<PAGE> 1
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D. C. 20549
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FORM 10-QSB
(MARK ONE)
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15 (D) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the quarterly period ended June 30, 2000
or
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 (D) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the transition period from __________________ to __________________
INTERNET MULTI-MEDIA CORPORATION
(Exact Name of Registrant as Specified in its Charter)
NEVADA 87-0431096
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(State of Other Jurisdiction of Incorporation (I.R.S. Employer
or Organization) Identification No.)
2533 North Carson Street, Suite 3358 Carson City, Nevada 89706
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(Address of Principal Executive Offices) (Zip Code)
(702) 841-4779
--------------
(Issuer's Telephone Number, Including Area Code)
(Formerly Millenia Corporation)
Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15 (d) of the Securities and Exchange Act of 1934
during the preceding 12 months (or for such shorter period that the registrant
was required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days. Yes [X] No [ ]
As of August 14, 2000 there were 69,443,747 shares of common stock outstanding.
<PAGE> 2
INTERNET MULTI-MEDIA CORPORATION
TABLE OF CONTENTS
Part I. Financial Information
Item 1. Financial Statements
PAGE
----
Condensed Consolidated Balance Sheets -
At June 30, 2000 (unaudited) and at December 31, 1999........... 1
Condensed Consolidated Statements of Cash Flows (unaudited) -
Six months ended June 30, 2000 and 1999 ........................ 3
Condensed Consolidated Statements of Operations (unaudited) -
Six months ended June 30, 2000 and 1999......................... 4
Notes to Condensed Consolidated Financial Statements (unaudited).. 5
Item 2. Management's Discussion and Analysis of Financial Condition
And Results of Operations....................................... 10
Part II. Other Information
Item 1. Legal Proceedings........................................ 12
Item 2. Changes in Securities and Use of Proceeds................ 12
Item 3. Defaults Upon Senior Securities.......................... 13
Item 4. Submission of Matters to a Vote of Security Holders...... 13
Item 5. Other Information........................................ 13
Item 6. Exhibits and Reports on Form 8-K......................... 13
Signature Page........................................... 14
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1
INTERNET MULTI-MEDIA CORPORATION
CONSOLIDATED BALANCE SHEET(unaudited)
AS AT June 30, 2000
<TABLE>
<CAPTION>
2000 1999
<S> <C> <C>
ASSETS
CURRENT
Cash $ 0 $ 890
Loan receivable
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890
INVESTMENTS(NOTE 7) 1 1
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$ 1 $ 891
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</TABLE>
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2
INTERNET MULTI-MEDIA CORPORATION
CONSOLIDATED BALANCE SHEET(unaudited)
AS AT JUNE 30, 2000
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<TABLE>
<CAPTION>
<S> <C> <C>
LIABILITIES
CURRENT
Accounts payable and accrued charges $ 8,680.48 $ 81,039
Accounts payable - stockholder/directors 0 1,442
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8,680.48 82,481
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STOCKHOLDERS' EQUITY
SHARE CAPITAL
Preferred Stock, $.001 par value, 10,000,000
shares authorized, Common Stock, $.001 par value,
100,000,000 shares authorized, 30,693,747 shares
issued(24,380,400 - December 31, 1998) 19,210.00 19,210
Capital in excess of par value 7,226,075.00 6,803,185
Discount on common stock (98,290.00) (98,290)
--------------------------------------------------------------------------------
7,146,995.00 6,724,105
DEFICIT (6,805,695.00) (6,805,695)
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CURRENT EARNINGS (349,979.48) 0
TOTAL EQUITY (8,679.48) (81,590)
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LIABILITIES AND EQUITY $ 1.00 $ 891
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</TABLE>
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3
INTERNET MULTI-MEDIA CORPORATION
CONSOLIDATED STATEMENT OF CASH FLOWS (unaudited)
FOR THE PERIOD ENDED JUNE 30, 2000
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<TABLE>
<CAPTION>
2000 1999
<S> <C> <C>
CASH FLOWS PROVIDED (USED) IN OPERATING
ACTIVITIES
Net loss for the period $(349,979) $(294,173)
--------------------------------------------------------------------------------
(349,979) (294,173)
Net change in the following:
Accounts receivable -- 309,173
Accounts payable (73,800) (15,000)
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(423,779) --
--------------------------------------------------------------------------------
INVESTING ACTIVITIES
Shares issued to relieve debt 422,890
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CHANGE IN CASH DURING THE PERIOD (890) --
CASH - BEGINNING OF PERIOD 890 890
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CASH - END OF PERIOD $ 0 $ 890
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</TABLE>
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4
INTERNET MULTI-MEDIA CORPORATION
CONSOLIDATED STATEMENT OF OPERATIONS (unaudited)
FOR THE SIX MONTHS ENDED JUNE 30, 2000
--------------------------------------------------------------------------------
<TABLE>
<CAPTION>
2000 1999
<S> <C> <C>
REVENUE $ -- $ --
COST OF SALES -- --
--------------------------------------------------------------------------------
GROSS MARGIN -- --
--------------------------------------------------------------------------------
EXPENSES
Administrative expenses 7,027.00
Consulting Fees 329,781.00
Legal Fees 39,032.98
Transfer agent fees 1,619.50
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LOSS BEFORE UNUSUAL ITEMS (377,460.48)
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UNUSUAL ITEMS
Writedown of investments 55,000.00 (309,173)
Reductions in accounts payable -- 15,000
Forgiveness of Debt (82,481.00) --
--------------------------------------------------------------------------------
349,979.48 (294,173)
--------------------------------------------------------------------------------
NET LOSS FOR PERIOD $(349,979.48) $(294,173)
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WEIGHTED AVERAGE LOSS PER SHARE $ (0.01) $ (.01)
</TABLE>
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5
INTERNET MULTI-MEDIA CORPORATION
NOTES TO FINANCIAL STATEMENTS
AS AT JUNE 30, 2000
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1. SIGNIFICANT ACCOUNTING POLICIES
ORGANIZATION AND DIVIDEND POLICY
The Company was incorporated under the laws of the State of
Utah on November 25, 1985 and initially elected a fiscal year
end of January 31. The Company changed its year-end to
December 31 starting in 1987. The Company is in the
development stage because it has not commenced planned
principal operations in attempting to search for and develop
or acquire a business opportunity. It sold its common stock to
the public through a public offering. The Company has, at
present time, not paid any dividends and any dividends that
may be paid in the future will depend upon the financial
requirements of the company and other relevant factors.
LOSS PER SHARE
The computation of loss per share of common stock is based
upon the weighted average number of shares outstanding during
the periods presented.
In February 1997 the Financial Accounting Standards Board
issued a new statement titled "Earnings Per Share" ("FAS
128"). The new statement is effective for both interim and
annual periods ending after December 15, 1997. FAS 128
replaces the presentation of primary and fully diluted
earnings per share with the presentation of basic and diluted
earnings per share. The Company has determined that the
adoption of FAS 128 would have no impact on the financial
statements.
CASH EQUIVALENTS
For purposes of the Statement of Cash Flows, the Company
considers all highly liquid debt instruments purchased with a
maturity of three months or less to be cash equivalents.
INVESTMENTS
Investments which represent interests in companies for which
the company would be deemed not to assert voting control have
been accounted for by the cost method and are increased by
advances and decreased by withdrawals or dividends received.
If the value of such investments has been impaired, the
Company follows the policy of writing them down.
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INTERNET MULTI-MEDIA CORPORATION
NOTES TO FINANCIAL STATEMENTS
AS AT JUNE 30, 2000
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2. CERTAIN COMMON STOCK TRANSACTIONS
Prior to March 31, 1987, the Company completed a public
offering whereby 15,000,000 ($150,000) pre-reverse split
shares of its previously authorized but unissued common stock
were sold to the public at $.01 per share pursuant to an
exemption from registration under federal law pursuant to
Subsection 3(b) of the Securities Act of 1933, Regulation D.
Rule 504. The public offering was, however, registered with
the Utah Securities Division pursuant to U.C.A. Section 61 - 1
- 10. Net proceeds to the Company after deducting costs of the
offering of $22,807 amounted to $127,193. On September 15,
1993 the board of directors of the Company authorized the
issuance of 10,000,000 shares (50,000 post reverse split) of
stock at par value ($.001 per share) to Arnold S. Grundvig,
Jr. for services rendered on behalf of the Company with
respect to the change of domicile, for taking over the
responsibility as president of Yellow Jacket Corp. prior to
the merger and for paying costs associated with the merger of
the Company with Waco Holding Company. The above par value of
the shares, $10,000, was discounted $7,000 to arrive at a
value for the above at $3,000.
On June 26, 2000 registrant's Board of Directors adopted a
stock option plan entitled: 2000 Stock Option Plan (the
"Option Plan") The Option Plan authorized the immediate
granting of options to purchase up to 850,000 shares of the
registrant's $.001 par value common stock, at an exercise
price of $.18 per share, to the registrant's directors. The
options are non-revocable by the registrant for three years;
are non-transferable except by written permission of the Board
of Directors; and may be exercised at any time on or before
June 25, 2010. The Option Plan was included as Exhibit (99)(a)
to a Form 8-K.
Also on June 26, 2000, registrant's Board of Directors adopted
registrant's 2000 Consulting Services Plan (the "Consulting
Plan") in order to advance the interests of the Corporation by
rewarding, encouraging and enabling the acquisition of larger
personal proprietary interests in the Corporation by
employees, directors and former directors of, and consultant
to, the Corporation, and its Subsidiaries who have: 1) served
without salaries; 2) advanced funds to the Corporation; 3)
incurred significant unreimbursed expenses on behalf of the
Corporation; and 4) assisted the Corporation and its'
attorneys and accountants in dealing with shareholder
inquiries and with the preparation and filing of corporate
documents. The Consulting Plan awarded an aggregate of
3,253,000 shares of the registrant's $.001 par value common
stock, valued at $.13 per share to certain persons. Several
employees and principals of 21st Equity Partners, LLP
received, or are to receive, a total of 500,000 shares
pursuant to this plan. In addition, the plan shall be amended
in the near future to permit an additional 750,000 shares to
be issued to principals and employees of 21st Equity. 21st
Equity, LLP was instrumental in bringing about the acquisition
of Oasis technologies.srl by registrant.
The Consulting Plan was included as an Exhibit to a Form K.
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INTERNET MULTI-MEDIA CORPORATION
NOTES TO FINANCIAL STATEMENTS
AS AT JUNE 30, 2000
----------------------------------------------------------------------------
Due to the implementation of the Consulting Plan, the exercise
of options, and the issuance of 38,000,000 shares to acquire
Oasis Technology.srl, the registrant, as of August 14, 2000
currently has 69,443,747 shares of its $.001 par value common
shares outstanding, including options to purchase 850,000
shares.
3. BUSINESS COMBINATION
Effective October 31, 1993 the Company merged with Waco
Holding Company (Waco) a newly formed Nevada Corporation in a
business combination accounted for as a purchase using
historical cost values. Waco was initially incorporated in
Nevada as Yellow Jacket Corp. but changed its name to Waco at
the time of the Merger. At the time of the merger the only
asset of Waco was an option to purchase certain rights to a
mining concession in Mexico known as the Santa Rita Mine. Waco
obtained the option from Barclay Financial Corporation and its
president. The option had a historical cost of $912. Waco was
acquired by issuing 91,200,000 shares (456,000 post reverse
split) of Company common stock at a par value of $.001. The
shares were discounted to arrive at the historical cost of
$912. Immediately after the merger Waco became the sole
surviving corporation. Waco has had no business operations or
activity and is considered a development stage company and at
November 17, 1993 had been in existence for one month. At the
time of the merger the authorized preferred stock was
discontinued. None of the previous preferred stock had been
issued by the Company. Prior to November 30, 1994 the option
expired without being exercised and was written off.
4. GOING CONCERN
The Company has experienced losses of $6,805,695 through June
30, 2000 and has no working capital. In light of this
circumstance, the ability of the Company to continue as a
going concern is substantially in doubt. The financial
statements do not include any adjustments that might result
from the outcome of this uncertainty.
Management plans are to seek enough working capital to
continue the existence of the Company and to seek a business
combination with a viable business entity that can provide
business operations and working capital. Management believe
their plans will provide the corporation with the ability to
continue in existence.
5. ACQUISITION OF WHOLLY-OWNED SUBSIDIARY
On April 30, 1998, the Company acquired 100% of the
outstanding shares of Naturally Niagara Beverage Corporation.
The purchase price of the acquisition was 2 shares of Millenia
common stock for each share of Naturally Niagara common stock
outstanding at that time. Naturally Niagara Beverage
Corporation is an inactive 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.
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INTERNET MULTI-MEDIA CORPORATION
NOTES TO FINANCIAL STATEMENTS
AS AT JUNE 30, 2000
----------------------------------------------------------------------------
The company has used an August 1, 2000 date for the
computation of share dilution disclosure. The financials
include a stock dilution calculation that includes the
Directors options in the amount of 850,000 shares and
the Consulting Services Agreement in the amount of
3,253,000 shares. This calculation was made as at August
1, 2000. The financials do not reflect the additional
750,000 shares to be issued to 21st Equity or the
38,000,000 shares issued in the acquisition of Oasis
Technology.srl. The company has not yet received audited
financial information with respect to Oasis
Technology.srl and does not anticipate receiving this
information until September of 2000. These numbers will
be furnished when received and stock dilution will be
recalculated.
6. LOAN RECEIVABLE
The company has loaned SMC Soundmusic.com Inc. $55,000.00. On
February 24, 2000 the company entered into a letter of Intent
to acquire the shares of SMC Soundmusic.com. Upon completion
of the acquisition this loan was to be converted to a payment
to SMC Soundmusic.com Inc per the letter of Intent. Since this
acquisition will not be completed and the company is not able
to recover the loan, this amount has been written off the
books as a bad debt.
7. INVESTMENTS
Investments consist of the following:
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
SPRINGERVILLE PURE MOUNTAIN WATER COMPANY
This is a joint venture with two other companies with
Naturally Niagara holding 45% of the joint venture
Springerville holding 45% and Southwest Management Inc.
holding 10%. Naturally Niagara's commitment to the joint
venture is $150,000 in cash. As of December 31,1998 the
Company has contributed $70,000 to the joint venture. As
result of the company's inability to fund its commitment for
cash, it has been agreed upon that the interest of the Company
be reduced to 10%. The joint venture was created to put up a
plant and a bottling facility on 10 acres of land in the
Northern Arizona mountains approximately 212 miles north east
of Phoenix. The water from our well has been tested by the
state authorities and has passed as a truly pure source of
water. As of the date of this financial statement, there has
been no financial information released on the joint venture in
order to determine if there is any impairment in value of the
above noted investment.
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INTERNET MULTI-MEDIA CORPORATION
NOTES TO FINANCIAL STATEMENTS
AS AT JUNE 30, 2000
----------------------------------------------------------------------------
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 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
amortized over 25 years with a balloon payment due at the end
of the tenth year at the lessor of 7.5% interest and the prime
interest rate charged by the banks.
The company has not met its obligation to acquire the total
interest in Ferndale. As result the Company now maintains a
10% interest in Ferndale until such time as it meets it
obligation to acquire the balance of Ferndale.
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INTERNET MULTI-MEDIA CORPORATION
NOTES TO FINANCIAL STATEMENTS
AS AT JUNE 30, 2000
----------------------------------------------------------------------------
RESON ACQUISITION CORPORATION
Reson Acquisition Corporation, a Delaware Corporation was
formed in October 3, 1996. The Company has acquired an
interest in Irtys Oil, Inc. a company formed to identify
untapped petroleum reserves. Irtys Oil has acquired certain
joint venture interests for oil and gas exploration in
Kazakhstan. The company has acquired 67,500 common shares at $
2.00 per share.
Item 2.
MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
OVERVIEW
SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS
This report contains certain "forward-looking statements" as defined under
Section 21E of the Securities Exchange Act of 1934. The Company desires to take
advantage of the "safe harbor" provisions of Section 21E and is including this
statement for the express purpose of availing itself of the protection of the
safe harbor with respect to all such forward-looking statements. These
forward-looking statements, which are included in Management's Discussion and
Analysis, describe future plans or strategies and may include the Company's
expectations of future financial results. The words "believe", "expect",
"anticipate", "estimate", "project", and similar expressions identify
forward-looking statements. The Company's ability to predict results or the
effect of future plans or strategies or qualitative or quantitative changes
based on market risk exposure is inherently uncertain. Factors which could
effect actual results include but are not limited to i) change in general market
interest rates, ii) general economic conditions, both in the United States
generally and in the Company's market area, iii) legislative/regulatory changes,
iv) monetary and fiscal policies of the U.S. Treasury and the Federal Reserve,
v) changes in the quality or composition of the Company's loan and investment
portfolios, vi) demand for loan products, vii) deposit flows, viii) competition,
and ix) demand for financial services in the Company's markets. These factors
should be considered in evaluating the forward-looking statements, and undue
reliance should not be placed on such statements.
RESULTS OF OPERATIONS
Six Months Ended June 30, 2000.
During the first six months of 2000, the Company's business activities involved
the search for investment opportunities in diverse industries. The company also
explored a variety of financing alternatives.
On February 24, 2000 the Company entered into a letter of intent to acquire SMC
Soundmusic.com Inc.(SMC) This letter of intent is subject to certain terms and
conditions, including, but not limited to:
a) The execution of a formal share exchange agreement within 10 days
(this 10 day limit was extended indefinitely by all parties in order to obtain a
valuation of SMC)
b) To the issuance of an unknown amount of shares of the Company to the
current owners of SMC and to a finder;
c) The payment of $200,000 to SMC; and
d) The appointment of a majority of directors of the Company by SMC.
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INTERNET MULTI-MEDIA CORPORATION
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SMC is an online music and advertising company in the development stage,
specializing in the promotion and distribution of music using music compression
technology, including MP3. SMC is currently in discussions with several artists
to be represented on the site on a non-exclusive basis. The site can be found on
the internet at www.soundmusic.com. SMC is newly organized and has not achieved
a profitable level of operations.
The company has advanced a loan of $55,000 to SMC in anticipation of completing
the acquisition. Since this acquisition will not be completed and the company is
not able to recover the loan, this amount has been written off the books as a
bad debt.
Authorization for Debt Forgiveness has been provided by past president and
director, Sandy Winick to remove US$82,481.00 from the accounting records as a
debt previously occurred in relation to Naturally Niagara. This amount
represents a non-collectable debt and therefore was removed for accounting
purposes.
The Company has experienced losses of $6,805,695 through June 30, 2000 and has
no working capital. In light of this circumstance, the ability of the Company to
continue as a going concern is substantially in doubt. Management plans are to
seek enough working capital to continue the existence of the Company and to seek
a business combination with a viable business entity that can provide business
operations and working capital. Management believes their plans will provide the
corporation with the ability to continue in existence.
The financials include a stock dilution calculation that includes the Directors
options in the amount of 850,000 shares and the Consulting Services Agreement in
the amount of 3,253,000 shares. This calculation was made as at August 1, 2000.
The financials do not reflect the additional 750,000 shares to be issued to 21st
Equity or the 38,000,000 shares issued in the acquisition of Oasis
Technology.srl. The company has not yet received audited financial information
with respect to Oasis Technology.srl and does not anticipate receiving this
information until September of 2000. These numbers will be furnished when
received and stock dilution will be recalculated.
The company's issuance of shares pursuant to the 2000 Consulting Services
Agreement has had a severe impact on our calculations of Net Loss. On June 26,
2000 registrant Board of Directors adopted registrant 2000 Consulting Services
Plan (the "Consulting Plan") in order to advance the interests of the
Corporation by rewarding, encouraging and enabling the acquisition of larger
personal proprietary interests in the Corporation by employees, directors and
former directors of, and consultant to, the Corporation, and its Subsidiaries
who have: 1) served without salaries; 2) advanced funds to the Corporation; 3)
incurred significant unreimbursed expenses on behalf of the Corporation; and 4)
assisted the Corporation and its' attorneys and accountants in dealing with
shareholder inquiries and with the preparation and filing of corporate documents
and assisted the company in its acquisition of Oasis Technology.srl. The
Consulting Plan awarded an aggregate of 3,253,000 shares of the registrant's
$.001 par value common stock, valued at $.13 per share. An additional 750,000
shares will be issued to 21st Equity, LLC for consulting work.
<PAGE> 14
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INTERNET MULTI-MEDIA CORPORATION
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PART II OTHER INFORMATION
Item 1 LEGAL PROCEEDINGS
Management is not aware of any legal proceedings against the company.
Item 2 CHANGES IN SECURITIES AND USE OF PROCEEDS
On June 26, 2000 registrants Board of Directors adopted a stock option plan
entitled: 2000 Stock Option Plan (the "Option Plan") The Option Plan authorized
the immediate granting of options to purchase up to 850,000 shares of the
registrant's $.001 par value common stock, at an exercise price of $.18 per
share, to the registrant's directors. The options are non-revocable by the
registrant for three years; are non-transferable except by written permission of
the Board of Directors; and may be exercised at any time on or before June 25,
2010. The Option Plan was included as Exhibit (99)(a) to a Form 8-K.
Also on June 26, 2000, registrant's Board of Directors adopted registrant's 2000
Consulting Services Plan (the "Consulting Plan") in order to advance the
interests of the Corporation by rewarding, encouraging and enabling the
acquisition of larger personal proprietary interests in the Corporation by
employees, directors and former directors of, and consultant to, the
Corporation, and its Subsidiaries who have: 1) served without salaries; 2)
advanced funds to the Corporation; 3) incurred significant unreimbursed expenses
on behalf of the Corporation; and 4) assisted the Corporation and its' attorneys
and accountants in dealing with shareholder inquiries and with the preparation
and filing of corporate documents. The Consulting Plan awarded an aggregate of
3,253,000 shares of the registrant's $.001 par value common stock, valued at
$.13 per share to certain persons. Several employees and principals of 21st
Equity Partners, LLP received, or are to receive, a total of 500,000 shares
pursuant to this plan. In addition, the plan shall be amended in the near future
to permit an additional 750,000 shares to be issued to principals and employees
of 21st Equity. 21st Equity, LLP was instrumental in bringing about the
acquisition of Oasis technologies.srl by registrant.
The Consulting Plan was included as an Exhibit to a Form 8-K
Due to the implementation of the Consulting Plan, the exercise of options, and
the issuance of 38,000,000 shares to acquire Oasis Technology.srl, the
registrant, as of August 14, 2000 currently has 69,443,000 shares of its $.001
par value common shares outstanding, including options to purchase 850,000
shares.
On or about August 2, 2000 registrant issued 38,000,000 shares of its common
stock to Stefano Zorzi in an exchange (stock swap) for all of the assets of
Oasis Technology.srl ("Oasis"), an Italian Corporation located in Verona, Italy.
The acquisition was through a stock swap and
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INTERNET MULTI-MEDIA CORPORATION
--------------------------------------------------------------------------------
Oasis is now a wholly owned subsidiary of registrant. The registrant exchanged a
total of 38,000,000 shares of its common stock for 100% of Oasis. A final
version of this agreement was included in a Form 8-K filed on August 7, 2000.
Additional information, when obtained, will be provided in a subsequent Form
8-K.
This acquisition makes Mr. Zorzi the majority shareholder in registrant. Mr.
Zorzi owns approximately 55.31% of the outstanding common shares of registrant.
The issuance of the 38,000,000 shares to Mr. Zorzi was made pursuant to the
exemption from registration contained in Section 4(2) of the Securities Act of
1933. Further reliance is claimed pursuant to Regulation S, since Stefano Zorzi
is a citizen of Italy.
Registrant is in the process of issuing an additional total of 750,000 shares to
21st Equity Partners, LLC for work performed by that company in connection with
the acquisition of Oasis. These shares will be registered with the SEC on a Form
S-8.
Item 3 DEFAULTS UPON SENIOR SECURITIES
Not applicable
Item 4 SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
No matters were submitted for a vote of shareholders during the period covered
by this report.
Item 5 OTHER INFORMATION
The Board of Directors of registrant, with the exception of Mr. Reno J.
Calabrigo resigned on August 8, 2000. Mr. Calabrigo shall continue as a director
of registrant. In addition, Ms. Cornelia Patterson shall continue in her duties
as Corporate Secretary to registrant.
Mr. Tom Knowles has been appointed as the Chief Executive Officer and a director
of registrant. In addition, Mr.Stefano Zorzi, the majority shareholder of
registrant, has been appointed a director of registrant.
Item 6 EXHIBITS AND REPORT ON FORM 8-K
(a) Exhibits
NUMBER DESCRIPTION
27 Financial Data Schedule
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INTERNET MULTI-MEDIA CORPORATION
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(b) Reports on Form 8-K
On February 29, 2000 the Company filed a Form 8-K to report it's letter of
intent to acquire SMC Soundmusic.com Inc. On March 10, 2000 the Company filed an
amended Form 8-KA indefinitely extending the acquisition date of SMC
Soundmusic.com Inc. The company has determined not to go through with this
acquisition.
On July 6, 2000 the Company filed a Form 8-K to announce the resignation of a
director.
A Form 8-K dated July 13, 2000 announced the company's intention of being
acquired by AmEurotech in a reverse merger. Subsequent Forms 8-K Filed on August
4 and August 7, 2000 stated that the company would not be going through with
this merger.
A July 31, 2000 Form 8-K announced the adoption of the company's 2000 Stock
Option and 2000 Consulting Services Agreement.
On August 9, 2000 the Company filed a Form 8-K to announce its acquisition of
Oasis Technology,srl, Mr. Stefano Zorzi becoming the majority shareholder of the
company, the resignation's of all but one the company's directors and the award
of 750,000 shares to individual principals and employees of 21st Equity, LLP.
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934,the
Registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
INTERNET MULTI MEDIA CORPORATION.
Date: August 14, 2000 By: /s/ Tom Knowles
---------------------------------
Tom Knowles, Chief Executive
Officer
Date: August 14, 2000 By: /s/ Tom Knowles
---------------------------------
Tom Knowles, Chief Financial
Officer
