As filed with the Securities and Exchange Commission on June 4, 2001
Registration No. _____
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES EXCHANGE ACT OF 1933
-----------------------
Commission File Number 0-29195
NEW MILLENNIUM MEDIA INTERNATIONAL, INC.
----------------------------------------
(Name of Small Business Issuer in Its Charter)
Colorado (7310) 84-1463284
-------- ------ ----------
(State or jurisdiction of (Primary Standard Industrial (I.R.S. Employer
incorporation or organization) Classification Code Number) Identification No.)
101 Philippe Parkway, Suite 300
Safety Harbor, Florida 34695
(727) 797-6664
--------------
(Address and Telephone Number of Principal Executive Offices and
Principal Place of Business)
NEW MILLENNIUM MEDIA INTERNATIONAL, INC.
2000 STOCK OPTION PLAN
WARRANTS ISSUED AS COMPENSATION TO CONSULTANTS
----------------------------------------------
(Full Title of the Plan)
John D. Thatch, President
New Millennium Media International, Inc.
101 Philippe Parkway, Suite 300
Safety Harbor, Florida 34695
----------------------------
(Name, Address and Telephone Number of Agent for Service)
Calculation of registration fee
--------------------------------------------------------------------------------
Proposed Proposed
Title of amount maximum Maximum Amount of
securities to be to be offering price aggregate registration
registered registered(1) per share offering price fee
--------------------------------------------------------------------------------
Common Stock, par 600,000 shares $0.50(2) $ 300,000 $ 79.20
value $.001 per share,
underlying certain
Plan options
Common Stock (3) 500,000 $0.75 $ 375,000 $ 99.00
Common Stock (3) 500,000 $1.00 $ 500,000 $ 132.00
TOTAL $1,175,000 $ 310.20
--------------------------------------------------------------------------------
Footnotes to Table continue on following page
(1) Pursuant to Rule 416 under the Securities Act of 1933, as amended (the
"Securities Act"), the number of shares of common stock, par value
$.001 per share (the "Common Stock"), of New Millennium Media
International, Inc. (the "Company") being registered shall be adjusted
to include any additional shares which may become issuable as a result
of stock splits, stock dividends or similar transactions.
(2) Computed in accordance with Rules 457(c) and 457(h)(1) under the
Securities Act solely for the purpose of calculating the total
registration fee and based upon the average of the last price per share
of the Registrant's Common Stock on May 29, 2001, a date within five
(5) days prior to the date of filing of this Registration Statement, as
reported by the OTC-Bulletin Board.
(3) Issuable upon the exercise of Warrants granted to a consultant of the
Registrant.
Documents Incorporated by Reference Yes [X] No [ ]
EXPLANATORY NOTE
The Reoffer Prospectus, filed as part of this Registration Statement, has been
prepared in accordance with the requirements of Form S-3 and will be used for
offers of Common Stock of New Millennium Media International, Inc. (the
"Company"), by persons who may be deemed to be affiliates of the Company (as
that term is defined in Rule 405 under the Securities Act of 1933, as amended).
As of March 31, 2001 there were 30,284,314 shares of the Company's common stock
issued and outstanding and subscribed. As the result of a one for five stock
split that became effective May 18, 2001, on that date there were 6,056,863
shares of the Company's common stock issued and outstanding.
NEW MILLENNIUM MEDIA INTERNATIONAL, INC.
INDEX
PART I: INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS
Item 1. Plan Information
Item 2. Registration Information and
Employee Plan Annual Information
PART II: INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference
Item 4. Description of Securities
Item 5. Interests of Named Experts and Counsel
Item 6. Indemnification of Directors and Officers
Item 7. Exemption from Registration Claimed
Item 8. Exhibits
Item 9. Undertakings.
Signatures
PART I: INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS
Item 1. Plan Information*
Item 2. Registration Information and Employee Plan Annual Information*
* The documents containing the information specified in Part I of Form S-8 will
be sent or given to participating employees as specified by Rule 428(b)(1) of
the Securities Act of 1933, as amended (the "Securities Act"). Such documents
are not required to be and are not filed with the Securities and Exchange
Commission (the "Commission") either as part of this registration statement on
Form S-8 (the "Registration Statement"), or as a prospectus or prospectus
supplement pursuant to Rule 424. These documents and the documents incorporated
by reference into this Registration Statement pursuant to Item 3 of Part II of
this Registration Statement, taken together, constitute a prospectus that meets
the requirements of Section 10(a) of the Securities Act.
CROSS REFERENCE SHEET
Between Items of Form S-3 and Prospectus Pursuant to Rule 501(b) of Regulation
S-K
Item and Heading Location in Prospectus
1. Forepart of the Registration
Statement and Outside Front
Cover Page of Prospectus................ Cover Page
2. Inside Front and Outside Back
Cover Pages of Prospectus............... Inside Cover Page
3. Summary Information, Risk
Factors and Ratio of Earnings
to Fixed Charges........................ Introduction
4. Use of Proceeds......................... Not applicable
5. Determination of Offering Price......... Not applicable
6. Dilution................................... Not applicable
7. Selling Security Holders................ Cover Page,
Selling Shareholders
8. Plan of Distribution.................... Selling
Shareholders
9. Description of Securities
to be Registered........................ Documents
Incorporated by Reference
10. Interests of Named Experts
and Counsel............................... Legal Opinion
and Experts
11. Material Changes........................ Not applicable
12. Incorporation of Certain
Information by Reference................ Documents Incorporated
by Reference
13. Disclosure of Commission
Position on Indemnification of
Securities Act Liabilities.............. Indemnification
REOFFER PROSPECTUS
NEW MILLENNIUM MEDIA INTERNATIONAL, INC.
1,000,000 Shares
Common Stock
$.001 par value
This Prospectus is being used in connection with the offering from time to time
by certain shareholders of New Millennium Media International, Inc. ("Selling
Shareholders") or their successors in interest of shares of the Common Stock
($.001 par value) of New Millennium Media International, Inc. ("Common Stock")
which have been or may be acquired upon the exercise of warrants granted as
compensation to certain consultants of the Company.
The Common Stock may be sold from time to time by the Selling Shareholder or by
pledgees, donees, transferees, or other successors in interest. Such sales may
be made in the over-the-counter market or otherwise at prices and at terms then
prevailing or at prices related to the then current market price, or in
negotiated transactions. The Common Stock may be sold by one or more of the
following: (a) a block trade in which the broker or dealer so engaged will
attempt to sell the shares as agent but may position and resell a portion of the
block as principal to facilitate the transaction; (b) purchases by a broker or
dealer as principal and resale by such broker or dealer for its account pursuant
to this Prospectus; (c) an exchange distribution in accordance with the rules of
such exchange; and (d) ordinary brokerage transactions and transactions in which
the broker solicits purchases. In effecting sales, brokers, or dealers engaged
by the Selling Shareholder may arrange for other brokers or dealers to
participate. Brokers or dealers will receive commissions or discounts from
Selling Shareholders in amounts to be negotiated immediately prior to the sale.
Such brokers or dealers and any other participating brokers or dealers may be
deemed to be "underwriters" within the meaning of the Securities Act of 1933, as
amended (the "Act") in connection with such sales. In addition, any securities
covered by this Prospectus, which qualify for sale pursuant to Rule 144, may be
sold under Rule 144 rather than pursuant to this Prospectus. New Millennium
Media International, Inc. will not receive any of the proceeds from the sale of
these shares, although it has paid the expenses of preparing this Prospectus and
the related Registration Statement.
-------------------
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION NOR HAS THE COMMISSION PASSED UPON THE ACCURACY OR ADEQUACY
OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
-------------------
The last sale price of New Millennium Media International, Inc. Common Stock as
reported by the OTC-Bulletin Board on May 31, 2001 was $1.50.
-------------------
The date of this Prospectus is June 4, 2001.
TABLE OF CONTENTS
Page
AVAILABLE INFORMATION............................................... 2
SELLING SHAREHOLDERS............................................... 3
DOCUMENTS INCORPORATED BY REFERENCE................................ 3
EXPERTS............................................................ 4
LEGAL OPINION...................................................... 4
INDEMNIFICATION ................................................... 4
NO DEALER, SALESMAN OR ANY OTHER PERSON HAS BEEN AUTHORIZED TO GIVE INFORMATION
OR TO MAKE REPRESENTATIONS NOT CONTAINED IN THIS PROSPECTUS IN CONNECTION WITH
THE OFFERING CONTAINED HEREIN AND, IF GIVEN OR MADE INFORMATION OR
REPRESENTATION MUST NOT BE RELIED UPON AS HAVING BEEN AUTHORIZED BY THE COMPANY.
THIS PROSPECTUS DOES NOT CONSTITUTE AN OFFERING OF ANY SECURITIES OTHER THAN
THOSE TO WHICH IT RELATES OR IN ANY STATE OR OTHER JURISDICTION IN, WHICH SUCH
OFFERING MAY NOT LAWFULLY BE MADE. NEITHER THE DELIVERY OF THIS PROSPECTUS NOR
ANY SALE MADE HEREUNDER SHALL, UNDER ANY CIRCUMSTANCES, CREATE ANY IMPLICATION
THAT THERE HAS BEEN NO CHANGE IN THE AFFAIRS OF THE COMPANY SINCE THE DATE
HEREOF OR SINCE THE DATES AS OF WHICH INFORMATION IS SET FORTH HEREIN.
AVAILABLE INFORMATION
The Company has filed a Registration Statement on Form S-8 under the Securities
Act with respect to the Common Stock offered hereby. This Prospectus, which
constitutes a part of the Registration Statement, omits certain of the
information contained in the Registration Statement and the exhibits and
schedules thereto on file with the Commission pursuant to the Securities Act and
the rules and regulations of the Commission thereunder. For further information
with respect to the Company and its Common Stock, reference is made to the
Registration Statement and the exhibits and schedules thereto. Statements
contained in this Prospectus regarding the contents of any agreement or other
document filed as an exhibit to the Registration Statement are not necessarily
complete, and in each instance reference is made to the copy of such agreement
filed as an exhibit to the Registration Statement, each such statement being
qualified in all respects by such reference. The Registration Statement,
including the exhibits and schedules thereto, can be inspected and copied at the
Commission's offices as described herein.
The Company is subject to the reporting requirements of the Securities Exchange
Act of 1934, as amended (the "Exchange Act"), and in accordance therewith files
annual and quarterly reports, proxy statements and other information with the
Commission. Such reports, proxy statements and other information filed by the
Company with the Commission pursuant to the informational requirements of the
Exchange Act may be inspected and copied at the public reference facilities
maintained by the Commission at 450
2
Fifth Street, N.W., Room 1024, Judiciary Plaza, Washington, D.C. 20549, as well
as at the Commission's Regional Offices at 7 World Trade Center, Suite 1300, New
York, New York 10048 and Citicorp Center, 500 West Madison Street, Suite 1400,
Chicago, Illinois 60661. Copies of such material may be obtained at prescribed
rates from the Public Reference Room of the Commission at 450 Fifth Street,
N.W., Judiciary Plaza, Washington, D.C. 20549. Information concerning the
operation of the Public Reference Room may be obtained by calling the Commission
at 1-800-SEC-0330. The Commission maintains an Internet site at
http://www.sec.gov that contains reports, proxy and information statements and
other information regarding registrants, including the Company, that file
electronically with the Commission.
-------------------------
The Company will provide without charge to each person to whom this Prospectus
is delivered, upon written or oral request of such person, a copy of any and all
of the information that has been or may be incorporated by reference in this
Prospectus, but is not delivered with this Prospectus (other than exhibits to
such information unless such exhibits are incorporated by reference in this
Prospectus). Such requests may be mailed to New Millennium Media International,
Inc., 101 Philippe Parkway, Suite 300, Safety Harbor, Florida 34695, Attention:
John "JT" Thatch, President/CEO or may be made by telephone to Mr. Thatch at
(727) 797-6664.
SELLING SHAREHOLDERS
The following table sets forth the names of the Selling Shareholders, the number
of shares of Common Stock owned by the Selling Shareholders, the number of
shares of Common Stock to be offered by the Selling Shareholders and the number
of shares of Common Stock the Selling Shareholders will own after the completion
of this offering.
Beneficial Ownership Beneficial Ownership
Name of Prior to Offering After Offering
Selling Shareholder Shares Percentage(2) Shares(1) Percentage
------------------- ------ ------------- --------- ----------
Marc Barhonovich(3) 500,000 8.2% -0- -0-
Ray Oliver(4) 500,000 8.2% -0- -0-
(1) Assumes the sale of all of the shares of Common Stock owned by the
Selling Shareholder.
(2) Based on 6,056,863 issued and outstanding shares of Common Stock.
(3) Issuable upon the exercise of 500,000 warrants. The warrants are
immediately exercisable at $0.75 per share.
(4) Issuable upon the exercise of 500,000 warrants. The warrants are
immediately exercisable at $1.00 per share.
DOCUMENTS INCORPORATED BY REFERENCE
The following documents are incorporated in this Prospectus by reference and
made a part hereof:
(a) Definitive Proxy Statement filed April 18, 2001;
(b) The Company's Quarterly Report on Form 10-QSB for the quarter ended
March 31, 2001;
(b) The Company's Annual Report on Form 10-KSB for the year ended
December 31, 2000;
(c) The Company's Quarterly Report on Form 10-QSB for the quarter ended
September 30, 2000;
(d) The Company's Quarterly Report on Form 10-QSB for the quarter ended
June 30, 2000;
(e) The Company's Quarterly Report on Form 10-QSB for the quarter ended
March 31, 2000;
(f) (c) The description of the Company's Common Stock contained in the
Company's Registration Statement on Form SB-2 declared effective on
September 28, 2000.
(g) All other documents filed by the Company after the date of this
Registration Statement under Section 13(a), 13(c), 14 and 15(d) of
the securities Exchange Act of 1934, prior to the filing of a
post-effective amendment to the Registration Statement which
indicates that all securities offered have been sold or which
deregisters all securities then remaining in the Registration
Statement and to be part thereof from the date of filing of such
documents.
3
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 subsequently filed document which also is or is deemed to be incorporated
by reference herein modifies or supersedes such statement. Any such statement so
modified or superseded shall not be deemed, except as so modified or superseded,
to constitute a part of this Registration Statement.
EXPERTS
The financial statements of the Company as of March 31, 2001 and for the two
years ended December 31, 1999 and December 31, 2000 are incorporated by
reference herein. The two year end financial statements have been audited by
Richard J. Fuller, CPA, PA, independent auditor, as set forth in their
respective reports thereon incorporated herein by reference and are included in
reliance upon such report given on the authority of such firm as experts in
accounting and auditing.
LEGAL OPINION
The legality of the Common Stock to be offered hereby has been passed upon for
the Company by the firm of Sommer & Schneider LLP.
INDEMNIFICATION
Sections 7-109-101 et seq. of the Colorado Business Corporation Act, as amended
from time to time provides that a corporation may indemnify directors, officers,
employees or agents of the corporation against expenses, including attorneys'
fees, judgments, fines and amounts paid in settlement in connection with
threatened, pending or completed actions, suits or proceedings brought against
them by reason of their service in such capacity, including, under certain
circumstances, actions brought by or in the right of the corporation, and may
purchase insurance or make other financial arrangements on behalf of any such
persons for any such liability.
The Company's By-laws are silent regarding the issue of corporate
indemnification of NMMI officers, directors, agents and employees.
Article VIII of the Company's Articles of Incorporation provides for
indemnification and advance expenses to a director or officer in connection with
a proceeding to the fullest extent permitted or required by and in accordance
with the Colorado Business Corporation Act. This Article permits the
Corporation, as determined by the Board of Directors, in a specific instance or
by resolution of general application to indemnify and advance expenses to an
employee, fiduciary or agent in connection with a proceeding to the extent
permitted or required by and in accordance with the Colorado Business
Corporation Act.
Insofar as indemnification for liabilities arising under the Securities Act may
be permitted to directors, officers and controlling persons of the registrant
pursuant to the foregoing provisions, or otherwise, the registrant has been
advised that in the opinion of the Securities and Exchange Commission such
indemnification is against public policy as expressed in the Securities Act and
is, therefore, unenforceable. In the event that a claim for indemnification
against such liabilities (other than the payment by the registrant of expenses
incurred or paid by a director, officer or controlling person of the registrant
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, the registrant 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 Securities Act and will be governed by the final
adjudication of such issue.
4
PART II: INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference
The Company hereby incorporates by reference into this Registration Statement
the following documents heretofore filed by the Company with the Commission
(File No. 0-29195) pursuant to the Securities Exchange Act of 1934, as amended
(the "Exchange Act"):
(a) Definitive Proxy Statement filed April 18, 2001;
(b) The Company's Quarterly Report on Form 10-QSB for the quarter ended
March 31, 2001;
(c) The Company's Annual Report on Form 10-KSB for the year ended
December 31, 2000;
(d) The Company's Quarterly Report on Form 10-QSB for the quarter ended
September 30, 2000;
(e) The Company's Quarterly Report on Form 10-QSB for the quarter ended
June 30, 2000;
(f) The Company's Quarterly Report on Form 10-QSB for the quarter ended
March 31, 2000;
(g) The description of the Company's Common Stock contained in the
Company's Registration Statement on Form SB-2 declared effective on
September 28, 2000.
(h) All other documents filed by the Company after the date of this
Registration Statement under Section 13(a), 13(c), 14 and 15(d) of
the securities Exchange Act of 1934, prior to the filing of a
post-effective amendment to the Registration Statement which
indicates that all securities offered have been sold or which
deregisters all securities then remaining in the Registration
Statement and to be part thereof from the date of filing of such
documents.
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 subsequently filed document which also is or is deemed to be incorporated
by reference herein modifies or supersedes such statement. Any such 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
Not applicable.
Item 5. Interests of Named Experts and Counsel
The legality of the securities offered hereby has been passed upon by Sommer &
Schneider LLP, Attorneys at Law, Garden City, New York. As of the date of this
prospectus, attorneys who are members of or are employed by Sommer & Schneider
LLP, Attorneys at Law and participating in matters on behalf of the Company
relating to this Registration Statement, do not beneficially own any shares of
the Company's stock.
Item 6. Indemnification of Directors and Officers
Sections 7-109-101 et seq. of the Colorado Business Corporation Act, as amended
from time to time provides that a corporation may indemnify directors, officers,
employees or agents of the corporation against expenses, including attorneys'
fees, judgments, fines and amounts paid in settlement in connection with
threatened, pending or completed actions, suits or proceedings brought against
them by reason of their service in such capacity, including, under certain
circumstances, actions brought by or in the right of the corporation, and may
purchase insurance or make other financial arrangements on behalf of any such
persons for any such liability.
5
The Company's By-laws are silent regarding the issue of corporate
indemnification of NMMI officers, directors, agents and employees.
Article VIII of the Company's Articles of Incorporation provides for
indemnification and advance expenses to a director or officer in connection with
a proceeding to the fullest extent permitted or required by and in accordance
with the Colorado Business Corporation Act. This Article permits the
Corporation, as determined by the Board of Directors, in a specific instance or
by resolution of general application to indemnify and advance expenses to an
employee, fiduciary or agent in connection with a proceeding to the extent
permitted or required by and in accordance with the Colorado Business
Corporation Act.
Insofar as indemnification for liabilities arising under the Securities Act may
be permitted to directors, officers and controlling persons of the registrant
pursuant to the foregoing provisions, or otherwise, the registrant has been
advised that in the opinion of the Securities and Exchange Commission such
indemnification is against public policy as expressed in the Securities Act and
is, therefore, unenforceable. In the event that a claim for indemnification
against such liabilities (other than the payment by the registrant of expenses
incurred or paid by a director, officer or controlling person of the registrant
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, the registrant 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 Securities Act and will be governed by the final
adjudication of such issue.
Item 7. Exemption from Registration Claimed
Not Applicable.
Item 8. Exhibits
Exhibit
Number Documents
4.1 Non-Statutory Stock Option Plan and form of agreement thereunder
4.2 Form of Warrants
5.1 Opinion of counsel as to legality of securities being registered
23.1 Consent of Counsel (contained in Exhibit 5.1)
23.2 Consent of Independent Auditors
Item 9. Undertakings.
The undersigned registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being made, a
post-effective amendment to this registration statement:
(a) To include any prospectus required by Section 10(a)(3) of the
Securities Act of 1933.
(b) To reflect in the prospectus any facts or events arising after
the effective date of the registration statement (or the most
recent post-effective amendment thereof) which, individually
or in the aggregate, represent a fundamental change in the
information set forth in the registration statement; and
(c) 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.
6
Provided, however, that paragraphs (1)(a) and (1)(b) do not apply if
the registration statement is on Form S-3 or Form S-8 and the
information required to be included in a post-effective amendment by
this paragraphs is contained in periodic reports filed by the
registrant pursuant to Section 13 or Section 15(d) of the Securities
Exchange Act of 1934 that are incorporated by reference in the
registration statement.
(2) That, for the purpose of determining any liability under the Securities
Act of 1933, 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.
(3) To remove from registration by means of a post-effective amendment any
of the securities being registered which remain unsold at the
termination of the offering.
(4) That, for purposes of determining any liability under the Securities
Act of 1933, each filing of the registrant's 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.
(5) To deliver or cause to be delivered with the prospectus, to each person
to whom the prospectus is sent or given, the latest annual report to
security holders that is incorporated by reference in the prospectus
and furnished pursuant to and meeting the requirements of Rule 14a-3 or
Rule 14c-3 under the Securities Exchange Act of 1934; and, where
interim financial information required to be presented by Item 310(b)
of Registration S-B is not set forth in the prospectus, to deliver, or
cause to be delivered, to each person to whom the prospectus is sent or
given, the latest quarterly report that is specifically incorporated by
reference in the prospectus to provide such interim financial
information.
(6) To deliver or cause to be delivered with the prospectus to each
employee to whom the prospectus is sent or given, a copy of the
registrant's annual report to stockholders for its last fiscal year,
unless such employee otherwise has received a copy of such report, in
which case the registration shall state in the prospectus that it will
promptly furnish, without charge, a copy of such report on written
request of the employee. If the last fiscal year of the registrant has
ended within 120 days prior to the use of the prospectus, the annual
report of the registrant for the preceding fiscal year may be so
delivered, but within such 120-day period the annual report for the
last fiscal year will be furnished to each such employee.
(7) To transmit or cause to be transmitted to all employees participating
in the Plans who do not otherwise receive such material as stockholders
of the registrant, at the time and in the manner such material is sent
to its stockholders, copies of all reports, proxy statements and other
communications distributed to its stockholders generally.
7
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements of filing on Form S-8 and has duly caused this registration
statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Safety Harbor, Florida on May 30, 2001.
New Millennium Media International, Inc.
By: /s/ John Thatch
---------------------------
John Thatch, President/CEO
8