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SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
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FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933, AS AMENDED
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NEW MILLENNIUM MEDIA INTERNATIONAL, INC.
(Exact name of registrant as specified in its charter)
Colorado 84-1463284
(State or other jurisdiction of (I.R.S. Employer ID. No.)
incorporation or organization)
200 9th Avenue North, Suite 210
Safety Harbor, Florida 34695
(727) 797-6664
(Address of Principal Executive Offices)
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CONSULTING SERVICES AGREEMENT BETWEEN DAVID COLORIS, EXCIPIO GROUP, S.A., AND
NEW MILLENNIUM MEDIA INTERNATIONAL, INC.
(Full Title of Plan)
David M. Otto, Esq.
The Otto Law Group, PLLC
900 Fourth Avenue, Suite 3140
Seattle, Washington 98164
(206) 262-9545
(Name, Address and Telephone Number of Agent for Service of Process)
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If any of the Securities being registered on this Form S-8 are to be offered on
a delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, as amended, other than securities offered only in connection with dividend
or interest reinvestment plans, check the following box. ___
CALCULATION OF REGISTRATION FEE
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Proposed Maximum Proposed Maximum
Title of Securities to Amount to be Offering Price Per Aggregate Offering Amount
be Registered Registered(1) Share(2) Price(2) of Fee(2)
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Common Stock, 1,280,000 $0.99 $1,267,200 $102.50
$0.001 par value
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(1) The consulting services agreement ("Agreement") between New Millennium Media
International, Inc. (the "Company", or the "Registrant"), David Coloris and
Excipio Group, S.A. ("Excipio") provides for 1,280,000 shares of common stock of
the Company to be issued to Excipio (the "Shares"), all of which are being
registered herein. The Shares being issued pursuant to the Agreement are being
issued in exchange for financial, marketing and investor relations consulting
services. The general nature and purpose of the Agreement is to provide for
financial, marketing and investor relations services for the Company and, at the
same time, compensate the Consultant for said consulting services. The term of
the Agreement is six (6) months. The Agreement may be renewed only by the mutual
written agreement of the parties. The Agreement may be terminated at any time by
the Company or Excipio by providing written notice to the other party. The
Agreement qualifies as an Employee Benefit Plan as defined under Rule 405 of
Regulation C.
(2) Estimated solely for the purposes of determining the registration fee
pursuant to Rule 457. On December 22, 2003, the fair market value of the
Company's common stock, determined from its closing price on the
Over-the-Counter Bulletin Board was $0.99 per share. On this basis, the maximum
aggregate offering price for the shares being registered hereunder is
$1,267,200, and this is the basis for computing the filing fee in accordance
with Rule 457(h) and at a rate of the aggregate offering price multiplied by
..00008090.
PART II
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE
The following documents, which have been filed with the Securities and Exchange
Commission (the "Commission") by the Registrant are incorporated by reference in
this registration statement: (i) the Company's Annual Report on Form 10-KSB, as
amended, for the fiscal year ended December 31, 2002, (ii) the Company's
Quarterly Report on Form 10-QSB, as amended, for the quarter ended September 30,
2003, June 30, 2003, and March 31, 2003, and (iii) the Company's Reports on
Forms 8-K and Forms 8-K, as amended, filed February 4, 2003. All documents
subsequently filed by the Registrant pursuant to Sections 13(a), 13(c), 14 and
15(d) of the Securities Exchange Act of 1934, shall be deemed to be incorporated
by reference in this registration statement and to be part hereof from the date
of the filing of such documents.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS
Article 109 of the Colorado Corporations and Associations Act generally allows
the Registrant to indemnify any person who was or is threatened to be made a
party to any threatened, pending or completed action, suit or proceeding by
reason of the fact that he or she is or was a director, officer, employee or
agent of the Registrant or is or was serving at the request of the Registrant as
a director, officer, employee or agent of any corporation, partnership, joint
venture, trust or other enterprise. The Registrant may advance expenses in
connection with defending any such proceeding, provided the indemnitee
undertakes to pay any such amounts if it is later determined that such person
was not entitled to be indemnified by the Registrant.
ITEM 8. EXHIBITS
The Exhibits required to be filed as part of this Registration Statement are
listed in the attached Index to Exhibits.
ITEM 9. UNDERTAKINGS
(a) The undersigned Registrant hereby undertakes:
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(1) To file, during any period in which offers or sales are being made, a
post-effective amendment to this registration statement:
(i) To include any prospectus required by Section 10(a)(3) of the Securities
Act;
(ii) 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.
Notwithstanding the foregoing, any increase or decrease in volume of securities
offered (if the total dollar value of securities offered would not exceed that
which was registered) and any deviation from the low or high and of the
estimated maximum offering range may be reflected in the form of prospectus
filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the
change in volume and price represents no more than 20% change in the maximum
aggregate offering price set forth in the "Calculation of Registration Fee"
table in the effective registration statement;
(iii) 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;
provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if the
information required to be included in a post-effective amendment by those
paragraphs is contained in periodic reports filed with or furnished to the
Commission by the Registrant pursuant to Section 13 or Section 15(d) of the
Exchange Act that are incorporated by reference in this registration statement.
(2) That for the purpose of determining any liability under the Securities Act,
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.
(b) The undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act, each filing of the
Registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Exchange Act, (and, where applicable, each filing of an employee benefit plan's
annual report pursuant to section 15(d) of the Exchange Act) 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.
(h) 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 of 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.
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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 for 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 Safety Harbor, Florida, on this 22nd day of December, 2003.
NEW MILLENNIUM MEDIA INTERNATIONAL, INC.
(Name of Registrant)
Date: December 22, 2003 By:/s/ John "JT" Thatch
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John "JT" Thatch
President/CEO
Pursuant to the requirements of the Securities Act of 1933, as amended,
this registration statement has been signed by the following persons in the
capacities and on the date indicated.
Signature Title Date
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/s/ John "JT" Thatch 12/22/03
-------------------------------- Director, President, CEO & Acting CFO
John "JT" Thatch
/s/ Russell Wall 12/22/03
-------------------------------- Director
Russell Wall
12/22/03
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INDEX TO EXHIBITS
Number Description
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4.1 Consulting Services Agreement between David Coloris, Excipio Group,
S.A., and New Millennium Media International, Inc.
5 Opinion of The Otto Law Group PLLC
23.1 Consent of The Otto Law Group, PLLC (contained in exhibit 5)
23.2 Consent of Salberg & Company, P.A.
99.1 Lock-Up Agreement by and among David Coloris, Excipio Group, S.A., and
New Millennium Media International, Inc.
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