31-Dec-99 30-Sep-00
(Audited) (Unaudited)
------------ -------------
ASSETS
CURRENT ASSETS
cash and cash equivalents $ 890 $ 18,538.77
Account receivable $ - $ 236,498.13
Trade accounts receivable, net $ - $ 397,827.60
Receivable, other
Inventories, net $ 1,795,973.05
Prepaid expenses and other $ 10,094.64
Deferred tax assets -- current $ -
------------ ---------------
TOTAL CURRENT ASSET $ 890 $ 2,458,932.19
NON CURRENT ASSET
Property and equipment, net $ 552,666.77
Goodwill, net $ 2,069,197.04
Non-compete agreement $ -
Other assets $ 172,991.00
Investment $ 1.00
------------ ---------------
TOTAL NON CURRENT ASSET $ 1 $ 2,794,854.81
------------ ---------------
TOTAL ASSET $ 891 $ 5,253,787.00
============ ===============
INTERNET MULTI-MEDIA CORPORATION
BALANCE SHEETS
31-Dec-99 30-Sep-00
(Audited) (Unaudited)
------------ ----------------
LIABILITIES AND SHAREHOLDERS' EQUITY
CURRENT LIABILITIES
Account Payable $ 81,039 $ 436,564.92
Other payable $ - $ 144,755.37
Income taxes payable $ - $ 7,447.35
Advances $ - $ 10,198.17
Account payable - stockholder $ 1,442 $ -
------------ ---------------
Total Current Liabilities $ 82,481 $ 598,965.81
Deferred Income taxes payable $ - $ 147,491.85
------------ ---------------
TOTAL CURRENT LIABILITIES $ 82,481 $ 746,457.66
------------ ---------------
SHAREHOLDERS' EQUITY
Preferred stock, $.001 par value,
10,000,000 shares authorized, Common
Stock, $.001 par value 100,000,000
shares authorized, 71,394,494 shares
issued (24,380,400 - December 31, 1998) $ 19,210 $ 65,222.25
Capital in excess of par value $ 6,803,185 $ 6,849,197.25
Paid In Capital $ 3,155,400.00
Reserve for capital payment $ 229,785.56
Discount on common stock $ (98,290) $ (98,290.00)
------------ ---------------
$ 6,724,105 $ 10,201,315.06
DEFICIT $ (6,805,695) $ (5,693,985.72)
------------ ---------------
TOTAL SHAREHOLDER'S EQUITY $ (81,590) $ 4,507,329.34
------------ ---------------
TOTAL LIABILTIES AND
SHAREHOLDERS' EQUITY $ 891 $ 5,253,787.00
------------ ---------------
Revenue
Manufacturing $ - $ 159,213.24
Extraordinary Income $ - $ 1,474,132.19
------------ ---------------
Total revenue $ - $ 1,633,345.43
------------ ---------------
Cost of Good sold
Manufacturing $ - $ 123,180.62
Other $ - $ -
------------ ---------------
Total cost of good sold $ - $ 123,180.62
------------ ---------------
Gross profit
Manufacturing $ - $ 36,032.62
From extraordinary income $ - $ 1,474,132.19
Total gross profit $ - $ 1,510,164.81
Selling, general and administrative
expenses $ - $ 224,248.38
research and development cost $ - $ 174,207.14
Interest expenses, net $ -
Unusual Items
Write-off of deferred development
costs $ -
Write down of investments $ (309,173)
Reduction in account payable $ 15,000
Write-off of goodwill $ -
------------ ---------------
Total operating expenses and
unusual items $ (294,173) $ 398,455.52
------------ ---------------
Net income (loss) before income taxes
benefit (expense) $ (294,173) $ 1,111,709.29
============ ===============
Net income (loss) $ (294,173) $ 1,111,709.29
============ ===============
Earning (loss) per common share
- basic $ (0.01) $ 0.02
============ ===============
Earning (loss) per common share
- diluted $ (0.01) $ 0.01
============ ===============
Weighted avergae niumber of common
shares outstanding - basic 25,382,247 71,394,494
============ ===============
Weighted average number of common
shares outstanding - diluted 25,382,247 74,394,494
============ ===============
INTERNET MULTI-MEDIA CORPORATION
NOTES TO CONDENSED FINANCIAL STATEMENTS
NINE MONTH PERIODS ENDED SEPTEMBER 30, 2000 AND DECEMBER 31, 1999
(UNAUDITED)
1.2. NOTES TO FINANCIAL INFORMATION
In the opinion of the management, such financial statements reflect all
adjustments (which include only normal recurring adjustments) necessary for the
fair presentation of the financial position, results of operations and cash
flows of the Company for the interim period presented. The Financial Statements
presented for the interim period ended September 30, 2000 is composed of
Balance Sheet (Asset and Liabilities), Profit and Loss,Cash Flows and the
notes hereby attached. The policy adopted allows to present a clear, correct
and truthful financial information of the Company. The consolidated financial
information which includes the subsidiary financial information are based on
the official closing exchange rate 1 Euro=0.8765 USD as per Friday
September 29, 2000
During the first nine months of 2000, the Company's business activities
involved the search for investment opportunities in diverse industries. The
company also explored a variety of financing alternatives. On February 24, 2000
the Company entered into a letter of intent to acquire SMC Soundmusic.com Inc.
(SMC) This letter of intent is subject to certain terms and conditions,
including, but not limited to:
a) The execution of a formal share exchange agreement within
10 days (this 10 day limit was extended indefinitely by all parties in order
to obtain a valuation of SMC)
b) To the issuance of an unknown amount of shares of the Company to
the current owners of SMC and to a finder;
c) The payment of $200,000 to SMC; and
d) The appointment of a majority of directors of the Company by SMC.
SMC is an online music and advertising company in the development stage,
specializing in the promotion and distribution of music using music
compression technology, including MP3. SMC is currently in discussions with
several artists to be represented on the site on a non-exclusive basis. 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. On August 8, 2000 the Company has acquired Oasis
Technology s.r.l. dba AmEurotech s.r.l. against the issuance of 38,000,000
shares. 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 consolidated financial information of the company includes the financial
information of the subsidiary Oasis Technology s.r.l. dba AmEurotech s.r.l..
The financial information of the subsidiary has been filed in Form 8-K on
October 10, 2000 . The acquisition made allows the Company to increase its
Current and Fixed Assets and to start to have Revenues. The Revenues
($1,633,345.43) presented are composed of $159,213.24 due to direct sales of
the product of the subsidiary for the interim period considered; and an
extraordinary Income, $1,474,132.19 due to the acquisition of the Bikappa
s.r.l. activities. The shareholders' equity, due to the acquisition of the
fully owned Subsidiary Oasis Technology s.r.l. dba AmEurotech s.r.l., is
increased to $ 4.507.329.34. The company reports a profit for the interim
period of $1,111,709,29. The number of shares outstanding as at September
30, 2000 is 71,394,494 and it provides a profit per outstanding share of 0.02
USD. The depraciation and the amortization has been calculated as 9/12 of the
total for the fiscal year. The Company management believes that the acquisition
of Oasis Technology s.r.l. dba AmEurotech s.r.l. will allow to increase the
revenues during the year 2000 and opening of the market in USA with a direct
distribution of its products will have the Company increasing its revenues and
its profit. To support the marketing and the investor community on November 3,
2000 has been started the web site www.ameurotechonline.com which shows the
products line and the activity of the Company and the subsidiary.
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.
1. MANAGEMENT DISCUSSION
The Financial Statements provided reflect the real situation of the Company as
per September 30, 2000. All the Financial Statements including revenues and
costs are reported as per standard policy .
The Company believes that the products developed and the acquisition made will
increase the revenues starting from the 4th Quarter of the current Fiscal Year.
The Company has already started to market the products within the US market.
The first shipments of the products within the USA market will be made during
the 4th Quarter year 2000. The forecast of the revenues will also increase due
to the Distributorship Contract signed on June 2000 with Megatronica s.a. for
over 2000 machines. Also the Assets acquired from Bikappa S.r.l. will allow to
increase the revenues. The cost of the services (general costs) will have
during the next period less influence than the first nine months ended due to
increase of the sales. The Inventory of the Company will allow to increase the
sales without increasing for the same percentage the purchase of the raw
materials. The Company is also planning to make new investments for the
equipment and machinery plant. The cash flow generated by the sales will
support such investments. The Company is also planning to employ further
engineers for its R&D department and therefore to keep the investments in this
department as the main investment for the future of the Company.
1.1. 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. 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. The
financial data of the Company reflects partially the activity of the fully
owned subsidiary Oasis Technology s.r.l. dba AmEurotech s.r.l. which was filed
in Form 8-K on October, 10 2000. Since the acquisition, the Company is
concentrating its efforts to establish an operative office in Charlotte, NC for
the distribution and marketing of the products designed, developed and
manufactured by the fully owned subsidiary Oasis Technology s.r.l. dba
AmEurotech s.r.l. On November 30, 2000, Internet Multimedia Corporation will
open its Charlotte office at 5970 Fairview, Suite 608 - Charlotte, NC 28210.
The Company is also hiring staff which consist of a Investor and Public
Relation Department, Sales and Administration Department, Techinical and
Customer Support Department, and staff. The Company, since the acquisition of
Oasis Technology s.r.l. dba AmEurotech s.r.l. also has employeed over 35 people
in the several departments of the subsidiary. Oasis Technology S.r.l. was
registered by American Holding Corporation on December 28, 1999 with a Paid in
Capital of 11,000.00 Euro and the registered address was in Italy - Milan,
Piazza Duomo 17 - and business address in Italy - Agrate Brianza (Milan). Oasis
Technology S.r.l. is a Limited Liability Corporation. The Company became fully
operative on January 4, 2000 when the VAT number was issued to the Company by
the V.A.T. Financial Administration. According to the By Laws of the
Corporation, Oasis Technology S.r.l. will close its first Fiscal Year on
December 31, 2000. The Company's subsidiary started its business purchasing
the Italian Stable Organization of the German Registered Company Oasis Europe
GmbH the 13th of January 2000. The Assets and the activities purchased are
referred to as the technology, employees, management, professional agreements,
market and clients, inventory and any other asset belonging to Oasis Europe
GmbH in Italy. The acquisition allowed Oasis Technology S.r.l. to have the
technology already developed by Oasis Europe GmbH and therefore to focus on
closing the Development Stage within the second Quarter of the Year 2000.
Once the Company finished the development stage and the sales started, during
the third quarter the total shares outstanding of the Company were purchased
by Internet Multimedia Corporation. Under the direction of Internet Multimedia
Corporation, on September 29, 2000, Oasis Technology S.r.l. applied for the
changing of the name into AmEurotech S.r.l., it has registered the Paid In
Capital from 11,000.00 Euro to 3,600,000.00 Euro and the balance as Reserve
for Paid in Capital. Oasis Technology S.r.l. dba AmEurotech S.r.l also acquired
the Total Assets of Bikappa S.r.l., a 20 year old steel and aluminum
manufacturing Company registered in Verona, (Italy),including all the
activities, equipment, employees, clients and market. On September 29, 2000
Oasis Technology S.r.l. dba AmEurotech S.rl. moved its registered office and
its business address in Italy - Viale Dell'Industria,1 - 37059 Zevio (Verona).
The Oasis Technology s.r.l. dba AmEurotech s.r.l. started on January 2000 with
only the CEO fully operative and on November 17, 2000 the company is composed
of 35 people. The departments are: R&D department, technical, support and
service department, manufacturing department, sales department, PR department,
Board of Directors. Oasis Technology s.r.l. dba AmEurotech s.r.l.since the 30th
of September 2000 is working under the direct control of a member of the Board
of Director of Internet Multimedia Corporation. The Company is located in Zevio
(Verona) and it has 3,500 square meter manufacturing facility and 400 square
meters office facility. The Company is organized as a pyramid. The sales force
is directed by the Company management.
1.2.2. CERTAIN COMMON TRANSACTION
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
un-issued 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 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 un-reimbursed
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.
The Consulting Plan was included as an Exhibit to a Form 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 69,443,747 shares of its $.001
par value common shares outstanding, including options to purchase 850,000
shares.
On September 19, 2000 the Company entered into a Consulting Agreement with Dr.
Guido Longo. The Consultant Agreement shall last 36 months and the compensation
is made by a one time retainer fee of 2,500,000 Form S-8 Stocks and the option
to participate with 2,000,000 option at a purchase price up to 0.20 USD in the
Company's "Employee Option Plan", to be adopted by the Board of Directors
The Consultant Agreement was included as an Exhibit to a Form S-8.
1.3. BUSINESS
The Business of the Company is focused on the developing, design, manufacturing
and sale multimedia kiosks for several application and to develop software
tools (WAP) for the telecommunication industry.
* WAP - Wireless Application Protocol - Similar to the WWW technology, the WAP
technology is a mixture between the TA (Telephony Application) and WWW. The
server WAP is on the hand a Proxy server that provides a gateway to the
Internet, by the other hand is a WTA (Wireless Telephony Application) a Gateway
to mobile devices terminal as for example a GSM Mobile Phone Network. Due to
the WTLS protocol layer (Wireless Transport Layer Security), the server permits
to run secure real-time applications as e-business and e-banking as well as
telephony application for new telephony services.
* AWP - Amusement with Prize - 3.0 RELEASE FOR PC BASED AWP MACHINES
The Company offers the market a complete product: software and cabinets. The
3.0 AWP Release of the software distributed under the logo OASIS, developed by
Oasis Technology S.r.l. dba AmEurotech is the most innovative and state of the
art software for AWP. The novelty is represented both by hardware and software.
The extremely flexible software has been developed on a Windows(R) NT 4.0
platform. Thanks to the software flexibility the operator can set his machines
according to his players requirements and expectations. A database contains all
the events occurred and gives the operator useful marketing information.
Detailed accounting is available for each game and for the single machine both
on video and printed. All the machines work on a PC platform where each
hardware component is selected carefully in order to give the highest
performance. The new technology is going to substitute, due to its flexibility
and cost effectiveness, the old traditional boards with high tech multi-games
AWP machines .The highest level quality of the components used and the
competitive price make this product the most successful and profitable in the
market. Over two years of research and development has been necessary to give
the market a high stable and reliable product. The Company has developed
multi-game machines with a choice among up to 30 3D games with real theme
music. Interaction with the player is through touch screen and buttons. Each
machine is provided with features for any peripheral and device. On line system
is available for data transmission and hardware monitoring. The Company has
committed itself to manufacturing the most stable and reliable product on the
market today. New games installation is made by auto-run CD. Oasis Technology
S.r.l. dba AmEurotech S.r.l. provides its strong and attractive steel/timber
made cabinets for the Global market with a typical Italian design.
*- TATOO - STAR GAZER - The Model Tatoo - "Star Gazer" is a brand new skill-
game provided on a top bar machine whose electronic board and game software
have also been engineered and developed by the Company. Several wins
combinations are available along with an extra bonus and a Mister JP.
Interaction between the game and the player is given by the front serigraphy,
the sounds and the flushing led. The small new machine features new flexibility
in the AWP industry. Also this machine is equipped with a sophisticated
protection system against manipulations.
* AMUSEMENT Noa(R) 3D games are provided on stable and attractive machines
working with a PC on Windows 98(R), Windows 2000(R) and also Linux(R). The 3D
engine Noa(R) property of the Company is used to give special movement effects
to original amusement games . The Company provides a range of about 50 games
among strategy, ability, memory, cards solitaires. Each game has its original
music themes. Interaction is given by Touch screen and a Joy Pad which allows
the player to move around a 3D space.All new Noa(R) games are available on
auto- installing CD.
* GAMBLING - MACHINES ON A PC BASIS The Company is developing casino games
using the 3D NOA(R) engine on Windows 98(R) and Windows 2000(R) and Linux(R)
in order to give the market stability and reliability along with a excellent
graphic interaction. This new product will be ready about Q1 2001. At today
stage it has already been developed and tested at the Bocconi University of
Milan (Italy) the algorithm to meet the requirements of the US gambling
Jurisdiction and it is at the integration stage. The machine will be a
multi-game machine and based on the experience made, the Company has already
got good responses from the market which is seeking new products. The Company
is also working on the data transmission protocol as per USA Gambling
Jurisdiction requirements. The cabinet can be provided with 18,1" STF LCD or
SVGA screens. Its machine has a voltage meter to check power supply constantly.
The cabinet can be equipped with any kind of device according to the market
requirements. The Company. will provide the on line system for data
transmission and hardware monitoring.
* CASINO ON-LINE The Company is also working on a project, Casino on line where
the novelty is represented by the new credit system for wins replacing in this
way any check shipment and the flexibility of the games together with the
interaction with the player. The wins payment system is protected with
encryption systems. Graphic is really attractive thanks to the NOA(R) 3D engine
used.
* MULTIMEDIA KIOSKS The Company also manufactures net- kiosks for advertising
and information and on-line application such as virtual shop. The Flexibility
of the Company permits to have kiosks customized and a 3D graphic application
which allows the user to create by himself, at low costs, an effective and
graphically attractive presentation of his company. Net-kiosks can be used
during exhibitions or events for promotion and marketing. Inside Stores, kiosks
can provide better information service on products, offers, promotions, stock.
Advertising on the spot through kiosks is for sure more successful. With on
line systems and the adequate peripherals (credit card readers, printers ect.)
kiosks can be used for e- commerce and internet surfing. A complete product
made of hardware and software can be provided by the Company for special
projects. Mc Laren Formula 1 Racing Team will use our products during the next
race season.
* VENDING - The Company manufactures customized kiosks for vending. With the
adequate peripherals and software the vending machines can be used for ticket,
telephone cards, hot drinks distribution. The Company is now engenering a new
hot drinks distributor which will be launched in the Italian and American
market in 2001.
1.4. MARKET
The Company, thorugh the acquisition of Oasis Technology s.r.l. dba AmEurotech
s.r.l., has the vision to become leader in the global market for its own
products. The market provides several competitors within the different fields
of application of the Company products. The capability of the Company consists
in having created flexible products and technology which allows Internet
Multimedia Corporation Group to be leader in the Global Market. Globally the
competitors are divided per application due to the fact that their technology
doesn't, generally speaking, provide flexibility. The Oasis Technology S.r.l.
dba AmEuroptech S.r.l. Kiosks, as per general definitions, can be used either
as with multimedia application, amusement, amusement with prize, gambling,
telephony and vending. The needs of the market in the several fields is growing
and it is changing due to the new technology. The Global Market is moving to
the wireless applications. The distribution of the mobile-cellular equipment
is increasing and the forecast of such products shows a grow in the 3 digits
in the next three years. The Company has already started to develop WAP
(Wireless Application Protocol) product applications.
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.
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 November 14, 2000 currently has 71,394,494 shares of its
$.001 par value common shares outstanding.
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 Oasis Technology s.r.l.
dba AmEurotech s.r.l. 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 Technology s.r.l. dba AmEurotech s.r.l.. A final version of this
agreement was included in a Form 8-K filed on August 7, 2000. The audited
financial information of the subsidiary Oasis Technology s.r..l. dba AmEurotech
s.r.l.were filed in the Form 8-K on October 10, 2000. 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.
On September 19, 2000 the Company entered into a Consulting Agreement with Dr.
Guido Longo. The Consultant Agreement shall last 36 months and the compensation
is made by a one time retainer fee of 2,500,000 Form S-8 Stocks and the option
to participate with 2,000,000 option at a purchase price up to 0.20 USD in the
Company's "Employee Option Plan", to be adopted by the Board of Directors. The
Consultant Agreement was included as an Exhibit to 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 Chief
Executive officer of the Company.
Mr. Tom Knowles has been appointed as President 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 & REPORTS ON FORM 8-K
a. Exhibits
27. Financial Data Schedule
b. Reports on Form 8-K
On February 29, 2000 the Company filed a Form 8-K to report it's letter of
intent 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.
On October 10, 2000 the Company filed a Form 8-K/A to provide the audited
financial information of Oasis Technology s.r.l. dba AmEurotech s.r.l., fully
owned subsidiary.
On October 17, 2000 the Company filed a Form 8-K to announce the appointment of
Mr. Reno Calabrigo as Chief Financial Officer, Mr. Sandy Winick as Chief
Financial Officer and Mr. Thom Knowles as President and Director of the Company
WHERE YOU CAN FIND MORE INFORMATION ABOUT US
We file annual, quarterly and special reports, proxy statements and other
information with the Securities and Exchange Commission. Our SEC filings are
available to the public over the Internet at the SEC's website at
http://www.sec.gov. You may read and copy any materials that we have filed with
the SEC at its Public Reference Room at 450 Fifth Street, N.W., Washington,
D.C. 20549. You can also obtain copies of the documents at prescribed rates by
writing to the Public Reference Section of the SEC at 450 Fifth Street, N.W.,
Washington, D.C. 20549. You can obtain information on the operation of the
Public Reference Room by calling the SEC at 1-800-SEC-0330.
SIGNATURES
In accordance with the requirements of the Exchange Act, the Registrant
caused this report to be signed on its behalf by the undersigned, thereunto
duly authorized.
INTERNET MULTI-MEDIA CORPORATION
(Registrant)
Dated: November 20, 2000 BY: /s/Thomas Knowles
------------------------------------
Thomas Knowles, President
ARTICLE 5
This schedule contains summary financial information extracted from Balance
Sheet, Part I, Item 1. of this Form 10-Q. Please refer to those financial
statements contained herein. This summary financial data schedule is
qualified in its entirety by reference to such financial statements.
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