COLORMAX TECHNOLOGIES INC
10QSB/A, 2000-12-13
SURGICAL & MEDICAL INSTRUMENTS & APPARATUS
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                            REVISED DECEMBER 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
                                 --------------
    ( ) 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
                                     ------
                           COLORMAX TECHNOLOGIES, INC.
                           ---------------------------
               (Exact name of registrant as specified in charter)

           Delaware                                               75-1329265
-------------------------------                              -------------------
(State or other jurisdiction of                               (I.R.S. Employer
incorporation or organization)                               Identification No.)

                      14251 Chambers Road Tustin, CA      92780
                      -------------------------------     -----
               (Address of principal executive offices) (Zip Code)

                                 (714) 730-7900
                                 --------------
               Registrant's telephone number, including area code

                           Renu-U International, Inc.
                           --------------------------
        (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 December 12, 2000
--------------------                         -----------------------------------
Common Stock, $0.001                                      23,436,101

<PAGE>

                                      INDEX

                                                                           Page
                                                                          Number
                                                                          ------
PART I.

    ITEM 1.  Financial Statements (unaudited)..............................  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



                                       2
<PAGE>


                         PART I - FINANCIAL INFORMATION

--------------------------------------------------------------------------------

                          ITEM 1. FINANCIAL STATEMENTS

--------------------------------------------------------------------------------

The accompanying condensed restated consolidated balance sheets of ColorMax
Technologies, Inc. and subsidiary at March 31, 2000 (unaudited) and December 31,
1999, the condensed restated consolidated statement of operations for the three
months ended March 31, 2000 (unaudited), and the condensed restated 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.

                                       3

<PAGE>
<TABLE>
                   COLORMAX TECHNOLOGIES, INC. AND SUBSIDIARY
                      CONDENSED CONSOLIDATED BALANCE SHEETS
                DECEMBER 31, 1999 AND MARCH 31, 2000 (UNAUDITED)
<CAPTION>

                                     ASSETS
                                                                        March 31,     December 31,
                                                                          2000           1999
                                                                       -----------    -----------
                                                                       (unaudited)
                                                                       (restated)      (restated)
<S>                                                                    <C>            <C>
Current Assets
      Cash                                                              3,062,935         12,299
      Accounts Receivable                                                  15,950          2,000
      Inventory                                                             7,341          6,601
      Prepaid Expense                                                     127,630        194,130
                                                                       -----------    -----------

             Total Current Assets                                       3,213,856        215,030
                                                                       -----------    -----------

Property and Equipment, net                                               146,484        113,610

Other Assets
      Patents and Distribution Rights, net                                215,833         93,333
      Deposits                                                             15,990         21,491
                                                                       -----------    -----------
                        Total Assets                                    3,592,163        443,464
                                                                       ===========    ===========

         LIABILITIES AND STOCKHOLDERS' EQUITY

Current Liabilities
      Accounts Payable                                                    126,563        108,799
      Accrued Liabilities                                                  61,965        139,438
      Current Portion of Notes Payable - Related Parties                  147,000              -
      Deferred Revenue                                                          -         14,482
                                                                       -----------    -----------

             Total Current Liabilities                                    335,528        262,719

      Payable to Related Party                                            100,000        100,000
      Notes Payable - Related Parties, net of current portion             284,300        179,300
                                                                       -----------    -----------

                   Total Liabilities                                      719,828        542,019
                                                                       -----------    -----------

Commitments and Contingencies

Stockholders' Equity (Deficit)
      Series A preferred stock, $0.10 par value
             1,000,000 shares authorized
             0 (unaudited) and 0 shares issued and outstanding                  -              -
      Series B preferred stock, $0.001 par value
             50,000,000 shares authorized
             40,000 (unaudited) and 0 shares issued and outstanding            40              -
      Series C preferred stock, $0.001 par value
             50,000,000 shares authorized
             0 (unaudited) and 0 shares issued and outstanding                  -              -
      Common Stock, $0.001 par value
             100,000,000 shared authorized
             22,835,914 (unaudited) and 22,751,914 shares
             issued and outstanding                                        22,836         22,752
      Additional paid-in capital                                        4,571,569        716,723
      Accumulated deficit                                              (1,722,110)      (838,030)
                                                                       -----------    -----------

                   Total Stockholders' Equity(Deficit)                  2,872,335        (98,555)

                                                                       -----------    -----------
                        Total Liabilities and Stockholders' Equity      3,592,163        443,464
                                                                       ===========    ===========

   The accompanying notes are an integral part of these financial statements.
</TABLE>
                                       4
<PAGE>
<TABLE>

                   COLORMAX TECHNOLOGIES, INC. AND SUBSIDIARY
                 CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS
              FOR THE THREE MONTHS ENDED MARCH 31, 2000 (UNAUDITED)

<CAPTION>
                                                                                 For the Three
                                                                                 Months Ended
                                                                                 March 31,2000
                                                                                 -------------
                                                                                  (unaudited)
                                                                                   (restated)
<S>                                                                              <C>
SALES                                                                            $     27,450

COST OF SALES                                                                           2,141
                                                                                 -------------

        Gross Profit                                                                   25,309
                                                                                 -------------

EXPENSES

        General and Administration                                                    902,200
        Amortization                                                                    2,500
        Depreciation                                                                    4,689
                                                                                 -------------

        Total Expenses                                                                909,389
                                                                                 -------------

                 Net Loss                                                            (884,080)

Preferred Stock Dividends                                                            (152,948)
                                                                                 -------------

                 Net Loss Available to Common Shareholders                       $ (1,037,028)
                                                                                 =============


Basic and Diluted Loss Per Common Share                                          $      (0.05)
                                                                                 =============

Weighted-Average Shares Outstanding                                                22,812,837
                                                                                 =============
</TABLE>



   The accompanying notes are an integral part of these financial statements


                                       5
<PAGE>
<TABLE>

                   COLORMAX TECHNOLOGIES, INC. AND SUBSIDIARY
                 CONDENSED CONSOLIDATED STATEMENT OF CASH FLOWS
              FOR THE THREE MONTHS ENDED MARCH 31, 2000 (UNAUDITED)
<CAPTION>

                                                                    For the Three
                                                                    Months Ended
                                                                   March 31, 2000
                                                                    ------------
                                                                     (unaudited)
                                                                      (restated)
<S>                                                                 <C>
CASH FLOWS FROM OPERATING ACTIVITIES

Net Loss                                                            $  (884,080)

Adjustments to reconcile net loss
to net cash used in operating activities

       Amortization                                                       2,500
       Depreciation                                                       4,689
       Issuance of Common Stock as Compensation Expense                 200,000
       Changes in Accounts Receivable                                    13,950
       Changes in Inventory                                                (740)
       Changes in Prepaid Expenses and Deposits                          72,001
       Changes in Accounts Payable                                       17,764
       Changes in Accrued Liabilities                                   (77,473)
       Changes in Deferred Revenue                                      (14,482)
                                                                    ------------

            Net Cash used in Operating Activities                      (693,771)
                                                                    ------------

CASH FLOWS FROM INVESTING ACTIVITIES

       Purchase of Equipment                                            (37,563)
       Purchase of Patents and Distribution Rights                     (125,000)
                                                                    ------------

            Net Cash used in Investing Activities                      (162,563)
                                                                    ------------

CASH FLOWS FROM FINANCING ACTIVITIES

       Proceeds from Notes Payable                                      287,875
       Payments on Notes Payable                                        (35,875)
       Proceeds from Issuance of Preferred Stock                      3,654,970
                                                                    ------------

            Net Cash Provided by Financing Activities                 3,906,970
                                                                    ------------

Net Increase in Cash                                                  3,050,636

Cash at Beginning of Period                                              12,299
                                                                    ------------

Cash at End of Period                                               $ 3,062,935
                                                                    ============


   The accompanying notes are an integral part of these financial statements.
</TABLE>

                                       6

<PAGE>

                   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 ColorMax Technologies, Inc. and subsidiary, (collectively, the
"Company") acquired all of the outstanding stock of RGB Technology Group Inc.
through a stock for stock exchange in which the sole 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.

In connection with the acquisition, the Company acquired the distribution rights
to ColorMax Products in the United Kingdom, Canada, and Japan from three related
parties in exchange for 4,000,000, 4,000,000, and 6,000,000 shares respectively,
of the Company's common stock. These shares have been recorded as issued in
conjunction with the acquisition of RGB.

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
---------------------------

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
------------------------------------

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.

RESTATEMENTS
------------

Revenue Recognition
-------------------

The Company has restated its revenues for the fiscal quarter ended March 31,
2000 from $104,950 to $27,450 to reflect a change of the Company's reporting of
certain sales revenue, reclassifying certain sales of products with the right of
return as deferred revenue until such time as the right of return expires.


                                       7
<PAGE>

                   COLORMAX TECHNOLOGIES, INC. AND SUBSIDIARY
        NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
              FOR THE THREE MONTHS ENDED MARCH 31, 2000 (UNAUDITED)


Marketing Rights
----------------

The Company has restated its financial statements to reflect properly the
acquisition of marketing rights acquired in connection with the acquisition on
June 8, 1999 of all of the outstanding stock of RGB Technology Group, Inc. The
rights acquired were for the United Kingdom, Canada, and Japan for the marketing
of its ColorMax lenses and ColorMax Color Test software, and were previously
sold by Kimrose Holdings Limited, a significant stockholder in the Company, to
the various parties. The marketing rights have been restated to reflect the
original amounts paid to Kimrose Holdings Limited before their acquisition by
the Company, and to include the shares issued for these rights in the accounting
for the original re-capitalization and acquisition of RGB. The previously
reported un-amortized amounts related to the marketing rights totaled $1,337,863
as of March 31, 2000, which have been restated to $0 on the accompanying
financial statements.

2. 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.

3. NOTES PAYABLE - RELATED PARTIES

The Company has received loans from related parties amounting to $431,300 with
various due dates after one year with interest at 8%.

4. MARKETING RIGHTS

The Company acquired the distribution rights to Colormax products in the United
Kingdom, Canada, and Japan from Harvest Capital Management, Inc., Nano Material
Science, Inc., and GemGroup, Inc., respectively, in exchange for 4,000,000,
4,000,000, and 6,000,000 shares of the Company's common stock. These shares have
been recorded as issued in conjunction with the acquisition of RGB.

5. DISTRIBUTION RIGHTS AND PAYABLE TO RELATED PARTY

On May 1, 1999, the Company entered into a 10-year Distributorship Agreement
with Kimrose, which gave the Company the right to distribute ColorMax products
on an exclusive basis in the United States, Australia, and New Zealand. The
agreement calls for a payment of $100,000 for the purchase of the rights. As of
March 31, 2000, the Company recorded distribution rights totaling $90,833, net
of accumulated amortization of $9,167 and a payable to a related party of
$100,000.

6. 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

                                       8
<PAGE>
                   COLORMAX TECHNOLOGIES, INC. AND SUBSIDIARY
        NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
              FOR THE THREE MONTHS ENDED MARCH 31, 2000 (UNAUDITED)


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 $152,948 as of March 31, 2000 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.

7. CONTINGENCIES

The Company is currently disputing the issuance of 66,668 shares of common stock
to a former officer for services. As such, these shares have not been reflected
in the accompanying balance sheet.

                                       9
<PAGE>

                  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% of 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
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.

                                       10
<PAGE>

MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
OPERATIONS

The following discussion includes our operations.

Sales totaled $27,450 for the three months ended March 31, 2000. There is no
comparative financial information since we had not started active sales or
operations in the optical area until we received FDA approval at the end of 1999
and then began sales and marketing beginning in 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. Net accounts
receivable totaled $15,950 as of March 31, 2000.

General and administrative expenses and research and development costs totaled
$902,200 for the three months ended March 31, 2000. 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 $884,080 for the three months ended March, 31 2000 or $0.05
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.

RESTATEMENTS
------------

Revenue Recognition
-------------------

The Company has restated its revenues for the fiscal quarter ended March 31,
2000 from $104,950 to $27,450 to reflect a change of the Company's reporting of
certain sales revenue, reclassifying certain sales of products with the right of
return as deferred revenue until such time as the right of return expires.

Marketing Rights
----------------

The Company has restated its financial statements to reflect properly the
acquisition of marketing rights acquired in connection with the acquisition on
June 8, 1999 of all of the outstanding stock of RGB Technology Group, Inc. The
rights acquired were for the United Kingdom, Canada, and Japan for the marketing
of its ColorMax lenses and ColorMax Color Test software, and were previously
sold by Kimrose Holdings Limited, a significant stockholder in the Company, to
the various parties. The marketing rights have been restated to reflect the
original amounts paid to Kimrose Holdings Limited before their acquisition by
the Company, and to include the shares issued for these rights in the accounting
for the original re-capitalization and acquisition of RGB. The previously
reported un-amortized amounts related to the marketing rights totaled $1,337,863
as of March 31, 2000, which have been restated to $0 on the accompanying
financial statements.

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
$152,948 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 $3,050,636 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 which
was withdrawn. 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.


                                       11
<PAGE>

                           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
$152,948 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.

                                SUBSEQUENT EVENTS

On July 14, 2000, ColorMax issued 32,674 shares of common stock in accordance
with the terms of its private placement agreement.

On August 2, 2000, the Board approved the repurchase of up to 200,000 shares of
its common stock.

On August 24, 2000 ColorMax requested the Securities and Exchange Commission
suspend the effectiveness of the company's SB-2 Registration Statement for the
convertible preferred stock it sold in March 2000 until the statement can be
amended, reviewed and again declared effective by the SEC. The statement was
originally declared effective May 1, 2000.


                                       12
<PAGE>

                                   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:
December 13, 2000
                                            By /s/ James Bailey
                                               -------------------------------
                                               James Bailey
                                               Chief Executive Officer


Dated:
December 13, 2000
                                            By /s/ Robert Pasquaye
                                               -------------------------------
                                               Robert Pasquaye
                                               Controller


                                       13



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