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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K/A/2
CURRENT REPORT
Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934
Date of report (Date of earliest event reported) August 2, 2000
INTERNET MULTI-MEDIA CORPORATION
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(Exact name of registrant as specified in its charter)
NEVADA 0-29292 97-0431096
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(State or other jurisdiction (Commission File Number) (IRS Employer
of incorporation) Identification No.)
2533 NORTH CARSON STREET, SUITE 3358, CARSON CITY, NEVADA 89706
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(Address of principal executive offices)
Registrant's telephone number, including area code (702) 841-4779
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ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS.
In a Form 8-K dated July 13, 2000 registrant reported that registrant
had entered into a Letter of Intent dated July 10, 2000 to merge with American
Holding Corporation d.b.a. AmEurotech Corporation ("AmEurotech"). This proposed
merger will not take place.
Registrant is aware that a press release dated August 4, 2000 was sent
out. This release incorrectly stated that the merger between registrant and
AmEurotech occurred on August 4, 2000. Neither registrant, its Board of
Directors nor its attorneys authorized this press release. Additional, incorrect
information has been disseminated over the Internet. Shareholders are advised to
only rely upon information contained in official SEC filings and not to rely
upon random information posted on the Internet.
On August 2, 2000, registrant entered into an agreement to acquire
Oasis Technology.srl ("Oasis"), an Italian Corporation and a subsidiary of
AmEurotech located in Verona, Italy. The acquisition was through a stock swap
and 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 is included with this Form 8-K.
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Additional information will be provided in a subsequent Form 8-K.
FORWARD-LOOKING STATEMENTS
Certain statements under this Item and elsewhere in this Form 8-K and
in the exhibits to this Form 8-K are not historical facts but constitute
"forward-looking statements" within the meaning of the Private Securities
Litigation Reform Act of 1995. These statements include, but are not limited to:
statements relating to potential growth or to potential increases in revenues
and net income through previous, potential or possible mergers; acquisitions;
license agreements; share exchanges; and joint ventures. These statements often
can be identified by the use of terms such as "may", "will", "expect",
"anticipate", "estimate", "should", "could", "plans", "believes", "potential",
or "continuing", or the negative of these terms. Such forward-looking statements
speak only as of the date made and may involve both known and unknown risks,
uncertainties and other factors which may cause the actual results, performance
or achievements of the registrant to be materially different from any future
results, performance or achievements expressed or implied by such
forward-looking statements. Although the registrant believes that the
expectations reflected in such forward-looking statements are reasonable, the
registrant cannot guarantee future results, levels of activity, performance,
achievements or events. Moreover, neither the registrant nor any other person
assumes responsibility for the accuracy or completeness of such statements. The
registrant disclaims any responsibility to revise any forward-looking statements
to reflect events or circumstances after the date of such statement or to
reflect the occurrence of anticipated or unanticipated events.
ITEM 5. OTHER EVENTS
In an exhibit to a Form 8-K filed on July 31, 2000, it was reported
that Reno J. Calabrigo received 1,638,000 shares of registrant's $.001 par value
common stock for consulting services rendered to registrant. The actual amount
of shares issued to Mr. Calabrigo was 1,138,000 shares. The balance of 500,000
shares are to be paid to certain employees of 21st Equity Partners, LLC, for
their consulting work in bringing the registrant potential merger or acquisition
candidates.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS
FINANCIAL STATEMENTS:
Financial statements of Oasis Technology.srl ("Oasis") will be included
in a future amendment to this Form 8-K.
EXHIBITS:
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The following exhibits are filed with this Form 8-K:
EXHIBIT NUMBER DESCRIPTION OF EXHIBIT
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99(a) CONSULTING AGREEMENT BETWEEN 21ST EQUITY
PARTNERS, LLC AND INTERNET MULTI-MEDIA
CORPORATION
99(B) PLAN OF SHARE EXCHANGE BETWEEN INTERNET MULTI-
MEDIA CORPORATION AND OASIS TECHNOLOGY, SRL.
99(C) AGREEMENT AND PLAN OF SHARE EXCHANGE
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 August 7, 2000
---------------------------- By: /s/ Cornelia Patterson
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CORNELIA PATTERSON, SECRETARY
AND DIRECTOR