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Re: full house post# 7166

Sunday, 07/03/2005 4:14:38 PM

Sunday, July 03, 2005 4:14:38 PM

Post# of 83044
As filed with the Securities and Exchange Commission on September 13, 2004
Registration No.

SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

FORM S-8
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

INTERNATIONAL BROADCASTING CORPORATION
(Name of Small Business Issuer in Its Charter)

Nevada 91-2101440
(State or Other Jurisdiction of (I.R.S. Employer
Incorporation or Organization) Identification No.)

5100 N. 27th Street, Ste A-2 PMB 354, Lincoln, NE 68521
(Address of Principal Executive Offices) (Zip Code)

(402) 742-0493
(Issuer's Telephone Number, Including Area Code)


EMPLOYEE SALARY COMPENSATION AGREEMENT
(Full title of plan)

Daryn P. Fleming
CEO
5100 N. 27th Street, Ste A-2 PMB 354
Lincoln, NE 68521
(Name and address of agent for service)

(402) 742-0493

(Telephone number, including area code of agent for service)

Copy to:

James H. Morgan, Esquire
122 Pelican Ave
Brighton Colorado 80601
Office: (720) 685-3303
<TABLE>
<CAPTION>

CALCULATION OF REGISTRATION FEE
----------------------------------------------------------------------------------------------
Proposed Maximum Proposed Maximum
Title of Securities Amount to be Offering Price Aggregate Amount Amount of
to be Registered Registered per share Offering Price Registration Fee
----------------------------------------------------------------------------------------------
Common Stock
<S> <C> <C> <C> <C>
(no par value) 15,000,000(1) $0.022 $330,000.00 $41.81(2)
</TABLE>

(1) Represents 15,000,000 shares of Common Stock to be issued to Employees, as
compensation for services rendered. (2) Estimated solely for the purpose of
determining the amount of registration fee and pursuant to Rules 457(c) and
457(h) of the General Rules and Regulations under the Securities Act of 1993.


<PAGE>

PART I

INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

Item 1. Plan Information

a. GENERAL INFORMATION
The Company has its principal offices at: 5100 N. 27th Street, Ste A-2 PMB 354
Lincoln, NE 68521, Telephone: (402) 742-0493.

Item 2. Registrant Information.

Purposes:
The Common Stock will be issued by the Company pursuant to an agreement
entered into between the Employee and the Company and approved by
the Board of Directors of the Company (the 'Board of Directors'). The
agreement is intended to provide a method whereby the Employees of the Company
may be compensated for by stock in the Company in lieu of salaries.

Common Stock
The Board has authorized the issuance of up to 15,000,000 shares of the Common
Stock to issue to Employees upon effectiveness of the filing and effectiveness
of Form S-8.

The Employee has agreed to accept shares of Common Stock in lieu of payment for
salaries in money, which salary amounts are owing to Employee by Company. The
exact number of shares to be issued to each Employee shall be determined between
the Company and Employee.

No Restrictions on Transfer
The shares shall be issued in lieu of payment of money for salaries and the
Employee shall become the record and beneficial owner of the shares of Common
Stock upon issuance and delivery and is entitled to all of the rights of
ownership, including the right to vote any shares awarded and to receive
ordinary cash dividends on the Common Stock.

Tax Treatment to the Employee
The Common Stock is not qualified under Section 401(a) of the Internal
Revenue Code. The Employee, therefore, will be deemed for federal income tax
purposes to recognize ordinary income during the taxable year in which the
earlier of two events occur: a) shares become freely transferable, or, b) cease
to be subject to a substantial risk of forfeiture. Because the employee may
immediately fully vest in the shares, the Employee will receive compensation
taxable at ordinary rates equal to the fair market value of the shares on the
date of receipt since there will be no substantial risk of forfeiture or other
restrictions on transfer.

If the transfer of stock to an employee is subject to Section 16(b) of the
Securities and Exchange Act of 1934, that employee's rights in the property may
be (a) subject to substantial risk of forfeiture, and (b) not freely
transferable. This SEC rule defers the tax on such employees, but will lapse and
become taxable to the employee at the earlier of (a) the expiration of the
6-month period, or (b) the first day on which the property's sale wouldn't
subject the person to an SEC suit.


<PAGE>

Tax Treatment to the Company
The amount of income recognized by any recipient hereunder in accordance with
the foregoing discussion will be an expense deductible by the Company for
federal income tax purposes in the taxable year of the Company during which the
recipient recognizes income.

Restrictions of Resales if an Affiliate
In the event that an affiliate of the Company acquires shares of Common Stock
hereunder, the affiliate will be subject to Section 16(b) of the
Exchange Act. Further, in the event that any affiliate acquiring shares
hereunder has sold or sells any shares of Common Stock in the six months
preceding or following the receipt of shares hereunder, any so called 'profit',
as computed under Section 16(b) of the Exchange Act, would be required to be
disgorged from the recipient to the Company. Services rendered have been
recognized as valid consideration for the 'purchase' of shares in connection
with the 'profit' computation under Section 16(b) of the Exchange Act. The
Company has agreed that for the purpose of any 'profit' computation under 16(b)
the price paid for the Common Stock issued to affiliates is equal to the value
of services rendered. Shares of Common Stock acquired hereunder by persons other
than affiliates are not subject to Section 16(b) of the Exchange Act.



<PAGE>


PART II

INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

This registration statement is being filed solely to register the
issuance of up to 15,000,000 shares of Common Stock of International
Broadcasting Corporation ("IBC"), a Nevada Corporation, pursuant to the IBC
Employee Compensation Plan (the "Plan").

Item 3. INCORPORATION OF DOCUMENTS BY REFERENCE

The following documents, which are on file with the Securities and
Exchange Commission (the "Commission"), are incorporated in this registration
statement by reference:

All reports filed pursuant to Section 13(a) or 15(d) of the Exchange
Act, including, but not limited to, the Company's Annual Report on Form 10-KSB
for the year ending December 31, 2003 and Quarterly Reports on Forms 10-QSB for
the
quarters ending March 31, 2004, June 30, 2004 and September 30, 2003, and
Current Reports Filed on Form 8-k October 7, 2003.

In addition, all documents subsequently filed pursuant to
Sections 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 of the shares of common stock offered have been sold or
which deregisters all of the shares then remaining unsold, will be deemed to be
incorporated by reference in the registration statement and to be a part hereof
from the date of filing of the documents.

Any statement contained in a document incorporated or superceded for
purposes of this registration statement, to the extent that a statement
contained herein or in any other subsequently filed document which also is or is
deemed to be incorporated by reference herein modifies or supercedes such
statement. Any such statement so modified or superceded will not be deemed,
except as so modified or superceded, to constitute a part of this registration
statement.


Item 4. DESCRIPTION OF SECURITIES

Not applicable.


Item 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.

There are not named experts in connection with the filing of this
Registration Statement. Certain legal matters in connection with this
registration statement will be passed upon for International Broadcasting
Corporation by James H. Morgan, Attorney at Law. James H. Morgan currently has
no beneficial ownership in the shares of IBC, nor will he as of the time of this
filing, be entitled to receive shares of IBC as compensation for legal services


<PAGE>

rendered, nor has he been employed on a contingency fee basis at anytime. He may
receive share of IBC stock in the future for legal services rendered to IBC.


Item 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.

Nevada General Corporate Law

Sections 78.751 and 78.7502 of the Nevada General Corporation Law,
provides as follows:

1. A corporation may indemnify any person who was or is a party or is
threatened to be made a party to any threatened, pending or completed action,
suit or proceeding, whether civil, criminal, administrative or investigative,
except an action by or in the right of the corporation, by reason of the fact
that he is or was a Director, officer, employee or agent of the corporation, or
is or was serving at the request of the corporation as a Director, officer,
employee or agent of another corporation, partnership, joint venture, trust or
other enterprise, against expenses, including attorneys' fees, judgments, fines
and amounts paid in settlement actually and reasonably incurred by him in
connection with the action, suit or proceeding if he acted in good faith and in
a manner which he reasonably believed to be in or not opposed to the best
interests of the corporation, and, with respect to any criminal action or
proceeding, had no reasonable cause to believe his conduct was unlawful. The
termination of any action, suit or proceeding by judgment, order, settlement,
conviction, or upon a plea of nolo contendere or its equivalent, does not, of
itself, create a presumption that the person did not act in good faith and in a
manner which he reasonably believed to be in or not opposed to the best
interests of the corporation, and that, with respect to any criminal action or
proceeding, he had reasonable cause to believe that his conduct was unlawful.

2. A corporation may indemnify any person who was or is a party or is
threatened to be made a party to any threatened, pending or completed action or
suit by or in the right of the corporation to procure a judgment in its favor by
reason of the fact that he is or was a Director, officer, employee or agent of
the corporation, or is or was serving at the request of the corporation as a
Director, officer, employee or agent of another corporation, partnership, joint
venture, trust or other enterprise against expenses, including amounts paid in
settlement and attorneys' fees actually and reasonably incurred by him in
connection with the defense or settlement of the action or suit if he acted in
good faith and in a manner which he reasonably believed to be in or not opposed
to the best interests of the corporation. Indemnification may not be made for
any claim, issue or matter as to which such a person has been adjudged by a
court of competent jurisdiction, after exhaustion of all appeals therefrom, to
be liable to the corporation or for amounts paid in settlement to the
corporation, unless and only to the extent that the court in which the action or
suit was brought or other court of competent jurisdiction determines upon
application that in view of all the circumstances of the case, the person is
fairly and reasonably entitled to indemnity for such expenses as the court deems
proper.


<PAGE>

3. To the extent that a Director, officer, employee or agent of a
corporation has been successful on the merits or otherwise in defense of any
action, suit or proceeding referred to in subsections 1 and 2, or in defense of
any claim, issue or matter therein, he must be indemnified by the corporation
against expenses, including attorneys' fees, actually and reasonably incurred by
him in connection with the defense.

4. Any discretionary indemnification under subsections 1 and 2, unless
ordered by a court or advanced pursuant to subsection 5, must be made by the
corporation only as authorized in the specific case upon a determination that
indemnification of the Director, officer, employee or agent is proper under the
circumstances. The determination must be made:
(a) By the stockholders;
(b) By the board of Directors by majority vote of a quorum consisting
of Directors were not parties to the act, suit or proceeding;
(c) If a majority vote of a quorum consisting of Directors who were not
parties to the act, suit or proceeding so orders, by independent legal counsel
in a written opinion; or
(d) If a quorum consisting of Directors who were not parties to the
act, suit or proceeding cannot be obtained, by independent legal counsel in a
written opinion.

5. The articles of incorporation, the bylaws or an agreement made by
the corporation may provide that the expenses of officers and Directors incurred
in defending a civil or criminal action, suit or proceeding must be paid by the
corporation as they are incurred and in advance of the final disposition of the
action, suit or proceeding, upon receipt of an undertaking by or on behalf of
the Director or officer to repay the amount if it is ultimately determined by a
court of competent jurisdiction that he is not entitled to be indemnified by the
corporation. The provisions of this subsection do not affect any rights to
advancement of expenses to which corporate personnel other than Directors or
officers may be entitled under any contract or otherwise by law.

6. The indemnification pursuant to NRS 78.7502 and advancement of
expenses authorized in or ordered by a court pursuant to NRS 78.751:

(a) Does not exclude any other rights to which a person seeking
indemnification or advancement of expenses may be entitled under the
articles of incorporation or any bylaw, agreement, vote of stockholders or
disinterested Directors or otherwise, for either an action in his official
capacity or an action in another capacity while holding his office, except that
indemnification, unless ordered by a court pursuant to subsection 2 or for the
advancement of expenses made pursuant to subsection 5, may not be made to or on
behalf of any Director or officer if a final adjudication establishes that his
acts or omissions involved intentional misconduct, fraud or a knowing violation
of the law and was material to the cause of action.

(b) Continues for a person who has ceased to be a Director,
officer, employee or agent and inures to the benefit of the heirs, executors and
administrators of such a person.


<PAGE>

Insofar as indemnification for liabilities arising under the Securities
Act of 1933 may be permitted to Directors, officers or persons controlling the
Registrant pursuant to the foregoing provisions, the Registrant has been
informed that, in the opinion of the Securities and Exchange Commission, such
indemnification is against public policy as express in the act and is therefore
unenforceable.


NRS 78.752 allows Insurance or other financial arrangements against
liability of directors, officers, employees and agents as follows:
1. A corporation may purchase and maintain insurance or make other
financial arrangements on behalf of any person who is or was a director,
officer, employee or agent of the corporation, or is or was serving at the
request of the corporation as a director, officer, employee or agent of another
corporation, partnership, joint venture, trust or other enterprise for any
liability asserted against him and liability and expenses incurred by him in his
capacity as a director, officer, employee or agent, or arising out of his status
as such, whether or not the corporation has the authority to indemnify him
against such liability and expenses.
2. The other financial arrangements made by the corporation pursuant to
subsection 1 may include the following:
(a) The creation of a trust fund.
(b) The establishment of a program of self-insurance.
(c) The securing of its obligation of indemnification by granting a
security interest or other lien on any assets of the corporation.
(d) The establishment of a letter of credit, guaranty or surety.
No financial arrangement made pursuant to this subsection may provide protection
for a person adjudged by a court of competent jurisdiction, after exhaustion of
all appeals therefrom, to be liable for intentional misconduct, fraud or a
knowing violation of law, except with respect to the advancement of expenses or
indemnification ordered by a court.
3. Any insurance or other financial arrangement made on behalf of a person
pursuant to this section may be provided by the corporation or any other person
approved by the board of directors, even if all or part of the other person's
stock or other securities is owned by the corporation.
4. In the absence of fraud:
(a) The decision of the board of directors as to the propriety of the
terms and conditions of any insurance or other financial arrangement made
pursuant to this section and the choice of the person to provide the insurance
or other financial arrangement is conclusive; and
(b) The insurance or other financial arrangement:
(1) Is not void or voidable; and
(2) Does not subject any director approving it to personal
liability for his action, even if a director approving the insurance or other
financial arrangement is a beneficiary of the insurance or other financial
arrangement.
5. A corporation or its subsidiary which provides self-insurance for
itself or for another affiliated corporation pursuant to this section is not
subject to the provisions of title 57 of NRS.


<PAGE>


Bylaws

Article IX of the Bylaws of International Broadcasting Corporation
(formerly named Explosive Financial Opportunities, Inc.), provides that every
person (including officers and directors) who is a party or is threatened to be
a party or is involved in any action, suit or proceeding, whether civil,
criminal, administrative or investigative, by reason of the fact that he or a
person XXXX

Item 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not Applicable.

Item 8. EXHIBITS.
See Exhibits and Exhibits Index Below.

Item 9. UNDERTAKINGS.
The undersigned registrant hereby undertakes:
(1) To file, during any period in which offers and sales are
being made, a post-effective amendment to this registration statement 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.

(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) Insofar as indemnification for liabilities 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.


<PAGE>

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
the requirements for filing on Form S-8 and has duly caused this registration
statement to be signed on its behalf by the undersigned, there unto duly
authorized, in the City of Lincoln, Nebraska.


International Broadcasting Corp.

Date: September 13, 2004

By: /s/ Daryn P. Fleming
----------------------------
Daryn P. Fleming,CEO


POWER OF ATTORNEY

KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature
appears below appoints Daryn P. Fleming, his attorneys-in-fact, with the power
of substitution, for him in any and all capacities, to sign any amendments to
this Registration Statement on Form S-8, and to file the same, with exhibits
thereto and other documents in connection therewith, with the Securities and
Exchange Commission, hereby ratifying and confirming all that each of said
attorney-in-fact, or his substitute or substitutes, may do or cause to be done
by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, this report
has been signed below by the following persons on behalf of the Company and in
the capacities and on the dates indicated.


Date: September 13, 2004

By: /s/ Daryn Fleming
---------------------
Daryn Fleming, CEO




<PAGE>

INDEX TO EXHIBITS

Exhibit
NO. Description
--- -----------
4.1 Identities of Shareholders Participating in the Plan
5.1 Opinion of Counsel, regarding the legality of the
securities registered hereunder.
23.1 Consent of Sherb & Co., LLP (CPA)
23.2 Consent of Counsel (included as part of Exhibit 5.1)


</TEXT>
</DOCUMENT>

Exhibit 4.1

Shareholder Number of Shares
----------- ----------------
Daryn P. Fleming 5,000,000
Sandra Nether 5,000,000
Darrell Nether 5,000,000

</TEXT>
</DOCUMENT>

OPINION OF COUNSEL

Exhibit 5.1

The Law Offices of James H. Morgan
James H. Morgan
Attorney at Law
122 Pelican Ave
Brighton Colorado 80501
Office: (720) 685-3303

Date: September 9, 2004
International Broadcasting Corp.
Re: Opinion of Counsel - Registration Statement on Form S-8
Gentleman:

I am currently counsel for International Broadcasting Corp. (the
'Company'), in connection with the preparation and filing of the Company's
Registration Statement on Form S-8 under the Securities Act of 1933, as amended,
(the 'Registration Statement'), relating to 15,000,000 shares of the Company's
common stock, no par value, (the 'Common Stock'), issuable pursuant to the
Company's Employees Agreement, (the 'Plan').

I have examined the Certificate of Incorporation, as amended, and the
By-Laws of the Company and all amendments thereto, the Registration Statement
and originals, or copies certified to my satisfaction, of such records and
meetings, written actions in lieu of meetings, or resolutions adopted at
meetings, of the directors of the Company, and such other documents and
instruments as in my judgment are necessary or appropriate to enable me to
render the opinions expressed below.

Based on the foregoing examination, I am of the opinion that the shares
of Common Stock issuable with the Plan are duly authorized and, when issued in
accordance with the Plan, will be validly issued, fully paid and non-assessable.
Further, I consent to the filing of this opinion as an exhibit to the
Registration Statement.

Very truly yours,
/s/ James H. Morgan
-------------------
James H. Morgan

</TEXT>
</DOCUMENT>

CONSENT OF INDEPENDENT AUDITORS
Exhibit
23.1
Sherb & Co., LLP
Certified Public Accountants
805 Third Avenue
New York, NY 10022
Telephone (212) 838-5100

The Board of Directors and Stockholders
International Broadcasting Corporation

We consent to the incorporation by reference in this Registration Statement on
Form S-8 of our report dated April 08, 2004 on our audit of the financial
statements of International Broadcasting Corporation, as of December 31, 2003
and for the year then ended.

/s/ Sherb & Co., LLP
Sherb & Co., LLP
Certified Public Accountants
New York, NY
Date September 9, 2004


</TEXT>
</DOCUMENT>

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