<PAGE> 1
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934
Date of report (Date of earliest event reported) February 23, 2000
INTERNET MULTI-MEDIA CORPORATION
--------------------------------
(Exact name of registrant as specified in its charter)
NEVADA 0-29292 97-0431096
------ ------- ----------
(State or other jurisdiction (Commission File Number) (IRS Employer
of incorporation) Identification No.)
2533 NORTH CARSON STREET, SUITE 3358, CARSON CITY, NEVADA 89706
---------------------------------------------------------------
(Address of principal executive offices)
Registrant's telephone number, including area code (702) 841-4779
-----------------
ITEM 1. CHANGES IN CONTROL OF REGISTRANT.
The registrant issued the press release included as Exhibit (99)(a) to
this Form 8-K on February 24, 2000. As stated in the attached press release, SMC
Soundmusic.com Corporation has appointed Cornelia E. Patterson, Michael B.
Doodson and Kelly Kampen to the registrant's board of directors. This means that
three out of four of registrant's directors were appointed by SMC Soundmusic.com
Corporation and these three persons, by constituting a majority of the
registrant's board of directors, have the ability to control registrant and
direct its policies.
ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS.
The registrant entered into a Letter of Agreement with SMC
Soundmusic.com Corporation ("SMC") on February 23, 2000. The Letter of Intent is
included as Exhibit (99)(b) to this Form 8-K.
ITEM 6. RESIGNATIONS OF REGISTRANT'S DIRECTORS.
On February 23, 2000, Janet Winkler, registrant's president and a
director, resigned from all positions with registrant. Ms. Winkler's resignation
was for the purpose of allowing her to pursue other business opportunities and
was not because of a disagreement with registrant on any matter related to
registrant's operations, policies or practices.
<PAGE> 2
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS
FINANCIAL STATEMENTS:
Financial statements of SMC Soundmusic.com Corporation ("SMC") will be
included in an amendment to this Form 8-K.
EXHIBITS:
The following exhibits are filed with this Form 8-K:
<TABLE>
<CAPTION>
EXHIBIT NUMBER DESCRIPTION OF EXHIBIT
<S> <C>
99(a) Press release of registrant dated February 24, 2000
99(b) Letter of Agreement dated February 23, 2000 between
registrant and SMC
</TABLE>
SIGNATURES
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 By:
--------------------------- --------------------------------
MICHAEL D. WALDKIRCH, PRESIDENT
AND DIRECTOR
<PAGE> 1
EXHIBIT 99(A)
INTERNET MULTIMEDIA CORPORATION
Friday February 25, 2000 OTC BB-IIMC
INTERNET MULTIMEDIA CORPORATION ENTERS INTO LETTER OF INTENT TO ACQUIRE SMC
SOUNDMUSIC.COM CORPORATION. APPOINTS PRESIDENT OF SOUNDMUSIC.COM TO BOARD OF
DIRECTORS.
Internet Multimedia Corporation ("IIMC") is pleased to report that it has
entered into a letter of intent to acquire SMC soundmusic.com Corporation
("soundmusic.com"). The 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. b) the issuance of an unknown amount of
shares of IIMC to the current owners of soundmusic.com and to a finder. c) the
payment of $200,000 US dollars to soundmusic.com, d) the appointment of a
majority of directors of IIMC by soundmusic.com.
soundmusic.com is an online music/advertising company specializing in the
promotion and distribution of quality music using the latest in audio
compression technology, the most widely known of these technologies being MP3;
as well as a targeted advertising arm for market penetration on the worldwide
web. Artists appearing on the site will represent very attractive market growth
potential by including both rising stars and those established with a worldwide
audience. The company is currently in discussions with several high profile
artists to be represented on the site on a non-exclusive basis. This
non-exclusivity allows artists a fearless entry into soundmusic's catalog of
products and services. The company also has access to the international market
for worldwide music distribution by way of licensing alliances into several
countries. soundmusic.com will offer artists access to these alliances for a
percentage of the ongoing licensing revenue on any given product. soundmusic.com
also provides several other value-added services to both the artist and the
subscriber. The web site's launch date is scheduled for March 2000, in the
interim a sample site can be found at www.soundmusic.com.
During the initial stages, revenue will be generated primarily through
advertising and e-commerce CD sales with first year website visits estimated at
over 5 million and a growing subscriber base. World wide Web advertising is
expected to increase 685% from $2.8 billion in 1999 to $22 billion in 2004
(Forrester Research). Online music sales predictions by Jupiter Communications
predicts increases of 1600% from $152 million in 1998 to $2 billion 562 million
in 2003, which still only represents 14% of the available US market (Source:
RIAA)
IIMC further announces the resignation of Janet Winkler as President and the
appointment of Michael Waldkirch, a current director, as President. IIMC also
announces three additions to the Board; Cornelia E. Patterson, Michael B.
Doodson and Kelly Kampen. Ms. Patterson brings extensive experience in corporate
management and international relations to assist the Company in its development
and further outreach. Mr. Doodson brings 20 years of media experience including
senior management, sales, marketing, broadcast, print and advertising. Mr.
Doodson is President of soundmusic.com. Kelly Kampen began his computer career
at the age of 15 and at his current age of 25 has already been involved with
several successful projects. They include being part of the Windows 95 launch
support team with Keane Consulting; supervising over 100 computer technicians at
Boeing Aerospace; and founding two private Internet companies - OpenMatrix Inc.
and Interclick. These two companies were designed to collect demographic data
from subscribers and allow strategic advertising on the Internet. OpenMatrix and
Interclick at one time were collecting data from over 5,000 sites on the net and
receiving 28,000,000 hits per day; 18,000,000 of which were unique. Mr. Kampen's
experience and knowledge in Internet development and technology will assist the
company to reach its corporate potential.
IIMC is currently in discussions with several other privately held Internet or
Internet related companies with a view towards acquisition or potential funding.
Areas of concentration could include small
<PAGE> 2
successful enterprises on a regional basis requiring additional capital for
marketing and national roll out to expand potential client and subscriber base.
Internet Multi Media Corporation trades under the new symbol IIMC on the Nasdaq
Bulletin Board. The new CUSIP number is 46060K 10 5
Pursuant to the requirements of Rule 144, resales of the securities of Internet
Multi Media Corporation (IIMC) may not be made pursuant to Rule 144 until May
10, 2000. This does not effect resales of the securities of IIMC that are not
made pursuant to Rule 144 or that are made pursuant to 144(k)
Signed on behalf of the Board,
For further information, contact:
Michael Waldkirch, Internet Multimedia Corporation at telephone 604-729-0357
Michael B. Doodson, SMC Soundmusic.com Corporation at telephone 604-871-4343
<PAGE> 1
EXHIBIT 99(B)
INTERNET MULTIMEDIA CORPORATION
2533 NORTH CARSON STREET
SUITE 3388
CARSON CITY NEVADA USA 89786
February 23, 2000
SMC Soundmusic.com Corporation
601 West Broadway
Suite 400 Vancouver, B.C.
V5Z 4C2
Dear Sirs:
Re: Acquisition
Letter of Agreement
We provide this letter (the "Letter of Agreement") to confirm our agreement to
enter into a formal share exchange agreement (the "Exchange Agreement") within
10 days of the date of this Letter of Agreement which will provide the terms
pursuant to which Internet Multimedia Corporation ("IIMC") will acquire all of
the issued shares of SMC Soundmusic.com Corporation ("SMC"), a non-reporting
British Columbia corporation. SMC is an online music/advertising company
specializing in the promotion and distribution of quality music using state of
the art audio compression technology, the most widely known being MP3; as well a
targeted advertising arm for market protection penetration of the world wide web
(the "Property").
This Letter of Agreement is intended to constitute an agreement; which will be
legally binding upon the parties, pending the execution of a more formal
agreement incorporating in greater detail; these terms and conditions, and
including, in addition, such further representations and warranties as are
customary in agreement of that nature, as well as such other terms and
conditions as counsel for the parties may determine are necessary or advisable
to ensure that the Exchange Agreement reflects our mutual intentions.
1. This Letter of Agreement and our agreement to enter into the
Exchange Agreement is based upon the following representations
and warranties made by SMC:
a) The property is legally and beneficially owned by SMC
and an independent valuation will be provided by SMC
regarding the valuation of the Property;
<PAGE> 2
b) SMC is in good standing in accordance with all
applicable laws and regulations, and all taxes,
charges and assessment of any kind whatsoever
required to keep the Property in good standing have
been paid or filed, as the case may be;
c) SMC has good and sufficient right and authority to
enter into this Letter of Agreement on its own behalf
and to carry out its obligations hereunder;
d) As consideration for the acquisition, the
shareholders of SMC will receive such number of
shares of IIMC as determined by the valuation of the
Property, which shares will be subject to the
provisions of Section 4 (1) of the Securities Act of
1933 and rule 144 promulgated thereunder.
e) As further consideration, SMC will receive US$
200,000 which will be used as working capital for the
further development and exploitation of the Property;
f) Cornelia E. Patterson, Michael B. Doodson and Kelly
Kampen will be elected to the Board of Directors of
IIMC;
g) IIMC will bear the cost arising in connection with
the preparation of the said agreement and obtaining
of applicable regulatory approvals, if any.
2. The parties further agree that:
a) Any notice, demand, payment or other communication
(collectively the "Correspondence") to be given
hereunder will be in writing and will be delivered to
the address or fax number of the party appearing
herein;
b) They will do all such things and execute all such
written material as may be required to carry out the
full intent and meaning of this Letter of Agreement;
c) This Letter of Agreement will accrue to the benefit
of and be binding upon the parties hereto and their
respective heirs, executors, administrators,
successors and permitted assigns.
The parties have agreed to the issuance of such number of share of IIMC that
equals 5% of the total number of shares of IIMC issued for the valuations of the
Property as consideration to S. Kassam for the successful negotiation and
conclusion of the acquisition.
The parties covenant and agree with each other that if one party is referenced
in a news release or other public disclosure of the other party, that other
party will give the party referenced written notice of the proposed disclosure
and will not publish such disclosure without the referenced party written
consent, such consent to not be unreasonably withheld.
<PAGE> 3
Please sign and return to us a copy of this Letter of Agreement to indicate your
agreement to the terms set forth within.
Yours truly,
INTERNET MULTIMEDIA CORPORATION
Per:
- - - - --------------------------
Authorized Signatory
AGREED UPON, UNDERSTOOD AND ACCEPTED:
SMC SOUNDMUSIC.COM CORPORATION
Per:
- - - - --------------------------
Authorized Signatory
- - - - --------------------------
Authorized Signatory
- - - - --------------------------
Authorized Signatory
