As filed with the Securities and Exchange Commission August 12, 2014
Registration No. 333-193924
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Amendment No. 5
FORM S-1
REGISTRATION STATEMENT UNDER
THE SECURITIES ACT OF 1933
IIM GLOBAL CORPORATION
(Exact name of registrant as specified in its charter)
Delaware
7375
46-2069547
State or other jurisdiction Primary Standard Industrial (I.R.S. Employer
incorporation or organization
Classification Code Number)
Identification Number)
160 E. Lake Brantley Drive
Longwood, Florida 32779
(407) 674-2651
(Address, including zip code, and telephone number, including area code
of registrant’s principal executive offices)
David S. Jones
160 E. Lake Brantley Drive
Longwood, Florida 32779
(815) 353-9434
(Name, address, including zip code, and telephone number,
including area code, of agent for service)
Approximate Date of Commencement of proposed sale to the public: As soon as practicable after the effective date of this Registration Statement.
If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, check the following box. x
If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ¨
If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier registration statement for the same offering. ¨
If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration number of the earlier effective registration statement for the same offering. ¨
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See definitions “large accelerated filer,” “accelerated filer,” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):
Large accelerated filer
¨
Accelerated filed
¨
Non-accelerated filed
¨
Smaller reporting company
x
The registrant hereby amends this registration statement on such date or dates as may be necessary to delay its effective date until the registrant shall file a further amendment which specifically states that this registration statement shall thereafter become effective in accordance with section 8(a) of the Securities Act of 1933 or until the registration statement shall become effective on such date as the Commission acting pursuant to said section 8(a), may determine.
PART II
Item 13. Other expenses of Issuance and Distribution
The following table sets forth the Company’s expenses in connection with this registration statement. All of the listed expenses are estimates, other than the filing fees payable to the Securities and Exchange Commission.
Registration Fees |
| $ | 4,534 |
|
State filing fees |
| $ | 3,000 |
|
Edgarizing fees |
| $ | 2,500 |
|
Transfer agent fees |
| $ | 5,000 |
|
Accounting fees |
| $ | 35,000 |
|
Legal fees |
| $ | 100,000 |
|
Printing |
| $ | 1,000 |
|
Item 14. Indemnification of Directors and Officers
The Company's certificate of incorporation, by-laws and other contracts provide for indemnification of its officers, directors, agents, fiduciaries and employees. These provisions allow the Company to pay for the expenses of these persons in connection with legal proceedings brought because of the person's position with the Company. The Company does not believe that such indemnification affects the capacity of such person acting as officer, director or control person of the Company.
Item 15. Recent Sales of Unregistered Securities
The Company has issued the following securities in the last three (3) years. All such securities were issued pursuant to an exemption from registration under Section 4(2) of the Securities Act of 1933, as amended, as a transaction by an issuer not involving any public offering, as noted below. Each of these transactions was issued as part of a private placement of securities by the Company in which (i) no general advertising or solicitation was used, and (ii) the investors purchasing securities were acquiring the same for investment purposes only, without a view to resale. Furthermore, no underwriters participated or effectuated any of the transactions specified below. Also, no underwriting discounts or commissions applied to any of the transactions set forth below. All potential investors were contacted personally and possessed at the time of their investment bona fide substantive, pre-existing business relationships with the Company and/or its officers, directors and affiliates. No potential investors were contacted through other means, and no general advertising or general solicitation was used to solicit any investors.
(1) On September 21, 2011, 10,000,000 shares of common stock were issued to Tiber Creek Corporation for total consideration paid of $1,000.00. Subsequently, on December 20, 2012, the Company redeemed an aggregate of 9,750,000 of these shares for the redemption price of $975.00
On September 21, 2011, 10,000,000 shares of common stock were issued to MB Americus, LLC for total consideration paid of $1,000.00. Subsequently, on December 20, 2012, the Company redeemed an aggregate of 9,750,000 of these shares for the redemption price of $975.00
(2) On December 21, 2012, 1,000,000 shares of common stock were issued by the Company to David S. Jones pursuant to a change of control in the Company.
(3) On August 12, 2013, the Company issued 156,603,323 shares of common stock in connection with the Acquisition, as follows:
Shareholder Name |
| Number of Shares |
| |
|
|
|
| |
Multipolaris Corporation |
|
| 3,200,000 |
|
Interpolaris Pte. Ltd. |
|
| 32,000,000 |
|
MP Informatikai Kft. |
|
| 19,200,000 |
|
Thomas Szoke |
|
| 32,000,000 |
|
Thomas Szoke LLC |
|
| 923,323 |
|
WalkThink LLC |
|
| 14,400,000 |
|
Rick Antunes |
|
| 33,120,000 |
|
David S. Jones |
|
| 19,360,000 |
|
Melba Liliana Gonzalez Molina |
|
| 2,400,000 |
|
(4) In connection with the Acquisition, the Company issued in September 2013 a total of 149,576 shares in aggregate to David S. Jones and Thomas Szoke, LLC relating to previous shares to be provided to these holders in settlement of accrued payroll liabilities from June 2013.
(5) On September 30, 2013, the Company issued a total of 460,390 common shares to two people to settle approximately $115,000 of accrued liabilities.
(6) From September 30, 2013, the Company issued a total of 1,910,000 shares of common stock, as follows:
Shareholder Name |
| Number of Shares |
| |
|
|
|
| |
Jon Melzer |
|
| 250,000 |
|
Eric Katz |
|
| 40,000 |
|
Danny Katz |
|
| 60,000 |
|
Luis Barroso |
|
| 60,000 |
|
Douglas W. Solomon |
|
| 1,500,000 |
|
Item 16. Exhibits and Financial Statement Schedules.
EXHIBITS
2.1++
Agreement and Plan of Reorganization
3.1+
Certificate of Incorporation
3.2+
By-laws
5.1*
Opinion of Counsel on legality of securities being registered
10.1+++
Assignment of Patents
10.2+++
Assignment of Patents
10.3+++
Assignment of Patents
10.4+++
Employment Agreement of David Jones
10.5+++
Employment Agreement of Douglas Solomon
10.6+++
Employment Agreement of Thomas Szoke
10.7+++
Promissory Note
10.8+++
Flextronics Manufacturing Services Agreement
10.9+++
Agreement with Tiber Creek Corporation
10.10+++
Adjusted Compensation Agreement David S. Jones through September 30, 2013
10.11+++
Adjusted Compensation Agreement David S. Jones from October 1, 2013
10.12+++
Agreement extending due date of $600,000 Penn Investments Note*
10.13+++
Agreement extending due date of $310,000 Penn Investments Note *
10.14+++
Promissory Note for $20,000 payable to Penn Investments*
10.15+++
Promissory Note for $180,000 payable to Penn Investments*
23.1+++
Consent of Accountants
23.2*
`
Consent of Attorney (as part of Exhibit 5.1)
99.1
Power of Attorney (contained on the signature page of Amendment No. 2).
101
Attached as Exhibits 101 to this registration statement are the following financial statements (i) from the Quarterly Report on Form 10-Q for the period ended March 31, 2014 unaudited condensed consolidated financial statements for the three months ended March 31, 2014 and 2013 formatted in XBRL; and (ii) from the Annual Report on Form 10-K for the year ended December 31, 2013 consolidated financial statements for the years ended December 31, 2013 and 2012 formatted in XBRL. In accordance with Regulation S-T, the XBRL-formatted interactive data files that comprise Exhibit 101 in this registration statement shall be deemed furnished and not filed.
____________________
*
Filed herewith
+
Previously filed on Form 10-12G on November 9, 2011 (File No.: 000-54545) as the same exhibit number as the exhibit number listed here, and incorporated herein by this reference.
++
Previously filed on Form 8-K on August 13, 2013 (File No.: 000-54545) as the same exhibit number as the exhibit number listed here, and incorporated herein by this reference.
+++
Previously filed.
3
Item 17. 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:
i.
To include any prospectus required by section 10(a)(3) of the Securities Act of 1933;
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 end 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 changes in volume and price represent 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.
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.
That, for the purpose of determining liability under the Securities Act of 1933 to any purchaser, each prospectus filed pursuant to Rule 424(b) as part of a registration statement relating to an offering, other than registration statements relying on Rule 430B or other than prospectuses filed in reliance on Rule 430A, shall be deemed to be part of and included in the registration statement as of the date it is first used after effectiveness. Provided, however, that no statement made in a registration statement or prospectus that is part of the registration statement or made in a document incorporated or deemed incorporated by reference into the registration statement or prospectus that is part of the registration statement will, as to a purchaser with a time of contract of sale prior to such first use, supersede or modify any statement that was made in the registration statement or prospectus that was part of the registration statement or made in any such document immediately prior to such date of first use.
4.
Insofar as indemnification for liabilities arising under the Securities Act of 1933 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 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 Act and will be governed by the final adjudication of such issue.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized on August 12, 2014.
IIM GLOBAL CORPORATION
By:
/s/ David S. Jones
4
Title: Chief Executive Officer and President (Principal Executive Officer), Treasurer (Principal Financial and Accounting Officer)
Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed below by the following persons, constituting all of the members of the board of directors, in the capacities and on the dates indicated.
Signature |
| Capacity |
| Date |
|
|
|
|
|
/s/ David S. Jones |
| Director, Chief Executive Officer, President (Principal Executive Officer) and Treasurer (Principal Financial and Accounting Officer) |
| August 12, 2014 |
|
|
|
|
|
/s/ * |
| Director |
| August 12, 2014 |
Douglas Solomon |
|
|
|
|
|
|
|
|
|
/s/ * |
| Independent Director |
| August 12, 2014 |
Andras Vago |
|
|
|
|
|
|
|
|
|
/s/ * |
| Director |
| August 12, 2014 |
Thomas Szoke |
|
|
|
|
|
|
|
|
|
/s/ * |
| Independent Director |
| August 12, 2014 |
Haraldo Artmann |
|
|
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|
/s/ * By David S. Jones, Attorney-in-Fact | ||||
5
Exhibit 5.1 and 23.2
PEARLMAN SCHNEIDER LLP
Attorneys-at-Law
2200 Corporate Boulevard, N.W., Suite 210
Boca Raton, Florida 33431-7307
Telephone
James M. Schneider, Esq.
(561) 362-9595
Charles B. Pearlman, Esq.
Brian A. Pearlman, Esq.
Facsimile
(561) 362-9612
August 12, 2014
IIM Global Corporation
160 E. Lake Brantley Drive
Longwood, Florida 327792929 East Commercial Boulevard
RE:
Registration Statement on Form S-1 (the "Registration Statement") of IIM Global Corporation (the "Company")
Ladies and Gentlemen:
This opinion is submitted pursuant to the applicable rules of the Securities and Exchange Commission in connection with the registration for public resale of an aggregate of 50,573,987 shares (the "Registerable Shares") of the Company's common stock, $0.0001 par value per share, as described in the Registration Statement.
In connection therewith, we have examined and relied upon original, certified, conformed, photostat or other copies of (a) the Certificate of Incorporation and Bylaws of the Company; (b) resolutions of the Board of Directors of the Company authorizing the issuance of the Registerable Shares; (c) the Registration Statement and the exhibits thereto; (d) the agreements, instruments and documents pursuant to which the Registerable Shares were or are to be issued; and (e) such other matters of law as we have deemed necessary for the expression of the opinion herein contained. In all such examinations, we have assumed the genuineness of all signatures on original documents, and the conformity to originals or certified documents of all copies submitted to us as conformed, photostat or other copies. In passing upon certain corporate records and documents of the Company, we have necessarily assumed the correctness and completeness of the statements made or included therein by the Company, and we express no opinion thereon. As to the various questions of fact material to this opinion, we have relied, to the extent we deemed reasonably appropriate, upon representations or certificates of officers or directors of the Company and upon documents, records and instruments furnished to us by the Company, without independently checking or verifying the accuracy of such documents, records and instruments.
Based upon and subject to the foregoing, we are of the opinion that the Registerable Shares are validly issued, fully paid and non-assessable. We express no opinion herein as to the laws of any state or jurisdiction other than the Delaware General Corporation Law (including the statutory provisions and all applicable judicial decisions interpreting those laws) and the federal laws of the United States of America.
We hereby consent to the filing of this opinion as an exhibit to the Registration Statement and to the use of our name under the caption "Legal Matters" in the prospectus forming a part of the Registration Statement. In giving this consent, we do not thereby admit that we are included in the category of persons whose consent is required under Section 7 of the Securities Act of 1933 or the rules and regulations of the Securities and Exchange Commission promulgated thereunder.
Sincerely,
/s/ PEARLMAN SCHNEIDER LLP
Pearlman Schneider LLP