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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Amendment No. 1
to
FORM 10-SB
GENERAL FORM FOR REGISTRATION OF
SECURITIES OF SMALL BUSINESS ISSUERS
UNDER SECTION 12(b) OR (g) OF THE SECURITIES EXCHANGE
ACT OF 1934
OMICRON TECHNOLOGIES, INC.
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(Name of Small Business Issuer in its Charter)
FLORIDA 65-0032447
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(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)
114 W. Magnolia St. Ste 400-128, Bellingham, Washington 98225
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(Address of Principal Executive Offices) (Zip Code)
877-903-2288
Securities registered under Section 12(b) of the Exchange Act:
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Title of Each Class Name of Each Exchange on Which
to be so Registered Each Class is to be Registered
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n/a n/a
</TABLE>
Securities registered under Section 12(g) of the Exchange Act:
Common Equity, Par Value $ .001
-------------------------------
(Title of Class)
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OMICRON TECHNOLOGIES, INC.
FORM 10SB
TABLE OF CONTENTS
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NO. TITLE PAGE NO.
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PART I
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Item 1: Description of Business..................................3
Item 2: Management's Discussion and Analysis or Plan of
Operations.....................................12
Item 3: Description of Property.................................22
Item 4: Security Ownership of Certain Beneficial Owners
And Management.................................23
Item 5: Directors, Executive Officers, Promoters and Control
Persons........................................24
Item 6: Executive Compensation..................................26
Item 7: Certain Relationships and Related Transactions..........26
Item 8: Description of Securities...............................26
PART II
Item 1: Market Price of and Dividends on the Issuer's Common
Equity and Other Stockholder Matters...........27
Item 2: Legal Proceedings.......................................28
Item 3: Changes in and Disagreements with Accountants...........28
Item 4: Recent Sales of Unregistered Securities.................28
Item 5: Indemnification of Directors and Officers...............32
PART F/S
Financial Statements....................................33
PART III
Item 1: Index to Exhibits.......................................34
Item 2: Description of Exhibits.................................34
Signatures..............................................37
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ITEM 1: DESCRIPTION OF BUSINESS
Omicron Technologies, Inc. (formerly All Nations Catering, Inc.) (the "Issuer")
is a Florida corporation formed on February 2, 1988. Its principal place of
business is located at 114 W. Magnolia St. Ste 400-128, Bellingham Washington.
The Issuer operates on the calendar fiscal year. The Issuer was organized to
engage in any lawful corporate business, including but not limited to
participating in mergers with and acquisitions of other companies. The Company
has been in the developmental stage since its inception and has no operating
history up to June 1998 when on June 29, 1998 it changed its name to Omicron
Technologies, Inc. by filing articles of amendment to affect such change.
On February 26, 1988, 5,000 shares of stock were issued to the founding
shareholders for services rendered.
The original capitalization of the Issuer was 7,500 common shares with a par
value of $ 1.00 per share. The capitalization was amended on May 11, 1998 to
increase the amount of shares authorized to 50,000,000 and the par value was
changed to $ .001.
On May 13, 1998, there was a forward split at 200:1, changing the issued stock
to 1,000,000 to the founding shareholders.
The primary activity of the Issuer for the last three years preceding June of
1998 involved the seeking of a company or companies that it can acquire or with
whom it can merge. During the aforementioned periods, no such acquisition or
merger had taken place and the Issuer had no operations of any kind.
The Issuer together with its subsidiaries which include Cyberweb Systems Inc.
and Interactive Radio Corporation are in the developing stages of production of
various products and services which include Active Pixel Sensor (APS) and APS
Wireless Technology and internet related services.
The APS technology was developed through NASA's Jet Propulsion Laboratory which
was originally created for NASA's space program. The APS technology is an
electronic eye that utilizes amplified pixels or picture elements in a
semiconductor chip. The technology will have wide uses in such areas as
vehicles, cameras, computers, hand-held devices, medicine and toy industries.
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The Registrant has an agreement with ViaSpace Technologies, LLC which has an
option to acquire a licence with Cal Tech for the use of the APS technology.
This technology is not freely available in any other medium. The ability to use
such technology can only come from entering into an agreement with Cal Tech for
licensing rights. Cal Tech will not sell such technology but rather license the
right to use it.
Electronic imaging is currently based on a sensor technology known as
charge-couple device (CCD), which was originally developed at Bell Laboratories
in the late 1960's. CCD's work well, but are difficult to produce and have high
power consumption, which limits the prospects for miniaturization.
This APS technology will find it's uses as follows:
Video Conferencing
PC based video conferencing will allow businesses to save money by reducing the
need for air travel. Anyone with a PC can get in touch with colleagues in a
matter of minutes at a fraction of the cost.
PC based video conferencing is predicted to see a 70% increase in sales through
2001 and globally the expansion will be 40% through 2001. This information was
extracted Forward Concepts, an Arizona based market research firm
It is projected that 25% of all PC computers will carry this video conferencing
chip as standard equipment.
The publication known as Technical Insights published an Article called the
Futuretech Report on Active Pixel Sensors. No 192, dated December 1995. In that
article it discusses information concerning the changing world of video
conferencing, digital still cameras described below and the future of the
Camcorder also discussed below.
Digital Still Camera
The Issuer is of the belief that Digital still cameras are becoming a serious
alternative to traditional photography because of their ability to interact with
a PC and the ability to print such pictures from your own PC. World wide growth
in this area is expected to increase at the rate of 100% per year to 2002. This
information has been provided to the Issuer from studies published by
International Data Corporation and Future
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Image.
Camcorders
With the introduction of APS technology, traditional camcorders will be replaced
with the new digital imaging camcorders which will be smaller and cheaper.
Biomedical
The technology will find to be very useful in medical and dental imaging, x-ray,
teeth imaging and surgical scopes because of its lower cost and superior imaging
qualities.
Defense
The technology will be useful in surveillance equipment, miniature unmanned
airborne vehicles, reconnaissance, low light level imaging and integrated low
light/thermal IR sensors.
RECENT DEVELOPMENTS
Beginning in June 1998, the Issuer has made a number major acquisitions of
businesses via share purchases or share exchanges or the purchase of assets.
SHARE PURCHASE/EXCHANGE
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BUSINESS ACTIVITY AT EFFECTIVE DATE
NAME AND LOCATION THE TIME OF ACQUISITION OF ACQUISITION
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1. Cyberweb Systems, Developing computer July 5, 1999
Inc. software and computer
British Columbia, consulting
Canada
2. DynCom, Inc. Developing computer October 19,1999
Colorado smart card technology
Corporation
3. Interactive Radio Owns 3 patents regarding October 22,1999
Corporation global positioning
Nevada, software
Corporation
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PURCHASE OF BUSINESS ACTIVITY AT EFFECTIVE DATE
BUSINESS ASSETS THE TIME OF ACQUISITION OF ACQUISITION
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4. Global Interactive Purchase of on-line June 4, 1999
Ltd. gaming licence
Nevis, W.I.
5. Kaleidoscope Purchase of assets July 16,1999
International, Ltd. consisting of on-line
Belize, Corporation bingo and on-line
gaming software
6. Fairwind Development of software September 17,
Technologies Ltd. complementary to 1999
British Columbia, on-line gaming
Canada
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PURCHASE OF NON-EXCLUSIVE CASINO WEBSITE LICENCE
On June 4, 1999 the Company purchased from Global Interactive Ltd., a Nevis
corporation a licence on a non-exclusive basis, to use an internet site for the
Lucky Eight Casino, the Company's online casino website which will target
Chinese speaking communities worldwide. The purchase price was $ 45,000. The
licence runs for a term of 3 years and is automatically renewed at no cost in
perpetuity.
PURCHASE OF WHOLLY-OWNED SUBSIDIARY - CYBER-WEB SYSTEMS INC.
On July 5, 1999, the Company acquired 100% of the shares of Cyberweb Systems
Inc., a private Canadian company which has commenced the business of developing
computer software, hosting and designing websites and providing computer
consulting. The purchase price paid in stock was $ 185,938 represented by
175,000 shares at the average market price of the stock on the date of closing.
Cyberweb specializes in Internet gaming software development. Its programming
and systems expertise complement the development and operations of the Issuer's
casino and bingo sites.
Through this acquisition the Company gains control of a new, full-service
financial website. The site will include free real-time quotes on all US and
Canadian stocks, as well as Java chat, COMTEX news and free portfolio tracking
that will send updates via email when a stock price reaches a high or low
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parameter set by the user. The website will also feature a weekly stock game
challenge.
PURCHASE OF ASSETS, KALEIDOSCOPE INTERNATIONAL LTD.
On July 16, 1999, the Company acquired all of the assets of a company called
Kaleidoscope International Ltd. a Belize corporation for an aggregate purchase
price of $ 335,938 represented by 250,000 shares at the average market price on
the date of closing. The main thrust of the purchase was the software for a new
venture called MaXum Bingo, which allows a player to play bingo over the
internet and interact live with a bingo hall.
FAIRWIND TECHNOLOGIES LTD., SOFTWARE DEVELOPMENT AGREEMENT
On September 17, 1999 the Issuer entered into a software development agreement
with Fairwind Technologies Ltd., a British Columbia corporation. Fairwind has
been engaged to develop "Front -End Product" and "Back-End Product" technology
used by customers on the internet for which the Issuer is acquiring the
distribution rights of the Products more specifically described as follows:
Front-End Product
Front-End Product means computer software developed and owned by Fairwind
comprising the web pages and game client software which provides for the playing
of games as follows:
7. single player game with server: video poker, slot machine, black jack,
roulette and craps;
8. multi-user game with server: black jack, roulette; and
9. multi-player games: poker, roulette, baccarat and black jack.
Back-End Product
Back-End Product means computer software developed by Fairwind comprising the
accounting communications and administration modules which inter-operate with
the Front-End Product.
The Issuer has agreed to pay Fairwind a total of $ 548,000 Canadian both in cash
and free trading shares based on the completion of the development of the
Products.
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The payment schedule is as follows:
10. $ 123,300 Canadian paid within 3 days of execution of the Agreement and
delivery of 12,050 of free trading stock and an option to acquire 6,025
shares at the option price of US $2.31 within 30 days; and
11. the balance of the purchase price shall be paid within 14 days after
completion of the technology which is scheduled to be December 15,
1999. To date, the technology has not been completed, and when it is
completed the payment will be made in cash.
The conversion price relating to the common stock is defined in this Agreement
as being the weighted average of the closing trading price of the shares for the
10 days preceding the date of acceptance of the Products.
If for some reason the Issuer cannot deliver free trading stock, then the Issuer
may deliver restricted common stock whose restriction for conversion cannot be
longer than 1 year and the number of shares delivered would have to equal 120%
of the number of free trading stock that would have had to be delivered.
As a result, the Company paid to the shareholders of Fairwind Technologies,
14,460 shares of restricted common stock as agreed upon in (a) above.
PURCHASE OF INTEREST IN DYNCOM INC.
On October 19, 1999 the Issuer completed the acquisition of 13% of a company by
the name of DynCom Inc., a Colorado corporation. The agreement calls for the
acquisition by the Issuer of 600,000 shares of DynCom for 200,000 restricted
shares of the Issuer at a negotiated price of $ 3.00 per share. Additionally the
Issuer received 600,000 stock warrants at an exercise price of $ 1.00 per share.
DynCom Inc., is a creator of e-solutions employing "smart card" and "smart
device", proprietary, biometric, and Internet/Intranet technologies into
effective and efficient e-solutions, e-applications and e-products. DynCom is a
leader in the developing Smart Card industry and has established the first Smart
Card technical laboratory creating applications and products that will have wide
spread use in many industries.
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DynCom has developed what is known as the "Smart Chip", which will replace the
electronic scanning strip found on nearly all forms of credit cards, debit cards
and packaged consumer goods. The Smart chip will allow direct interface with
your PC. The encryption security built into these chips is far more
sophisticated than the present electronic strips, making its ability to be used
by the wrong people almost impossible. The activation of the smart card can only
be done in one of two ways, first by recognition of a persons fingerprint, or
secondly by recognition of a person's iris in the eye.
The Smart Card will be used in business to business ecommerce in that these
cards will be used to match up buyers of similar products with sellers of
similar products whereby smaller buyers will be grouped in order to purchase
goods from manufacturers who normally would not sell to individual buyers, but
as a group will represent sufficient volume to be able to purchase from such
manufacturers.
This leading edge technology is not available anywhere else. The Company is
utilizing the services of IBM Corporation to help develop the chip further.
By adding biometric technologies such as finger print scan or eye retina scan,
it can be certain that not merely is the card present, but also only the
properly pre-authorized person can use the key. However, Smart Cards and Smart
Devices will be much more than just keys; they will include applications that
provide substantial benefits for both consumers and businesses.
Both the Issuer and DynCom expect and look forward to extensive cooperation in
speeding development and marketing of their various products. In particular, the
Issuer anticipates that the DynCom "smart card" and "smart technologies" will
have many valuable applications for customers of the Issuer's interactive gaming
sites.
PURCHASE OF 100% OF INTERACTIVE RADIO CORPORATION
The single largest purchase by the Issuer is the completion of the acquisition
of 100% of the Common Equity of Interactive Radio Corporation ("Interactive")
for an aggregate purchase price of $15,468,750 represented by the exchange of
5,000,000 shares at a negotiated price of $ 3.09375. This was completed in
October 1999. The subsidiary owns 3 patents which combine
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navigation, broadcast and two-way communication services which will provide
mobile users with e-commerce, e-mail, travel, security, global positioning and
gaming at a relatively low cost. The initial marketing will be in the
automotive, trucking, and recreational vehicle markets.
The transaction was completed through a merger agreement included in the exhibit
whereby ViaSpace Radio Inc., a company which was owned collectively by ViaSpace
Technologies, LLC, Gary Noreen, and Radio Satellite Corporation (Gary Noreen
owns 100% of Radio Satellite Corporation) was merged into Interactive Radio
Corporation. Interactive Radio Corporation a newly formed Nevada corporation is
a wholly owned subsidiary of the Issuer. Via Space Radio Inc. is the owner of
the technology described above. In order to purchase the technology, the Issuer
merged ViaSpace Radio Inc. into Interactive Radio Corporation and as a result
paid the shareholders of ViaSpace Radio Inc. a total of 5,000,000 shares of
restricted 144 stock in proportion to their ownership in ViaSpace Radio Inc.
Therefore based on the proportionate share the 5,000,000 shares were split as
follows: Gary Noreen received 1,000,000 shares as he owned 20% of ViaSpace Radio
Inc., Radio Satellite Corporation owned 20% of ViaSpace Radio Inc. and as a
result received 1,000,000 shares, ViaSpace Technologies Inc. owned 28% of
ViaSpace Radio Inc., and received 1,400,000 shares and Salmon Shehayeb and the
S. & H. Shehayeb Irrevocable Trust owned 32% of ViaSpace Radio Inc. and thus
received 1,600,000 shares.
The technology patented by Interactive is satellite communications merged with
GPS (Global Positioning System) that stands to revolutionize the manner in which
consumers use their radios. The patented architecture provides a wide range of
integrated broadcasting, navigation and two-way communications services with a
low cost terminal. The terminal is set up in such a manner the user can listen
to an audio program while the terminal simultaneously receives or sends messages
and other broadcast information.
This interactive technology enables the following:
o Nationwide digital audio channels
o Interactive audio entertainment
o Data broadcasts, including traffic information and weather reports
o Two-way voice and data communications; and
o Precision navigation
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By integrating these complementary services into low-cost terminals, utility far
beyond the simple addition of functions is possible such as:
o Integration of two-way data communications with audio broadcasting,
direct response to broadcast solicitations, permitting consumers to
order advertised services and to respond to simple polls simply by
pushing a button;
o Integration of precision navigation with data broadcasting enables
the displays of vehicle location and current traffic hazards and
congestion on a digital map. This information can be used to
automatically calculate and display the information on real time
traffic conditions;
o Integration of process navigation with two-way communications
permits users to request emergency assistance from their vehicle and
automatically inform emergency service agencies precisely where the
vehicle is located; and
o Integration of two-way data and voice communications permits
transmission of voice pages to and from automobiles, along with
positive acknowledgments.
The Issuer anticipates development and deployment of the Interactive technology
within the next 2 years.
The Issuer is in the process of arranging funding to continue the software
development and to bring the products of the companies developing such products
to a point where such products can be sold in the marketplace.
While the Issuer is not a reporting issuer, it will be including audited
financial statements for the year ended December 31, 1998. Additionally the
Company has prepared unaudited financial statements for the eleven months ended
November 30, 1999 which will be provided to shareholders as well.
The Issuer will be making available to the public all information disclosed in
this document which can be obtained from the Public Reference Room by calling
the SEC at 1-800-SEC-0330. The Issuer can be reached for information at
http://www.omicrontechnologies.com
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The following websites are operational within the Omicron group
(i) Interactive Radio Corporation http://www.radiosat.com;
(ii) Global Interactive http://www.luckyeightcasino.com
(iii) Regarding, Kaleidoscope International, its website known as
http://www.maxumbingo.com is expected to be operational in March
2000.
ITEM 2: MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATIONS
The Company has engaged in October 1999 the services of Spencer Edwards Inc. of
Englewood, California to assist in raising a total of $ 9 million dollars to be
released in tranches over the ensuing six months. In exchange for assisting in
the financing Spencer Edwards will receive 1/2 share warrant (one warrant for
every two shares of financing provided) at an exercise price of $ 4.00 per share
for each share issued. The total number of shares that Spencer Edwards will be
entitled to purchase under the warrants is dependent on the number of shares
that are financed through the Company in the future. To date Spencer Edwards has
not been paid any compensation as the Company has not provided any additional
financing.
In order for the Registrant to continue operations and expand its research and
development, additional funds will be required over the next twelve months. As
with most development stage companies, which have no immediate revenues, the
Registrant has actively searched to obtain such additional funds. Therefore the
Registrant is securing 2 additional private placements totaling about 30 million
dollars. These private placements should be completed in the next 6 to 8 weeks.
The Registrant has arranged through a private lender two loans. The two loans
will be secured by the Registrant's 144 stock and priced for purposes of the
loan at $ .4688 per share. The stock will be escrowed as security at Prudential
Securities in New York for a period of two years and such shares in accordance
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with the agreements will have no voting rights attached to them. The loans will
bear interest at the rate of LIBOR (London Interbank Offered Rate) plus 4.875%
with interest only being paid semiannually in arrears.
USE OF PROCEEDS
Omicron will use the proceeds from the equity financing to:
12. Fund the costs of taking the technologies and products from their
state (mostly prototypes) into manufacturing. Hiring of technical staff
and/or subcontracting out such additional research and development.
Although, additional staff will be hired, the number of additional
staff will be less than 10% greater than the existing staff.
1. Marketing and sales development.
2. Research and development - additional software development for
Maxum Bingo, Online Casino, development of interactive radio and global
positioning software. Although the software for the above applications
has partly been developed, additional development is required to get
the software to a point where it is can be marketed for utilization.
The estimated costs associated with such further development are
outlined below.
3. General working capital.
The total proceeds of about 30 million dollars are expected to be distributed in
the following manner:
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13. APS and APS Wireless Technology ... 2,500,000
14. Interactive Radio Corporation ..... 6,500,000
15. Internet Businesses
- Software development .............. 500,000
- Casino gaming ................... 1,000,000
- MaXum Bingo ....................... 750,000
- Investor News Web ................. 750,000
iv) General working capital ............ 500,000
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v) Reserve for future acquisitions ... 1,500,000
vi) Purchase of bingo/casino boat..... 16,000,000
</TABLE>
The Registrant feels that the funds required above will be sufficient to meet
its needs as revenues should start to be generated in the early spring months of
2000, once online gaming and bingo software is completed. The software for the
gaming and bingo is now being tested in house for final release.
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
OPERATIONS
The Issuer before June 1998 had no operations. For the period from June 1998 to
December 31, 1998, the Issuer has incurred losses of $ 1,572,812. Of this loss,
$ 1,250,000 was a referral fee that was paid in stock. The Issuer paid Alawas
Kamal at total of 1,000,000 common shares at an agreed upon price of $ 1.25 per
share for the introduction of the Issuer to ViaSpace Technologies, LLC, the
Company that had access to the APS Technology. The balance was the actual cash
and related to development cost expenses normally associated with start up
companies. This money has helped the company set the groundwork for the
acquisitions made in 1999. Assets in 1998 have gone from $ 768,798 to
$21,837,264 for the eleven months ended November 30, 1999. The increase in
assets since December 31, 1998 resulted from the acquisition of ViaSpace Radio
Inc. technology for a purchase price of $ 15,468,750 for 5,000,000 144 common
stock of the Issuer, which such technology is now owned by Interactive Radio
Corporation, a wholly owned subsidiary of the Issuer, the purchase of a 13%
interest in DynCom Inc. for $ 600,000 in exchange for 200,000 144 common stock
of the Issuer, the purchase of the assets of Kaleidoscope International Ltd.
which included the Maxum bingo software under development for a purchase price
of $ 335,938 in exchange for 250,000 restricted common shares, the purchase of
all of the shares of Cyber-Web Systems Inc., a wholly-owned subsidiary which is
in the business of designing websites and does computer consulting, for a
purchase price of $ 185,938 in exchange for 175,000 shares of restricted commons
shares. The net loss for the eleven months ended November 30, 1999 was
$3,227,542 of which $ 2,381,406 was funded through loans from directors and/or
shareholders and involved mostly stock that was used to pay for certain services
performed on behalf of the Issuer. The majority of the stock involved was owned
Gary Robinson (1,190,000 common shares) and Sterling Klein(1,241,500 shares) who
are consultants for Cyber-Web Systems Inc. a wholly-owned
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subsidiary of the Registrant. The Registrant was not in a cash position to pay
for consulting and investor relation services, therefore the third party
companies and/or individuals involved were willing to take stock in lieu of
cash. The period upon which these services were rendered upon which stock was
transferred ran from July 1998 to September 1999. In October 1999, the Issuer
reimbursed restricted stock back to the individuals involved. (See Exhibits 6.7
and 6.8 in reference to Agreements with Gary Robinson and Sterling Klein for
reimbursement of shares.)
The Issuer projects that starting in early 2000 that it should start generating
revenues. The Issuer expects that the Internet Casino site should start
operations in early 2000. Additionally, the Issuer has already sold 4 additional
sub-licenses of its own next generation software that the Issuer is currently
developing with Fairwind Technologies Ltd. and its wholly-owned subsidiary,
Cyberweb Systems Inc. for a total consideration of $ 1,200,000. This revenue
will also be paid to the Issuer in early 2000 as a result of activating the
Casino website. Additionally the Company is further developing the online gaming
technology so that the licensing of such software will be proprietary. The
Company expects to sell at least 50 such sub-licenses over the course of the
next 18 to 24 months. Revenues generated from sub-licenses should be in the
neighborhood $12 to $ 15 million dollars. Additionally the royalties generated
as result of such sub-licences should be in the neighborhood of $ 6 million
annually.
PROPRIETY RIGHTS
The Issuer and its subsidiaries rely on a combination of copyright, trade
secrets and trademark laws, and non-disclosure and other contractual provisions
to protect their various proprietary products and technology. These safeguards
may not prevent competitors from imitating the Issuer's products and services,
especially in foreign countries where legal protection of intellectual property
may not be as strong or consistent as in the United States.
Because the Issuer's business segments are characterized by rapid technological
change, the Issuer believes that factors such as the technological and creative
skills of its personnel, name recognition, market penetration and reliable
customer service and support are more important to establishing and maintaining
a competitive position in the future than the various legal protections of its
proprietary developments.
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However, the Issuer will strive based on its research and development efforts to
improve existing technologies and develop new ones to keep it ahead of its
competitors in the future.
There is no assurance that third parties will not assert that the Company may be
infringing on certain of their proprietary rights with respect to current or
future products, software, trade names or services. Any such claim, with or
without merit, could be time consuming, resulting in costly litigation and cause
product release delays, and might require the Registrant to enter into royalty
or licensing agreements or cease distribution of certain products or services.
Such royalty or licensing agreements, if required, may not be available on terms
acceptable to the Issuer.
The Registrant and its subsidiaries presently have some patents with respect to
their proprietary technologies. On the products that have not been patented the
Issuer and its subsidiaries currently rely upon copyright and trademark laws,
trade secrets, confidentiality procedures and contractual provisions to protect
their proprietary products. All of these afford only limited protection.
Accordingly, there can be no assurance that the Issuer's measures to protect its
current proprietary rights will be adequate to prevent misappropriation of such
rights or that the Issuer's competitors will not independently develop or patent
technologies that are substantially equivalent or superior to the Issuer's
technologies. Additionally, although the Issuer believes that its products and
technologies do not infringe upon the proprietary rights of any third parties,
there can be no assurance that third parties will not assert infringement claims
against the Issuer. Similarly, infringement claims could be asserted against
products and technologies which the Issuer licenses, or has the rights to us,
from third parties. Any such claims, if proved, could materially and adversely
affect the Issuer's business and results of operations. In addition, though any
such claims may ultimately prove to be without merit, the necessary management
attention to, and legal costs associated with, litigation or other resolution of
such claims could materially and adversely affect the Issuer's business and
results of operations.
RISK FACTORS
The securities of the Registrant are speculative in nature and involve a high
degree of risk. In addition to the other
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information contained in this report, shareholders should carefully consider the
following risk factors:
RAPID OBSOLESCENCE AND TECHNOLOGICAL CHANGE
The market for information technology products and services is characterized by
rapidly changing technology, frequent introductions of new products and evolving
industry standards which result in product obsolescence and short product life
cycles. Accordingly, the Issuer's success is dependent upon its ability to
anticipate technological changes in the industry and to continually identify,
obtain and successfully market new products and services that satisfy evolving
technologies, customer preferences and industry requirements.
There can be no assurance that competitors will not market products and services
which have perceived advantages over those of the Issuer and its subsidiaries or
which render products and services to be offered by the Issuer and its
subsidiaries obsolete or less marketable.
POSSIBLE FLUCTUATIONS IN FUTURE RESULTS
There can be no assurance that the Issuer's projections will be achieved. There
could be delays in development of the products and some of the products may
never be developed in a marketable manner as to produce the projected revenue
sources. The Issuer expects that future results could fluctuate as a result of
factors such as increases in competition, significant acquisitions, currency
fluctuations, political changes, overall domestic and international economic
conditions, and other circumstances that may not be foreseeable at this time.
The Issuer will have no control or influence over many of these factors. The
Issuer also realizes that the this Form 10 SB is not subject to the Safe Harbor
rules.
EFFECTS OF POSSIBLE ISSUANCE OF PREFERRED STOCK
The Issuer's Articles of Incorporation do not presently authorize the issuance
of preferred stock. The rights of the holders of common stock will be subject
to, and may be adversely affected by the rights of the holders of any preferred
stock that may be authorized and issued in the future. The Issuer has no present
plans to authorize and issue any shares of preferred stock. Any issuance of
preferred stock would make it more difficult for a third party to acquire, or
could discourage a third party from acquiring, a majority of the outstanding
voting stock of the Issuer.
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<PAGE> 18
NO DIVIDENDS ON COMMON STOCK
The Issuer has not previously paid any cash or other dividends on its common
stock and does not anticipate payment of any dividends for the foreseeable
future. The Registrant anticipates retaining its earnings to finance its
operations, growth and expansion.
RISKS OF BUSINESS COMBINATIONS AND ACQUISITIONS
The Issuer's plan is to seek, investigate, and if such investigation warrants,
acquire an interest in one or more business opportunities that is complementary
to its path involving internet related technologies presented to it by persons
or firms desiring the perceived advantages of a publicly held corporation. At
this time, the Issuer has no plan, proposal, agreement, understanding, or
arrangement to acquire any specific business or company, other than what has
already been disclosed, and the Issuer has not identified any specific business
or company for investigation and evaluation. No member of Management or any
promoter of the Issuer, or an affiliate of either, has had any material
discussions with any other company other than the acquisitions made to date and
disclosed herein with respect to any acquisition of that company. The Issuer
will not restrict its search to any specific business, industry, or geographical
location, and may participate in business ventures of virtually any kind or
nature if such business is deemed by management to be complementary to its core
existing businesses. Discussion of the proposed business under this caption and
throughout this Registration Statement is purposefully general and is not meant
to be restrictive of the Issuer's virtually unlimited discretion to search for
and enter into potential business opportunities.
The Issuer may seek a business combination or acquisition with a firm which only
recently commenced operations, or a developing company in need of additional
funds to expand into new products or markets or seeking to develop a new product
or service, or an established business which may be experiencing financial or
operating difficulties and needs additional capital which is perceived to be
easier to raise by a public company. In some instances, a business opportunity
may involve acquiring or merging with a corporation which does not need
substantial additional cash but which desires to establish a public trading
market for its common stock. The Issuer may purchase assets and establish
wholly-owned subsidiaries in various businesses or purchase existing businesses
as subsidiaries.
18
<PAGE> 19
The Issuer anticipates that the selection of an additional business opportunity
in which to participate will be complex and extremely risky. Because of general
economic conditions, rapid technological advances being made in some industries,
and shortages of available capital, management believes that there are numerous
firms seeking the benefits of a publicly-traded corporation. Such perceived
benefits of a publicly traded corporation may include facilitating or improving
the terms on which additional equity financing may be sought, providing
liquidity for the principals of a business, creating a means for providing
incentive stock options or similar benefits to key employees, providing
liquidity (subject to restrictions of applicable statues) for all shareholders,
and other items. Potentially available business opportunities may occur in many
different industries and at various stages of development, all of which will
make the task of comparative investigation and analysis of such business
opportunities extremely difficult and complex.
Management believes that the Issuer may be able to benefit from the use of
"leverage" to acquire a target company. Leveraging a transaction involves
acquiring a business while incurring significant indebtedness for a large
percentage of the purchase price of that business. Through leveraged
transactions, the Issuer would be required to use less of its available funds to
acquire a target company and, therefore, could commit those funds to the
operations of the business, to combinations with other target companies, or to
other activities. The borrowing involved in a leveraged transaction will
ordinarily be secured by the assets of the acquired business. If that business
is not able to generate sufficient revenues to make payments on the debt
incurred by the Company to acquire that business, the lender would be able to
exercise the remedies provided by law or by contract. These leveraging
techniques, while reducing the amount of funds that the Issuer must commit to
acquire a business, may correspondingly increase the risk of loss to the Issuer.
No assurance can be given as to the terms or availability of financing for any
acquisition by the Issuer.
It may be anticipated that any opportunity in which the Issuer participates will
present certain risks. Many of these risks cannot be adequately identified prior
to selection of the specific opportunity, and the Issuer's shareholders must,
therefore, depend on the ability of management to identify and evaluate such
risk. In the case of some of the opportunities
19
<PAGE> 20
available to the company, it may be anticipated that the promoters thereof have
been unable to develop a going concern or that such business is in its
development state in that it has not generated significant revenues from its
principal business activities prior to the Company's participation. There is a
risk, even after the Issuer's participation in the activity and the related
expenditure of the Issuer's funds, that the combined enterprises will still be
able to become a going concern or advance beyond the development stage. Many of
the opportunities may involve new and untested product, processes, or market
strategies which may not succeed. Such risks will be assumed by the Issuer and,
therefore, its shareholders.
The investigation of specific business opportunities and the negotiation,
drafting, and execution of relevant agreements, disclosure documents, and other
instruments will require substantial management time and attention as well as
substantial Costs for accountants, attorneys, and others. If a decision is made
not to participate in a specific business opportunity the costs incurred in the
related investigation would not be recoverable. Furthermore, even if an
agreement is reached for the participation in a specific business opportunity,
the failure to consummate that transaction may result in the loss by the Company
of the related costs incurred.
It is anticipated that the Issuer will be in a position to incur the costs
involved in investigating new business opportunities based on the projected
equity injections expected over the next 2 years. However, there is no certainty
that such funds will actually be available as the company is in the negotiation
stages which such individuals and/or entities that have represented that funds
will be available to meet the Issuer's financial needs not only for seeking of
new opportunities but developing the existing businesses already acquired and
the commitment for funds to be advanced in connection with further development
of the new technological products acquired in order to reach marketability.
REPORTING REQUIREMENTS MAY DELAY OR PRECLUDE FUTURE ACQUISITIONS.
Companies subject to Section 13 of the Securities Exchange Act of 1934 (the
"Exchange Act") must provide certain information
20
<PAGE> 21
about significant acquisitions, including certified financial statements for the
company acquired, covering one or two years depending on the relative size of
the acquisition. The time and additional costs that may be incurred by some
target entities to prepare such statements may significantly delay or even
preclude the Company from completing an otherwise desirable acquisition.
Acquisition prospects that do not have or are unable to obtain the required
audited statements may not be appropriate for acquisition so long as the
reporting requirements of the 1934 Act are applicable.
REGULATION
Although the Issuer will be subject to regulation under the Securities Exchange
Act of 1934, management believes the Issuer will not be subject to regulation
under the Investment Company Act of 1940. insofar as the Company will not be
engaged in the business of investing or trading in securities. In the event the
Issuer engages in business combinations which result in the Issuer holding
passive investment interests in a number of entities, the Company could be
subject to regulation under the Investment Company Act of 1940. In such event,
the Issuer would be required to register as an investment company and could be
expected to incur significant registration and compliance costs. The Issuer has
obtained no formal determination from the Securities and Exchange Commission as
to the status of the Company under the Investment Company Act of 1940 and, would
subject the Company to material adverse consequences.
INVESTMENT COMPANY ACT OF 1940
The Investment Company Act of 1940 defines an "investment company" as an issuer
which is or holds itself out as being engaged primarily in the business of
investing, reinvesting or trading securities. While the Issuer does not intend
to engage in such activities, the Issuer may, through business combinations,
obtain and hold a minority interest in a number of development stage
enterprises. The Issuer could be expected to incur significant registration and
compliance costs if required to register under the Investment Company Act of
1940. Accordingly, management will continue to review the Issuer's activities
from time to time with a view toward reducing the likelihood the Issuer could be
classified as an "investment company".
21
<PAGE> 22
TAXATION.
Federal and state tax consequences will, in all likelihood, be major
considerations in any future business combination the Issuer may undertake. For
instances where the combination involves real estate related entities, transfer
taxes may be applicable. Where such combinations involve regulatory and/or
licensing considerations, licensing transfer fees could be excessive. Typically,
these transactions may be structured to result in tax-free treatment to both
companies pursuant to various federal and state tax provisions. The Issuer
intends to structure any business combination so as to minimize the federal and
state tax consequences to both the Company and the target entity. Management
cannot assure that a business combination will meet the statutory requirements
for a tax-free reorganization, or that the parties will obtain the intended
tax-free treatment upon a transfer of stock or assets. A non-qualifying
reorganization could result in the imposition of both federal and state taxes,
which may have an adverse effect on both parties to the transaction.
REQUIREMENT OF AUDITED FINANCIAL STATEMENTS MAY DISQUALIFY BUSINESS
OPPORTUNITIES.
Management believes that any potential target company must provide audited
financial statements for review, and for the protection of all parties to the
future business combination. One or more attractive business opportunities may
forego a future business combination with the Issuer, rather than incur the
expenses associated with preparing audited financial statements.
ITEM 3: DESCRIPTION OF PROPERTY.
The Issuer at present has no interest in any real property. The Issuer has just
entered into a lease through its wholly-owned subsidiary Cyberweb Systems Inc.
to occupy 10,697 sq. ft. of space on the 5th floor at a building located at 4400
Dominion Street, Burnaby, British Columbia, Canada. The lease commences November
1, 1999 and expires August 30, 2002. The lease calls for per square feet rent of
$3.00 for the first six months, $ 4.50 for the next six months, and $ 5.50
thereafter to the end of the lease plus the Issuer's prorata share of operating
costs estimated to be $10.00 per square foot on annual basis.
As previously discussed, Omicron expects to raise additional funds by way of a
private funding. Some of these funds will go
22
<PAGE> 23
to Cyber-Web in order to fund its operating expenses and its ongoing research
and development.
All leased space is considered adequate for the operation of the Issuer and its
subsidiary, and no difficulties are foreseen in meeting any future space
requirements.
ITEM 4: SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The following table sets forth information as to the shares of common stock
owned as of November 30, 1999.
16. Each person who in so far as the Issuer has been able to ascertain
beneficially owns more than five percent (5%) of the outstanding
40,045,660 of the Issuer.
17. Each director.
iii) Each of the officers named in the summary compensation table.
Unless otherwise indicated in the footnotes below on the table as subject to
community property laws where applicable, the persons as to whom the information
is given has sole investment power over the shares of common stock shown as
beneficially owned.
<TABLE>
<CAPTION>
COMMON STOCK
NAME NUMBER PERCENT
---- ------------- -------
<S> <C> <C>
18. Barrett Sleeman 700,000 1.7%
225 W. 41st Ave.
Vancouver, B.C.
V6M 4L3
19. David Naylor 750 .00002%
7-1926 Cedar Cres.
Vancouver, B.C.
V6J 2R6
20. Chris Foster 0 0%
209-514 13th St.
New Westminster, B.C.
V3M 5Y7
</TABLE>
23
<PAGE> 24
<TABLE>
<S> <C> <C>
21. Sak Narwal 14,130,000 35.2%
500-4400 Dominion St.
Burnaby, B.C.
V5G 4M7
</TABLE>
ITEM 5: DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS & CONTROL PERSONS
<TABLE>
<CAPTION>
SERVED
NAME AGE POSITION TERM SINCE
---- --- -------- ------ -----
<S> <C> <C> <C> <C>
OMICRON TECHNOLOGIES, INC.
22. Barrett Sleeman 59 President & Director 1 yr 06/98
23. David Naylor 36 Secretary-Treasurer
And Director 1 yr 06/98
24. Chris Foster 33 Senior Accountant
And Director 1 yr 06/98
25. Sak Narwal 34 Chief Financial
Officer 1 yr 07/98
</TABLE>
Omicron Technologies, Inc.'s management and board of directors include:
BARRETT SLEEMAN - President & Director - graduated from the Colorado
School of Mines in 1964 and continues to maintain his registration as a
Professional Engineer (P. Eng.). Early in his career, he attended the
MBA program at the University of Western Ontario and subsequently has
accumulated over 20 years of managerial experience. Mr. Sleeman's
diverse background includes experience in many of the various
disciplines of engineering including electrical, mechanical,
metallurgical and petroleum refining. He also has extensive exposure to
the financial world including time spent as a financial analyst for
Midland Walwyn (now Merrill Lynch) and a banker in the Oil & Gas
Department of the Royal Bank of Canada. As former President of a
several public companies, Mr. Sleeman was responsible for raising
capital for and managing their various projects. Additionally, he is or
has been a director of various other public companies in the resources
and high tech sectors. He was the President of Redex Gold Inc. from
March 1995 to January 1998. He was also President of White Hawk
Ventures Inc. from May 1997 to September 1998. Mr. Sleeman has been a
director of over
24
<PAGE> 25
30 public companies which in the last 5 years have included Megastar
Ventures Inc (September 1993 to October 1995), Immune Network Research
Ltd. (October 1994 to June 1996), and Aquila Energy Corporation (April
1995 to August 1997). He is currently a director of Dexton Technologies
Inc., Industrial Mineral Park Mining Corporation, Able Auctions Inc.,
and Java Group Inc.
DAVID NAYLOR - Secretary/Treasurer & Director - has a Diploma of
Technology in Financial Management from the British Columbia Institute
of Technology and is a Certified Management Accountant (CMA) entrance
exam finalist in the concluding months of the CMA society's Strategic
Leadership Program. For the past ten years, Mr. Naylor was employed
with a major newspaper publisher Pacific Press, a division of Southam,
now owned by Hollinger Inc. He held the positions of cost/management
accountant and assistant controller during that time. His major
responsibilities included working closely with the senior management
team to ensure sound business management practices were implemented.
SAK NARWAL - Chief Financial Officer - after studying Commerce
(Marketing & Finance) and Law at the University of British Columbia, he
completed a UBC Professional Program in mortgage brokering and real
estate finance within the Urban Land Economics Faculty. His diverse
business experience has extended from entrepreneurial ventures to
corporate management. Subsequent to several entrepreneurial ventures,
Mr. Narwal founded Pentagon Mortgage Investment Corporation and
Pentagon Management Corporation. Through these companies he raised and
managed investment capital and facilitated lending in a variety of
commercial and residential mortgages. For the past 10 years and most
recently, Mr. Narwal has focused his business activities on the
financial markets and raising equity capital for both private and
public companies specializing in technology. He has played a key role
in many negotiations leading to strategic business partnerships and
alliances.
CHRIS FOSTER - Senior Accountant & Director - completed studies in
Computer Systems and Financial Management at the British Columbia
Institute of Technology and is completing his professional designation
as a Certified General Accountant. Mr. Foster began his financial
management and accounting career as an Accountant for Arcona Health
Inc. Currently, and during the past 4 years, he has been
25
<PAGE> 26
employed with the public accounting firm Jacobson, Soda and Hosak
Chartered Accountants. This position has given Mr. Foster experience in
all aspects of public accounting including the preparation of financial
statements, audit engagements and client liaison. In this capacity he
has also played a key role in financial system design/development,
implementation and maintenance.
ITEM 6: EXECUTIVE COMPENSATION
At this time all of the officers and directors who are working for the Issuer
have not been paid any salaries. However, any expenses related to Issuer
business have been reimbursed by the Issuer.
SUMMARY COMPENSATION TABLE
<TABLE>
<CAPTION>
EXPIRE EXPIRATION
OFFICER OPTIONS % OF TOTAL PRICE DATE
------- ------- ---------- ----- ----------
<S> <C> <C> <C> <C>
26. Barrett Sleeman 0 0 0 N/a
27. David Naylor 0 0 0 N/a
28. Chris Foster 0 0 0 N/a
</TABLE>
ITEM 7: CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
There were no transactions since inception (June 1998), or proposed transaction,
to which the small business issuer was or is to be a party, in which any
director, executive officer, nominee for directorship, security-holder or
immediate family member had a direct or indirect material interest as defined by
Rule 404 of Regulation S-B.
ITEM 8: DESCRIPTION OF SECURITIES
29. COMMON STOCK: As at November 30, 1999, the Issuer had 40,045,660
shares of common stock outstanding. The Issuer filed May 13, 1998, the
company increased its authorized capital to 50,000,000 common shares
and changed the par value to $ .001. In addition the existing issued
stock was exchanged at the rate of 200 shares of new stock for each
share of existing stock and as result 1,000,000 new shares issued.
Holders of shares of the common stock are entitled to one vote for each
share on all matters to be voted on by
26
<PAGE> 27
the stockholders. Holders of common stock have no cumulative voting
rights. Holders of shares of common stock are entitled to share
ratably in dividends, if any, as may be declared from time to time by
the Board of Directors in its discretion, from funds legally available
therefor.
In the event of a liquidation, dissolution or winding up of the
Registrant, the holders of shares of common stock are entitled to
share pro rata all assets remaining after payments in full of all
liabilities. Holders of common stock have no preemptive rights to
purchase the Issuer's common stock. All of the outstanding shares that
have been issued are fully paid and non-assessable.
(b) PREFERRED STOCK The Issuer does not have any authorized or issued preferred
stock.
PART II
ITEM 1: MARKET PRICE AND DIVIDENDS ON REGISTRANT'S COMMON EQUITY AND OTHER
STOCKHOLDER MATTERS
(a) MARKET INFORMATION: The Issuer's common stock trades on the OTC Bulletin
Board under the symbol OPGS. The Issuer's common stock price at the close of
business on November 30, 1999 was $0.8125 per share.
(b) PRICE RANGE: The following is the range of the high and low bids for the
Issuer's common stock for each quarter within the last two fiscal years as
determined by the over-the-counter market quotations. These quotations reflect
inter-dealer prices, without retail mark-up, mark-down or commission and may not
represent actual transactions.
<TABLE>
<CAPTION>
1999 1998
QUARTER HIGH BID LOW BID HIGH BID LOW BID
------- -------- ------- -------- -------
<S> <C> <C> <C> <C>
MARCH $ 4.50 $ 1.00 0 0
JUNE $ 2.562 $ 0.468 0 0
SEPT. $ 3.625 $ 0.906 $ 7.50 $ 0.50
DEC. N/a N/a $ 5.00 $ 3.00
</TABLE>
27
<PAGE> 28
(c) HOLDERS: The Issuer has approximately 500 common stock shareholders.
(d) DIVIDENDS: The Issuer has never paid a cash dividend. It is the present
policy of the Issuer to retain any extra profits to finance growth and
development of the business. Additionally, to date the Issuer has sustained
losses as a development stage company. Therefore, the Issuer does not anticipate
paying cash dividends on its common stock in the foreseeable future.
ITEM 2: LEGAL PROCEEDINGS
The Issuer is not involved in legal proceedings that would have a material
adverse effect on the Issuer's financial conditions or results of its
operations.
ITEM 3: CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS
The accountant has not resigned, declined to stand for re-election nor has he
been dismissed. The principal accountant's report on the financial statements
for the past year contained no adverse opinion or disclaimer of opinion, nor
were they modified as to uncertainty, audit scope, or accounting principles.
There have been no disagreements with any former accountants on any matter of
accounting principles, financial statement disclosure, or auditing scope or
procedure.
ITEM 4: RECENT SALES OF UNREGISTERED SECURITIES
(a) RECENT SALES: The Issuer had the following stock issuances and
granting of stock options to officers and directors of the Issuer. All such
shares were sold by the officers and directors of the Issuer and no underwriters
were utilized.
1. On July 7, 1998 the Issuer closed a private placement and issued a total
of 23,000,000 common shares at a price of $ 0.001 per share for total
proceeds of $ 23,000 pursuant to a Regulation D, Rule 504 offering.
30. On November 10, 1999 the Issuer closed a private placement with one of its
officers for $ 3,500,000 and issued a total of 6,730,000 shares of
restricted stock in exchange for the cash at a price of $ 0.52 per share.
28
<PAGE> 29
The Issuer had the following stock issuances. All of these shares were
also sold by the officers and directors of the Issuer without the use of
an underwriter.
31. On July 31, 1998 the Issuer closed an additional private placement and
issued a total of 70,000 common shares at a price of $ 5.00 per share for
total proceeds of $ 350,000 under Regulation D, of Rule 504.
32. On September 2, 1998 the Issuer closed a third private placement and
issued a total of 50,000 common shares at a price of $ 5.00 per share for
total proceeds of $ 250,000 under Regulation D, of Rule 504.
33. On September 21, 1998 the Company closed a fourth private placement and
issued a total of 50,000 common shares at a price of $ 5.50 per share for
total proceeds of $ 275,000 under Regulation D, of Rule 504.
34. On October 6, 1999 the Issuer received a subscription to acquire 212,000
shares of common stock at a purchase price of $ 1.18 per share for an
aggregate price of $ 250,000 less a commission of $ 25,000, under
Regulation D of Rule 504.
35. On October 15, 1999 the Issuer received a subscription to acquire 263,000
shares of common stock at a purchase price of $ 0.95 per share for an
aggregate price of $ 250,000 less a commission of $ 25,000 under
Regulation D of Rule 504.
36. On November 16, 1999 the Issuer received a subscription to acquire 574,700
shares of common stock at a purchase price of $ 0.87 per share for an
aggregate price of $ 500,000 less a commission of $ 25,000, under
Regulation D of Rule 504.
37. On October 19, 1999 the Issuer completed a share exchange with DynCom,
Inc. whereby the Issuer agreed to issue 200,000 restricted common shares
at a price of $ 3.00 per share for an aggregate price of $ 600,000.
29
<PAGE> 30
38. On October 22, 1999 the Issuer issued a total of 2,431,500 of restricted
common shares to reimburse certain individuals (Gary Robinson received
1,190,000 shares and Sterling Klein received 1,241,500 shares) for stock
that they had personally paid out for services rendered by third parties
for a total value of $4,163,904 for an average per share price of
$ 1.7125.
39. On July 5, 1999 the Issuer issued 175,000 restricted common stock in
exchange for 100% interest in Cyber-Web Systems, Inc. at a price of
$ 1.0625 per share for an aggregate purchase price of $ 185,938.
40. On July 16, 1999 the Issuer issued 250,000 shares restricted common stock
in exchange for various assets of Kaleidoscope International Ltd. at a
price of $ 1.34375 per share for an aggregate purchase price of $ 335,938.
41. On July 16, 1999 the Issuer issued 25,000 restricted common stock in
payment of a referral fee to third parties at a price of $ 1.34375 per
share for an aggregate cost of $ 33,594.
42. On October 19, 1999 the Issuer issued 14,460 restricted common stock to
Fairwind Technologies Ltd. as part of the cost of developing certain
software at a price of $ 2.31 per share for an aggregate amount of
$ 33,403.
43. On October 19, 1999 the Issuer issued 5,000,000 restricted common stock in
exchange for a 100% interest in Interactive Radio Corporation at a price
of $ 3.09375 per share at an aggregate purchase price of $ 15,468,750.
(b) EXEMPTION FROM REGISTRATION: With respect to the issuance of the
following shares, such issuances were made in reliance on the private placement
exemptions provided by Section 4(2) of the Securities Act of 1933 as amended,
(the "Act"), SEC Regulation D, Rule 504 of the Act.
The following shares are listed by item number have relied on the above noted
exemptions under SEC Regulation D, Rule 504.
<TABLE>
<S> <C> <C>
Item 4(1) 23,000,000 common shares
Item 4(3) 70,000 common shares
Item 4(4) 50,000 common shares
Item 4(5) 50,000 common shares
Item 4(6) 212,000 common shares
Item 4(7) 263,000 common shares
Item 4(8) 574,700 common shares
</TABLE>
30
<PAGE> 31
With respect to the following issuance of common shares, the Issuer has relied
on the private placement exemptions provided under the Act.
The following shares are listed by item number have relied on the above noted
exemptions under Section 4(2).
<TABLE>
<S> <C> <C>
Item 4(2) 6,730,000 common shares
Item 4(9) 200,000 common shares
Item 4(10) 2,431,500 common shares
Item 4(11) 175,000 common shares
Item 4(12) 250,000 common shares
Item 4(13) 25,000 common shares
Item 4(14) 14,460 common shares
Item 4(15) 5,000,000 common shares
</TABLE>
In each instance, each of the share purchasers had access to sufficient
information regarding the Issuer so as to make an informed investment decision.
More specifically, each purchaser signed a written subscription agreement with
respect to their financial status and investment sophistication wherein they
warranted and represented, among other things, the following:
1. That he or she had the ability to bear economic risks of investing in
the shares of the Issuer.
2. That he or she had sufficient knowledge in financial, business, or
investment matters to evaluate the merits and risks of the investment.
3. That he or she had a certain net worth sufficient to meet the
suitability standards of the Issuer.
4. That the Issuer has made available to him or her, his or her counsel
and his or her advisors, the opportunity to ask questions and that he
or she have been given access to any information, documents, financial
statements, books and records relative to the Issuer and an investment
in the shares of the Issuer.
31
<PAGE> 32
ITEM 5: INDEMNIFICATION OF DIRECTORS AND OFFICERS
The Issuer and its affiliates may not be liable to its shareholders for errors
in judgment or other acts or omissions not amounting to intentional misconduct,
fraud, or a knowing violation of the law, since provisions have been made in the
Articles of incorporation and By-laws limiting such liability. The Articles of
Incorporation and By-laws also provide for indemnification of the officers and
directors of the Issuer in most cases for any liability suffered by them or
arising from their activities as officers and directors of the Company if they
were not engaged in intentional misconduct, fraud, or a knowing violation of the
law. Therefore, purchasers of these securities may have a more limited right of
action than they would have except for this limitation in the Articles of
Incorporation and By-laws.
The officers and directors of the Company are accountable to the Issuer as
fiduciaries, which means such officers and directors are required to exercise
good faith and integrity in handling the Company's affairs. A shareholder may be
able to institute, legal action on behalf of himself and all others similarly
stated shareholders to recover damages where the Company has failed or refused
to observe the law.
Shareholders may, subject to applicable rules of civil procedure, be able to
bring a class action or derivative suit to enforce their rights, including
rights under certain federal and state securities laws and regulations.
Shareholders who have suffered losses in connection with the purchase or sale of
their interest in the Issuer in connection with such sale or purchase, including
the misapplication by any such officer or director of the proceeds from the sale
of these securities, may be able to recover such losses from the Issuer.
Insofar as indemnification for liabilities arising under the federal securities
laws may be permitted to directors and controlling persons of the Issuer, the
Issuer has been advised that in the opinion of the Securities and Exchange
Commission such indemnification is against public policy as expressed in the law
and is, therefore, unenforceable. In the event a demand for indemnification is
made, the Company 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 law and will be governed by the final adjudication of such
issue.
PART F/S
The following financial statements are submitted pursuant to the information
required by Item 310 of Regulation S-B:
32
<PAGE> 33
FINANCIAL STATEMENTS
<TABLE>
<CAPTION>
NO: DESCRIPTION
----- -----------
<S> <C>
FS-1 Omicron Technologies, Inc. Financial
Statements Year Ended December 31, 1998
FS-2 Omicron Technologies, Inc.
Non-Consolidated Financial Statements
Nine Months Ended September 30, 1999
FS-3 Omicron Technologies, Inc.
Non-Consolidated Financial Statements
Eleven Months Ended November 30, 1999.
</TABLE>
33
<PAGE> 34
PART III - EXHIBITS
ITEM 1: INDEX TO EXHIBITS
The exhibits listed and described below in Item 2 are filed herein as part of
this Registration Statement.
ITEM 2: DESCRIPTION OF EXHIBITS
The following documents are filed herein as Exhibit Numbers 2,3, 5, 6, and 7 as
required by Part III of Form 1-A:
<TABLE>
<CAPTION>
EXHIBIT NO. DESCRIPTION
- ---------- -----------
<S> <C>
2 CHARTER AND BY-LAWS
2.1 Articles of Incorporation of Omicron Technologies,
Inc. (formerly All-Nations Catering Inc.)
2.2 Articles of Amendment to the Articles of Incorporation
of Omicron Technologies, Inc. dated May 11, 1998
2.3 Articles of Amendment to the Articles of Incorporation
of Omicron Technologies, Inc. dated June 26, 1998
2.4 By-Laws of Omicron Technologies, Inc.
2.5 Articles of Incorporation of Cyber-Web Systems Inc.
2.6 Articles of Incorporation of Interactive Radio
Corporation (formerly Ursat Communications, Inc.)
</TABLE>
34
<PAGE> 35
<TABLE>
<S> <C>
2.7 Certificate of Amendment of Articles of Incorporation of
Interactive Radio Corporation
2.8 By-Laws of Interactive Radio Corporation (formerly Ursat
Communications, Inc.)
3 - NONE INSTRUMENTS DEFINING THE RIGHTS OF SECURITY HOLDERS
5 - NONE VOTING TRUST AGREEMENTS
6 MATERIAL CONTRACTS
6.1 Memorandum Of Understanding between Omicron
Technologies, Inc and ViaSpace Technologies LLC.
6.2 Addendum to Memorandum of Understanding between Omicron
Technologies, Inc. and ViaSpace Technologies LLC.
6.3 Website sale and Internet Licence Agreement between
Omicron Technologies, Inc. and Global Interactive, Ltd.
6.4 Purchase of Assets Agreement between Kaleidoscope
International Ltd. And Omicron Technologies, Inc.
6.5 Software Development Agreement between Fairwind
Technologies Ltd. And Omicron Technologies, Inc.
6.6 deleted
6.7 Acknowledgement Agreement between Gary Robinson and
Omicron Technologies, Inc.
</TABLE>
35
<PAGE> 36
<TABLE>
<S> <C>
6.8 Acknowledgement Agreement between Sterling Klein and
Omicron Technologies Inc.
6.9 Share Exchange Agreement between DynCom Inc. and Omicron
Technologies, Inc.
6.10 Merger Agreement by and among Omicron Technologies,
Inc., Interactive Radio Corporation, ViaSpace Radio,
Inc., ViaSpace Technologies LLC, Gary Noreen, and Radio
Satellite Corporation.
6.11 Share Purchase Agreement between Sak- winder Narwal and
Omicron Technologies, Inc.
6.12 Common Stock Purchase Warrant between Omicron
Technologies, Inc. and Sakwinder Narwal
6.13 Common Stock Warrants Agreement (Sample)
6.14 List of persons who purchased stock
27 Financial Data Schedule
</TABLE>
36
<PAGE> 37
SIGNATURES
In accordance with Section 12 of the Securities and Exchange Act of 1934, the
Issuer caused this registration statement to be signed on its behalf by the
undersigned, thereunto duly authorized.
OMICRON TECHNOLOGIES, INC.
DATED: February 18, 2000 By: /s/ David Naylor
--------------------------------
David Naylor
Secretary & Treasurer
37
<PAGE> 38
EXHIBIT INDEX
<TABLE>
<CAPTION>
EXHIBIT NO. DESCRIPTION
- ---------- -----------
<S> <C>
2 CHARTER AND BY-LAWS
2.1 Articles of Incorporation of Omicron Technologies,
Inc. (formerly All-Nations Catering Inc.)
2.2 Articles of Amendment to the Articles of Incorporation
of Omicron Technologies, Inc. dated May 11, 1998
2.3 Articles of Amendment to the Articles of Incorporation
of Omicron Technologies, Inc. dated June 26, 1998
2.4 By-Laws of Omicron Technologies, Inc.
2.5 Articles of Incorporation of Cyber-Web Systems Inc.
2.6 Articles of Incorporation of Interactive Radio
Corporation (formerly Ursat Communications, Inc.)
</TABLE>
<PAGE> 39
EXHIBIT INDEX
<TABLE>
<CAPTION>
EXHIBIT NO. DESCRIPTION
- ---------- -----------
<S> <C>
2.7 Certificate of Amendment of Articles of Incorporation of
Interactive Radio Corporation
2.8 By-Laws of Interactive Radio Corporation (formerly Ursat
Communications, Inc.)
3 - NONE INSTRUMENTS DEFINING THE RIGHTS OF SECURITY HOLDERS
5 - NONE VOTING TRUST AGREEMENTS
6 MATERIAL CONTRACTS
6.1 Memorandum Of Understanding between Omicron
Technologies, Inc and ViaSpace Technologies LLC.
6.2 Addendum to Memorandum of Understanding between Omicron
Technologies, Inc. and ViaSpace Technologies LLC.
6.3 Website sale and Internet Licence Agreement between
Omicron Technologies, Inc. and Global Interactive, Ltd.
6.4 Purchase of Assets Agreement between Kaleidoscope
International Ltd. And Omicron Technologies, Inc.
6.5 Software Development Agreement between Fairwind
Technologies Ltd. And Omicron Technologies, Inc.
6.6 deleted
6.7 Acknowledgement Agreement between Gary Robinson and
Omicron Technologies, Inc.
</TABLE>
<PAGE> 40
EXHIBIT INDEX
<TABLE>
<CAPTION>
EXHIBIT NO. DESCRIPTION
- ---------- -----------
<S> <C>
6.8 Acknowledgement Agreement between Sterling Klein and
Omicron Technologies Inc.
6.9 Share Exchange Agreement between DynCom Inc. and Omicron
Technologies, Inc.
6.10 Merger Agreement by and among Omicron Technologies,
Inc., Interactive Radio Corporation, ViaSpace Radio,
Inc., ViaSpace Technologies LLC, Gary Noreen, and Radio
Satellite Corporation.
6.11 Share Purchase Agreement between Sak- winder Narwal and
Omicron Technologies, Inc.
6.12 Common Stock Purchase Warrant between Omicron
Technologies, Inc. and Sakwinder Narwal
6.13 Common Stock Warrants Agreement (Sample)
6.14 List of persons who purchased stock
27 Financial Data Schedule
</TABLE>
