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REVISED AUGUST 1, 2000
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D. C. 20549
FORM 10-QSB/A
(x) QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934
For the quarterly period ended March 31, 2000
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( ) TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the transition period from ________ to ________
Commission File number 1-7301
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COLORMAX TECHNOLOGIES, INC.
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(Exact name of registrant as specified in charter)
Delaware 75-1329265
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(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
14251 Chambers Road Tustin, CA 92780
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(Address of principal executive offices) (Zip Code)
(714) 730-7900
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Registrant's telephone number, including area code
Renu-U International, Inc.
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(Former name, former address, and former fiscal year, if
changed since last report.)
Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or for such shorter period that the registrant was
required to file such reports), Yes [x] No [ ] and (2) has been subject to such
filing requirements for the past 90 days. Yes [x] No [ ]
APPLICABLE ONLY TO CORPORATE ISSUERS:
Indicate the number of shares outstanding of each of the issuer's classes of
common stock, as of the last practicable date.
Class Outstanding as of May 15, 2000
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Common Stock, $0.001 22,902,582
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INDEX
Page
Number
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PART I.
ITEM 1. Financial Statements........................................3
Condensed Consolidated Balance Sheets.......................4
December 31, 1999 and March 31, 2000 (unaudited)
Condensed Consolidated Statements of Operations
For the three months ended March 31, 2000 (unaudited)....5
Condensed Consolidated Statement of Cash Flows
For the three months ended March 31, 2000 (unaudited)...6
Notes to Condensed Consolidated Financial Statements........7
ITEM 2. Management's Discussion and Analysis........................9
PART 2
ITEM 1. Changes in Securities .....................................11
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PART I - FINANCIAL INFORMATION
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ITEM 1. FINANCIAL STATEMENTS
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The accompanying condensed consolidated balance sheets of ColorMax Technologies,
Inc. and subsidiary at March 31, 2000 (unaudited) and December 31, 1999, the
condensed consolidated statements of operations for the three months ended March
31, 2000 (unaudited), and the condensed consolidated statement of cash flows for
the three months ended March 31, 2000 (unaudited), have been prepared by the
Company's management and they do not include all information and notes to the
financial statements necessary for a complete presentation of the financial
position, results of operations, cash flows, and stockholders' equity in
conformity with generally accepted accounting principles. In the opinion of
management, all adjustments considered necessary for a fair presentation of the
results of operations and financial position have been included and all such
adjustments are of a normal recurring nature.
Operating results for the three months ended March 31, 2000, are not necessarily
indicative of the results that can be expected for the year ending December 31,
2000.
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<TABLE>
COLORMAX TECHNOLOGIES, INC. AND SUBSIDIARY
CONDENSED CONSOLIDATED BALANCE SHEETS
DECEMBER 31, 1999 AND MARCH 31, 2000 (UNAUDITED)
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<CAPTION>
ASSETS
March 31 December 31
2000 1999
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(unaudited)
<S> <C> <C>
Current Assets
Cash $ 3,062,935 $ 12,314
Accounts Receivable 93,450 2,000
Inventory 7,341 6,601
Prepaid Expenses 18,594 20,102
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Total Current Assets 3,182,320 41,017
Property and Equipment, net 146,484 113,612
Other Assets
Patents and Marketing Rights 1,458,927 1,372,733
Deposits 15,039 13,519
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Total Assets 4,802,770 1,540,881
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LIABILITIES AND STOCKHOLDERS' EQUITY
Current Liabilities
Accounts Payable 259,954 246,531
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Total Current Liabilities 259,954 246,531
Notes Payable - Related Parties 356,725 179,300
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Total Liabilities 616,679 425,831
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Stockholders' Equity
Series A preferred stock, $0.10 par value 0 0
1,000,000 shares authorized
0 (unaudited) shares issued and outstanding
Series B preferred stock, $0.001 par value
50,000,000 shares authorized
40,000 (unaudited) shares issued and outstanding 40 0
Series C preferred stock, $0.001 par value
50,000,000 shares authorized
0 (unaudited) shares issued and outstanding 0 0
Common Stock, $0.001 par value
100,000,000 shared authorized
22,835,914 (unaudited) shares issued and outstanding 22,836 22,752
Additional paid-in capital 6,980,168 3,079,082
Accumulated deficit (2,816,953) (1,986,784)
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Total Stockholders' Equity 4,186,091 1,115,050
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Total Liabilities and Stockholders' Equity $ 4,802,770 $ 1,540,881
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The accompanying notes are an integral part of these financial statements.
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COLORMAX TECHNOLOGIES, INC. AND SUBSIDIARY
CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS
FOR THE THREE MONTHS ENDED MARCH 31, 2000 (UNAUDITED)
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For the Three
Months Ended
March 31, 2000
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(unaudited)
SALES $ 104,950
COST OF SALES 2,141
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Gross Profit 102,809
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EXPENSES
General and Administration 889,845
Amortization 38,806
Depreciation 4,687
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Total Expenses 933,338
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Net Loss (830,529)
Preferred Stock Dividends (254,914)
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Net Loss Available to Common Shareholders $ (1,085,443)
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Basic and Diluted Loss Per Common Share $ (0.04)
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Weighted-Average Shares Outstanding 22,751,914
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The accompanying notes are an integral part of these financial statements.
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COLORMAX TECHNOLOGIES, INC. AND SUBSIDIARY
CONDENSED CONSOLIDATED STATEMENT OF CASH FLOWS
FOR THE THREE MONTHS ENDED MARCH 31, 2000 (UNAUDITED)
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For the Three
Months Ended
March 31, 2000
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(unaudited)
CASH FLOWS FROM OPERATING ACTIVITIES
Net Loss $ (830,529)
Adjustments to reconcile net loss
to net cash used in operating activities
Amortization 38,806
Depreciation 4,688
Issuance of Common Stock for Expenses 252,000
Changes in Inventory (740)
Changes in Accounts Receivable (91,450)
Changes in Prepaid Expenses & Deposits (12)
Changes in Accounts Payable 13,423
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Net Cash used in Operating Activities (613,814)
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CASH FLOWS FROM INVESTING ACTIVITIES
Purchase of Equipment (37,560)
Purchase of Patents (125,000)
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Net Cash used in Investing Activities (162,560)
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CASH FLOWS FROM FINANCING ACTIVITIES
Proceeds from Notes Payable 213,300
Payments on Notes Payable (35,875)
Proceeds from Issuance of Preferred Stock 3,649,570
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Net Cash Provided by Financing Activities 3,826,995
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Net Increase in Cash 3,050,621
Cash at Beginning of Period 12,314
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Cash at End of Period $ 3,062,935
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The accompanying notes are an integral part of these financial statements.
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COLORMAX TECHNOLOGIES, INC. AND SUBSIDIARY
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
FOR THE THREE MONTHS ENDED MARCH 31, 2000 (UNAUDITED)
1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
On June 8, 1999 the Company acquired all of the outstanding stock of RGB
Technology Group Inc. through a stock for stock exchange in which the
stockholder (Kimrose Holdings) of RGB Technology Group Inc. received 6,000,000,
after stock split, common shares of the Company in exchange for all of the stock
of RGB Technology Group Inc. RGB Technology Group, Inc. was organized in the
state of Delaware on April 28, 1999 for the purpose of marketing ColorMax Lenses
and ColorMax Color Test software. After the completion of the transaction the
outstanding stock of the Company was 6,664,082 common shares of which 6,000,000
was owned by Kimrose Holdings.
The only asset held by RGB Technology Group, Inc. on June 8, 1999 consisted of
the exclusive marketing rights for the above technology, for use in the United
States, Australia, and New Zealand, which was recorded on the books of RGB with
no value.
For reporting purposes, the acquisition is treated as an acquisition of the
Company by RGB Technology Group, Inc., the acquirer, (a reverse acquisition) and
a recapitalization of RGB Technology Group, Inc. The historical financial
statements prior to June 8, 1999 are those of RGB Technology Group, Inc. No
goodwill was recognized from the consolidation. All material intercompany
accounts and transactions have been eliminated.
The Company has not had any operations in the prior comparable periods,
therefore, no such comparable periods are presented.
Principles of Consolidation
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The accompanying financial statements include the accounts of Colormax
Technologies, Inc. and its wholly owned subsidiary. All significant intercompany
accounts and transactions have been eliminated.
Basic and Diluted Net Loss Per Share
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The Company utilizes SFAS No. 128, "Earnings per Share." SFAS No. 128 replaced
the previously reported primary and fully diluted loss per share with basic and
diluted loss per share. Unlike primary loss per share, basic loss per share
excludes any dilutive effects of options, warrants, and convertible securities.
Diluted loss per share is very similar to the previously reported fully diluted
loss per share. Basic loss per share is computed using the weighted-average
number of common shares outstanding during the period. Common equivalent shares
are excluded from the computation if their effect is anti-dilutive. As such,
basic and diluted loss per share are the same.
2. MARKETING RIGHTS
The Company acquired marketing rights, from outside parties, for use in the
countries of the United Kingdom, Canada, and Japan by the issuance of common
stock in previous periods. These rights were recorded on the books of the
Company at their fair market value. The rights will continue for ten years with
rights of renewal. As such, the Company is amortizing these rights over the
remaining life of the agreements. Unamortized amounts related to the marketing
rights totaled $1,337,863 as of March 31, 2000. The Company recognized $34,900
in amortization expense related to these agreements in the six months ended
March 31, 2000.
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COLORMAX TECHNOLOGIES, INC. AND SUBSIDIARY
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
FOR THE THREE MONTHS ENDED MARCH 31, 2000 (UNAUDITED)
3. PATENTS
During March 2000 the Company purchased two patents and trademarks relating to
soft contact lenses in the United States and in Canada for $125,000. The patents
are being amortized over eight years which is the remaining life left before the
patents expire.
4. NOTES PAYABLE - RELATED PARTIES
The Company has received loans from related parties amounting to $356,725 with
various due dates after one year with interest at 8%.
5. PREFERRED STOCK
On March 6, 2000 the Company completed a private placement and sale of 40,000
shares of 7% convertible preferred capital stock for cash of $3,654,970 net of
offering costs of $345,030 and included 76,471 warrants convertible to common
stock, 20,000 of the warrants issued was additional offering costs
The terms of the preferred stock includes semi-annual dividend payments in cash
and conversion rights of one share of preferred for one share of common, not to
exceed 50% of holding by each shareholder during any 30 day period upon an
effective registration date with the SEC, with a conversion rate of the lower of
$12.75, or 85% of the low three-day average closing bid price of the Company's
common stock for the 20 consecutive trading days prior to the trading day on
which conversion notice is sent, however, the Company cannot issue more than 20%
of common shares outstanding without shareholder approval. If shareholder
approval cannot be obtained then the Company will be obligated to purchase the
preferred shares at 120% of the original purchase price plus accrued dividends.
In accordance with generally accepted accounting principles, the Company is
required to recognize the benefit received by preferred shareholders on the
preferred stock conversion feature as a return to those shareholders over the
vesting period of the conversion feature. The return to preferred shareholders
is calculated as the difference between the most beneficial conversion rate
available and the trading price of the company's common stock at the time of
issuance, multiplied by the number of shares the preferred would be convertible
into. Related to the preferred stock's conversion feature, the company
recognized dividends in the amount of $254,914 in the first quarter And $917,689
and $50,983 in the subsequent two quarters, respectively. These preferred
dividends are reflected as a reduction in the net loss available to common
shareholders on the accompanying statement of operations.
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ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS
The following contains some "forward looking statements" which are based upon
our plans, goals, and objectives. Such statements are subject to various risks
and uncertainties. Numerous factors exist within the business world which may
prevent the successful attainment of such plans, goals, and objectives.
Consequently, the reader should consider that such risks, uncertainties, and
unknown factors may cause actual results to vary materially from those stated
goals outlined below. Among the factors that may cause our actual results to
differ materially are the factors detailed below and the risks discussed in the
"Risk Factors" section included in our Form SB-2 registration statement filed on
April 20, 2000. You should also consult the risk factors listed from time to
time on our reports and amendments.
OVERVIEW
We distribute and develop products to help improve color vision discrimination
for people who suffer from genetic colorblindness. Our principal product,
ColorMax Color Vision Enhancement Lenses, is designed as a corrective aid for
red and green colorblindness. The Food and Drug Administration ("FDA") has
approved ColorMax Color Vision Enhancement Lenses as a safe and effective
optical aid for the treatment of colorblindness.
PLAN OF OPERATION
We are the first to receive FDA clearance for an optical aid for genetic
colorblindness. As the "first mover" in this emerging market, our plan for the
following 12 months includes aggressive expansion of our marketing operations
and the increase in our manufacturing capabilities.
Our marketing plan includes key objectives regarding two of our most important
targets: (1) licensed eye care professionals, including optometrists and
ophthalmologists, and (2) colorblind patients.
Eye care professionals act as distributors for our products and are the primary
point of contact with the end user. Our goal is to establish an extensive
distributorship base of authorized ColorMax Providers in all major U.S. markets,
as well as key international markets. We intend on employing aggressive
marketing strategies which will connect with and educate doctors on this new
product. Our marketing program includes interfacing with doctors at optometric
trade shows, the development of continuing education programs, direct sales and
demonstrations, and advertising and promotion in the optometric trade journals.
We have developed practice support materials and programs to assist doctors in
maximizing ColorMax sales at their practice. We will continue our efforts to
build our marketing and practice support divisions over the course of the year.
Our objective is to raise consumer awareness and establish brand name
recognition to the approximately 12 million people in the United States alone
and 250 million people worldwide who suffer from colorblindness. Colorblindness
is a genetic condition which affects 8% or men and 0.5% of women, or 1 in every
twelve men and 1 in every 250 women. Our authorized ColorMax Providers will
market directly to their patients the ColorMax line of products. We also market
to the consumer through a variety of methods including the internet, direct mail
and consumer advertising. We plan on initiating a major consumer advertising
campaign after the establishment of the basic distributorship network.
Our research and development is directed toward new procedures and products
which may prove useful in the diagnosis and treatment of colorblindness.
Currently, we are developing ColorMax Soft Contact Lenses and intend on seeking
regulatory approval. We intend to distribute ColorMax Soft Contact Lenses
through our authorized ColorMax Providers.
Our plan for growth requires the acquisition of additional machinery and
equipment to increase manufacturing output to supply ColorMax products
throughout the world. It will be also be necessary for us to recruit and hire
beyond our current personnel levels to implements our plans for the year. We
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anticipate that our current cash and our anticipated cash flow from operations
will be sufficient to meet our working capital and capital equipment needs at
least through the next twelve months.
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS
The following discussion includes our operations.
Sales totaled $104,950 for the period ended March 31, 2000. There is no
comparative financial information since we did not start active sales or
operations in the optical area until we received FDA approval at the end of 1999
and began sales and marketing beginning January 2000. Sales were primarily in
ColorMax Doctor Test Kits and ColorMax Color Test Software. As stated in the
Plan of Operations, our chief sales objective is the installation of our
distributor base of authorized ColorMax Providers. All authorized ColorMax
Providers must acquire a ColorMax Doctor Test Kit and Color Test Software in
order to test and fit patients for ColorMax Lenses. Sales of ColorMax Lenses to
patients will build once the larger installed doctor base is established. At the
end of the period, there were approximately 50 authorized ColorMax Providers in
the United States, Canada and Australia. Accounts Receivable totaled $93,450 for
the period.
General and administrative expenses and research and development costs totaled
$933,338 for the period. We acquired several patents relating to soft contact
lenses for colorblindness including the U.S. and Canadian Patents and Trademarks
to X-Chrom Soft Contact Lenses for approximately $125,000. The X-Chrom name and
trademark is well known in the optical business.
We had a net loss of $830,529 for the period or $0.04 per share fully diluted.
The operational loss is due to the ramp up of our distributorship base and
limited production capacity. We believe that the increase in production
capacity completed at the end of the period will help us to deliver all of our
orders and keep up with demand in future periods.
In accordance with generally accepted accounting principles, we are required to
recognize the benefit received by preferred shareholders on the preferred stock
conversion feature as a return to those shareholders over the vesting period of
the conversion feature. The return to preferred shareholders is calculated as
the difference between the most beneficial conversion rate available and the
trading price of our common stock at the time of issuance, multiplied by the
number of shares the preferred would be convertible into. Related to the
preferred stock's conversion feature, we recognized dividends in the amount of
$254,914 in the first quarter and will recognize $917,689 and $50,983 in the
subsequent two quarters, respectively. These preferred dividends are reflected
as an increase in the net loss available to common shareholders on the
accompanying condensed consolidated statement of operations.
LIQUIDITY AND CAPITAL RESOURCES
Cash increased by $3,050,621 in the first three months of 2000 largely due to
the sale of preferred stock and warrants in March. We filed a registration
statement in connection with the offering and the Securities and Exchange
Commission declared the registration statement effective on May 1, 2000. We
anticipate that our current cash and our anticipated cash flow from operations
will be sufficient to meet our working capital and capital equipment needs at
least through the next twelve months.
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PART II - OTHER INFORMATION
ITEM 1 - CHANGES IN SECURITIES
ITEM 1A - STOCK SPLIT
On January 7, 2000, we split our outstanding common stock on a two for one
basis, increasing common shares outstanding from 11,375,957 to 22,751,914.
ITEM 1B - PRIVATE PLACEMENT OF PREFERRED STOCK
On March 6, 2000, we completed a private placement and sale of 40,000 shares of
7% convertible preferred capital stock for cash of $3,654,970 net of offering
costs of $345,030 and included 76,471 warrants convertible to common stock,
20,000 of the warrants issued was additional offering costs
The terms of the preferred stock includes semi-annual dividend payments in cash
and conversion rights of one share of preferred for one share of common, not to
exceed 50% of holding by each shareholder during any 30 day period upon an
effective registration date with the SEC, with a conversion rate of the lower of
$12.75, or 85% of the low three-day average closing bid price of our common
stock for the 20 consecutive trading days prior to the trading day on which
conversion notice is sent, however, we cannot issue more than 20% of common
shares outstanding without shareholder approval. If shareholder approval cannot
be obtained then we will be obligated to purchase the preferred shares at 120%
of the original purchase price plus accrued dividends.
In accordance with generally accepted accounting principles, we are required to
recognize the benefit received by preferred shareholders on the preferred stock
conversion feature as a return to those shareholders over the vesting period of
the conversion feature. The return to preferred shareholders is calculated as
the difference between the most beneficial conversion rate available and the
trading price of our common stock at the time of issuance, multiplied by the
number of shares the preferred would be convertible into. Related to the
preferred stock's conversion feature, we recognized dividends in the amount of
$254,914 in the first quarter and will recognize $917,689 and $50,983 in the
subsequent two quarters, respectively. These preferred dividends are reflected
as a reduction in the net loss available to common shareholders on the
accompanying condensed consolidated statement of operations.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned who are duly authorized.
COLORMAX TECHNOLOGIES, INC.
[Registrant]
Dated:
August 5, 2000
By /s/ Richard R. Milewski
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Richard R. Milewski
Chief Financial Officer
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