unknown) (Unknown)
Second Quarter (Unknown) (Unknown)
Third Quarter (Unknown) 0.47
Fourth Quarter 0.75 0.11
</TABLE>
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<TABLE>
<S> <C> <C>
1999
First Quarter 0.27 0.05
Second Quarter 0.69 0.09
Third Quarter 0.20 0.04
Fourth Quarter 0.40 0.04
</TABLE>
As of January 25, 2000, there were 769 stockholders of record.
No dividends have been declared on the Company's stock. Nor does
the Company foresee any dividends being declared in the near future.
ITEM 2. LEGAL PROCEEDINGS
No legal proceedings of a material nature to which the Company is
a party were pending during the reporting period, and the Company knows of no
legal proceedings of a material nature pending or threatened or judgments
entered against any director or officer of the Company in his capacity as such.
ITEM 3. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS
ON ACCOUNTING
The Company did not have any disagreements on accounting and
financial disclosures with its accounting firm during the reporting period.
ITEM 4. RECENT SALES OF UNREGISTERED SECURITIES
In June of 1998, the Company issued 19,200,000 shares of Common
Stock to the shareholders of Naturally Niagara Beverage Corporation in order to
acquire 100% of the outstanding shares of Naturally Niagara Beverage
Corporation. Naturally Niagara Beverage Corporation subsequently became a
wholly-owned subsidiary of the Company.
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18
No underwriters were involved in this acquisition. The
acquisition of Naturally Niagara Beverage Corporation was exempt
pursuant to Sections 3(b) and 4(2) of the Securities Act of 1933,
and Rule 505 of Regulation D promulgated thereunder. The
securities were exchanged with no more than 35 non-accredited
investors who were furnished with information meeting the
requirements of Regulation D. The offering price did not exceed
$5,000,000, the securities were not offered through any
advertising or general solicitation and all requirements of
Regulation D and of Rule 505 were met.
ITEM 5. 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; (c) 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 excutors 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.
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,
<PAGE> 19
19
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.
PART F/S
FINANCIAL STATEMENTS
<PAGE> 20
MILLENIA CORPORATION
CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 1998
<PAGE> 21
MARVIN N. WINICK, B.SC.,
CHARTERED ACCOUNTANT
16 JULIA STREET
THORNHILL, ONTARIO
L3T4R9
TEL NO. (905) 731-0189
FAX NO. (905) 764-3049
AUDITOR'S REPORT
To the Shareholders of
Millenia Corporation
I have audited the consolidated balance sheet of Millenia Corporation as at
December 31, 1998 and the consolidated statements of operations, stockholders'
equity, deficit and cash flows for the year then ended. These financial
statements are the responsibility of the company's management. My responsibility
is to express an opinion on these financial statements based on my audit.
I conducted my audit in accordance with generally accepted auditing standards.
Those standards require that I plan and perform an audit to obtain reasonable
assurance whether the financial statements are free of material misstatement.
An audit includes examining, on a test basis, evidence supporting the amounts
and disclosures in the financial statements. An audit also includes assessing
the accounting principles used and significant estimates made by management, as
well as evaluating the overall financial statement presentation.
In my opinion, these financial statements present fairly, in all material
respects, the financial position of the company as at December 31, 1998 and the
results of its operations and its cash flows for the year then ended in
accordance with generally accepted accounting principles.
/s/ M. Winick
Thornhill, Ontario
May 19, 1999.
<PAGE> 22
MILLENIA CORPORATION
CONSOLIDATED BALANCE SHEET
AS AT DECEMBER 31, 1998
================================================================================
<TABLE>
<CAPTION>
1998 1997
<S> <C> <C>
ASSETS
CURRENT
Cash $ 890 $890
Accounts receivable 309,173 --
- --------------------------------------------------------------------------------
310,063 890
INVESTMENTS (NOTE 14) 1 --
OTHER
Goodwill -- --
- --------------------------------------------------------------------------------
$310,064 $890
- --------------------------------------------------------------------------------
</TABLE>
<PAGE> 23
MILLENIA CORPORATION
CONSOLIDATED BALANCE SHEET
AS AT DECEMBER 31, 1998
================================================================================
<TABLE>
<CAPTION>
<S> <C> <C>
LIABILITIES
CURRENT
Accounts payable and accrued charges $ 96,039 $ --
Accounts payable - stockholder 1,442 1,442
- --------------------------------------------------------------------------------------------
97,481 1,442
- --------------------------------------------------------------------------------------------
STOCKHOLDERS' EQUITY
SHARE CAPITAL
Preferred Stock, $.001 par value, 10,000,000 shares
authorized,
Common Stock, $.001 par value, 100,000,000 shares
authorized, 24,380,400 shares issued (5,180,400 - December
31, 1997) 18,208 8,608
Capital in excess of par value 6,803,185 242,785
Discount on common stock (97,288) (97,288)
- --------------------------------------------------------------------------------------------
6,724,105 154,105
DEFICIT (6,511,522) (154,657)
- --------------------------------------------------------------------------------------------
212,583 (552)
- --------------------------------------------------------------------------------------------
$ 310,064 890
- --------------------------------------------------------------------------------------------
</TABLE>
<PAGE> 24
MILLENIA CORPORATION
CONSOLIDATED STATEMENT OF STOCKHOLDERS' EQUITY
FROM THE DATE OF INCEPTION (NOVEMBER 25, 1985)
TO DECEMBER 31, 1998
================================================================================
<TABLE>
<CAPTION>
DISCOUNT ON
CAPITAL IN SALE OF
COMMON STOCK EXCESS OF COMMON ACCUMULATED
SHARES AMOUNT PAR VALUE STOCK DEFICIT
<S> <C> <C> <C> <C> <C>
Balance - November 25, 1985 -- $ -- $ -- $ -- $ --
Net income - period ended January 31, 1986 -- -- -- -- --
- -----------------------------------------------------------------------------------------------------------------------
Issuance of shares to officers, directors,
and another person for cash 5,400,000 5,400 9,600
Net loss - period ended September 30, 1986 -- -- -- -- (4,000)
- -----------------------------------------------------------------------------------------------------------------------
5,400,000 5,400 9,600 -- (4,000)
Net loss - period ended January 31, 1987 -- -- -- -- (1,506)
- -----------------------------------------------------------------------------------------------------------------------
5,400,000 5,400 9,600 -- (5,506)
Issuance of shares of common stock upon
completion of stock offering, March 1987 15,000,000 15,000 135,000 -- --
Stock offering costs -- -- (22,807) -- --
Net loss - period ended December 31, 1987 -- -- -- -- (135,380)
- -----------------------------------------------------------------------------------------------------------------------
20,400,000 20,400 121,793 -- (140,886)
Net loss - year ended December 31, 1988 -- -- -- -- (1,007)
Net loss - year ended December 31, 1989 -- -- -- -- (100)
Net loss - year ended December 31, 1990 -- -- -- -- (100)
Net loss - year ended December 31, 1991 -- -- -- -- (100)
Net loss - year ended December 31, 1992 -- -- -- -- --
- -----------------------------------------------------------------------------------------------------------------------
20,400,000 20,400 121,793 -- (142,193)
</TABLE>
<PAGE> 25
MILLENIA CORPORATION
CONSOLIDATED STATEMENT OF STOCKHOLDERS' EQUITY
FROM THE DATE OF INCEPTION (NOVEMBER 25, 1985)
TO DECEMBER 31, 1998
================================================================================
<TABLE>
<CAPTION>
DISCOUNT ON
CAPITAL IN SALE OF
COMMON STOCK EXCESS OF COMMON ACCUMULATED
SHARES AMOUNT PAR VALUE STOCK DEFICIT
<S> <C> <C> <C> <C> <C>
Forward 20,400,000 20,400 121,793 -- (142,193)
Shares issued to officer for services and
expenses at par value September 15, 1993 10,000,000 10,000 -- -- --
Discount of above to market value (7,000) --
Shares issued in business combination,
October 31, 1993 91,200,000 91,200 (90,288)
1 for 200 reverse stock split and change in
par value October 31, 1993 (120,992,000) (115,520) 115,520
Net loss - year ended December 31, 1993 -- -- -- -- (3,000)
- -----------------------------------------------------------------------------------------------------------------------------------
608,000 6,080 237,313 (97,288) (145,193)
Change of par value from $.01 to $.001,
October 1994 -- (5,472) 5,472
Net loss - period ended November 30, 1994 -- -- -- -- (1,464)
Net loss - period ended January 5, 1996 1,000,000 1,000 -- -- (1,000)
- -----------------------------------------------------------------------------------------------------------------------------------
1,608,000 1,608 242,785 (97,288) (147,657)
Issuance of Regulation S common stock 20,000,000 -- -- -- --
Net loss - period ended October 31, 1996 -- -- -- -- --
Net loss - period ended January 31, 1997 -- -- -- -- --
- -----------------------------------------------------------------------------------------------------------------------------------
21,608,000 1,608 242,785 (97,288) (147,657)
Shares issued to officer for services and
expenses at par value February 1997 2,000,000 2,000
Return of Regulation S stock (20,000,000)
Net loss - period ended July 31, 1997 (2,000)
- -----------------------------------------------------------------------------------------------------------------------------------
BALANCE - JULY 31, 1997 3,608,000 3,608 242,785 (97,288) (149,657)
===================================================================================================================================
</TABLE>
<PAGE> 26
MILLENIA CORPORATION
CONSOLIDATED STATEMENT OF STOCKHOLDERS' EQUITY
FROM THE DATE OF INCEPTION (NOVEMBER 25, 1985)
TO DECEMBER 31, 1998
===============================================================================
<TABLE>
<CAPTION>
DISCOUNT ON
CAPITAL IN SALE OF
COMMON STOCK EXCESS OF COMMON ACCUMULATED
SHARES AMOUNT PAR VALUE STOCK DEFICIT
<S> <C> <C> <C> <C> <C>
Forward 3,608,000 3,608 242,785 (97,288) (149,657)
1 for 20 reverse split of common stock (3,427,600)
Shares issued to officer for services rendered 5,000,000 5,000
Net loss - period ended December 31, 1997 (5,000)
- -------------------------------------------------------------------------------------------------------------------------------
BALANCE - DECEMBER 31, 1997 5,180,400 $ 8,608 $ 242,785 $ (97,288) $ (154,657)
Acquisition of Naturally Niagara Beverage
Corporation - 100% 19,200,000 9,600 6,560,400 (3,598,007)
Net loss - year ended December 31, 1998 (2,758,858)
- -------------------------------------------------------------------------------------------------------------------------------
BALANCE - DECEMBER 31, 1998 24,380,400 $18,208 $6,803,185 $ (97,288) $(6,511,522)
- -------------------------------------------------------------------------------------------------------------------------------
</TABLE>
<PAGE> 27
MILLENIA CORPORATION
CONSOLIDATED STATEMENT OF OPERATIONS
FOR THE YEAR ENDED DECEMBER 31, 1998
================================================================================
<TABLE>
<CAPTION>
1998 1997
<S> <C> <C>
REVENUE $ 273,903 $ --
COST OF SALES 176,315 --
- ----------------------------------------------------------------------------
GROSS MARGIN 97,588 --
- ----------------------------------------------------------------------------
EXPENSES
Salaries 275,000 5,000
Administrative expenses 89,307 --
Advertising and promotion 78,976 --
Professional fees 55,788 --
Telephone 24,676 --
Office and general 17,138 --
Travel and entertainment 15,870 --
Transfer agent fees 12,173 --
Rent 10,590 --
Insurance 3,267 --
Bank charges 1,237 --
- ----------------------------------------------------------------------------
584,022 5,000
- ----------------------------------------------------------------------------
LOSS BEFORE UNUSUAL ITEMS (486,434) (5,000)
- ----------------------------------------------------------------------------
UNUSUAL ITEMS
Write-off of deferred development costs (1,282,500) --
Writedown of investments (657,424) --
Write-off of goodwill (332,500) --
- ----------------------------------------------------------------------------
(2,272,424) --
- ----------------------------------------------------------------------------
NET LOSS FOR THE YEAR $(2,758,858) $(5,000)
- ----------------------------------------------------------------------------
WEIGHTED AVERAGE LOSS PER SHARE $ 0.35 $ --
- ----------------------------------------------------------------------------
</TABLE>
<PAGE> 28
MILLENIA CORPORATION
CONSOLIDATED STATEMENT OF CASH FLOWS
FOR THE YEAR ENDED DECEMBER 31, 1998
================================================================================
<TABLE>
<CAPTION>
1998 1997
<S> <C> <C>
CASH FLOWS PROVIDED (USED) IN OPERATING
ACTIVITIES
Net loss for the year $(2,758,858) $(5,000)
Items not involving a current outlay of cash
Deferred development costs 1,282,500 --
Writedown of investments 657,424
Goodwill 332,500 --
- -------------------------------------------------------------------------------------
(486,434) (5,000)
Net change in the following:
Accounts receivable (309,173) --
Accounts payable 96,039 --
- -------------------------------------------------------------------------------------
(699,568) (5,000)
- -------------------------------------------------------------------------------------
CASH PROVIDED (USED) IN FINANCING ACTIVITIES
Issuance of stock in satisfaction of expenses paid -- 5,000
- -------------------------------------------------------------------------------------
-- 5,000
- -------------------------------------------------------------------------------------
INVESTING ACTIVITIES
Acquisition of wholly owned subsidiary 699,568 --
- -------------------------------------------------------------------------------------
CHANGE IN CASH DURING THE PERIOD -- --
CASH - BEGINNING OF PERIOD 890 890
- -------------------------------------------------------------------------------------
CASH - END OF PERIOD $ 890 $ 890
- -------------------------------------------------------------------------------------
</TABLE>
<PAGE> 29
MILLENIA CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
AS AT DECEMBER 31, 1998
================================================================================
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. As a
result of the Business Combination is that the Company's
corporate domicile has become Nevada. On October 31, 1994 the
Company changed its name to Millenia Corporation.
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.
CONSOLIDATED FINANCIAL STATEMENTS
The Company has adopted the pooling of interest method of
accounting for its 100% acquisition of Naturally Niagara
Beverage Corporation.
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.
<PAGE> 30
MILLENIA CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
AS AT DECEMBER 31, 1998
================================================================================
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. RELATED PARTY TRANSACTIONS
The Company entered into an oral arrangement whereby it
utilized office space and clerical services for $500 per
month, through March, 1987. This arrangement was entered into
with a privately-held corporation which was an affiliate of a
substantial shareholder of the Company. Effective April 1,
1987, the Company entered into a sublease agreement for office
space for a period of one year with an affiliated company.
Rent for the above was $7,617 in 1987. No rent has been paid
since this period as the Company is currently using office
space provided by an officer and shareholder on a rent-free
basis.
4. EXTRAORDINARY ITEM
On September 10, 1987, the board of directors authorized the
acquisition of Vantage Resources, Inc. a California
corporation through the proposed issuance of 147,266,667 of
pre-reverse split shares of common stock of the Company. In
connection with the acquisition, the officers and directors of
the Company were to resign in favor of the officers and
directors of the Vantage. Funds of the Company after costs
associated with the merger were delivered to the president of
Vantage. However, the completion of the documents, and the
issuance of the shares was never completed and the
resignations never formally accepted under the Agreement. Due
to the above, the Board of Directors voted to rescind the
reorganization agreement on September 15, 1987. The costs
associated with the unsuccessful merger and the funds
transferred totaled $114,000. This amount has been treated as
an extraordinary loss item on the financial statements for the
period ended December 3l, 1987.
<PAGE> 31
MILLENIA CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
AS AT DECEMBER 31, 1998
================================================================================
5. 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.
6. GOING CONCERN
The Company has experienced losses of $6,511,522 through
December 31, 1998 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 believes
their plans will provide the corporation with the ability to
continue in existence. An officer and stockholder has loaned
money to the Company to maintain its current filings with the
State of Nevada and to pay other expenses.
7. 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.
<PAGE> 32
MILLENIA CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
AS AT DECEMBER 31, 1998
================================================================================
8. COMMON STOCK REVERSE SPLIT
On October 31, 1993, the Board of Directors authorized a 200
for 1 reverse stock split, thereby decreasing the number of
issued and outstanding shares of common stock to 608,000. At
the same time the par value of the Company was set at $.01 per
share. The above caused capital in excess of par value to
increase by $115,520. All references in the accompanying
financial statements to the number of common shares and per
share amounts through November 30, 1994 have been restated to
reflect the stock split.
9. REVISED ARTICLES OF INCORPORATION
On October 31, 1994 the shareholders approved changing the
name of the Company to Millenia Corporation and adopted
restated and amended Articles of Incorporation of the Company.
The Corporation is now authorized to issue a total of
50,000,000 shares, consisting of 10,000,000 shares of
preferred stock, par value $.001 per share and 40,000,000
shares of common stock, par value $.001 per share. The
Preferred Stock may be issued from time to time in one or more
series as determined by the board of directors. The board will
also determine dividend rights, preference rights in voluntary
or involuntary corporate liquidation and convertibility. The
change in par value from $.01 to $.001 per share caused
capital in excess of par value to increase by $5,472. Ml
references to common stock par value dollar amounts and per
share amounts through October 31, 1996 have been restated to
affect the change in par value.
10. ISSUANCE OF ADDITIONAL COMMON STOCK
In December 1994, 1,000,000 of common shares with a par value
of $.001 or $1,000 was issued to Mr. Al Tarallo, the chief
executive officer and a director of the company in
consideration for expenses incurred on behalf of the company
for which he was paid for by stock in lieu of cash.
Additionally in March 1997, Mr. Tarallo received an additional
2,000,000 common shares for additional expenses paid for
during the period.
11. ISSUANCE OF REGULATION S COMMON STOCK
As previously mentioned in the notes the Company has an option
to purchase a mine in Mexico known as the Santa Rita Mine. The
Company has issued 20,000,000 shares of common stock under
Regulation S of the Securities Act in order to raise the
required funds to acquire and put the mine into production.
<PAGE> 33
MILLENIA CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
AS AT DECEMBER 31, 1998
================================================================================
12. REVERSE STOCK SPLIT AND AMENDMENT OF AUTHORIZED CAPITAL
On November 29, 1997, the Board of Directors authorized that
the common shares of the Company be reverse split 1 common
share for every 20 common shares. At that meeting the Board
further agreed to increase the authorized capital of the
Corporation from 2,500,000 shares to 100,000,000 shares with a
par value of $.001.
13. ISSUANCE OF ADDITIONAL COMMON STOCK
In November 1997, 5,000,000 of common shares with a par value
of $.001 or $5,000 was issued to Mr. Al Tarallo, the chief
executive officer and a director of the company in
consideration for his management salary for which he was paid
for by stock in lieu of cash.
In June 1998, 19,200,000 shares of restricted common stock was
issued to the shareholders of Naturally Niagara Beverage
Corporation in order to complete the acquisition of the
Company's 100% interest in Naturally Niagara. 2 shares of
Millenia stock was issued for every share of stock of
Naturally Niagara outstanding and issued at that time.
14. INVESTMENTS
Investments consist of the following:
<TABLE>
<S> <C>
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
---------
657,425
Less: Writedown to estimated net realizable value (657,424)
---------
$ 1
=========
</TABLE>
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
<PAGE> 34
MILLENIA CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
AS AT DECEMBER 31, 1998
================================================================================
14. INVESTMENTS (CONTINUED)
SPRINGERVILLE PURE MOUNTAIN WATER COMPANY (CONTINUED)
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 northeast 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.
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
<PAGE> 35
MILLENIA CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
AS AT DECEMBER 31, 1998
================================================================================
14. INVESTMENTS (CONTINUED)
FERNDALE VINEYARDS INC. (CONTINUED)
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 its
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. Millenia has acquired 67,500 common shares at
$2.00 per share.
<PAGE> 36
MILLENIA CORPORATION
CONSOLIDATED BALANCE SHEET
AS AT NOVEMBER 30, 1999
================================================================================
<TABLE>
<CAPTION>
1999
<S> <C>
ASSETS
CURRENT
Cash $890
INVESTMENTS 1
----
TOTAL ASSETS $891
====
</TABLE>
Unaudited
Prepared by management
<PAGE> 37
MILLENIA CORPORATION
CONSOLIDATED BALANCE SHEET
AS AT NOVEMBER 30, 1999
================================================================================
<TABLE>
<CAPTION>
1999
<S> <C>
LIABILITIES
CURRENT
Accounts payable and accrued charges $ 81,039
-----------
STOCKHOLDERS' EQUITY
SHARE CAPITAL
Preferred Stock, $.001 par value, 10,000,000 shares
authorized,
Common Stock, $.001 par value, 10,000,000 shares
authorized, 24,380,400 shares issued 18,208
Capital in excess of par value 6,803,185
Discount on common stock (97,288)
-----------
6,724,105
DEFICIT (6,804,253)
-----------
(80,148)
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY $ 891
===========
</TABLE>
Unaudited
Prepared by management
<PAGE> 38
MILLENIA CORPORATION
CONSOLIDATED STATEMENT OF OPERATIONS
FOR THE ELEVEN MONTHS ENDED NOVEMBER 30, 1999
================================================================================
<TABLE>
<CAPTION>
1999
<S> <C>
REVENUE $ --
---------
EXPENSES --
---------
LOSS BEFORE UNUSUAL ITEMS --
UNUSUAL ITEMS
Recovery of expenses 16,442
Writedown of investments (309,173)
---------
(292,731)
NET LOSS FOR THE YEAR $(292,731)
=========
NORMALIZED LOSS PER SHARE $ 0.01
=========
</TABLE>
Unaudited
Prepared by management
<PAGE> 39
PART III
ITEM 1. INDEX TO EXHIBITS
<TABLE>
<CAPTION>
- ------------------------------------------------------------------------------
Regulation S-B
Exhibit DESCRIPTION
Number -----------
- ------------------------------------------------------------------------------
<S> <C>
- ------------------------------------------------------------------------------
(3)(i)(a) Restated and Amended Articles of Incorporation dated November
3, 1994
- -----------------------------------------------------------------------------
(3)(i)(b) Certificate of Amendment to Articles of Incorporation dated
November 29, 1997
- ------------------------------------------------------------------------------
(3)(i)(c) Certificate of Reinstatement dated January 25, 2000
- ------------------------------------------------------------------------------
(3)(ii)(a) ByLaws
- ------------------------------------------------------------------------------
(21) Subsidiaries of the Registrant
- ------------------------------------------------------------------------------
(27) Financial Data Schedule (for SEC use only)
- ------------------------------------------------------------------------------
</TABLE>
<PAGE> 40
In accordance with Section 12 of the Securities Exchange Act of 1934,
the registrant caused this registration statement to be signed on its behalf by
the undersigned, thereto duly authorized.
INTERNET MULTI-MEDIA CORPORATION
Dated: January 31, 2000 By: Janet Winkler
------------------------------------
Janet Winkler
President and Director
Pursuant to the requirements of the Securities Exchange Act of 1934,
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: January 31, 2000 By: Janet Winkler
----------------- ------------------------------------
Janet Winkler
President and Director
Dated: January 31, 2000 By: Michael Waldkirch
---------------- ------------------------------------
Michael Waldkirch
Chief Financial Officer and Director
<PAGE> 1
EXHIBIT 3(i)(a)
RESTATED AND AMENDED ARTICLES OF INCORPORATION
OF
MILLENIA CORPORATION
(Formerly Waco Holding Company)
The undersigned officers of Millenia Corporation, formerly Waco Holding
Company, a Nevada corporation (hereinafter referred to as the "Corporation",
desiring to amend and restate in their entirety the articles of incorporation
of the Corporation in accordance with the laws of the state of Nevada, do hereby
sign, verify, and deliver, in duplicate, to the Secretary of State of the state
of Nevada these Restated Articles of Incorporation of the Corporation, which
have been adopted by the board of directors and by the shareholders, and which
shall supersede the original articles of incorporation and all amendments
thereto.
ARTICLE I
NAME
The name of the Corporation shall be: Millenia Corporation
ARTICLE II
PERIOD OF DURATION
The Corporation shall continue in existence perpetually unless sooner dissolved
according to law.
ARTICLE III
PURPOSES AND POWERS
The Corporation is organized for the following purpose or purposes:
To engage in any lawful act or activity for which a corporation may be
organized under the laws of the state of Nevada and to exercise all powers
permitted thereby.
ARTICLE IV
AUTHORIZED SHARES
The Corporation shall have authority to issue a total of 50,000,000 shares,
consisting of 10,000,000 shares of preferred stock, par value $0.001 per share
(hereinafter the "Preferred Stock"), and 40,000,000 shares of common stock, par
value $0.001 per share (hereinafter the "Common Stock"). The powers,
preferences, and rights and the
<PAGE> 2
series to be issued by reason of any increase of the authorized capital
stock of the Corporation or of any class or series, or bonds,
certificates of indebtedness, debentures, or other securities
convertible into or exchangeable for stock, or carrying any rights to
purchase shares of any class or series, but any such unissued stock,
series of stock, or securities convertible into or exchangeable for
stock or carrying any right to purchase stock, may be issued and
disposed of pursuant to resolution of the board of directors to such
persons, firms, or others and on such terms as may be deemed advisable
by the board of directors in its sole discretion;
(ii) The holders of Common Stock and Preferred Stock shall not have
the right to cumulate their votes for the election of directors or for
any other purpose; and
(iii) No shareholder shall have the right to demand payment for his
shares in the event of a control share acquisition as provided in the
Control Shares Acquisition Act, as it may from time to time be amended
or any successor provision thereto, which Act shall not be applicable
to the Corporation.
ARTICLE V
TRANSACTIONS WITH INTERESTED DIRECTORS OR OFFICERS
No contract or other transaction between the Corporation and one or more of its
directors or officers, or between the Corporation and any corporation, firm or
association in which one or more of its directors or officers are directors or
officers of are financially interested, is either void or voidable solely for
this reason or solely because any such director or officer is present at the
meeting of the board of directors or a committee thereof which authorizes or
approves the contract or transaction, or because the vote or votes of common or
interested directors are counted for such purpose, if the circumstances
specified in any of the following paragraphs exist:
(a) The fact that the common directorship or financial interest is
disclosed or known to the board of directors or committee and noted in the
minutes, and the board or committee authorizes, approves, or ratifies the
contract or transaction in good faith by vote sufficient for the purpose
without counting the vote or votes of such common or interested director or
directors;
(b) The fact of the common directorship or financial interest is disclosed
or known to the stockholders, and they approve or ratify the contract or
transaction in good faith by a majority vote or written consent of
stockholders holding a majority of the shares entitled to vote; the votes of
the common or interested directors or officers shall be counted in any such
vote of stockholders; or
<PAGE> 3
qualifications, limitations, or restrictions thereof, of the shares of stock of
each class which the Corporation shall be authorized to issue are as follows:
(a) Preferred Stock. Shares of Preferred Stock may be issued from time
to time in one or more series as may from time to time be determined by
the board of directors. Such shares of Preferred Stock may, at the
discretion of the board of directors, be entitled to cumulative,
noncumulative, or partially cumulative dividends; shall have a preference
over Common Stock in the payment of dividends; shall have a preference in
assets of the Corporation over Common Stock on the voluntary or
involuntary liquidation of the Corporation; and shall be convertible into
shares of any other series of Preferred Stock or into shares of Common
Stock in such manner as the board of directors shall determine. Each
series shall be distinctly designated so as to distinguish the shares
thereof from all other series of classes. All shares of any one series of
the Preferred Stock shall be alike in every particular. The rights of
each such series and the qualifications, limitations, or restrictions
thereon, if any, may differ from those of any and all other series at any
time outstanding, subject to the limitations set forth in this paragraph.
No series of Preferred Stock shall be entitled to vote as a class or
otherwise on matters voted on by the shareholders of the Corporation,
except to the extent designated by the board of directors or on those
matters on which the consent of the holders of the Preferred Stock is
specifically required by the provisions of the Utah Business Corporation
Act, as now existing or as hereafter amended. Subject to the provisions
of this paragraph, the board of directors of this Corporation is hereby
expressly granted authority to fix, by resolution or resolutions adopted
prior to the issuance of any shares of each particular series of
Preferred Stock, the designations, rights, preferences, qualifications,
limitations, and restrictions, if any, of such series, as set forth
below:
(i) The rate and times at which, and the terms and conditions on
which, dividends, if any, on the shares of the series shall be paid
and the preferences, if any, over any other series as to the payment
of dividends;
(ii) Whether shares of the series shall be subject to redemption,
and the redemption price or prices, including, without limitation, a
redemption price or prices payable in shares of Common Stock, cash,
or other property and the time or times at which, and the terms and
conditions on which, shares of the series may be redeemed;
(iii) The rights and preferences of the holders of the shares in the
series in the assets of the Corporation over any other classes, if
any, on involuntary liquidation of this Corporation;
<PAGE> 4
(iv) The terms of the sinking fund or redemption or purchase account,
if any, to be provided for shares of the series; and
(v) The right, if any, of the holders of the shares of the same series
to convert the same into, or exchange the same for, any other class or
classes of stock of this Corporation (except a class having prior or
superior rights and preferences as to dividends or distribution of
assets on liquidation) and the terms and conditions of such conversion
or exchange.
The distinctive designation of the relative rights and preferences of the
shares of any series and the number of shares of Preferred Stock that shall
constitute the series, which number may be increased (except as otherwise
fixed by the board of directors) or decreased (but not below the number of
shares thereof outstanding) from time to time, shall be fixed and
determined by action of the board of directors.
(b) Common Stock. The Common Stock of the Corporation shall be
nonassessable and shall have the following powers, preferences, rights,
qualifications, limitations, and restrictions:
(i) After the requirements with respect to preferential dividends of
Preferred Stock, if any, shall have been met and after this
Corporation shall comply with the requirements, if any, with respect
to the setting aside of funds as sinking funds or redemption or
purchase accounts and subject further to any other conditions which
may be affixed in accordance with the provisions hereof, then, but not
otherwise, the holders of Common Stock shall be entitled to receive
such dividends, if any, as may be declared from time to time by the
board of directors; and
(ii) After distribution in full of the preferential amount, if any, to
be distributed to the holders of Preferred Stock in the event of a
voluntary or involuntary liquidation, distribution or sale of assets,
dissolution or winding up of this Corporation, the holders of the
Common Stock shall be entitled to receive all of the remaining assets
of the Corporation, tangible and intangible, of whatever kind
available for distribution to stockholders, ratably in proportion to
the number of shares of Common Stock held by each.
(c) Other Provisions.
(i) No holder of any of the shares of a class or series of stock or of
options, warrants, or other rights to purchase shares of any class or
series of stock or of other securities of the Corporation shall have
any pre-emptive right to purchase or subscribe for any unissued stock
of any class or series or any additional shares of any class or
<PAGE> 5
(c) The contract or transaction is fair as to the Corporation at the time
it is authorized or approved.
ARTICLE VI
LIMITATION ON LIABILITY
(a) The Corporation shall indemnify each director and officer of the
Corporation 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
Corporation, 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 Corporation 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
Corporation.
(b) The Corporation 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 Corporation 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 Corporation, or is or was serving at the request of the Corporation
as a director, officer, employee, or agent of another corporation,
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 Corporation, 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
Corporation, 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 view of all circumstances of the case,
the person is fairly and reasonably entitled to indemnity for such expenses
as the court deems proper.
<PAGE> 6
ARTICLE VII
BOARD OF DIRECTORS
The business and affairs of the Corporation shall be managed and controlled by
or under the direction of a board of directors, which may exercise all such
powers of the Corporation and do all such lawful acts and things as are not by
law or by these Articles of Incorporation directed or required to be exercised
or done by the stockholders of the Corporation.
(a) Vacancies. Vacancies and newly created directorships resulting from
any increase in the number of directors may be filled by a majority of the
directors then in office though less than a quorum, and each director so
chosen shall hold office for the unexpired term to which elected and until
his or her successor is elected and qualified or until his or her earlier
resignation or removal. If there are no directors in office, then an
election of directors may be held in the manner provided by law.
(b) Removal. At a meeting of stockholders called expressly for that
purpose, one or more members of the board (including the entire board) may
be removed, with or without cause, by the holders of two-thirds of the
shares then entitled to vote at an election of directors.
(c) Number. The number of the board of directors shall not be less than
two or more than nine. The exact number of the directors shall be fixed
from time to time only by the vote of the majority of the entire board of
directors. No decrease in the number of directors shall shorten the term
of any incumbent director.
(d) Limitation on Liability. A director or officer of the Corporation
shall have no liability to the Corporation or its stockholders for damages
for breach of fiduciary duty as a director or officer, except for damages
resulting from (i) acts or omissions which involve intentional misconduct,
fraud, or knowing violation of law, or (ii) the payment of dividends in
violation of the provisions of section 78.300 of the Nevada Revised
Statutes, as it may be amended from time to time, or any successor statute
thereto.
ARTICLE VIII
RIGHT TO ACQUIRE OWN SHARES
The Corporation shall have the right to redeem, purchase, take, receive, or
otherwise acquire, hold, own, pledge, transfer, or otherwise dispose of its own
shares to the extent of unreserved and unrestricted capital surplus available
therefor.
<PAGE> 7
ARTICLE IX
MEETINGS OF THE STOCKHOLDERS
Subject to the rights of the holders of any series of Preferred Stock, special
meetings of stockholders of the Corporation may be called only by the board of
directors pursuant to a resolution duly adopted by a majority of the total
number of directors which the Corporation would have if there were no
vacancies. At any annual meeting or special meeting of stockholders of the
Corporation, only such business shall be conducted as shall have been brought
before such meeting in the manner provided by the bylaws of the Corporation.
ARTICLE X
ADOPTION OR AMENDMENT OF BYLAWS
The power to alter, amend, or repeal the bylaws or adopt new bylaws shall be
vested in the board of directors, but the shareholders of the Corporation may
also alter, amend, or repeal the bylaws or adopt new bylaws. The bylaws may
contain any provisions for the regulation and management of the affairs of the
Corporation not inconsistent with the laws of the State of Nevada, as now
existing or as hereafter amended, or these Articles of Incorporation.
ARTICLE XI
CONTROL SHARES ACQUISITIONS ACT
The Corporation elects not to be governed by the Control Shares Acquisitions
Act or any successor provision of the Utah Business Corporation Act.
ARTICLE XII
REGISTERED OFFICE AND REGISTERED AGENT
The address of the Corporation's registered office in the state of Nevada is
3631 Seneca Lane Las Vegas, Nevada 89109. The name of its registered agent at
such registered office is Jo Ann Ellsworth. Either the registered office or the
registered agent may be changed in the manner provided for by law.
ARTICLE XIII
INITIAL BOARD OF DIRECTORS
The governing board of the Corporation shall be known as the board of
directors, and the number of directors comprising the board of directors shall
be fixed by the bylaws of the Corporation, provided that the number of
directors shall not be less than two.
<PAGE> 8
The names and addresses of the members of the initial board of directors to
serve until the first annual meeting of shareholders and until their successors
are elected and shall qualify are as follows:
Name Address
Arnold S. Grundvig 2135 Castle Hill Ave.
Sale Lake City, UT 84121
James McCarthy 3006 Highland Drive Ste. 206
Salt Lake City, UT 84106
ARTICLE XIV
COMMENCING BUSINESS
The Corporation will not commence business until consideration of the value of
at least $1,000 has been received for the issuance of shares.
ARTICLE XV
ADOPTION OF RESTATED AND AMENDED ARTICLES OF INCORPORATION
The foregoing Restated and Amended Articles of Incorporation were adopted by
the shareholders of the Corporation on October 31, 1994, pursuant to section
78,380 et. seq. of the Nevada Revised Statutes. The Corporation has only one
class of shares issued and outstanding, that being common stock. The number of
the shares of common stock issued and outstanding and entitled to vote on the
above date was 608,000. The number of shares voted in favor of adoption of the
Restated and Amended Articles of Incorporation was 506,000, which was a
majority of such shares; no shares were voted against such adoption.
We the undersigned, being the president and the secretary of the Corporation,
hereinabove named, do make and file these Restated and Amended Articles of
Incorporation, hereby certifying that the facts herein are true. We verify that
we have been duly authorized by the board of directors of the Corporation to
make and file these Restated and Amended Articles of Incorporation.
Dated this 31st day of October, 1994.
/s/ Al Tarallo
- ---------------------
Al Tarallo, President
<PAGE> 9
STATE OF FLORIDA )
:ss
COUNTY OF PALM BEACH )
The undersigned Notary Public certifies, deposes, and states that on this 1 day
of November, 1994, Al Tarallo and Agnes Tarallo personally appeared before me
and executed the foregoing document.
WITNESS MY HAND AND OFFICIAL SEAL.
/s/ Kathleen M. Lewis Notary Public
- ------------------------
My commission expires:
<PAGE> 1
EXHIBIT 3(i)(b)
CERTIFICATE OF AMENDMENT TO ARTICLES OF INCORPORATION
OF
MILLENIA CORPORATION
A Nevada Corporation
MILLENIA CORPORATION, a Corporation formed under the Nevada Corporate Code
of the State of Nevada.
The undersigned, the President and the Secretary of MILLENIA CORPORATION
certify that by majority vote of the shareholders and majority vote of the
BOARD OF DIRECTORS at a meeting held on NOVEMBER 29th, 1997, and which was
called for the purpose of amending the Articles of Incorporation of MILLENIA
CORPORATION, an appropriate majority of the holders of shares of each class
entitled to vote authorized the following amendment of the Articles of
Incorporation:
RESOLVED, that SECTION NUMBER IV OF MILLENIA CORPORATION RESTATED AND
AMENDED ARTICLES OF INCORPORATION FILED WITH THE NEVADA SECRETARY OF STATE ON
NOVEMBER 3, 1994 SHALL HEREBY BE AMENDED AND SHALL NOW PROVIDE THAT:
SECTION NUMBER OF THE NEVADA CORPORATE STATUTES 78:320 PARAGRAPH (1) A AND B
SHALL BE THE BASIS FOR THE HEREIN BELOW AMENDED ARTICLES OF INCORPORATION, "THE
TOTAL AUTHORIZED CAPITAL STOCK WILL BE ONE HUNDRED MILLION SHARES (100,000,000)
EACH HAVING A PAR VALUE OF $.001 PER SHARE, OF WHICH NINETY MILLION SHALL BE
COMMON SHARES AND TEN MILLION SHALL BE PREFERRED SHARES. THE POWERS,
PREFERENCES, AND/OR SERIES, OR BONDS, CERTIFICATES OF INDEBTEDNESS, DEBENTURES
OR OTHER SECURITIES CONVERTIBLE INTO OR
<PAGE> 2
EXCHANGEABLE FOR STOCK, OR CARRY ANY RIGHTS TO PURCHASE SHARES OF ANY CLASS OR
SERIES, BUT ANY SUCH UNISSUED STOCK, SERIES OF STOCK OR ANY RIGHTS TO PURCHASE
STOCK, MAY BE ISSUED AND DISPOSED OF PURSUANT TO RESOLUTION OF BOARD OF
DIRECTORS TO SUCH PERSONS, FIRMS, OR OTHERS AND ON SUCH TERMS AS MAY BE DEEMED
ADVISABLE BY THE BOARD OF DIRECTORS IN ITS DISCRETION; FURTHER, THE HOLDERS OF
COMMON STOCK SHALL NOT HAVE THE RIGHT TO CUMULATE THEIR VOTES FOR THE ELECTION
OF DIRECTORS OR FOR ANY OTHER PURPOSE; AND NO SHAREHOLDER SHALL HAVE THE RIGHT
TO DEMAND PAYMENT FOR HIS SHARES IN THE EVENT OF A CONTROL SHARE ACQUISITION AS
PROVIDED IN THE CONTROL SHARE ACQUISITION ACT, AS IT MAY FROM TIME TO TIME BE
AMENDED OR ANY SUCCESSOR PROVISION THERETO, WHICH SHALL NOT BE APPLICABLE TO
MILLENIA CORPORATION.
DATED THIS 16TH DAY OF DECEMBER 1997
MILLENIA CORPORATION
By /s/ AL TARALLO
-------------------------
AL TARALLO, President
/s/ HAROLD GREENBERG
---------------------------
HAROLD GREENBERG, Secretary
[SEAL]
<PAGE> 3
CERTIFICATE AMENDING ARTICLES OF INCORPORATION
OF
MILLENIA CORPORATION
A Nevada Corporation
The undersigned, being the President and Secretary of MILLENIA CORPORATION,
a Nevada corporation, hereby certify this by majority vote of the Board of
Directors and majority vote of the stockholders at a meeting held on the 29th
day of November, 1997, it was agreed by unanimous vote that this CERTIFICATE
AMENDING ARTICLES OF INCORPORATION be filed.
The undersigned further certify that the original Articles of Incorporation
of [CORPORATION NAME] was filed with the Secretary of State of Nevada on the 11
day of October, 1993, and a Certified copy of said Articles were filed with the
Carson City Clerk on the 3 day of November, 1994. The undersigned further
certify that Section 4 of the Articles of Incorporation filed on the 3 day of
November, 1994, herein is amended to read as follows:
"The total authorized capital stock will be one hundred million shares
(100,000,000) such having a par value of $0.001 per share."
The undersigned hereby certify that they have examined this Certificate
Amending the Article of Incorporation heretofore filed with the Secretary of
State of Nevada.
DATED this 16 day of December, 1997.
/s/ Al Tarallo
-------------------------------------
AL TARALLO, President
/s/ Harold Greenberg
--------------------------------------
HAROLD GREENBERG, Secretary
<PAGE> 4
SHAREHOLDERS' RESOLUTION
APPROVING AMENDMENT TO ARTICLES OF INCORPORATION
OF
MILLENIA CORPORATION
A Nevada Corporation
WHEREAS, the Board of Directors of MILLENIA CORPORATION has voted in favor
of amending the Corporation's Articles of Incorporation as set forth below, and
WHEREAS, the shareholders of the MILLENIA CORPORATION by this resolution do
approve of the amendment proposed by the Directors and set out below, it is
hereby:
RESOLVED, that Section NUMBER IV OF THE RESTATED AND AMENDED ARTICLES OF
INCORPORATION FILED WITH THE NEVADA SECRETARY OF STATE ON NOVEMBER 3, 1994 of
the Corporation's Articles of Incorporation are amended and shall now provide
that:
THAT SECTION NUMBER OF THE NEVADA CORPORATION STATUES 78:320 PARAGRAPH (1)
A AND B SHALL BE THE BASIS FOR THE HEREIN BELOW AMENDED ARTICLES OF
INCORPORATION, MILLENIA CORPORATION SHALL HAVE AUTHORITY TO ISSUE A TOTAL OF
100,000,000 SHARE OF COMMON STOCK, PAR VALUE 0.001 PER SHARE. THE POWERS,
PREFERENCES, AND/OR SERIES, OR BONDS, CERTIFICATES OF INDEBTEDNESS, DEBENTURES
OR OTHER SECURITIES CONVERTIBLE INTO OR EXCHANGEABLE FOR STOCK, OR CARRYING ANY
RIGHTS TO PURCHASE SHARES OF ANY CLASS OR SERIES, BUT ANY SUCH UNISSUED STOCK,
SERIES OF STOCK OR ANY RIGHTS TO PURCHASE STOCK, MAY BE ISSUED AND DISPOSED OF
PURSUANT TO RESOLUTION OF BOARD OF DIRECTORS TO SUCH PERSONS, FIRMS, OR
<PAGE> 5
OTHERS AND ON SUCH TERMS AS MAY BE DEEMED ADVISABLE BY THE BOARD OF DIRECTORS IN
IT'S SOLE DISCRETION; FURTHER, THE HOLDERS OF COMMON STOCK SHALL NOT HAVE THE
RIGHT TO CUMULATE THEIR VOTES FOR THE ELECTION OF DIRECTORS OR FOR ANY OTHER
PURPOSE; AND NO SHAREHOLDER SHALL HAVE THE RIGHT TO DEMAND PAYMENT FOR HIS
SHARES IN THE EVENT OF A CONTROL SHARE ACQUISITION AS PROVIDED IN THE CONTROL
SHARE ACQUISITION ACT, AS IT MAY FROM TIME TO TIME BE AMENDED OR ANY SUCCESSOR
PROVISION THERETO, WHICH SHALL NOT BE APPLICABLE TO MILLENIA CORPORATION.]
IT IS FURTHER RESOLVED, that the shareholders by this resolution do hereby
authorize and direct the Chairperson and Secretary of this meeting to make,
execute and acknowledge a sealed certificate of the Corporation setting out the
above resolution and to do everything necessary for the certificate to be filed
with the appropriate State office.
IT IS FURTHER RESOLVED, that, once the amendment has been filed and
recorded with the Nevada Secretary of State's office, a duplicate copy of the
amendment as returned by the State shall be attached to the minutes of this
meeting.
IN WITNESS THEREOF, I have affixed my name as Secretary of MILLENIA
CORPORATION and have attached the seal of MILLENIA CORPORATION to this
Resolution.
DATED this 29TH DAY OF NOVEMBER 1997.
/s/ Harold Greenberg
---------------------------
HAROLD GREENBERG, Secretary
[SEAL]
<PAGE> 1
EXHIBIT 3(i)(c)
Application for Reinstatement
This application authorizes the office of the secretary of state of Nevada to
reinstate Millenia Corporation (old name)
-------------------------
under the name of: Internet Multi Media Corporation (new name).
----------------------------------
This application is accompanied with the sixty-day list or annual list, the
designation of the resident agent, and all fees and penalties.
/s/ Michael Waldkinch
----------------------------------
(authorized signature)
Michael Waldkinch
Secretary
- -------------------------------------------------------------------------------
If a corporation, this application shall be signed by an officer.
If a limited partnership, this application shall be signed by a general partner.
If a limited-liability company, this application shall be signed by a manager or
a member.
If a limited-liability partnership, this application shall be signed by a
managing partner.
<PAGE> 2
STATE OF NEVADA
SECRETARY OF STATE
CERTIFICATE OF REINSTATEMENT
I, DEAN HELLER, the duly elected Secretary of State of the State of Nevada,
do hereby certify that INTERNET MULTI MEDIA CORPORATION formerly MILLENIA
CORPORATION a corporation formed under the laws of the State of NEVADA having
paid all filing fees, licenses, penalties and costs, in accordance with the
provisions of Title 7 of the Nevada Revised Statutes as amended, for the years
and in the amounts as follows:
<TABLE>
<S> <C> <C>
1998-1999 List of Officers + penalty $100.00
1999-2000 List of Officers + penalty $100.00
Reinstatement $ 50.00
Total $250.00
</TABLE>
and otherwise complied with the provisions of said section, the said corporation
has been reinstated, and that by virtue of such reinstatement it is authorized
to transact its business in the same manner as if the aforesaid filing fees,
licenses, penalties and costs had been paid when due.
IN WITNESS WHEREOF, I have hereunto set my hand
and affixed the Great Seal of State, at my office
in Carson City, Nevada, on January 24, 2000.
/s/ Dean Heller
Secretary of State
By: /s/ Massey
[STATE OF NEVADA SEAL] Certification Clerk
<PAGE> 1
EXHIBIT 3(ii)(a)
BYLAWS
OF
MILLENIA CORPORATION]
A STATE OF NEVADA CORPORATION
ARTICLE I
SHAREHOLDER'S MEETINGS
1.1 TIME. An annual meeting for the election of directors and for the
transaction of any other proper business and any special meeting shall be held
on the date and at the time as the Board of Directors shall from time to time
fix.
Time of Meeting: (TEN) 10:00 A.M.
Date of Meeting: NOVEMBER 29, 1994
1.2 PLACE. Annual meetings and special meetings shall be held at
such place, within or without the STATE OF NEVADA, as the Directors may, from
time to time, fix. Whenever the directors shall fail to fix such place, the
meetings shall be held at the principal executive office of the corporation.
1.3 CALL. Annual meetings may be called by the Directors, by the
Chairman of the Board, if any, Vice Chairman of the Board, if any, the
President, if any, the Secretary, or by any officer instructed by the Directors
to call the meeting. Special meetings may be called in like manner and by the
holders of shares entitled to cast not less than ten percent (10%) of the votes
at the meeting being called.
1.4 NOTICE. Written notice stating the place, day and hour of each
meeting, and, in the case of a special meeting, the general nature of the
business to be transacted or, in the case of an Annual Meeting, those matters
which the Board of Directors, at the time of mailing of the notice, intends to
present for action by the shareholders, shall be given not less than ten days
(or not less than any such other minimum period of days as may be prescribed by
the General Corporation Law) or more than sixty days (or more than any such
maximum period of days as may be prescribed by the General Corporation Law)
before the date of the meeting, by mail, personally, or by other means of
written communication, charges prepaid by or at the direction of the Directors,
the President, if any, the Secretary or the officer or persons calling the
meeting, addressed to each shareholder at his address appearing on the books
of the corporation or given by him to the corporation for the purpose of
notice, or, if no such address appears or is given, at the place where the
principal executive office of the corporation is located or by publication at
least once in a newspaper of general circulation in the county in which the
said principal executive office is located. Such notice shall be deemed to be
delivered when deposited in the United States mail with first class postage
therein prepaid, or sent by other means of written communication addressed to
the
<PAGE> 2
directors are to be elected shall include the names of nominees intended at the
time of notice to be presented by management for election. At an annual meeting
of shareholders, any matter relating to the affairs of the corporation, whether
or not stated in the notice of the meeting, may be brought up for action except
matters which the General Corporation Law requires to be stated in the notice of
the meeting. The notice of any annual or special meeting shall also include, or
be accompanied by, any additional statements, information, or documents
prescribed by the General Corporation Law. When a meeting is adjourned to
another time or place, notice of the adjourned meeting need not be given if the
time and place thereof are announced at the meeting at which the adjournment is
taken; provided that, if after the adjournment a new record date is fixed for
the adjourned meeting, a notice of the adjourned meeting shall be given to each
shareholder. At the adjourned meeting, the corporation may transact any business
which might have been transacted at the original meeting.
1.5 CONSENT. The transaction of any meeting, however called and noticed,
and wherever held, shall be as valid as though had at a meeting duly held after
regular call and notice, if a quorum is present and if, either before or after
the meeting, each of the shareholders or his proxy signs a written waiver of
notice or a consent to the holding of the meeting or an approval of the minutes
thereof. All such waivers, consents and approvals shall be filed with the
corporate records or made a part of the minutes of the meeting. Attendance of a
person at a meeting constitutes a waiver of notice of such meeting, except when
the person objects, at the beginning of the meeting, to the transaction of any
business because the meeting is not lawfully called or convened and except that
attendance at a meeting shall not constitute a waiver of any right to object to
the consideration of matters required by the General Corporation Law to be
included in the notice if such objection is expressly made at the meeting.
Except as otherwise provided in subdivision (f) of Section 601 of the General
Corporation Law, neither the business to be transacted at nor the purpose of any
regular or special meeting need be specified in any written waiver of notice.
1.6 CONDUCT OF MEETING. Meetings of the shareholders shall be presided over
by one of the following officers in the order of seniority and if present and
acting: the Chairman of the Board, if any, the Vice Chairman of the Board, if
any, the President, if any, a Vice President, or, if none of the foregoing is in
office and present and acting, by a chairman to be chosen by the shareholders.
The Secretary of the corporation, or in his absence, an Assistant Secretary,
shall act as secretary of every meeting, but, if neither the Secretary nor an
Assistant Secretary is present, the Chairman of the meeting shall appoint a
secretary of the meeting.
1.7 PROXY REPRESENTATION. Every shareholder may authorize another person or
persons to act as his proxy at a meeting or by
<PAGE> 3
pleasure of the person executing it prior to the vote or written action
pursuant thereto, except as otherwise provided by the General Corporation Law.
As used herein, a "proxy" shall be deemed to mean a written authorization
signed by a shareholder or a shareholder's attorney in fact giving another
person or persons power to vote or consent in writing with respect to the
shares of such shareholder, and "Signed" as used herein shall be deemed to mean
the placing of such shareholder's name on the proxy, whether by manual
signature, typewriting, telegraphic transmission or otherwise by such
shareholder or such shareholder's attorney in fact. Where applicable, the form
of any proxy shall comply with the provisions of Section 604 of the General
Corporation Law.
1.8 INSPECTORS - APPOINTMENT. In advance of any meeting, the Board of
Directors may appoint inspectors of election to act at the meeting and any
adjournment thereof. If inspectors of election are not so appointed, or, if any
persons so appointed fail to appear or refuse to act, the Chairman of any
meeting of shareholders may, and on the request of any shareholder or a
shareholder's proxy shall, appointment inspectors of election, or persons to
replace any of those who so fail or refuse, at the meeting. The number of
inspectors shall be either one or three. If appointed at a meeting on the
request of one or more shareholders or proxies, the majority of shares
represented shall determine whether one or three inspectors are to be appointed.
1.8.1 The inspectors of election shall determine the number of shares
outstanding and the voting power of each, the shares represented at the meeting
the existence of a quorum, the authenticity, validity, and effect of proxies,
receive votes, ballots, if any, or consents, hear and determine all challenges
and questions in any way arising in connection with the right to vote, count and
tabulate all votes or consents, determine when the polls shall close, determine
the result, and do such acts as may be proper to conduct the election or vote
with fairness to all shareholders. If there are three inspectors of election,
the decision, act, or certificate of a majority shall be effective in all
respects as the decisions, act, or certificate of all.
1.9 SUBSIDIARY CORPORATIONS. Shares of this corporation owned by a
subsidiary shall not be entitled to vote on any matter. A subsidiary for these
purposes is defined as a corporation, the shares of which possessing more than
twenty five percent (25%) of the total combined voting power of all classes of
shares entitled to vote, are owned directly or indirectly through one or more
subsidiaries.
1.10 QUORUM; VOTE; WRITTEN CONSENT. At all meetings of the stockholders,
each stockholder shall be entitled to one vote for each share of stock in his
own name on the books of the corporation, whether represented in person or by
proxy. The holders of a majority of the voting shares shall constitute a quorum
at a meeting of shareholders for the transaction of any business. The
shareholders present at a duly called or held meeting at which a quorum is
present may continue to do business
<PAGE> 4
shares required to constitute a quorum. In the absence of a quorum, any meeting
of shareholders may be adjourned from time to time by the vote of a majority of
the shares represented thereat, but no other business may be transacted except
as hereinbefore provided.
1.10.1 In the election of directors, a plurality of the votes cast
shall elect. No shareholder shall be entitled to exercise the right of
cumulative voting at a meeting for the election of directors unless the
candidate's name or the candidates' names have been placed in nomination prior
to the voting and the shareholder has given notice at the meeting prior to the
voting of the shareholder's intention to cumulate the shareholder's votes. If
any one shareholder has given such notice, all shareholders may cumulate their
votes for such candidates in nomination.
1.10.2 Except as otherwise provided by the General Corporation Law, the
Articles of Incorporation or these bylaws, any action required or permitted to
be taken at a meeting at which a quorum is present shall be authorized by the
affirmative vote of a majority of the shares represented at the meeting.
1.10.3 Except in the election of directors by written consent in lieu
of a meeting, and except as may otherwise be provided by the General Corporation
Law, the Articles of Incorporation or these bylaws, any action which may be
taken at any annual or special meeting may be taken without a meeting and
without prior notice, if a consent in writing, setting forth the action so
taken, shall be signed by holders of shares having not less than the minimum
number of votes that would be necessary to authorize or take such action at a
meeting at which all shares entitled to vote thereon were present and voted.
Directors may not be elected by written consent except by unanimous written
consent of all share entitled to vote for the election of directors. Notice of
any shareholder approval pursuant to Sections 310, 317, 1201 or 2007 without a
meeting by less than unanimous written consent shall be given at least ten days
before the consummation of the action authorized by such approval, and prompt
notice shall be given of the taking of any other corporate action approved by
shareholders without a meeting by less than unanimous written consent to those
shareholders entitled to vote who have not consented in writing.
1.11 BALLOT. Elections of directors at a meeting need not be by ballot
unless a shareholder demands election by ballot at the election and before the
voting begins. In all other matters, voting need not be by ballot.
1.12 SHAREHOLDERS' AGREEMENT. Notwithstanding the above provisions, in the
event this corporation elects to become a close corporation, an agreement
between two or more shareholders thereof, if in writing and signed by the
parties thereof, may provide that in exercising any voting rights the shares
held by them shall be voted as provided therein or in Section 706, and
<PAGE> 5
ARTICLE II
BOARD OF DIRECTORS
2.1 FUNCTIONS. The business and affairs of the corporation shall be managed
and all corporate powers shall be exercised by or under the direction of its
Board of Directors. The Board of Directors may delegate the management of the
day-to-day operation of the business of the corporation to a management company
or other person, provided that the business and affairs of the corporation shall
be managed and all corporate powers shall be exercised under the ultimate
direction of the Board of Directors. The Board of Directors shall have authority
to fix the compensation of directors for services in any lawful capacity.
2.1.1 Each director shall exercise such powers and otherwise perform
such duties in good faith, in the manner such director believes to be in the
best interests of the corporation, and with care, including reasonable inquiry,
using ordinary prudence, as a person in a like position would use under similar
circumstances. (Section 309).
2.2 EXCEPTION FOR CLOSE CORPORATION. Notwithstanding the provisions
of Section 1, in the event that this corporation shall elect to become a close
corporation as defined in Section 186, its shareholders may enter into a
Shareholders' Agreement as provided in Section 300 (b). Said Agreement may
provide for the exercise of corporate powers and the management of the business
and affairs of this corporation by the shareholders, provided however such
agreement shall, to the extent and so long as the discretion or the powers of
the Board in its management of corporate affairs is controlled by such
agreement, impose upon each shareholder who is a party thereof, liability for
managerial acts performed or omitted by such person pursuant thereto otherwise
imposed upon Directors as provided in Section 300 (d).
2.3 QUALIFICATION AND NUMBER. A director need not be a shareholder of
the corporation, a citizen of the United States, or a resident of the State of
[STATE OF INCORPORATION]. The authorized number of directors constituting the
Board of Directors until further changed shall be [NUMBER OF DIRECTORS].
Thereafter, the authorized number of directors constituting the Board shall be
at least three (3) provided that, whenever the corporation shall have only two
shareholders, the number of directors may be at least two, and whenever the
corporation shall have only one shareholder, the number of directors may be at
least one. Subject to the foregoing provisions, the number of directors may be
changed from time to time by an amendment of these By-Laws adopted by the
shareholders. Any such amendment reducing the number of directors to fewer
than five cannot be adopted if the votes cast against its adoption at a meeting
or the shares not consenting in writing in the case of action by written
consent are equal to more than sixteen and two-third percent of the outstanding
shares. No decrease in the authorized number of directors shall have the effect
of shortening the term of any incumbent director.
<PAGE> 6
incorporator, all of whom shall hold office until the first annual meeting of
shareholders and until their successors have been elected and qualified, or
until their earlier resignation or removal from office. Thereafter, directors
who are elected to replace any or all of the members of the initial Board of
Directors or who are elected at an annual meeting of shareholders, and directors
who are elected in the interim to fill vacancies, shall hold office until the
next annual meeting of shareholders and until their successors have been elected
and qualified, or until their earlier resignation, removal from office, or
death. In the interim between annual meetings of shareholders or of special
meetings of shareholders called for the election of directors, any vacancies in
the Board of Directors, including vacancies resulting from an increase in the
authorized number of directors which have not been filled by the shareholders,
including any other vacancies which the General Corporation Law authorizes
directors to fill, and including vacancies resulting from the removal of
directors which are not filled at the meeting of shareholders at which any such
removal has been effected, if the Articles of Incorporation or a By-Law adopted
by the shareholders so provides, may be filled by the vote of a majority of the
directors then in office of the sole remaining director, although less than a
quorum exists. Any director may resign effective upon giving written notice to
the Chairman of the Board, if any, the President, the Secretary or the Board of
Directors, unless the notice specifies a later time for the effectiveness of
such resignation. If the resignation is effective at a future time, a successor
may be elected to the office when the resignation becomes effective.
2.4.1 The shareholders may elect a director at any time to fill any
vacancy which the directors are entitled to fill, but which they have not
filled. Any such election by written consent shall require the consent of a
majority of the shares.
2.5 INDEMNIFICATION OF DIRECTORS, OFFICERS, EMPLOYEES AND AGENTS. The
corporation may indemnify any Director, Officer, agent or employee as to those
liabilities and on those terms and conditions as are specified in Section 317.
In any event, the corporation shall have the right to purchase and maintain
insurance on behalf of any such persons whether or not the corporation would
have the power to indemnify such person against the liability insured against.
2.6 MEETINGS.
2.6.1 TIME. Meetings shall be held at such time as the Board shall
fix, except that the first meeting of a newly elected Board shall be held as
soon after its election as the directors may conveniently assemble.
2.6.2 PLACE. Meetings may be held at any place, within or without
the State of [STATE OF INCORPORATION], which has been designated in any notice
of the meeting, or, if not
<PAGE> 7
2.6.3 CALL. Meetings may be called by the Chairman of the Board, if any
and acting, by the Vice Chairman of the Board, if any, by the President, if any,
by any Vice President or Secretary, or by any two directors.
2.6.4 ORDER OF BUSINESS. At all meetings of stockholders and directors
the following shall be the order of business so far as is practicable:
2.6.4.1 Calling the roll
2.6.4.2 Reading, correcting, and approving of the minutes of the
previous meeting
2.6.4.3 Reports of officers
2.6.4.4 Reports of committees
2.6.4.5 Unfinished business
2.6.4.6 New business
2.6.4.7 Election of Directors (for stockholders)
2.6.4.8 Election of Officers (for directors)
2.6.4.9 Miscellaneous business
2.6.5 NOTICE AND WAIVER THEREOF. No notice shall be required for
regular meetings for which the time and place has been fixed by the Board of
Directors. Special meetings shall be held upon at least four days notice by mail
or upon at least forty-eight hours notice delivered personally or by telephone
or telegraph. Notice of a meeting need not be given to any director who signs a
waiver of notice, whether before or after the meeting, or who attends the
meeting without protesting, prior thereto or at its commencement, the lack of
notice to such director. A notice or waiver of notice need not specify the
purpose of any regular or special meeting of the Board of Directors.
2.7 SOLE DIRECTOR PROVIDED BY ARTICLES OF INCORPORATION. In the event only
one Director is required by the bylaws or Articles of Incorporation, then any
reference herein to notices, waivers, consents, meetings or other actions by a
majority or quorum of the directors shall be deemed to refer to such notice,
waiver, etc., by such sole director, who shall have all the rights and duties
and shall be entitled to exercise all of the powers and shall assume all the
responsibilities otherwise herein described as given to a Board of Directors.
2.8 QUORUM AND ACTION. A majority of the authorized number of directors
shall constitute a quorum except when a vacancy or vacancies prevents such
majority, whereupon a majority of the directors in office shall constitute a
quorum, provided such majority shall constitute at least either one-third of the
authorized number of directors or at least two directors,
<PAGE> 8
place. If the meeting is adjourned for more than twenty-four hours, notice of
any adjournment to another time or place shall be given prior to the time of
the adjourned meeting to the directors, if any, who were not present at the
time of the adjournment. Except as the Articles of Incorporation, these bylaws
and the General Corporation Law may otherwise provide, the act or decision done
or made by a majority of the directors present at a meeting duly held at which a
quorum is present shall be the act of the Board of Directors. Members of the
Board of Directors may participate in a meeting through use of conference
telephone or similar communications equipment, so long as all members
participating in such meeting can hear one another, and participation by such
use shall be deemed to constitute presence in person at any such meeting.
2.8.1 A meeting at which a quorum is initially present may continue to
transact business notwithstanding the withdrawal of directors, provided that any
action which may be taken is approved by at least a majority of the required
quorum for such meeting.
2.9 CHAIRMAN OF THE MEETING. The Chairman of the Board, if any and if
present and acting, the Vice Chairman of the Board, if any and if present and
acting, shall preside at all meetings. Otherwise, the President, if any and
present and acting, or any director chosen by the Board, shall preside.
2.10 REMOVAL OF DIRECTORS. The entire Board of Directors or any individual
director may be removed from office without cause by approval of the holders of
at least a majority of the shares provided, that unless the entire Board is
removed, an individual director shall not be removed when the votes cast against
such removal, or not consenting in writing to such removal, would be sufficient
to elect such director if voted cumulatively at an election of directors at
which the same total number of votes were cast, or, if such action is taken by
written consent, in lieu of a meeting, all shares entitled to vote were voted,
and the entire number of directors authorized at the time of the director's
most recent election were then being elected. If any or all directors are so
removed, new directors may be elected at the same meeting or by such written
consent. The Board of Directors may declare vacant the office of any director
who has been declared of unsound mind by an order of court or convicted of a
felony.
2.11 COMMITTEES. The Board of Directors, by resolution adopted by a
majority of the authorized number of directors, may designate one or more
committees, each consisting of two or more directors to serve at the pleasure of
the Board of Directors. The Board of Directors may designate one or more
directors as alternate members of any such committee, who may replace any absent
member at any meeting of such committee. Any such committee, to the extent
provided in the resolution of the Board of Directors, shall have all the
authority of the Board of Directors except such authority as may not be
delegated by the
<PAGE> 9
2.12 INFORMAL ACTION. The transactions of any meeting of the Board of
Directors, however called and noticed or wherever held, shall be as valid as
though had at a meeting duly held after regular call and notice, if a quorum is
present and if, either before or after the meeting, each of the directors not
present signs a written waiver of notice, a consent to holding the meeting, or
an approval of the minutes thereof. All such waivers, consents, or approvals
shall be filed with the corporate records or made a part of the minutes of the
meeting.
2.13. WRITTEN ACTION. Any action required or permitted to be taken may be
taken without a meeting if all of the members of the Board of Directors shall
individually or collectively consent in writing to such action. Any such
written consent or consents shall be filed with the minutes of the proceedings
of the Board. Such action by written consent shall have the same force and
effect as a unanimous vote of such directors.
ARTICLE III
OFFICERS
3.1 OFFICERS. The officers of the corporation shall be a Chairman of the
Board, or a President, or both, a Secretary and a Chief Financial Officer. The
corporation may also have, at the discretion of the Board of Directors, one or
more Vice Presidents, one or more Assistant Secretaries and such other officers
as may be appointed in accordance with the provisions of Section 3 of this
Article. One person may hold two or more offices.
3.2 ELECTION. The officers of the corporation, except such officers as may
be appointed in accordance with the provisions of Section 3 or Section 5 of
this Article shall be chosen annually by the Board of Directors, and each shall
hold his office until he shall resign or shall be removed or otherwise
disqualified to serve, or his successor shall be elected and qualified.
3.3 SUBORDINATE OFFICERS, ETC. The Board of Directors may appoint such
other officers as the business of the corporation may require, each of whom
shall hold office for such period, have such authority and perform such duties
as are provided in the bylaws or as the Board of Directors may from time to
time determine.
3.4 REMOVAL AND RESIGNATION. Any officer may be removed, either with or
without cause, by a majority of the directors at the time in office, at any
regular or special meeting of the Board, or, except in case of an officer
chosen by the Board of Directors, by any officer upon whom such power of removal
may be conferred by the Board of Directors.
3.4.1 Any Officer may resign at any time by giving written notice to
the Board of Directors, or to the President, or to the Secretary of the
corporation. Any such resignation shall take effect at the date of the receipt
of such notice or at any
<PAGE> 10
3.5 VACANCIES. A vacancy in any office because of death, resignation,
removal, disqualification or any other cause shall be filled in the manner
prescribed in the Bylaws for regular appointments to such office.
3.5.1 In case the entire board of directors shall die or resign, any
stockholder may call a special meeting in the same manner that the President
may call such meetings, and Directors for the unexpired term may be elected at
such special meeting in the manner provided for their election at annual
meetings.
3.6 CHAIRMAN OF THE BOARD. The Chairman of the Board, if there shall be
such an officer, shall, if present, preside at all meetings of the Board of
Directors, and exercise and perform such other powers and duties as may be
from time to time assigned to him by the Board of Directors or prescribed by
the bylaws.
3.7 PRESIDENT. Subject to such supervisory powers, if any, as may be
given by the Board of Directors to the Chairman of the Board, if there be such
an officer, the President shall be the Chief Executive Officer of the
corporation and shall, subject to the control of the Board of Directors, have
general supervision, direction and control of the business and officers of the
corporation. He shall preside at all meetings of the shareholders and in the
absence of the Chairman of the Board, or if there be none, at all meetings of
the Board of Directors. He shall be ex officio a member of all the standing
committees, including the Executive Committee, if any, and shall have the
general powers and duties of management usually vested in the office of
President of a corporation, and shall have such other powers and duties as may
be prescribed by the Board of Directors of the bylaws.
3.8 VICE PRESIDENT. In the absence or disability of the President, the
Vice Presidents, in order of their rank as fixed by the Board of Directors, or
if not ranked, the Vice President designated by the Board of Directors, shall
perform all the duties of the President, and when so acting shall have all the
powers of, and be subject to, all the restrictions upon, the President. The
Vice Presidents shall have such other powers and perform such other duties as
from time to time may be prescribed for them respectively by the Board of
Directors or the By-Laws.
3.9 SECRETARY. The Secretary shall keep, or cause to be kept, a book of
minutes at the principal office or such other place as the Board of Directors
may order, of all meetings of Directors and Shareholders, with the time and
place of holding, whether regular or special, and if special, how authorized,
the notice thereof given, the names of those present at Directors' meetings,
the number of shares present or represented at Shareholders' meetings and the
proceedings thereof.
3.9.1 The Secretary shall keep, or cause to be kept, at the
principal office or at the office of the corporation's
<PAGE> 11
certificates issued for the same; and the number and date of cancellation of
every certificate surrendered for cancellation.
3.9.2 The Secretary shall give, or cause to be given, notice of all
the meetings of the shareholders and of the Board of Directors required by the
bylaws or by law to be given, and he shall keep the seal of the corporation in
safe custody, and shall have such other powers and perform such other duties as
may be prescribed by the Board of Directors or by the bylaws.
3.10 CHIEF FINANCIAL OFFICER. This officer shall keep and maintain, or
cause to be kept and maintained in accordance with generally accepted
accounting principles, adequate and correct accounts of the properties and
business transactions of the corporation, including accounts of its assets,
liabilities, receipts, disbursements, gains, losses, capital, earnings (or
surplus) and shares. The books of account shall at all reasonable times be open
to inspection by any Director.
3.10.1 This officer shall deposit all moneys and other valuables in
the name and to the credit of the corporation with such depositaries as may be
designated by the Board of Directors. He shall disburse the funds of the
corporation as may be ordered by the Board of Directors, shall render to the
President and Directors, whenever they request it, an account of all of his
transactions and of the financial condition of the corporation, and shall have
such other powers and perform such other duties as may be prescribed by the
Board of Directors or the bylaws.
3.11 RESIDENT AGENT. The resident agent shall be in charge of the
corporation's registered or principal office in the state of [STATE OF
INCORPORATION], upon whom process against the corporation may be served and
shall perform all duties as required of him by statute.
ARTICLE IV
CERTIFICATES AND TRANSFERS OF SHARES
4.1 CERTIFICATES FOR SHARES. Each certificate for shares of the
corporation shall set forth therein the name of the record holder of the shares
represented thereby, the number of shares and the class or series of shares
owned by said holder, the par value, if any, of the shares represented thereby,
and such other statements, as applicable, prescribed by relevant Sections of
the General Corporation Law of the State of [STATE OF INCORPORATION] (the
"General Corporation Law") and such other statements, as applicable, which may
be prescribed by the Corporate Securities Law of the State of [STATE OF
INCORPORATION] and any other applicable provision of the law. Each such
certificate issued shall be signed in the name of the corporation by the
Chairman of the Board of Directors, if any, or the Vice Chairman of the Board of
Directors, if any, the President, if any, or a Vice President, if any, and by
the Chief Financial Officer or an Assistant Treasurer or the Secretary or an
Assistant Secretary. Any or all of the signatures on a certificate for shares
may be a facsimile.
<PAGE> 12
or registrar before such certificate is issued, it may be issued by the
corporation with the same effect as if such person were an officer, transfer
agent or registrar at the date of issue.
4.1.1 In the event that the corporation shall issue the whole or any
part of its shares as partly paid and subject to call for the remainder of the
consideration to be paid therefor, any such certificate for shares shall set
forth thereon the statements prescribed by Section 409 of the General
Corporation Law.
4.2 LOST OR DESTROYED CERTIFICATES FOR SHARES. The corporation may issue
a new certificate for shares or for any other security in the place of any
other certificate theretofore issued by it, which is alleged to have been lost,
stolen or destroyed. As a condition to such issuance, the corporation may
require any such owner of the allegedly lost, stolen or destroyed certificate
or any such owner's legal representative to give the corporation a bond, or
other adequate security, sufficient to indemnify it against any claim that may
be made against it, including any expense or liability, on account of the
alleged loss, theft or destruction of any such certificate or the issuance of
such new certificate.
4.3 SHARE TRANSFERS. Upon compliance with any provisions of the General
Corporation Law and/or the Corporate Securities Law of 1968 which may restrict
the transferability of shares, transfers of shares of the corporation shall be
made only on the record of shareholders of the corporation by the registered
holder thereof, or by his attorney thereunto authorized by power of attorney
duly executed and filed with the Secretary of the corporation or with a
transfer agent or a registrar, if any, and on surrender of the certificate or
certificates for such shares properly endorsed and the payment of all taxes, if
any, due thereon.
4.4 RECORD DATE FOR SHAREHOLDERS. In order that the corporation may
determine the shareholders entitled to notice of any meeting or to vote or be
entitled to receive payment of any dividend or other distribution or allotment
of any rights or entitled to exercise any rights in respect of any other lawful
action, the Board of Directors may fix, in advance a record date, which shall
not be more than sixty days or fewer than ten days prior to the date of such
meeting or more than sixty days prior to any other action.
4.4.1 If the Board of Directors shall not have fixed a record date as
aforesaid, the record date for determining shareholders entitled to notice of or
to vote at a meeting of shareholders shall be at the close of business on the
business day next preceding the day on which notice is given, or, if notice is
waived, at the close of business on the business day next preceding the day on
which the meeting is held; the record date for determining shareholders entitled
to give consent to corporate action in writing without a meeting, when no prior
<PAGE> 13
the close of business on the day on which the Board of Directors adopts the
resolution relating thereto, or the sixtieth day prior to the day of such other
action, whichever is later.
4.4.2 A determination of shareholders of record entitled to notice
of or to vote at a meeting of shareholder shall apply to any adjournment of the
meeting unless the Board of Directors fixes a new record date for the adjourned
meeting, but the Board of Directors shall fix a new record date if the meeting
is adjourned for more than forty-five days from the date set for the original
meeting.
4.4.3 Except as may be otherwise provided by the General Corporation
Law, shareholders on the record date shall be entitled to notice and to vote or
to receive any dividend, distribution or allotment of rights or to exercise the
rights, as the case may be, notwithstanding any transfer of any shares on the
books of the corporation after the record date.
4.5 REPRESENTATION OF SHARES IN OTHER CORPORATIONS. Shares of other
corporations standing in the name of this corporation may be voted or
represented and all incidents thereto may be exercised on behalf of the
corporation by the Chairman of the Board, the President or any Vice President
or any other person authorized by resolution of the Board of Directors.
4.6 MEANING OF CERTAIN TERMS. As used in these bylaws in respect of the
right to notice of a meeting of shareholders or a waiver thereof or to
participate or vote thereat or to assent or consent or dissent in writing in
lieu of a meeting, as the case may be, the term "share" or "shares" or
"shareholder" or "shareholders" refers to an outstanding share or shares and to
a holder or holders of record or outstanding shares when the corporation is
authorized to issue only one class of shares, and said reference is also
intended to include any outstanding share or shares and any holder or holders
of record of outstanding shares of any class upon which or upon whom the
Articles of Incorporation confer such rights where there are two or more
classes or series of shares or upon which or upon whom the General Corporation
Law confers such rights notwithstanding that the Articles of Incorporation may
provide for more than one class or series of shares, one or more of which are
limited or denied such rights thereunder.
4.7 CLOSE CORPORATION CERTIFICATES. All certificates representing shares
of this corporation, in the event it shall elect to become a close corporation,
shall contain the legend required by Section 418 (c).
<PAGE> 14
ARTICLE V
EFFECT OF SHAREHOLDERS' AGREEMENT:
CLOSE CORPORATION
appropriate filing of or amendment to is Articles as required by Section 202
and shall terminate when this corporation ceases to be a close corporation.
Such an agreement cannot waive or alter Sections 158 (defining close
corporations), 202 (requirements of Articles of Incorporation), 500 and 501
relative to distributions, 1111 (merger), 1201(e) (reorganization) or Chapters
15 (Records and Reports), 16 (Rights of Inspection), 18 (Involuntary
Dissolution) or 22 (Crimes and Penalties). Any other provisions of the Code or
these bylaws may be altered or waived thereby, but to the extent they are not
so altered or waived, these bylaws shall be applicable.
ARTICLE VI
CORPORATE CONTRACTS AND INSTRUMENTS-HOW EXECUTED
6.1 The Board of Directors, except as in the bylaws otherwise provided,
may authorize any officer or officers, agent or agents, to enter into any
contract or execute any instrument in the name of and on behalf of the
corporation. Such authority may be general or confined to specific instances.
Unless so authorized by the Board of Directors, no officer, agent or employee
shall have any power or authority to bind the corporation by any contract or
agreement, or to pledge its credit, or to render it liable for any purposes or
any amount, except as provided in Sec. 313 of the Corporations Code.
ARTICLE VII
CONTROL OVER BYLAWS
7.1 After the initial bylaws of the corporation shall have been adopted by
the incorporator or incorporators of the corporation, the bylaws may be amended
or repealed or new bylaws may be adopted by the shareholders entitled to
exercise a majority of the voting power or by the Board of Directors; provided,
however, that the Board of Directors shall have no control over any bylaw which
fixes or changes the authorized number of directors of the corporation;
provided, further, than any control over the bylaws herein vested in the Board
of Directors shall be subject to the authority of the aforesaid shareholders
to amend or repeal the bylaws or to adopt new bylaws; and provided further that
any bylaw amendment or new bylaw which changes the minimum number of directors
to fewer than five shall require authorization by the greater proportion of
voting power of the shareholders as hereinbefore set forth.
ARTICLE VIII
BOOKS AND RECORDS - STATUTORY AGENT
8.1 RECORDS: STORAGE AND INSPECTION. The corporation shall keep at its
principal executive office in the State of [STATE OF INCORPORATION], or, if its
principal executive office is not in the State of [STATE OF INCORPORATION], the
original or a copy of the bylaws as amended to date, which shall be open to
inspection by the shareholders at all reasonable times during office hours. If
the principal executive office of the
<PAGE> 15
proceedings of its shareholders, Board of Directors and committees, if any, of
the Board of Directors. The corporation shall keep at its principal executive
office, or at the office of its transfer agent or registrar, a record of its
shareholders, giving the names and addresses of all shareholders and the number
and class of shares held by each. Such minutes shall be in written form. Such
other books and records shall be kept either in written form or in any other
form capable of being converted into written form.
8.2 RECORD OF PAYMENTS. All checks, drafts, or other orders for payment
of money, notes or other evidences of indebtedness, issued in the name of or
payable to the corporation, shall be signed or endorsed by such person or
persons and in such manner as shall be determined from time to time by
resolution of the Board of Directors.
8.3 ANNUAL REPORT. Whenever the corporation shall have fewer than one
hundred shareholders, the Board of Directors shall not be required to cause to
be sent to the shareholders of the corporation the annual report prescribed by
Section 1501 of the General Corporation Law unless it shall determine that a
useful purpose would be served by causing the same to be sent or unless the
Department of Corporations, pursuant to the provisions of the Corporate
Securities Law of 1968, shall direct the sending of the same.
8.4 AGENT FOR SERVICE. The name of the agent for service of process
within the State of NEVADA is JO ANN ELLWORTH, 3631 SENECA LANE, LAS VEGAS, NV.
89109, RESIDENT AGENT.
<PAGE> 16
CERTIFICATE OF ADOPTION OF BYLAWS
ADOPTION BY INCORPORATOR(S) OR FIRST DIRECTOR(S).
The undersigned person(s) appointed in the Articles of Incorporation to act
as the Incorporator(s) or First Director(s) of the above-named corporation
hereby adopt the same as the bylaws of said corporation.
Executed on NOVEMBER 29, 1994
/s/ Al Tarallo
AL TARALLO, DIRECTOR
THIS IS TO CERTIFY:
That I am the duly-elected, qualified and acting Secretary of the
above-named corporation; that the foregoing bylaws were adopted as the bylaws of
said corporation on the date set forth above by the person(s) appointed in the
Articles of Incorporation to act as the Incorporator(s) or First Director(s) of
said corporation.
IN WITNESS WHEREOF, I have hereunto set my hand and affixed the corporate
seal on NOVEMBER 29, 1994.
/s/ Harold Greenberg
HAROLD GREENBERG, Secretary
[SEAL]
CERTIFICATE BY SECRETARY OF ADOPTION BY SHAREHOLDER'S VOTE.
THIS IS TO CERTIFY:
That I am the duly-elected, qualified and acting Secretary of the
above named corporation and that the above and foregoing Code of bylaws was
submitted to the shareholders at their first meeting and held on the date set
forth in the bylaws and recorded in the minutes thereof, was ratified by the
vote of shareholders entitled to exercise the majority of the voting power of
said corporation.
IN WITNESS WHEREOF, I have hereunto set my hand on NOVEMBER 29, 1994.
/s/ Harold Greenberg
HAROLD GREENBERG, Secretary
<PAGE> 1
EXHIBIT 21
SUBSIDIARIES OF THE REGISTRANT
<TABLE>
<CAPTION>
Name of Subsidiary: State of Organization: Names under which
Subsidiary does
business
<S> <C> <C>
- -------------------------------------- ---------------------- --------------------------------------
Naturally Niagara Beverage Corporation Delaware Naturally Niagara Beverage Corporation
</TABLE>
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE
FINANCIAL STATEMENTS OF INTERNET MULTI-MEDIA CORPORATION FOR THE YEAR ENDED
DECEMBER 31, 1998 AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH
FINANCIAL STATEMENTS.
</LEGEND>
<S> <C>
<PERIOD-TYPE> YEAR
<FISCAL-YEAR-END> DEC-31-1998
<PERIOD-START> JAN-01-1998
<PERIOD-END> DEC-31-1998
<CASH> 890
<SECURITIES> 0
<RECEIVABLES> 309,173
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 0
<PP&E> 0
<DEPRECIATION> 0
<TOTAL-ASSETS> 310,064
<CURRENT-LIABILITIES> 97,481
<BONDS> 0
0
0
<COMMON> 18,208
<OTHER-SE> 6,705,847
<TOTAL-LIABILITY-AND-EQUITY> 310,064
<SALES> 273,003
<TOTAL-REVENUES> 273,903
<CGS> 176,315
<TOTAL-COSTS> 584,022
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 0
<INCOME-PRETAX> (486,434)
<INCOME-TAX> 0
<INCOME-CONTINUING> (486,434)
<DISCONTINUED> 0
<EXTRAORDINARY> (2,272,424)
<CHANGES> 0
<NET-INCOME> (2,758,858)
<EPS-BASIC> ($0.11)
<EPS-DILUTED> ($0.11)
</TABLE>
