UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form S-8
REGISTRATION STATEMENT UNDER
THE SECURITIES ACT OF 1933
INTERNET MULTI-MEDIA CORP.
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(Exact name of Registrant as specified in its charter)
MILLENIA CORPORATION
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(Former name of Registrant)
Nevada 87-0431096
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(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
2533 North Carson Street, Suite 3358, Carson City, Nevada 89706
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(Address of Principal Executive Offices including zip code)
Compensation and Consulting Agreements
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(Full name of the plans)
L. Van Stillman, Esq.
Law Office of L. Van Stillman, P.A.
1177 George Bush Blvd., Suite 308
Delray Beach, Florida 33487
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(Name and address of agent for service)
(561) 330-9903
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(Telephone number, including area code,
of agent for service)
Approximate Date of Commencement of Proposed Sales under the Plan:
As soon as practicable after this Registration
Statement becomes effective
Total Number of Pages: 19
Exhibit Index begins on sequentially numbered page: 8
<PAGE>
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
Title of Proposed Proposed
Securities Maximum Amount Maximum Amount of
to be to be Offering Aggregate Registration
Registered Registered Price per Share Offering Price Fee
<S> <C> <C> <C> <C>
$.001 par 3,550,000 $0.29 [1] $1,029,500 $286.20
</TABLE>
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[1] Pursuant to Rule 457(h), the maximum aggregate offering price
(estimated solely for the purpose of calculating the registration
fee based upon the average of the bid and asked price of the
Registrant's Common Stock as of September 26, 2000) : 3,550,00
shares with a value of $0.29.
<PAGE> 2
PART I
INFORMATION REQUIRED BY THE REGISTRATION STATEMENT
Item 1. Plan Information.
Internet Multi-Media Corp. has previously entered into agreements
with third party consultants, officers, directors and attorneys for
the issuance of our common stock in exchange for services these
individuals provided. In consideration for increasing the scope of
the continuing services rendered and to be rendered to the Company
until such time as we generate sufficient cash flow from operations,
and in order to compensate our consultants, officers, directors and
attorneys, we prepared this Form S-8 registration statement to provide
for the issuance of shares, as described below.
We have agreed to issue three million five hundred fifty thousand
shares (3,550,000) for continued corporate consulting and legal
services to us as well as for the payment of compensation to certain
officers and directors.
Item 2. Registrant Information and Employee Plan Annual Information.
We shall provide consultants, officers, directors and attorneys,
without charge upon their written or oral request the documents
incorporated by reference herein in Item 3 of Part II of this
Registration Statement. We shall also provide the consultants and
attorneys, without charge, upon their written or oral request, with
all other documents required to be delivered to them pursuant to Rule
428(b) under the Act. Any and all such requests shall be directed to
us at our place of business as reflected in this Registration
Statement.
PART II
INFORMATION REQUIRED IN REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
The following documents are incorporated by reference into this
Registration Statement and made a part hereof:
(A) Registrant's Form 10-SB as filed with SEC on February 2, 2000.
(B) Registrant's Form 10-KSB filed for the year ended December
31, 1999 as well as the Registrant's latest quarterly reports of
Form 10-QSB for the quarters ended March 31, 2000 and June 30, 2000.
(C) Registrant's Current Reports on Form 8-K dated July 6, July 13,
2000 and August 9, 2000.
<PAGE> 3
(D) All other reports which may be filed by the Registrant
pursuant to Section 13(a), 13(c), 14 or 15(d) of the Exchange Act
since the end of the fiscal year covered by Registrant's Form 10-KSB
for the year ended December 31, 1999, prior to the filing of a post
effective amendment to this Registration Statement which indicates
that all securities offered have been sold or which deregisters all
securities then remaining unsold.
(E) Any statement contained in a document incorporated or deemed
to be incorporated by reference herein shall be deemed to be modified
or superseded for purposes of this Registration Statement to the extent
that a statement contained herein or in any other subsequently filed
document which also is or is deemed to be incorporated by reference
herein modifies or supersedes such statement. Any statement so modified
or superseded shall not be deemed, except as so modified or superseded,
to constitute a part of this Registration Statement.
Item 4. Description of Securities.
We are registering up to 3,550,000 shares of our common stock,
par value of $0.001 per share. Each holder of our common stock is
entitled to one vote per share of common stock standing in such
holder's name on our records on each matter submitted to a vote of our
stockholders, except as otherwise required by law. Holders of our
common stock do not have cumulative voting rights so that the holders
of more than 50% of the combined shares of our common stock voting for
the election of directors may elect all of the directors if they
choose to do so and, in that event, the holders of the remaining
shares of our common stock will not be able to elect any members to
our board of directors. Holders of our common stock are entitled to
equal dividends and distributions, per share, when, as and if declared
by our board of directors from funds legally available. Holders of our
common stock do not have pre-emptive rights to subscribe for any of
our securities nor are any shares of our common stock redeemable or
convertible into any of our other securities. If we liquidate,
dissolve or wind up our business or affairs, our assets will be
divided up pro-rata on a share-for-share basis among the holders of
our common stock after creditors and preferred shareholders, if any,
are paid.
Item 5. Interests of Named Experts and Counsel.
None.
Item 6. Indemnification of Officers and Directors.
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
<PAGE> 4
the event of a breach of a director's duty of care.
The Company's Articles require the Company to indemnify each
director and officer of the Company and his or her respective heirs,
administrators, and executors against all liabilities and expenses
reasonably incurred in connection with any action, suit, or proceeding
to which he or she may be made a party by reason of the fact that he
or she is or was a director or officer of the Company, to the full
extent permitted by the laws of the state of Nevada now existing or as
such laws may hereafter be amended. The expenses of officers and
directors incurred in defending a civil or criminal action, suit, or
proceeding shall be paid by the Company as they are incurred and in
advance of the final disposition of the action, suit, or proceeding,
upon receipt of an undertaking by or on behalf of the director or
officer to repay the amount if it is ultimately determined by a court
of competent jurisdiction that he or she is not entitled to be
indemnified by the Company.
The Company may, at the discretion of the board of directors,
indemnify any person who is or was a party or is threatened to be made
party to any threatened, pending, or completed action or suit by or in
the right of the Company to procure a judgment in its favor by reason
of the fact that he or she is or was a director, officer, employee, or
agent of the Company, or is or was serving at the request of the Company
as a director, officer, employee, or agent of another company, partnership,
joint venture, trust or other enterprise, against expenses, including
attorney's fees, actually and reasonably incurred by him or her in
connection with the defense or settlement of the action or suit, if he or
she acted in good faith and in a manner he or she reasonably believed
to be in or not opposed to the best interest of the Company, except
that no indemnification shall be made in respect of any claim, issue, or
matter as to which such a person shall have been adjudged to be liable to
the Company, unless and only to the extent that the court in which the
action or suit was brought shall determine on the application that despite
the adjudication of liability but in the view of all circumstances of the
case, the person is fairly and reasonably entitled to indemnity for such
expenses as to the court deems proper.
The Company's Bylaws permit the Company to purchase and maintain
insurance on behalf of any Director, Officer, Agent or employee whether or
not the Company would have the power to indemnify such person against the
liability insured against.
Item 7. Exemption from Registration Claimed.
Not Applicable
Item 8. Exhibits:
Pursuant to Item 601 of Rule S-K, the following Exhibits are
annexed:
<PAGE> 5
Exhibit I. See Exhibits in Exhibit Index following the
Signature Page.
Item 9. Undertakings:
We hereby undertake:
(a) To include any material information with respect to the
plan of distribution not previously disclosed in the Registration
Statement or any material change to such information in the Registration
Statement.
(b) To file, during any period in which offers or sales are being
made, a post-effective amendment to this Registration Statement.
(c) That for the purpose of determining any liability under the
Securities Act of 1933, as amended, each such post-effective amendment
shall be deemed to be a new Registration Statement relating to the
securities offered therein, and the offering of such securities at that
time shall be deemed to be the initial bona fide offering thereof.
(d) We hereby undertake that, for the purposes of determining any
liability under the Securities Act of 1933, as amended, each filing of
our Annual Report pursuant to Section 13(a) or Section 15(d) of the
Securities Exchange Act of 1934 (and, where applicable, each filing of
an employee benefit plan's annual report pursuant to Section 15(d) of
the Securities Exchange Act of 1934) that is incorporated by reference
in the Registration Statement shall be deemed to be a new Registration
Statement relating to the securities offered therein, and the offering
of such securities at that time shall be deemed to be the initial bona
fide offering thereof.
(e) Insofar as indemnification for liabilities arising under the
Securities Act Of 1933, as amended, may be permitted to directors,
officers, and controlling persons of IRT Industries, Inc. pursuant to
the foregoing provisions, or otherwise, the we have been advised that
in the opinion of the Securities and Exchange Commission such
indemnification is against public policy as expressed in the Act and
is, therefore, unenforceable. In the event that a claim against such
liabilities (other than payment by us of expenses paid or incurred by
a director, officer or controlling person of us in the successful
defense of any action, suit or proceeding) is asserted by such director,
officer or controlling person in connection with the securities being
registered, we will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of
appropriate jurisdiction the question whether such indemnification by
it is against public policy as expressed in the Act and will be governed
by the final adjudication of such issue.
<PAGE> 6
SIGNATURE PAGE
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Pursuant to the requirements of the Securities Act of 1933, as
amended, we certify that we have reasonable grounds to believe that we
meet all of the requirements for filing on Form S-8 and have duly
caused this Registration Statement to be signed on our behalf by the
undersigned, thereunto duly authorized, in the City of Charlotte, the
state of North Carolina, on the 26th day of September, 2000.
INTERNET MULTI-MEDIA CORP.
/s/Tom Knowles
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By: Tom Knowles
Title: President, Chief Executive
Officer and Director
Pursuant to the requirements of the Securities Act of 1933, as
amended, the Registration Statements has been signed by the following
persons in the capacities and on the date indicated.
Dated: Charlotte, North Carolina
September 26th, 2000
INTERNET MULTI-MEDIA CORP.
/s/Tom Knowles
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By: Tom Knowles
Title: President, Chief Executive
Officer and Director
<PAGE> 7
EXHIBIT INDEX
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EXHIBIT NUMBER ITEM
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5.1 Opinion regarding legality by Law Office of
L. Van Stillman, PA
23.1 Letter on audit report (consent of independent
auditors) from Marvin N. Winick, B. SC.,
Chartered Accountant
99.1 Consultant Agreement between the Company and
Dr. Guido Longo
<PAGE> 8
