<PAGE> 1
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Amendment No. 2
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.
----------------------------------------------
(Name of Small Business Issuer in its Charter)
FLORIDA 65-0032447
------------------------------- ------------------------------------
(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)
114 W. Magnolia St. Ste 400-128, Bellingham, Washington 98225
- --------------------------------------------------------- ----------
(Address of Principal Executive Offices) (Zip Code)
877-903-2288
Securities registered under Section 12(b) of the Exchange Act:
<TABLE>
<CAPTION>
Title of Each Class Name of Each Exchange on Which
to be so Registered Each Class is to be Registered
- ------------------- ------------------------------
<S> <C>
n/a n/a
</TABLE>
Securities registered under Section 12(g) of the Exchange Act:
Common Equity, Par Value $ .001
-------------------------------
(Title of Class)
1
<PAGE> 2
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: March 8, 2000 By: /s/ David Naylor
--------------------------------
David Naylor
Secretary & Treasurer
37
<PAGE> 3
FINANCIAL STATEMENTS
NO: DESCRIPTION
FS-1 Omicron Technologies, Inc. Financial
Statements Year Ended December 31, 1998
FS-2 Deleted
FS-3 Omicron Technologies, Inc.
Non-Consolidated Financial Statements
Eleven Months Ended November 30, 1999.
33
<PAGE> 4
OMICRON TECHNOLOGIES, INC.
(A DEVELOPMENT STAGE COMPANY)
UNAUDITED INTERIM NON-CONSOLIDATED
FINANCIAL STATEMENTS
NOVEMBER 30, 1999
<PAGE> 5
OMICRON TECHNOLOGIES, INC.
(A DEVELOPMENT STAGE COMPANY)
NON-CONSOLIDATED INTERIM BALANCE SHEET
AS AT NOVEMBER 30, 1999
(UNAUDITED)
================================================================================
<TABLE>
<CAPTION>
ASSETS
<S> <C>
CURRENT
Cash and cash equivalents $ 3,535,888
Deposit on purchase of option(Note 4) 750,000
------------
4,285,888
------------
INVESTMENTS
Investment in and advances to wholly-owned subsidiaries(Note 5) 16,375,688
Investments and advances - other(Note 5) 634,000
------------
17,009,688
------------
CAPITAL - AT COST
Demonstration equipment 12,650
Computer equipment 30,488
Computer software 20,000
------------
63,138
------------
OTHER - AT COST
Internet and website licenses(Note 5) 345,788
Software development(Note 5) 132,762
------------
478,550
------------
$ 21,837,264
------------
</TABLE>
<PAGE> 6
OMICRON TECHNOLOGIES, INC.
(A DEVELOPMENT STAGE COMPANY)
NON-CONSOLIDATED INTERIM BALANCE SHEET
AS AT NOVEMBER 30, 1999
(UNAUDITED)
================================================================================
<TABLE>
<CAPTION>
LIABILITIES
<S> <C>
CURRENT
Accounts payable and accrued charges $ 63,754
Deposit on acquisition of website license(Note 7) 50,557
------------
114,311
LONG-TERM
Loans payable(Note 6) 386,552
------------
500,863
------------
STOCKHOLDERS' EQUITY(DEFICIT)
SHARE CAPITAL(Note 3)
50,000,000 common shares authorized, par value $ 0.001,
40,045,660 common shares issue 40,046
ADDITIONAL PAID-IN CAPITAL 26,103,481
DEFICIT (4,807,126)
------------
21,336,401
------------
$ 21,837,264
------------
</TABLE>
<PAGE> 7
OMICRON TECHNOLOGIES, INC.
(A DEVELOPMENT STAGE COMPANY)
NON-CONSOLIDATED INTERIM STATEMENT OF STOCKHOLDERS' EQUITY(DEFICIT)
FROM INCEPTION(FEBRUARY 2, 1988) TO NOVEMBER 30, 1999
(UNAUDITED)
================================================================================
<TABLE>
<CAPTION>
DEFICIT
ACCUMULATED
CAPITAL IN DURING THE
COMMON STOCK EXCESS OF DEVELOPMENT
SHARES AMOUNT PAR VALUE STAGE TOTALS
------------ ------------ ------------ ------------ ------------
<S> <C> <C> <C> <C> <C>
February 26, 1988 - issuance of stock
for cash 5,000 $ 5,000 $ -- $ -- $ 5,000
Net loss - February 2, 1988 to
December 31, 1997 -- -- -- (5,000) (5,000)
May 13, 1998 - changed par value from -- -- -- -- --
$ 1.00 to $ .001 -- (4,995) 4,995 -- --
May 13, 1998 - forward stock split, 200 to 1 995,000 995 (995) -- --
July 7, 1998 - private placement 23,000,000 23,000 -- -- 23,000
July 31, 1998 - private placement 70,000 70 349,930 -- 350,000
September 2, 1998 - private placement 50,000 50 249,950 -- 250,000
September 21, 1998 - private placement 50,000 50 274,950 -- 275,000
Net loss - year ended December 31, 1998 -- -- -- (1,574,584) (1,574,584)
------------ -------- ------------ ------------ ------------
Balance - December 31, 1998 24,170,000 24,170 878,830 (1,579,584) (676,584)
July 5, 1999 - Acquisition of Cyberweb 175,000 175 185,763 -- 185,938
July 16,1999 - Acquisition of Kaleidoscope 250,000 250 335,688 -- 335,938
October 1, 1999 - re referral fees 25,000 25 33,569 -- 33,594
October 1, 1999 - re Fairwind Technologies 14,460 14 33,388 -- 33,402
October 10, 1999 - private placement 212,000 212 218,788 -- 219,000
October 19, 1999 - DynCom acquisition 200,000 200 599,800 -- 600,000
October 19, 1999 - Interactive Radio --
acquisition 5,000,000 5,000 15,463,750 -- 15,468,750
October 22, 1999 - Reimbursement to --
Sterling Klein 1,241,500 1,241 2,450,163 -- 2,451,404
October 22, 1999 - Reimbursement to --
Gary Robinson 1,190,000 1,190 1,711,310 -- 1,712,500
October 27, 1999 - private placement 263,000 263 224,737 -- 225,000
November 24, 1999 - private placement 574,700 575 474,425 -- 475,000
November 29, 1999 - private placement 6,730,000 6,730 3,493,270 -- 3,500,000
Net loss - period ended November 30, 1999 -- -- -- (3,227,542) (3,227,542)
------------ -------- ------------ ------------ ------------
Balance - November 30, 1999 40,045,660 $ 40,045 $ 26,103,481 $ (4,807,126) $ 21,336,400
------------ -------- ------------ ------------ ------------
</TABLE>
<PAGE> 8
OMICRON TECHNOLOGIES, INC.
(A DEVELOPMENT STAGE COMPANY)
NON-CONSOLIDATED INTERIM STATEMENT OF EARNINGS
(UNAUDITED)
================================================================================
<TABLE>
<CAPTION>
FOR THE
ELEVEN MONTHS FEBRUARY 2, 1988
ENDED (INCEPTION) THRU
NOVEMBER 30, NOVEMBER 30,
1999 1999
------------- ----------------
<S> <C> <C>
REVENUE $ -- $ --
------------ ------------
EXPENSES
Consulting fees 1,484,043 1,562,393
Investor relations 978,215 1,045,215
Website costs 412,481 412,481
Management fees 110,000 175,000
Professional fees 78,104 109,565
Referral fees 33,594 1,283,594
Advertising and promotion 19,874 31,266
Office and general 17,232 21,003
Printing and reproduction 16,870 28,267
Travel 18,330 50,398
Financing costs 15,000 16,950
Telecommunications 14,313 17,457
Loan interest 9,286 10,919
Transfer agent fees 7,331 12,169
Postage and courier 6,384 10,287
Internet costs 3,884 10,061
Dues and fees 1,945 9,445
Bank service charges 656 656
------------ ------------
3,227,542 4,807,126
------------ ------------
NET LOSS FOR THE PERIOD (3,227,542) (4,807,126)
DEFICIT - BEGINNING OF PERIOD (1,579,584) --
------------ ------------
DEFICIT - END OF PERIOD $ (4,807,126) $ (4,807,126)
------------ ------------
Weighted Average Net Loss Per Share $ (0.13)
============
Weighted Average Number of Shares 25,408,261
============
</TABLE>
<PAGE> 9
OMICRON TECHNOLOGIES, INC.
(A DEVELOPMENT STAGE COMPANY)
NON-CONSOLIDATED INTERIM STATEMENT OF CASH FLOWS
FOR THE ELEVEN MONTHS ENDED NOVEMBER 30, 1999
(UNAUDITED)
================================================================================
<TABLE>
<S> <C>
CASH FLOWS FROM OPERATING ACTIVITIES
Net loss for the year $ (3,227,542)
Adjustments to reconcile net loss to net cash
used in operating activities
Stock issued for services 2,862,768
Changes in assets and liabilities
Increase (Decrease) in
Deposit on acquisition of website 50,557
Increase in accounts payable 19,735
------------
NET CASH USED IN OPERATING ACTIVITIES (294,482)
------------
CASH FLOWS FROM INVESTING ACTIVITIES
Purchase of internet and website licenses (345,788)
Software development costs (132,762)
Investment in and advances to non-consolidated subsidiaries (16,375,688)
Investments and advances - other (634,000)
Acquisition of demonstration equipment (12,650)
Acquisition of computer software (20,000)
Acquisition of computer equipment (15,070)
------------
NET CASH USED IN INVESTING ACTIVITIES (17,535,958)
------------
CASH FLOWS FROM FINANCING ACTIVITIES
Issuance of common stock 13,420
Loans payable (1,014,811)
Capital in excess of par value 22,364,339
------------
NET CASH PROVIDED BY FINANCING ACTIVITIES 21,362,948
------------
INCREASE(DECREASE) IN CASH 3,532,508
CASH AND CASH EQUIVALENTS- BEGINNING OF PERIOD 3,380
------------
CASH AND CASH EQUIVALENTS- END OF PERIOD $ 3,535,888
------------
</TABLE>
<PAGE> 10
OMICRON TECHNOLOGIES, INC.
(A DEVELOPMENT STAGE COMPANY)
NOTES TO NON-CONSOLIDATED INTERIM FINANCIAL STATEMENTS
AS AT NOVEMBER 30, 1999
(UNAUDITED)
- --------------------------------------------------------------------------------
1. HISTORY AND ORGANIZATION
The Company was incorporated on February 2, 1988, pursuant to the laws of
the State of Florida under the name of All Nations Catering, Inc.
On June 19, 1998 the Company changed its name to Omicron Technologies, Inc.
On May 20, 1998, the Company received clearance for an unpriced quotation on
the OTC Bulletin Board.
2. SUMMARY OF OPERATIONS AND SIGNIFICANT ACCOUNTING POLICIES
Omicron Technologies, Inc. together with its subsidiaries through acquisition
and software development are in the developing stages of production of
various products and services which include "APS" and "APS" Wireless
Technology and internet related services.
The APS technology is based on a new digital and wireless technology that
will be have wide industrial and residential use especially in connection
with digital cameras that will be available in security and surveillance type
applications.
The technology was developed through NASA's Jet Propulsion Laboratory which
was originally created for NASA's space program. The technology is an
electronic "eye" that utilizes amplified pixels or picture element in a
semiconductor chip. The new APS technology shadows the conventional
Charge-Coupled Device (CCD) sensor, which is currently used in all image
devices. Smaller than the CCD, with superior video imaging capabilities,
using approximately 100 times less power than CCD at about 1/5 of the cost,
the APS technology provides a unique opportunity for the miniaturization of a
full motion video camera down to the size of a microchip.
The Company will focus the use of its CMOS APS digital imaging technology
primarily in the new consumers products sector. These include products in the
car, camera, computer, hand-held devices, imaging devices, medicine and toy
industries.
Omicron's newest venture, MaXum Bingo purchased from Kaleidoscope
International Ltd. Will deliver to bingo players, live, dynamic access to
Bingo wagering via PC or WebTV. MaXum hosts a rich, dynamic graphic that will
provide players with a real sense of action and participation with no
software downloads. MaXum utilizes a sophisticated, robotic Java camera.
MaXum bingo players will have access to real and live interactive MaXum Bingo
from the actual bingo hall.
<PAGE> 11
OMICRON TECHNOLOGIES, INC.
(A DEVELOPMENT STAGE COMPANY)
NOTES TO NON-CONSOLIDATED INTERIM FINANCIAL STATEMENTS
AS AT NOVEMBER 30, 1999
(UNAUDITED)
- --------------------------------------------------------------------------------
2. SUMMARY OF OPERATIONS AND SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
The Company has also acquired the licence to use an internet site for the
Lucky Eight Casino, the Company's online casino website targeting Chinese
speaking communities worldwide. The site will also be available in Japanese
and Korean, as well as five other languages. Lucky Eight works in conjunction
with Asian web browsers and operating systems
The Company has also acquired in 1999 Cyberweb Systems, Inc. a private
company which specializes in Internet gaming software development. Cyberweb
has an extensive online contact directory for Asian individuals and
businesses. Cyberweb also hosts and designs Internet websites. Cyberweb has
also developed a new full-service financial information website developed by
Cyberweb. 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
parameter set by the user.
MANAGEMENT USE OF ESTIMATES
The preparation of financial statements in conformity with generally accepted
accounting principles requires management to make estimates and assumptions
that affect the certain reported amounts and disclosures. Accordingly, actual
results could differ from those estimates.
PROPERTY AND EQUIPMENT
Property and equipment is stated at cost. The cost of ordinary maintenance
and repairs are charges to operations while renewals and replacements are
capitalized. No depreciation has been taken in these financial statements
because of the fact that the Company is a development stage company and as
such has no revenues. It has been established that depreciation will commence
when the company has revenues to match such cost against.
PRODUCT DEVELOPMENT COSTS
Software development costs are required to be capitalized when a product's
technological feasibility has been established by completion of a working
model of the product and ending when a product is available for general
release to customers.
<PAGE> 12
OMICRON TECHNOLOGIES, INC.
(A DEVELOPMENT STAGE COMPANY)
NOTES TO NON-CONSOLIDATED INTERIM FINANCIAL STATEMENTS
AS AT NOVEMBER 30, 1999
(UNAUDITED)
- --------------------------------------------------------------------------------
2. SUMMARY OF OPERATIONS AND SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
INTERNAL-USE SOFTWARE
Effective January 1, 1999 the Company will adopt Statement of Position (SOP)
98-1, "Accounting for the Costs of Computer Software Developed or Obtained
for Internal Use." This standard requires certain direct development costs
associated with internal-use software to be to be capitalized including
external direct costs of material and services and payroll costs for
employees devoting time to the software projects. Costs incurred during the
preliminary project stage, as well as for maintenance and training are
expenses as incurred.
EARNINGS OR LOSS PER SHARE
Earnings or loss per share is calculated using the basic weighted averaged
number of common stock outstanding. Net loss per share - diluted is not
presented because the inclusion of common share equivalents would be
anti-dilutive.
INCOME TAXES
The Company has incurred certain operational losses in its development stage.
The tax benefit of such losses has not been reflected in these financial
statements until there is virtual certainty that such losses can be utilized
before they expire for income tax purposes.
FOREIGN CURRENCY TRANSLATION
The Company maintains its books and records in United States Dollars. Foreign
currency transactions are translated using the temporal method. Under this
method, all monetary items are translated into U.S. funds at the rate of
exchange prevailing at the balance sheet date. Non-Monetary items are
translated at historical rates. Transaction gains and losses are included in
the determination of earnings for the year.
BASIS OF PRESENTATION
For these interim financial statements the Company has accounted for its
interest in its wholly-owned subsidiaries at cost. At this time there has
been little or no significant activity in such subsidiaries as they have just
started operations over the last month.
<PAGE> 13
OMICRON TECHNOLOGIES, INC.
(A DEVELOPMENT STAGE COMPANY)
NOTES TO NON-CONSOLIDATED INTERIM FINANCIAL STATEMENTS
AS AT NOVEMBER 30,1999
(UNAUDITED)
- --------------------------------------------------------------------------------
2. SUMMARY OF OPERATIONS AND SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
CASH EQUIVALENTS
For purposes of the statement of cash flows, the Company considers all cash
and highly liquid debt instruments with an original maturity of three months
or less to be cash equivalents.
COMPENSATION FOR SERVICES RENDERED FOR STOCK
The Company issued shares for common stock in lieu of services rendered. The
costs of the services are valued according to the term of relative
agreements, market value on the date of obligation, or based on the
requirements of Form S-8, if applicable. The costs of such services has been
charged to operations to the various accounts in which such services are
categorized.
3. SHARE CAPITAL
(i) On February 26, 1988, the Company issued 5,000 shares of its $1.00 par
value common stock for services of $5,000.
(ii) On May 13, 1998, the company increased its authorized capital to
50,000,000 common shares and changed the par value to $0.001. 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.
(iii) On July 7, 1998 the Company 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.
(iv) On July 31, 1998 the Company 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.
(v) On September 2, 1998 the Company 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.
(vi) 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.
<PAGE> 14
OMICRON TECHNOLOGIES, INC.
(A DEVELOPMENT STAGE COMPANY)
NOTES TO NON-CONSOLIDATED INTERIM FINANCIAL STATEMENTS
AS AT NOVEMBER 30, 1999
(UNAUDITED)
- --------------------------------------------------------------------------------
3. SHARE CAPITAL (CONTINUED)
On January 29, 1999, the Company entered into an agreement with Pannstar
Lines of Las Vegas, Nevada, to sell 2,451,500 common shares from treasury at
a price of $4.65 per share for a total aggregate price of $11,399,475. Upon
completion of this offering the Company has agreed to pay a referral fee to
Sukhvinder Johal in the amount of 120,000 shares. This agreement is in effect
for one year and will become null and void if not completed.
On November 10, 1999, the Company entered into an agreement with one of its
senior officers for such officer to purchase 6,730,000 restricted common
shares for an aggregate consideration of $3,500,000. The agreement was
completed on November 29, 1999. Additionally the agreement called for share
purchase warrants of 6,730,000 shares at an exercise price of $ 0.52 per
share. The option to purchase such shares expires in November 2002.
4. DEPOSIT ON PURCHASE OF OPTION
The Company entered into an "Memorandum of Understanding" with a company,
ViaSpace Technologies LLC, a technology incubation company whose charter is
to develop and commercialize new high technologies on August 7, 1998.
ViaSpace has an option to acquire from Caltech the license for the "APS" and
"APS" (Active Pixel Sensor) Technology. Omicron and ViaSpace were to enter
into a joint venture to develop certain applications relating to the
technology. Omicron was to fund the development of the technology by ViaSpace
at an at an estimated cost of $3,750,000. Omicron had advanced a total of
$750,000 in connection with the funds necessary to develop such applications.
The Company is now in negotiations with ViaSpace with a view to purchasing
100% of the licence. ViaSpace also owns certain proprietary rights to other
related technologies to which Omicron would like to obtain. The value of such
an acquisition cannot be determined at this time as negotiations are still
continuing.
5. INVESTMENTS
CYBERWEB SYSTEMS INC.
On July 5, 1999, the Company acquired all the outstanding shares of Cyberweb
Systems Inc. a private Canadian company which carries on the business of
developing computer software, hosting and designing websites and providing
computer consulting to other firms. The purchase price of the acquisition was
175,000 shares of 144 common stock of Omicron or $185,938.
<PAGE> 15
OMICRON TECHNOLOGIES, INC.
(A DEVELOPMENT STAGE COMPANY)
NOTES TO NON-CONSOLIDATED INTERIM FINANCIAL STATEMENTS
AS AT NOVEMBER 30, 1999
(UNAUDITED)
- --------------------------------------------------------------------------------
5. INVESTMENTS (CONTINUED)
KALEIDOSCOPE INTERNATIONAL LTD.
On July 16,1999, the Company acquired all the assets of Kaleidoscope
International Ltd., a Belize Corporation consisting of the following:
a) Three Universal Resource Locators;
b) Sony Digital Camera and cabling;
c) Demonstration drivers for Java Camera;
d) MaXuM Bingo html development software and design; and
e) A 300 MH Celeron computer.
The Company exchanged 250,000 shares of restricted 144 stock for the
acquisition. Thus the purchase price in equivalent dollars was $335,938.
GLOBAL INTERACTIVE, LTD.
On June 4,1999 the Company entered into a licencing agreement with Global
Interactive Ltd., a Nevis Corporation on a non-exclusive basis to purchase an
Internet website which will direct Internet gainers to a Casino giving the
Company the right to process such customer activities through the Casino. The
Company has paid an initial licencing fee of $45,000 which is
non-refundable. The term of the licence is for 3 years and is automatically
renewed annually indefinitely.
Remuneration to the Licensor is as follows on a monthly basis, based on the
net revenue less all applicable fees:
<TABLE>
<S> <C> <C>
a) up to $500,000 35%
b) $500,000 to $1,000,000 30%
c) over $1,000,000 25%
</TABLE>
<PAGE> 16
OMICRON TECHNOLOGIES, INC.
(A DEVELOPMENT STAGE COMPANY)
NOTES TO NON-CONSOLIDATED INTERIM FINANCIAL STATEMENTS
AS AT NOVEMBER 30, 1999
(UNAUDITED)
- --------------------------------------------------------------------------------
5. INVESTMENTS (CONTINUED)
FAIRWIND TECHNOLOGIES LTD.
On September 17, 1999, the Company 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 Omicron 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 the playing
of games as follows:
a) single player game with server: video poker, slot machine, black jack,
roulette, and craps;
b) multi-user game with server: black jack, roulette; and
c) 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 Company has agreed to pay Fairwind Technologies Ltd., a total of $548,000
in Canadian funds both in cash and in free trading shares based on the
completion of the development of the Products.
The acquisition price shall be paid as follows:
a) $411,000 Canadian by way of monies; and
b) $137,000 Canadian by way of issuance of Omicron free trading stock.
<PAGE> 17
OMICRON TECHNOLOGIES, INC.
(A DEVELOPMENT STAGE COMPANY)
NOTES TO NON-CONSOLIDATED INTERIM FINANCIAL STATEMENTS
AS AT NOVEMBER 30, 1999
(UNAUDITED)
- --------------------------------------------------------------------------------
5. INVESTMENTS (CONTINUED)
FAIRWIND TECHNOLOGIES LTD. (CONTINUED)
The payment schedule for the above is as follows:
a) $123,300 Canadian shall be paid within 3 days of execution of the
Agreement and delivery of 12,050 shares of free trading stock, and an
option to acquire 6,025 shares at the option price of U.S. $2.31 within
30 days.
b) 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.
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 trading days immediately prior to the date of acceptance of
the Products.
If for some reason Omicron cannot deliver free trading stock, then Omicron
may deliver to Fairwind restricted stock whose restriction for conversion
cannot be greater 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.
INVESTMENT IN DYNCOM INC.
On October 19, 1999, the company completed the acquisition of approximately
15% of a Company called DynCom Inc., a Colorado corporation. The Company
purchased 600,000 shares of DynCom Inc. for 200,000 shares of restricted 144
common stock at a price of $3.00 per share for a total consideration of
$600,000 US. Additionally the Company received stock warrants totaling
600,000 exercisable at $1.00 per share.
DynCom Inc. is a company in the business of combining smart device,
biometric, proprietary, and internet/Intranet technologies into effective and
efficient e-solutions, e-applications and e-products.
ACQUISITION OF VIASPACE RADIO, INC. AND RADIO SATELLITE CORPORATION
In October 1999, the Company completed the acquisition of ViaSpace Radio,
Inc. and Radio Satellite Corporation. Both ViaSpace and Radio were merged
into one company called Interactive Radio Corporation. Omicron paid a total
of 5,000,000 shares of restricted 144 common stock to the shareholders for a
total consideration of $15,468,750.
<PAGE> 18
OMICRON TECHNOLOGIES, INC.
(A DEVELOPMENT STAGE COMPANY)
NOTES TO NON-CONSOLIDATED INTERIM FINANCIAL STATEMENTS
AS AT NOVEMBER 30, 1999
(UNAUDITED)
- -------------------------------------------------------------------------------
5. INVESTMENTS (CONTINUED)
ACQUISITION OF VIASPACE RADIO, INC. AND RADIO SATELLITE
CORPORATION (CONTINUED)
Radio Satellite Corporation owns three patents which combine navigation,
broadcast and two-way communication services to provide mobile users with
e-commerce, e-mail, digital quality music, travel, security, global
positioning and gaming at a relatively low cost. The initial marketing will
be on the automotive, trucking and recreational vehicle markets
Summary of Investment and Advances in Wholly-Owned Subsidiaries:
<TABLE>
<CAPTION>
Investment Advances
------------- -------------
<S> <C> <C>
Interactive Radio Corporation $ 15,468,750 $ 435,000
Cyberweb Systems Inc. 185,938 286,000
Summary of Investments and Advances - Other
</TABLE>
<TABLE>
<CAPTION>
Investment Advances
------------- -------------
<S> <C> <C>
Dyncom, Inc.(13%) $ 600,000 $ --
Fairwind Technologies Ltd. 34,000
</TABLE>
6. LOANS PAYABLE
Advances from related parties bear interest(except as noted below) at the
rate of 8% per annum compounded annually, are unsecured and have no fixed
terms of repayment.
Summary of loans payable:
<TABLE>
<S> <C>
Loan - SIU Corporation $ 51,333
Loan - Gary Robinson(non- interest bearing) 40,000
Loan - Gemini Trading 294,920
--------
$386,253
========
</TABLE>
<PAGE> 19
OMICRON TECHNOLOGIES, INC.
(A DEVELOPMENT STAGE COMPANY)
NOTES TO NON-CONSOLIDATED INTERIM FINANCIAL STATEMENTS
AS AT NOVEMBER 30, 1999
(UNAUDITED)
- --------------------------------------------------------------------------------
7. SALE OF SUB-LICENCES
On September 15, 1999, the Company through its wholly-owned subsidiary MaXum
Entertainment Ltd., a Belize Corporation, sold 4 sublicence agreements in
connection with its internet gaming for a total purchase price of $1,200,000
of which a deposit of $50,557. The balance of the monies are due when the
internet gaming site becomes operational which is expected to be sometime in
April or May of 2000.
8. DEVELOPMENT STAGE COMPANY
The Company has not earned significant revenue from planned principal
operations. Accordingly, the Company's activities have been accounted for as
those of a "Development Stage Enterprise" as set forth in Financial
Accounting Standards Board Statement No. 7 ("SFAS 7"). Among the disclosures
required by SFAS 7 are that the Company's financial statements be identified
as those of a development stage company, and that the statements of
operations, stockholders' equity(deficit) and cash flows disclose activity
since the date of the Company's inception.
9. ADDITIONAL FINANCING
FINANCING AGREEMENT - ORIENT STAR FINANCE LTD.
On October 5, 1999 the Company completed a financing agreement with
Orientstar Finance Ltd. The total amount to be received under this agreement
is $1,000,000 in four equal installments of $250,000 each. The agreement
was completed in conjunction with Rule 504 Regulation D of the Securities Act
which allows the company to issue free trading stock in exchange for cash.
The first two installments are exchanged for shares at 65% of the closing bid
on the day the funds are escrowed while the third and fourth installments are
exchanged for stock at 70% of the closing bid the day the funds are escrowed.
Total commissions in connection with the transaction are 10% and are deducted
from each installment.
10. EXECUTIVE COMPENSATION
On June 15, 1998 the Company entered into a consulting agreement with SIU
Financial Corporation, a company owned by Sak Narwal, the CFO of the Company
to provide services to the Company at the rate of $120,000 per year or
$10,000 per month. The monthly amount charged includes rental of offices,
telephone, computer and other related costs paid by SIU on behalf of Omicron.
In the event that the Company is unable to pay for such services as outlined
above monthly, SIU has agreed to treat such monies as a loan and such loan
shall bear interest at the rate of 8% per annum compounded on an annual basis
at December 31.
<PAGE> 20
OMICRON TECHNOLOGIES, INC.
(A DEVELOPMENT STAGE COMPANY)
NOTES TO NON-CONSOLIDATED INTERIM FINANCIAL STATEMENTS
AS AT NOVEMBER 30,1999
(UNAUDITED)
- --------------------------------------------------------------------------------
11. GOING CONCERN
The Company is a development stage company, as described in Note 8 above, and
as such is dependent upon its ability to raise capital through private and
public funding. In view of these matters, realization of a major portion of
the assets in the accompanying balance sheet is dependent upon continued
operations of the Company, which in turn is dependent upon the Company's
ability to meet its financial requirements, and the success of its future
operations. Management believes that actions presently being taken to revise
the Company's operating and financial requirements provide the opportunity
for the Company to continue as a going concern.
12. SUBSEQUENT EVENTS
The Company is about to file effective December 2, 1999, Articles of
Amendment to increase the authorized share capital to 125,000,000 common
shares in order to accommodate future equity investments.
<PAGE> 21
OMICRON TECHNOLOGIES, INC.
(A Development Stage Company)
Financial Statements
Year Ended December 31, 1998
<PAGE> 22
[MICHAEL JOHNSON & CO., LLC LETTERHEAD]
INDEPENDENT AUDITOR'S REPORT
To the Board of Directors
Omicron Technologies, Inc.
Denver, Colorado
We have audited the accompanying balance sheet of Omicron Technologies, Inc. (A
Development Stage Company) as of December 31, 1998, and the related statements
of operations, cash flows, and changes in stockholders' equity for the period
February 2, 1988 (inception), through December 31, 1998, and the year ended
December 31, 1998. These financial statements are the responsibility of the
Company's management. Our responsibility is to express an opinion on these
financial statements based on our audit.
We conducted our audit in accordance with generally accepted auditing standards.
Those standards require that we plan and perform the audits to obtain reasonable
assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation.
We believe that our audit provides a reasonable basis for our opinion.
In our opinion, the financial statements referred to above present fairly, in
all material respects, the financial position of Omicron Technologies, Inc. at
December 31, 1998, and the results of their operations and their cash flows for
the period, February 2, 1988 (inception) through December 31, 1998 and the year
ended December 31, 1998, in conformity with generally accepted accounting
principles.
The accompanying financial statements have been prepared assuming that the
Company will continue as a going concern. As described in Note 1 to the
financial statements, the Company is in the development stage, conditions exist
which raise substantial doubt about the Company's ability to continue as a going
concern unless it is able to generate sufficient cash flows to meet its
obligations and sustain its operations. The Company lost $1,572,584 from
operations in the year ended December 31, 1998. The financial statements do not
include any adjustments that might result from the outcome of this uncertainty.
/s/ MICHAEL JOHNSON & CO LLC
Denver, Colorado
February 23, 2000
<PAGE> 23
OMICRON TECHNOLOGIES, INC.
(A DEVELOPMENT STAGE COMPANY)
BALANCE SHEETS
DECEMBER 31
<TABLE>
<CAPTION>
1998 1997
----------- -----------
<S> <C> <C>
ASSETS:
CURRENT ASSETS:
Cash $ 3,380 $ --
----------- -----------
3,380 --
Fixed Assets - Office equipment 15,418 --
----------- -----------
Other Assets - 750,000 --
----------- -----------
TOTAL ASSETS $ 768,798 $ --
=========== ===========
LIABILITIES AND STOCKHOLDERS' EQUITY:
CURRENT LIABILITIES:
Accounts Payable $ 44,019 $ --
Accrued Expenses 66,633 --
Notes Payable - current portion -- --
----------- -----------
Total Current Liabilities 110,652 --
Long-Term Debt 1,334,730 --
----------- -----------
TOTAL LIABILITIES 1,445,382 --
----------- -----------
STOCKHOLDERS' EQUITY (DEFICIT):
Common stock, $.001 par value, 50,000,000
shares authorized, 24,170,000 and 5,000 shares
issued and outstanding, respectively 24,170 5,000
Additional paid-in capital 878,830 --
Deficit accumulated during the development stage (1,579,584) (5,000)
----------- -----------
TOTAL STOCKHOLDERS' EQUITY (DEFICIT) (676,584) --
----------- -----------
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY $ 768,798 $ --
=========== ===========
</TABLE>
The accompanying notes are an integral part of these financial statements.
-2-
<PAGE> 24
OMICRON TECHNOLOGIES, INC.
(A DEVELOPMENT STAGE COMPANY)
STATEMENTS OF OPERATIONS
<TABLE>
<CAPTION>
For the For the February 2, 1988
Year Ended Year Ended (Inception) thru
December 31, December 31, December 31,
1998 1997 1998
------------ ------------ ----------------
<S> <C> <C> <C>
REVENUES: $ -- $ -- $ --
OPERATING EXPENSES:
Referral fee 1,250,000 -- 1,250,000
Consulting fees 73,350 78,350
Investor relations 67,000 -- 67,000
Management fees 65,000 -- 65,000
Travel 32,068 -- 32,068
Legal and accounting fees 31,461 -- 31,461
Printing and reproduction 11,397 -- 11,397
Advertising and promotion 11,392 -- 11,392
Dues and fees 7,500 -- 7,500
Internet costs 6,177 -- 6,177
Transfer agent fees 4,838 -- 4,838
Postage and courier 3,903 -- 3,903
Telecommunications 3,144 -- 3,144
Financing costs 1,950 -- 1,950
Office and general 3,771 -- 3,771
Loan interest 1,633 -- 1,633
------------ ------------ ------------
Total Operating Expenses 1,574,584 -- 1,579,584
------------ ------------ ------------
NET LOSS FROM OPERATIONS $ (1,574,584) $ -- $ (1,579,584)
============ ============ ============
Weighted average number of shares outstanding 11,983,334 5,000
Net Loss Per Share $ 0.13 $ --
============ ============
</TABLE>
The accompanying notes are an integral part of these financial statements.
-3-
<PAGE> 25
OMICRON TECHNOLOGIES, INC.
(A DEVELOPMENT STAGE COMPANY)
STATEMENTS OF STOCKHOLDERS' EQUITY (DEFICIT)
<TABLE>
<CAPTION>
Deficit
Accumulated
Common Stock Additional During the
------------------------- Paid-In Development
Shares Amount Capital Stage Totals
----------- ----------- ----------- ----------- -----------
<S> <C> <C> <C> <C> <C>
Balance - February 2, 1988 -- $ -- $ -- $ -- $ --
Stock issued for cash - February 26, 1988 5,000 5,000 -- -- 5,000
Net loss -- -- -- (5,000) (5,000)
----------- ----------- ----------- ----------- -----------
Balance - December 31, 1988 5,000 5,000 -- (5,000) --
----------- ----------- ----------- ----------- -----------
----------- ----------- ----------- ----------- -----------
Balance - December 31, 1989 5,000 5,000 -- (5,000) --
----------- ----------- ----------- ----------- -----------
Balance - December 31, 1990 5,000 5,000 -- (5,000) --
----------- ----------- ----------- ----------- -----------
Balance - December 31, 1991 5,000 5,000 -- (5,000) --
----------- ----------- ----------- ----------- -----------
Balance - December 31, 1992 5,000 5,000 -- (5,000) --
----------- ----------- ----------- ----------- -----------
Balance - December 31, 1993 5,000 5,000 -- (5,000) --
----------- ----------- ----------- ----------- -----------
Balance - December 31, 1994 5,000 5,000 -- (5,000) --
----------- ----------- ----------- ----------- -----------
Balance - December 31, 1995 5,000 5,000 -- (5,000) --
----------- ----------- ----------- ----------- -----------
Balance - December 31, 1996 5,000 5,000 -- (5,000) --
----------- ----------- ----------- ----------- -----------
Balance - December 31, 1997 5,000 5,000 -- (5,000) --
----------- ----------- ----------- ----------- -----------
Changed par value from $1.00 to $.001
- May 13, 1998 -- (4,995) 4,995 -- --
Forward stock split - 200 to 1 - May 13, 1998 995,000 995 (995) -- --
Private placement - July 7, 1998 23,000,000 23,000 -- -- 23,000
Private placement - July 31, 1998 70,000 70 349,930 -- 350,000
Private placement - September 2, 1998 50,000 50 249,950 -- 250,000
Private placement - September 21, 1998 50,000 50 274,950 -- 275,000
Net loss for year -- -- -- (1,574,584) (1,574,584)
----------- ----------- ----------- ----------- -----------
Balance - December 31, 1998 24,170,000 24,170 878,830 (1,579,584) (676,584)
=========== =========== =========== =========== ===========
</TABLE>
The accompanying notes are an integral part of these financial statements.
-4-
<PAGE> 26
OMICRON TECHNOLOGIES, INC.
(A DEVELOPMENT STAGE COMPANY)
STATEMENTS OF CASH FLOWS
Indirect Method
<TABLE>
<CAPTION>
For the For the February 2, 1988
Year Ended Year Ended (Inception) thru
December 31, December 31, December 31,
1998 1997 1998
---------------- ---------------- ----------------
<S> <C> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
Net (Loss) $ (1,574,584) $ -- $ (1,579,584)
Adjustments to reconcile net loss to net cash
used in operating activities
Stock issued for services 1,334,730 -- 1,334,730
Changes in assets and liabilities:
Increase (Decrease) in
Accounts Payables 44,019 -- 44,019
Accrued Expenses 66,633 -- 66,633
---------------- ---------------- ----------------
110,652 -- 110,652
---------------- ---------------- ----------------
Net Cash Used in Operating Activities (129,202) -- (134,202)
---------------- ---------------- ----------------
CASH FLOW FROM INVESTING ACTIVITIES:
Deposit on purchase of option (750,000) -- (750,000)
Purchase of equipment (15,418) -- (15,418)
---------------- ---------------- ----------------
Net Cash Used in Investing Activities (765,418) -- (765,418)
---------------- ---------------- ----------------
CASH FLOW FROM FINANCING ACTIVITIES:
Issuance of Common Stock 898,000 -- 903,000
---------------- ---------------- ----------------
Net Cash Provided by Financing Activities 898,000 -- 903,000
---------------- ---------------- ----------------
INCREASE (DECREASE) IN CASH 3,380 -- 3,380
CASH AND CASH EQUIVALENTS - BEGINNING OF PERIOD -- -- --
---------------- ---------------- ----------------
CASH AND CASH EQUIVALENTS - END OF PERIOD $ 3,380 $ -- $ 3,380
================ ================ ================
Supplemental Information:
Interest paid $ -- $ -- $ --
================ ================ ================
Taxes paid $ -- $ -- $ --
================ ================ ================
</TABLE>
The accompanying notes are an integral part of these financial statements.
-5-
<PAGE> 27
OMICRON TECHNOLOGIES, INC.
(A DEVELOPMENT STAGE COMPANY)
NOTES TO FINANCIAL STATEMENTS
DECEMBER 31, 1998
NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES:
ORGANIZATION
Omicron Technologies, Inc. (the "Company") was incorporated on February
2, 1988, pursuant to the laws of the State of Florida under the name of
All Nations Catering, Inc. On June 19, 1988, the Company changed its
name to Omicron Technologies, Inc. The Company is in the development
stages of production of various products and services which
include "APS" (active pixel sensor) and "APS wireless technology and
Internet related services. The APS technology is based on a new digital
and wireless technology that will have wide industrial and residential
use in connection with digital cameras that will be available in
security and surveillance type applications.
BASIS OF ACCOUNTING:
DEVELOPMENT STAGE COMPANY
The Company has not earned significant revenue from planned principal
operations. Accordingly, the Company's activities have been accounted
for as those of a "Development Stage Enterprise" as set forth in
Financial Accounting Standards Board Statement No. 7 ("SFAS 7"). Among
the disclosures required by SFAS 7 are that the Company's financial
statements be identified as those of a development stage company, and
that the statements of operation, stockholders' equity (deficit) and
cash flows disclose activity since the date of the Company's inception.
The accompanying financial statements have been prepared on the accrual
basis of accounting in accordance with generally accepted accounting
principles.
The Company's fiscal year end is December 31.
USE OF ESTIMATES:
The preparation of financial statements in conformity with generally
accepted accounting principles requires management to make estimates
and assumptions that affect certain reported amounts and disclosures.
Accordingly, actual results could differ from those estimates.
CASH AND CASH EQUIVALENTS
For purposes of the statement of cash flows, the Company considered all
cash and other highly liquid investments with initial maturities of
three months or less to be cash equivalents.
INCOME TAXES
The Company has made no provision for income taxes because there have
been no operations to date causing income for financial statements or
tax purposes. The Company had net operating loss carryforwards of
approximately $1,579,584 for financial statements and tax purposes,
which begin to expire in 2003.
-6-
<PAGE> 28
OMICRON TECHNOLOGIES, INC.
(A DEVELOPMENT STAGE COMPANY)
NOTES TO FINANCIAL STATEMENTS
DECEMBER 31, 1998
NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES: (CONTINUED)
EARNING (LOSS) PER SHARE
Earnings (loss) per share is calculated using the basic weighted
average number of common stock outstanding. Net loss per share -
diluted is not presented because the inclusion of common share
equivalents would be anti-dilutive.
PROPERTY AND EQUIPMENT
Property and equipment is stated at cost. The cost of ordinary
maintenance and repairs is charges to operations while renewals and
replacements are capitalized. No depreciation has been taken in these
financial statements.
NOTE 2 - DEPOSIT ON PURCHASE OF OPTION:
The Company entered into an "Memorandum of Understanding" with a
company, ViaSpace Technologies, LLC., a technology incubation company
whose charter is to develop and commercialize new high technologies on
August 7, 1998. ViaSpace has an option to acquire from Caltech, the
license for the "APS" (Active Pixel Sensor) technology. Omicron and
ViaSpace were to enter into a joint venture to develop certain
applications relating to the technology. Omicron was to fund the
development of the technology by ViaSpace at an estimated cost of
$3,750,000. As of December 31, 1998, the Company had advanced $750,000
in funds necessary to develop such applications.
The Company is in negotiations with ViaSpace to purchase 100% of the
license. ViaSpace also owns certain proprietary rights to other related
technologies which the Company would like to obtain. The value of such
an acquisition cannot be determined at this time as negotiations are
still continuing.
NOTE 3 - CAPITAL STOCK TRANSACTIONS:
In 1998, the Company's Board of Directors and shareholders approved the
following capital stock transactions:
1) On May 13, 1998, the Company increased its authorized capital
to 50,000,000 common shares from 7,500 common shares and
changed the par value to $.001 from $1.00. In addition, the
existing and outstanding stock was exchanged at the rate of
200 to 1 for new share issued.
2) On July 7, 1998, the Company closed a private placement and
issued a total of 23,000,000 common shares at a price of $.001
per share
3) On July 31, 1998, the Company closed an additional private
placement and issued a total of 70,000 common shares at a
price of $5.00 per share.
4) On September 21, 1998, the Company closed a third private
placement and issued a total of 50,000 common shares at a
price of $5.00 per share.
5) On September 21, 1998, the Company closed a fourth private
placement and issued a total of 50,000 shares at a price of
$5.50 per share.
-7-
<PAGE> 29
OMICRON TECHNOLOGIES, INC.
(A DEVELOPMENT STAGE COMPANY)
NOTES TO FINANCIAL STATEMENTS
DECEMBER 31, 1998
NOTE 4 - LOANS PAYABLE:
Following is a summary of long-term debt at December 31, 1998:
<TABLE>
<S> <C>
Note Payable to shareholder, 0% interest, unsecured, due on demand $1,237,500
Note Payable to shareholder, 0% interest, unsecured, due on demand 77,250
Note Payable to shareholder, 8% interest, unsecured, due on demand 19,980
----------
$1,334,730
==========
</TABLE>
NOTE 5 - REFERRAL FEE:
In August 1998, a referral fee of 1,000,000 shares of common stock
valued at $1.25 per share was paid to consultant in connection with the
option purchase of ViaSpace Technologies, LLC.
NOTE 6 - RELATED PARTY TRANSACTIONS:
EXECUTIVE COMPENSATION
On June 15, 1998, the Company entered into a consulting agreement with
SIU Financial Corporation, a company owned by Sak Narwal, the CFO of
the Company to provide services to the Company at the rate of $120,000
per year. The monthly amount charged includes rental of office,
telephone, computer and other related costs paid by SIU on behalf of
the Company. In the event that the Company is unable to pay for such
services as outlined above, SIU has agreed to treat such monies as a
loan and such loan shall bear interest at the rate of 8% per annum
compounded on an annual basis at December 31.
NOTE 7 GOING CONCERN
The Company is a development state company, and as such is dependent
upon its ability to raise capital through private and public funding.
In view of these matters, realization of a major portion of the assets
in the accompanying balance sheet is dependent upon continued
operations of the Company, which in turn is dependent upon the
Company's ability to meet its financial requirements, and the success
of its future operations. Management believes that actions presently
being taken to revise the Company's operating and financial
requirements provide the opportunity for the Company to continue as a
going concern.
NOTE 8 - SUBSEQUENT EVENTS:
CYBERWEB SYSTEMS, INC.
On July 5, 1999, the Company acquired all the outstanding shares of
Cyberweb Systems, Inc., a private Canadian company, which specializes
in the business of developing computer software, hosting, and designing
websites, and providing computer consulting to other firms. The
purchase price of the acquisition was 175,000 shares of 144 common
stock of the Company which management valued at $185,938.
-8-
<PAGE> 30
OMICRON TECHNOLOGIES, INC.
(A DEVELOPMENT STAGE COMPANY)
NOTES TO FINANCIAL STATEMENTS
DECEMBER 31, 1998
NOTE 8 - SUBSEQUENT EVENTS: (CONTINUED)
KALEIDOSCOPE INTERNATIONAL LTD.
On July 16, 1999, the Company acquired all the outstanding assets of
Kaleidoscope International Ltd., a Belize Corporation, which
specializes in the business of developing computer software. The
Company exchanged 250,000 shares of restricted 144 common stock of the
Company which management valued at $335,938.
GLOBAL INTERACTIVE, LTD.
On June 4, 1999, the Company entered into a licensing agreement with
Global Interactive Ltd., a Nevis Corporation, on a non-exclusive basis
to purchase an Internet website which will direct Internet gainers to a
casino giving the Company the right to process such customer activities
through the Casino. The Company has paid an initial non-refundable
licensing fee of $45,000. The term of the license is (3) three years
and is automatically renewed annually.
Remuneration to the Licensor is as follows on a monthly basis, based on
the net revenue less all applicable fees:
<TABLE>
<S> <C>
a) up to $500,000 35%
B) $500,000 to $1,000,000 30%
c) over $1,000,000 25%
</TABLE>
INVESTMENT IN DYNCOM., INC.
On October 19, 1999, the Company acquired approximately 15% of
DynCom.Inc, a Colorado corporation, which is in the business of
combining smart device, biometric, proprietary, and Internet/intranet
technologies into effective and efficient e-solutions, e-application,
and e-products. The Company purchased 600,000 shares of DynCom, Inc.
for 200,000 shares of restricted 144 common stock which management
valued at $600,000. Additionally, the Company received stock warrants
from DynCom, Inc. of 600,000, exercisable at $1.00 per share.
ACQUISITION OF VIASPACE RADIO, INC. AND RADIO SATELLITE CORPORATION
In October 1999, the Company completed the acquisition of ViaSpace
Radio, Inc. and Radio Satellite Corporation. Both ViaSpace and Radio
Satellite Corporation were merged into one company called Interactive
Radio Corporation. The Company paid a total of 5,000,000 shares of
restricted 144 common stock to the shareholders which management valued
at $15,468,750.
Radio Satellite Corporation owns three patents which combine
navigation, broadcast and two-way communication services to provide
mobile user with e-commerce, e-mail, digital quality music, travel,
security, global positioning and gaming at a relatively low cost.
-9-
<PAGE> 31
OMICRON TECHNOLOGIES, INC.
(A DEVELOPMENT STAGE COMPANY)
NOTES TO FINANCIAL STATEMENTS
DECEMBER 31, 1998
NOTE 8 - SUBSEQUENT EVENTS: (CONTINUED)
FINANCING AGREEMENT WITH ORIENT STAR FINANCE LTD.
On October 5, 1999, the Company completed a financing agreement with
Orient Star Finance Ltd. The total amount to be received under this
agreement is $1,000,000, payable in four equal installments of $250,000
each. The agreement was completed in conjunction with Rule 504
Regulation D of the Securities Act which allows the Company to issue
free trading stock in exchange for cash. The first two installments are
exchanged for shares at 65% of the closing bid on the day the funds are
escrowed while the third and fourth installments are exchanged for 70%
of the closing bid the day the funds are escrowed. Total commissions in
connection with the transaction are 10% and deducted from each
installment.
SALE OF SUB-LICENSES
On September 15, 1999, the Company, through it wholly-owned subsidiary
MaXum Entertainment Ltd., a Belize Corporation, sold (4) four
sub-license agreements in connection with its Internet gaming for a
total purchase price of $1,200,000. A deposit of $50,557 was paid and
the balance of monies are due when the Internet gaming site becomes
operational.
-10-
