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U.S. Securities and Exchange Commission
Washington, D.C.20549
FORM 10-SB
(First Amended)
GENERAL FORM FOR REGISTRATION OF SECURITIES OF
SMALL BUSINESS ISSUERS
UNDER SECTION 12(b) OR (g) OF THE SECURITIES EXCHANGE ACT OF 1934
I3DX.COM, A NEVADA CORPORATION
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(Previously 3-Dx.com)
NEVADA 88-0429263
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(State or other jurisdiction of (I.R.S. Employer Identification No.)
Incorporation or organization)
4850 RIVER GREEN PARKWAY, DULUTH, GEORGIA 30096
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(Address of principal executive offices) (zip code)
(770) 497-0727
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Issuer's telephone number
Securities to be registered under Section 12(g) of the Act:
Title of each class to be so Name of each exchange on which
registered: Class "A" Common Stock each class is to be registered: None
Class "B" Common Stock
Securities to be registered under Section 12(g) of the Act:
90 million Shares of Class "A" Common Shares and 10 million Class "B" Common
Shares, par value $0.01 (one cent) per share
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(Title of Class)
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I3DX.COM
PART I
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FORM 10-SB ITEM LOCATION IN
ITEM NUMBER CAPTION INFORMATION STATEMENT
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<S> <C> <C>
1. DESCRIPTION OF BUSINESS 3
2. MANAGEMENT'S DISCUSSION AND 7
ANALYSIS OR PLAN OF OPERATION
3. Description of Property 10
4. Security Ownership of Certain 10
Beneficial Owners and Management
5. Directors, Executive Officers, 13
Promoters and Control Persons
6. Executive Compensation 16
7. Certain Relationships and Related 17
Transactions
8. Description of Securities 18
PART II
1. MARKET PRICE AND DIVIDENDS ON 18
THE REGISTRANT'S COMMON EQUITY
AND OTHER SHAREHOLDER MATTERS
2. LEGAL PROCEEDINGS 19
3. CHANGES IN AND DISAGREEMENTS 19
WITH ACCOUNTANTS
4. RECENT SALES OF UNREGISTERED 19
SECURITIES
5. INDEMNIFICATION OF DIRECTORS 20
AND OFFICERS
PART III
1. INDEX TO EXHIBITS 20
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ITEM 1. DESCRIPTION OF BUSINESS.
INCEPTION. I3DX.COM (THE "COMPANY" OR "I3DX") WAS INCORPORATED UNDER
THE LAWS OF THE STATE OF NEVADA ON JUNE 18, 1999 AS 3-DX.COM, WITH ITS NAME
CHANGED TO I3DX.COM AS OF AUGUST 16, 1999. THE COMPANY WAS ORGANIZED FOR THE
PURPOSES OF ACTING AS AN EXCLUSIVE LICENSEE, MANUFACTURING, PROCESSING AND
MARKETING ENTITY FOR CERTAIN UNIQUE AND PROPRIETARY 3D TECHNOLOGIES WHICH
ALLOW THE VIEWER TO PERCEIVE IMAGES PRINTED AS A THREE DIMENSIONAL PRINT OR
TRANSPARENCY. THE COMPANY ACHIEVES THIS RESULT BY USING A UNIQUE PROPRIETARY
LENTICULAR (MICRO-LENS) PRINT MATERIAL. ALL THE COMPANY'S IMAGES CAN BE
VIEWED WITHOUT THE USE OF SPECIAL GLASSES OR OTHER VISUAL AIDS.
I3DX IS A NEW OPERATING COMPANY, EMPLOYING THE LICENSED TECHNOLOGY
DEVELOPED BY ITS LICENSOR, NIMSTEC LIMITED. THE COMPANY IS OPERATIONAL, BUT HAS
MINIMAL REVENUES AND ITS LOSSES HAVE EXCEEDED ITS SALES. FOR THIS REASON, THE
AUDITOR'S REPORT ON THE COMPANY STATES "THE COMPANY HAS INCURRED OPERATING
LOSSES FROM ITS INCEPTION THROUGH JULY 31, 1999. IT HAS NOT ESTABLISHED REVENUES
SUFFICIENT TO COVER ITS OPERATING COSTS WHICH RAISES DOUBT ABOUT ITS ABILITY TO
CONTINUE AS A GOING CONCERN. HOWEVER, RESULTS OF OPERATIONS ARE WITHIN THE
EXPECTATIONS OF MANAGEMENT DUE TO THE EARLY STAGE OF THE COMPANY'S EXISTENCE."
THE COMPANY'S TECHNOLOGY IS CURRENTLY IN AN EARLY PRODUCTION STAGE AND
INCLUDES THE FOLLOWING PRODUCTS:
- - THE PRODUCTION OF THREE-DIMENSIONAL IMAGES FROM A UNIQUE PROPRIETARY
PHOTOGRAPHIC MICRO-LENS PLASTIC THAT CAN BE VIEWED COMFORTABLY AND
CONVENIENTLY BY INDIVIDUALS AND GROUPS WITHOUT THE USE OF GLASSES,
VIEWERS OR OTHER ANCILLARY AIDS;
- - THREE-DIMENSIONAL IMAGES THAT ARE READILY TRANSMITTED VIA COMPUTERS AND
THE INTERNET.
The 3D technology licensed by the Company is currently being used to
produce 3D images in a wide range of sizes and formats. It is important to note
that the Company's products are well beyond the proto-type stage and are readily
available now for many applications. These products range from 3D sports cards,
3D telephone debit cards and 3D prints to large poster size 3D point-of-purchase
display images used in advertising. While the cards and prints are typically
reflective like any other 2D card or print, the display images may be
transparent and lit from behind i.e. "back-lit transparencies". The Company also
produces clinically accurate 3D images for the medical imaging market and
exciting 3D prints for the average amateur photographer.
AS TO IMAGES PRODUCED ON A PHOTOGRAPHIC MEDIUM, THE COMPANY HAS A
TECHNOLOGY WHERE, AFTER PRINTING, THE IMAGE APPEARS TO REPRESENT THE ORIGINAL
SCENE INCLUDING DEPTH DIMENSIONS. THAT IS, LIGHT ARRIVING AT THE EYE FROM THE
UNIQUE PROPRIETARY SURFACE OF THE PRINT CLOSELY APPROXIMATES THE IMAGE CAPTURED
BY THE EYE OR CAMERA AT THE ORIGINAL SCENE AND APPEARS IN THREE-DIMENSIONAL
RELIEF.
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Previously other approaches to 3D printed images contained considerably
less information than a person sees when viewing the original image. The i3Dx
system actually encodes more information than is instantaneously received by the
eye of the person when viewing the original image.
For the purposes of this Registration Statement, these processes are
generically referred to as "3D" imaging or technology.
i3Dx.com is currently a privately held corporation with its
majority/controlling shareholder being, NimsTec Limited, a privately held
Bermuda corporation. The Company's CEO, Dr. Jerry C. Nims, is a principal in
NimsTec Limited. For more detail on ownership, see Item 4 herein.
PRODUCT AND TECHNOLOGY. I3DX IS A HI-TECH COMPANY WHICH PRIMARILY
UTILIZES THE INTERNET FOR THE DEVELOPMENT AND DISTRIBUTION OF ITS 3D PRODUCTS.
THE COMPANY'S TECHNOLOGY IS BASED ON THREE-DIMENSIONAL IMAGING SUITABLE FOR
APPLICATIONS SUCH AS MEDICAL IMAGING, ADVERTISING AND MARKETING.
THE COMPANY MAINTAINS A 26,500 SQUARE FOOT ADMINISTRATIVE,
MANUFACTURING AND PROCESSING FACILITY IN DULUTH, GEORGIA. IT MASS-PRODUCES 3D
IMAGES, IN BOTH REFLECTIVE PRINT AND TRANSPARENCY FORMATS, FOR THE FOLLOWING
MARKETS:
- COMMERCIAL
- MEDICAL
- CONSUMER
THE COMPANY CURRENTLY PRODUCES 3D IMAGES FROM:
- SINGLE 2D SOURCE IMAGES (PRINTS, NEGATIVES, OR SLIDES)
- SINGLE 2D DIGITAL DATASETS (ELECTRONIC FILES)
- MULTIPLE 2D IMAGES AND DATASETS
- CUSTOMER 3D DIGITAL DATASETS
- 3D DIGITAL DATASETS CREATED BY THE COMPANY'S COMPUTER SOFTWARE
FOR THE CUSTOMER.
THE MAJORITY OF THE COMPANY'S COMMERCIAL SOURCE IMAGES ARE DIGITAL
IMAGE FILES RECEIVED ELECTRONICALLY VIA THE INTERNET. THE COMPANY'S ABILITY TO
TRANSMIT 3D DATA FILES VIA THE INTERNET PROVIDES THE OPPORTUNITY FOR INTERACTIVE
PARTICIPATION WITH THE CLIENT. THIS INTERACTION ALSO FACILITATES REAL TIME
CREATION AND EDITING OF THE 3D IMAGE TO BE PRODUCED AND SUBSTANTIALLY REDUCES
TIME FROM CONCEPT TO MARKET.
THE COMPANY'S PRIMARY INTENDED BUSINESS APPLICATIONS FOR ITS
THREE-DIMENSIONAL PHOTOGRAPHIC TECHNOLOGY INCLUDE:
- - THE COMMERCIAL MARKET - INCLUDES PRODUCING OF TRANSPARENCIES AND
REFLECTIVE PRINTS FOR ADVERTISING IN VARIOUS PUBLIC AND RETAIL OUTLETS,
AND ASSISTING CLIENTS IN PREPARING PERSONAL IDENTIFICATION CARDS OR
DOCUMENTS THROUGH THE USE OF THE 3D IMAGING TECHNOLOGY.
- - THE MEDICAL MARKET - i3Dx's precision photographic optical film is
utilized to communicate detailed spatial relationships and depth cues
for medical diagnoses. A specific
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- - application is 3D Fundus Photography utilized in diagnosing patients in
approximately 50 medical institutions.
- - THE CONSUMER MARKET - PRIMARILY INVOLVES THE SALE AND MARKETING OF
CAMERAS, FOR USE BY THE AMATEUR PHOTOGRAPHER, WHICH ARE CAPABLE OF
TAKING PICTURES WHICH, WHEN DEVELOPED BY THE COMPANY USING ITS
PROCESSES AND MATERIALS, HAVE A THREE-DIMENSIONAL EFFECT. OTHER
CONSUMER PRODUCTS RANGE FROM 3D GREETING CARDS TO 3D ORIGINAL ART WHICH
THE COMPANY CREATES IN-HOUSE.
WHILE THE COMMERCIAL MARKET IMAGES ARE TYPICALLY CREATED DIGITALLY
USING COMPUTER SOFTWARE, THE MEDICAL MARKET TYPICALLY INVOLVES MULTIPLE IMAGES
TAKEN USING SPECIAL CAMERAS OR OTHER EQUIPMENT. THE CONSUMER MARKET PRIMARILY
INVOLVES 3D IMAGES TAKEN USING SPECIAL MULTI-LENS CAMERAS.
SINCE ITS INCEPTION IN JUNE, 1999, THE COMPANY HAS BEEN PROCESSING
MEDICAL IMAGES AND CONSUMER MARKET ORDERS. THE COMPANY HAS RECENTLY CREATED A
WEBSITE AT "www.i3dx.com" AND IS CURRENTLY RECEIVING ORDERS FOR ITS PRODUCTS AS
WELL AS THE 2D SOURCE IMAGE FILES AND 3D ELECTRONIC PICTURE DATASETS REQUIRED
FOR ITS COMMERCIAL MARKET IMAGING PROCESS.
BECAUSE OF THE ORGANIZATIONAL NATURE OF THE COMPANY'S BUSINESS, IT MUST
BE CONSIDERED A HIGH-RISK INVESTMENT WHICH DOES NOT YET HAVE ANY SIGNIFICANT
REVENUES OR ANY INCOME.
OWNERSHIP AND RELATED PARTY TRANSACTIONS. THE SHARES OF I3DX ARE
SUBSTANTIALLY OWNED BY NIMSTEC LIMITED, WHICH IS ALSO THE LICENSOR OF TECHNOLOGY
TO THE COMPANY. ITS PRINCIPAL SHAREHOLDERS ARE:
- - DR. JERRY NIMS 38%
- - L'AMI FOUNDATION 24%
AS A PRACTICAL MATTER, NIMSTEC LIMITED SHOULD BE CONSIDERED AS A
CONTROLLING ENTITY TO THE COMPANY AND ITS PRINCIPAL, DR. JERRY NIMS, MAY
ENCOUNTER CONFLICTS OF INTEREST IN HIS POSITION AS AN OFFICER/DIRECTOR IN
NIMSTEC AND I3DX. SEE SECTION ON RELATED PARTY TRANSACTIONS AND RELATIONSHIPS.
THE COMPANY ALSO INTENDS TO FILE IN THE NEAR FUTURE A PROPOSED
REGISTRATION OF PART OF ITS SECURITIES FOR DISTRIBUTION TO SHAREHOLDERS OF A
FIRM KNOWN AS ELGT WHO HAS SUPPLIED INTERIM CAPITAL. SEE CAPITALIZATION
AND RELATED PARTY TRANSACTION SECTIONS.
LICENSE AGREEMENT. THE COMPANY ENTERED INTO AN EXCLUSIVE LICENSING
CONTRACT FOR THE TECHNOLOGY WITH NIMSTEC LIMITED AS OF JUNE 30, 1999 COVERING
THE TERRITORY OF THE UNITED STATES, CANADA, AND MEXICO. IN CONSIDERATION, THE
COMPANY IS OBLIGATED TO PAY TO NIMSTEC FIVE PER CENT (5%) OF ALL GROSS SALES IN
EXCHANGE FOR A FIFTY YEAR EXCLUSIVE LICENSE (RENEWABLE ONCE ON LIKE TERMS) WITH
NO MINIMUM SALES REQUIREMENTS TO MAINTAIN THE LICENSE.
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MAJORITY SHARES. NIMSTEC LIMITED HAS ACQUIRED THIRTY MILLION OF THE
COMPANY'S AUTHORIZED NINETY MILLION CLASS "A" SHARES, AS WELL AS ALL OF THE
10 MILLION CLASS "B" SHARES IN CONSIDERATION FOR THE TRANSFER OF CERTAIN
EQUIPMENT AND OTHER ASSETS TO THE COMPANY.
FUTURE FOREIGN INTEREST. THE COMPANY PRESENTLY INTENDS AND HAS THE
RIGHT TO ACQUIRE A CURRENTLY UNDESIGNATED MINORITY INTEREST IN A BELGIAN
CORPORATION TO BE LOCATED IN FLANDERS, BELGIUM. THIS COMPANY WILL MANUFACTURE
THE MICRO-LENS PRINT FILM EMPLOYED BY THE COMPANY FOR NIMSTEC LIMITED, THE
INTENDED MAJORITY SHAREHOLDER OF THE TO BE FORMED BELGIAN CORPORATION. THE
BELGIAN COMPANY MAY BE AN INDIRECT SUPPLIER OF PHOTOGRAPHIC FILM AND POTENTIALLY
RELATED SUPPLIES UTILIZED BY THE COMPANY. THE BELGIAN COMPANY WILL BECOME AN
AFFILIATE OF I3DX AND WILL HAVE A LICENSE TO MARKET 3D PRODUCTS IN EUROPE.
NEITHER I3DX NOR THE BELGIAN COMPANY WILL DIRECTLY SELL TO, OR BUY FROM, THE
OTHER. THE COMPANY HAS DESIGNATED SIXTY-SIX THOUSAND DOLLARS ($66,000) OF THE
DEBENTURE PROCEEDS TO BE RECEIVED FROM ELGT FOR THE PURCHASE OF THE UNDESIGNATED
MINORITY SHAREHOLDER INTEREST. NO OTHER TERMS OF THIS INTENDED FUTURE
TRANSACTION HAVE BEEN NEGOTIATED.
SUPPLIERS. THE COMPANY IS FULLY DEPENDENT UPON ITS LICENSOR, NIMSTEC
LIMITED, TO SUPPLY THE LENTICULAR PRINT FILM WHICH THE COMPANY USES TO PRODUCE
3-D IMAGES. NIMSTEC LIMITED PRODUCES THE PRINT FILM FROM RAW MATERIALS THAT ARE
READILY AVAILABLE FROM A NUMBER OF SUPPLIERS. THE COMPANY PURCHASES ITS SUPPLIES
ON A MONTH TO MONTH BASIS FROM NIMSTEC AT A PRICE PRESCRIBED BY ITS LICENSE
AGREEMENT. THE PRICE IS SET AT $1.50 PER SQUARE FOOT FOR THE FIRST TWO YEARS AND
NEGOTIABLE THEREAFTER. THE COMPANY HAS NO COMPETITIVE BASIS TO COMPARE THE
REASONABLENESS OF THE COST OF THESE MATERIALS AS THERE ARE NO OTHER AVAILABLE
SUPPLIERS OF THIS UNIQUE PROPRIETARY MATERIAL.
COMPETITION. WHILE THE COMPANY REGARDS THE PROCESSES AND THE
SPECIALIZED FILM MATERIAL OBTAINED FROM NIMSTEC AS A UNIQUE PROPRIETARY
MATERIAL, IT SHOULD BE NOTED THAT THE ACTUAL PROCESSING OF THE MATERIALS IS NOT
PROTECTED BY EXISTING PATENT APPLICATIONS. AS A RESULT, IT MAY BE POSSIBLE FOR
OTHER COMPANIES TO REPLICATE AND PRODUCE A SUBSTANTIALLY SIMILAR PRODUCT USING A
MODIFIED AND UNPROTECTED PROCESSING PROCEDURE. ADDITIONALLY, THERE ARE OTHER
COMPANIES WHICH PRODUCE 3-D IMAGING USING DIFFERENT TECHNOLOGY AND TECHNIQUES.
WHILE THE COMPANY DOES NOT BELIEVE THAT THE QUALITY OR VARIETY OF THE
COMPETITIVE PROCESSING IS EQUIVALENT TO THE COMPANY'S PROCESSES, THERE IS
SUBSTANTIAL COMPETITION IN THIS MARKET SECTOR AND THE COMPANY DOES NOT CLAIM ANY
EXCLUSIVITY AS TO THE GENERAL 3-D IMAGING PRODUCT. MOREOVER, VARIOUS OTHER
COMPANIES WHICH ARE SUBSTANTIALLY LARGER AND BETTER CAPITALIZED MAY BE ABLE TO
DOMINATE THE MARKETS IN WHICH THE COMPANY CURRENTLY OPERATES.
EMPLOYEES. THE COMPANY PRESENTLY HAS 14 FULL-TIME EMPLOYEES AND NO
PART-TIME EMPLOYEES, EXCLUSIVE OF MANAGEMENT. THE TOTAL GROSS PAY ROLL FOR ALL
EMPLOYEES, EXCLUSIVE OF MANAGEMENT, IS APPROXIMATELY $338,000 PER YEAR. IT IS
ANTICIPATED THAT EMPLOYEES AND EMPLOYEE COSTS WILL INCREASE SUBSTANTIALLY AS THE
COMPANY MOVES TOWARDS GREATER ANTICIPATED PRODUCTION DURING FISCAL YEAR 2000. NO
SPECIFIC PROJECTION OF THE AMOUNT OF INCREASE HAS BEEN DETERMINED, BUT IT IS
ESTIMATED EMPLOYEE/PAYROLL GROWTH WILL BE IN THE RANGE OF 20 PER CENT TO 40 PER
CENT FOR THE CALENDAR YEAR 2000.
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SEGMENT ANALYSIS. As a start-up Company, management does not believe
that it has sufficient revenues to be able to analyze or project in any
categorical or quantitative matter the relative percentage of revenues from the
three general sectors of the Company's business, i.e. commercial, medical and
consumer. It does appear from the very limited revenues received to date that
the commercial sector will be the largest followed by the consumer and then the
medical markets. It is anticipated that as the Company files its anticipated
periodic reports as a Reporting Company, it will be in a position to
subsequently have sufficient revenue data to analyze and allocate revenues,
costs and other accounting factors by its principal market sectors and products.
Further, to date, the Company does not have any measurable foreign market share
and can not report sales on a foreign versus domestic basis.
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION.
The Company advises you that various information included in this
Section, as well as other parts of this Registration Statement, include forward
looking statements. These statements are based on management's beliefs and
assumptions, particularly related to certain projected economic results, and
upon information currently available to management. Forward looking statements
include the information concerning possible or assumed future results of
operations by the Company set forth under such headings as "Dividend Policy,"
and "Management's Discussion and Analysis." Forward looking statements also
include statements in which we use words such as "expect," "anticipate,"
"intend," "plan," "believe," "estimate," or similar expressions indicating an
intended but unknown future result. Each party relying upon this registration
should understand that these constitute merely management's best projections of
future results and should not be relied upon as an assurance or warranty of
future results in any manner.
The Company has processed and shipped product to all of its target
markets: medical, consumer and commercial. However, due to the short period of
time from inception to date, the sales volumes have been limited. As a result,
the Company's Financial Statements, to date, reflect limited revenues without
net earnings.
PLAN OF OPERATION. Since the Company has not had a full year of
operating history as a start-up entity, it is supplying as required under this
report, its plan of operation for the ensuing twelve month period. With regard
to this plan of operation, it should be understood that the Company has received
from ELGT a total of $1,000,000 of interim capital. It believes that these funds
should be sufficient to meet its ongoing operating costs, including such matters
as rents, utilities, salaries and other standard costs for approximately a 10
month period. It is anticipated, though not warranted, that by the end of this
projected interim period, the Company should have sufficient revenues to cover
operating costs and would not be required to seek supplemental capitalization or
financing to provide for interim operations. It is also anticipated that the
Company may, after the next twelve month period, seek additional public
financing for expansion and growth, but which future financing would be
unrelated to this initial operational period.
The Company does not anticipate that it will be able to devote any
significant portion of its initial capital to product research and development
during the interim period and would have to seek subsequent capitalization for
further product research and development. However, the Company is satisfied that
its current technology is adequate for at least the initial operating period of
the next
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twelve months to meet any demands for product as generally outlined in this
Registration Statement.
OTHER THAN THE PARTICIPATION IN THE BELGIAN CORPORATION, WHICH WOULD BE
A POTENTIAL SUPPLIER TO THE COMPANY OF FILM MATERIAL USED IN ITS 3-D PROCESSING,
THE COMPANY DOES NOT HAVE ANY ANTICIPATION OR EXPECTATION TO PURCHASE OR EXPAND
PLANT OR EQUIPMENT DURING THE NEXT TWELVE MONTHS.
AS PREVIOUSLY DISCUSSED, THE COMPANY ANTICIPATES ITS PRESENT EMPLOYEE
BASE OF 14 EMPLOYEES TO INCREASE BY A FACTOR OF APPROXIMATELY 20-40% OVER THE
NEXT TWELVE MONTHS AS ANTICIPATED PRODUCTION INCREASES. I3DX HAS ALLOWED FOR AND
BELIEVES IT WILL HAVE SUFFICIENT CAPITAL FROM THE INTERIM FINANCING SUPPLIED BY
ELGT TO MEET THE ANTICIPATED INCREASE IN PAYROLL FROM THIS ANTICIPATED EMPLOYEE
GROWTH.
THE COMPANY DOES NOT ANTICIPATE ANY OTHER SIGNIFICANT CHANGES IN
OPERATIONS OR PROCEDURES DURING THE NEXT TWELVE MONTH PERIOD.
NOTWITHSTANDING THE FOREGOING GENERAL PROJECTIONS, THE COMPANY IS AWARE
THAT THERE ARE VARIOUS FACTORS WHICH COULD ADVERSELY AFFECT ITS ANTICIPATED
REVENUES, GROSS MARGINS AND OVERHEAD EXPENSES THEREBY RENDERING ITS ANTICIPATED
ABILITY TO OPERATE ON THE INTERIM CAPITAL SUPPLIED BY ELGT TO BE INSUFFICIENT.
THE COMPANY DOES NOT HAVE ANY SPECIFIC SECONDARY PLAN OF FINANCING SHOULD THE
FINANCING SUPPLIED BY ELGT PROVE TO BE INSUFFICIENT UNTIL OR UNLESS REVENUES ARE
ADEQUATE TO MEET OPERATING REVENUES. THE COMPANY MAY ATTEMPT TO OBTAIN
ADDITIONAL INTERIM FINANCING FROM ELGT, THOUGH NO COMMITMENT OR OBLIGATION
EXISTS. ALTERNATIVELY, THE COMPANY MAY SEEK TO COMPLETE AN INTERIM ADDITIONAL
PRIVATE PLACEMENT FINANCING, THOUGH NO ASSURANCE CAN BE GIVEN OR MADE THAT SUCH
FINANCING COULD BE RAISED. FINALLY, THE COMPANY COULD SEEK COMMERCIAL LOAN
SOURCES, THOUGH IT DOES NOT HAVE ANY PRESENT LINE OF CREDIT OR FINANCING
COMMITMENT FROM ANY COMMERCIAL LENDER.
ALL OF THESE FACTORS CONSTITUTE A SIGNIFICANT RISK FACTOR IF THE
COMPANY'S EXPENSES SHOULD EXCEED THOSE PROJECTED FOR THE NEXT TWELVE MONTHS OR
IF ANTICIPATED REVENUES ARE NOT SUFFICIENT BY THE END OF SUCH PERIOD TO COVER
THE ONGOING OPERATING EXPENSES. THE ULTIMATE RISK IS THE COMPANY MAY BE FORCED
TO TERMINATE OPERATIONS SHOULD ADDITIONAL FINANCING BE REQUIRED BUT NOT BE
AVAILABLE. THERE ALSO EXISTS THE POSSIBILITY THAT OTHER 3-D TECHNOLOGIES OR
PROCESSES MAY ADVERSELY IMPACT UPON THE COMPANY'S COMPETITIVE POSITION AND
THEREBY REDUCE ITS ABILITY TO CONTINUE AS AN ONGOING CONCERN. IT IS BELIEVED
THAT ALL OF THESE SPECIFIC FACTORS ARE GENERALLY DISCUSSED ABOVE AND IN THE
ACCOUNTANTS RESERVATION CONCERNING THE COMPANY BEING A "GOING CONCERN." SEE
FINANCIAL STATEMENTS , NOTE 6.
LIQUIDITY AND CAPITAL RESOURCES. THE COMPANY'S PRESENT LIQUIDITY IS
ALMOST FULLY DEPENDENT ON ITS INITIAL FINANCING EFFORTS. THE COMPANY'S INITIAL
CAPITALIZATION CONSISTS OF TANGIBLE ASSETS VALUED AT $3,178,781 BEFORE
DEPRECIATION, AND CASH OF $417,489 PRIOR TO THE SECOND ANTICIPATED DEBENTURE
FINANCING FROM ELGT AS SET-OUT BELOW. FOR ACCOUNTING PURPOSES, THE FIXED ASSETS
ARE VALUED AT THEIR COST BASIS, LESS DEPRECIATION. SEE ATTACHED FINANCIAL
STATEMENTS.
The Company owns an exclusive license from NimsTec Limited, for a fifty
year term with a right of renewal and with no volume restrictions, to utilize
the licensed technology to manufacture and market products throughout its
licensed territory of Canada, Mexico and the United States. The Company is
obligated to pay a license fee, in the amount five percent (5%) of the Company's
gross
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sales, for the term of the license. Ancillary to the license is the right of the
Company to non-exclusive use of various 3D equipment of NimsTec Limited during
the license term without additional consideration. The Company currently also
purchases its raw materials from NimsTec.
ELECTRIC AND GAS TECHNOLOGY, INC. (ELGT) IS A SMALL TECHNOLOGY COMPANY
TRADED ON THE NASDAQ (NATIONAL MARKET SYSTEM) WITH ITS PRINCIPAL OFFICES IN
DALLAS, TEXAS. ELGT HAS MADE AN INITIAL CAPITAL INVESTMENT IN THE COMPANY OF
FIVE HUNDRED THOUSAND DOLLARS AS OF APPROXIMATELY JUNE 30, 1999 FOR WHICH IT
RECEIVED 4,500,000 SHARES OF CLASS "A" COMMON STOCK OF THE COMPANY, AND WARRANTS
TO ACQUIRE AN ADDITIONAL 2,500,000 CLASS "A" SHARES AT THE EXERCISE PRICE OF
$4.00 PER SHARE FOR A TWELVE MONTH PERIOD. ELGT INTENDS TO "SPIN-OFF" OR
DISTRIBUTE TO ITS SHAREHOLDERS THREE MILLION SHARES OF THE COMMON STOCK AND TWO
MILLION OF THE WARRANTS PURSUANT TO A REGISTRATION STATEMENT OF I3DX TO BE
SUBSEQUENTLY FILED AFTER THIS FORM 10-SB. IF ALL OF THE WARRANTS WERE EXERCISED,
OF WHICH THERE IS NO ASSURANCE, THEN THE COMPANY WOULD RECEIVE AN ADDITIONAL
GROSS CAPITALIZATION OF TEN MILLION DOLLARS.
ELGT HAS ALSO ENTERED INTO A FURTHER COMMITMENT TO SUPPLY TO I3DX AN
ADDITIONAL FIVE HUNDRED THOUSAND DOLLARS IN THE FORM OF A 24 MONTH CONVERTIBLE
DEBENTURE, BEARING INTEREST AT 8% ANNUALLY, AND CONVERTIBLE TO I3DX CLASS "A"
SHARES AT THE CONVERSION RATE OF $2.00 PER SHARE FOR A 24 MONTH PERIOD. THIS
CONVERTIBLE LOAN IS PAYABLE UPON COMPLETION OF THE INITIAL I3DX FINANCING AND
DELIVERY OF THE AUDITED FINANCIAL STATEMENTS TO ELGT. IF CONVERTED, THE RESULT
WOULD CAUSE A REDUCTION OF THE DEBT OF THE COMPANY IN EXCHANGE FOR THE ISSUANCE
OF 250,000 SHARES OF I3DX STOCK TO ELGT AT $2.00 PER SHARE. AS NOTED ABOVE,
$66,000 OF THE PROCEEDS WILL BE APPLIED TO PURCHASE THE MINORITY INTEREST IN THE
TO BE FORMED BELGIAN COMPANY. THIS DEBENTURE IS A GENERAL OBLIGATION INSTRUMENT.
FINALLY, ELGT WILL BE ISSUED FIVE HUNDRED THOUSAND 24 MONTH WARRANTS
EXERCISABLE AT $1.00 PER SHARE AS PART OF THE FINANCING COMMITMENT OF ELGT TO
THE COMPANY. THESE WARRANTS WILL BE FOR A 24 MONTH PERIOD; AND, IF EXERCISED,
WOULD RAISE AN ADDITIONAL FIVE HUNDRED THOUSAND DOLLARS IN CAPITAL FOR THE
COMPANY. NO ASSURANCE OR GUARANTEE OF THE EXERCISE OF THESE WARRANTS CAN BE
GIVEN.
THE COMPANY HAS ALSO COMMITTED TO ELGT THAT IT WILL RETIRE THE
$500,000 DEBENTURES FROM THE FIRST $4,000,000 IN WARRANTS EXERCISED BY ELGT,
UNLESS ELGT ELECTS TO CONVERT THE DEBENTURE. AGAIN, NO ASSURANCE OF THE
EXERCISE OF THESE WARRANTS CAN BE MADE. IF THE WARRANTS ARE NOT EXERCISED,
THE COMPANY WILL BE CARRYING A DEBT OBLIGATION OF $500,000 TO ELGT WHICH CAN
ONLY BE PAID FROM ANTICIPATED REVENUES OR EARNINGS. IF THESE EARNINGS DO NOT
MATERIALIZE, THE COMPANY MAY NOT HAVE ANY MEANS OR RESOURCES FROM WHICH TO
PAY ITS OUTSTANDING DEBT OBLIGATIONS AND MAY BE FORCED INTO A POSITION OF
ILLIQUIDITY.
OF THE PROCEEDS RECEIVED FROM ELGT TO DATE, $500,000, AND THE
ANTICIPATED ADDITIONAL $500,000, THE COMPANY WILL RETIRE CURRENT OBLIGATIONS
AND ACCOUNTS IN THE AMOUNT OF APPROXIMATELY $15,000; USE APPROXIMATELY
$300,000 FOR MARKETING AND OPERATIONS; HOLD $66,000 IN RESERVE FOR THE
PURCHASE OF AN INTEREST IN THE TO BE FORMED BELGIAN CORPORATION; AND EMPLOY
THE APPROXIMATE BALANCE OF $619,000 AS A WORKING CAPITAL RESERVE TO BE
EMPLOYED TO COVER ANTICIPATED OPERATING LOSSES FOR THE NEXT TWELVE MONTHS.
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RESULTS OF OPERATIONS. AS NOTED ABOVE, THE COMPANY HAS VERY LIMITED
REVENUES TO DATE. HOWEVER, THE COMPANY HAS COMPLETED ITS WEBSITE AND IS PURSUING
ITS MARKETING ACTIVITIES AS DESCRIBED ABOVE.
MANAGEMENT'S PRESENT PROJECTED USE OF THE INITIAL PROCEEDS OBTAINED
FROM ELGT, AS GENERALLY DESCRIBED ABOVE, WILL BE MORE FULLY SET-OUT IN THE USE
OF PROCEEDS SECTION OF A SB-2 REGISTRATION STATEMENT ANTICIPATED TO BE FILED FOR
THE COMPANY. THIS REGISTRATION STATEMENT, IF FILED AND APPROVED, MAY BE MADE
AVAILABLE, WITHOUT COST, TO ANY INTERESTED SHAREHOLDER OR OTHER PARTY BY INQUIRY
TO THE COMPANY AT ITS OFFICES LISTED ABOVE, OR WILL BE AVAILABLE AS A FILED
DOCUMENT UNDER THE SEC EDGAR FILER WEBSITE DESIGNATED AS WWW.SEC.GOV.
Y2K DISCLOSURE. FROM INCEPTION IN JUNE 1999 TO YEAR END THE COMPANY
EXPENDED APPROXIMATELY ONE THOUSAND DOLLARS ($1,000) TO ATTEMPT TO INSURE THAT
ITS INTERNAL COMPUTER SYSTEMS, INCLUDING CRITICAL INTERNET CONNECTIONS, WOULD
CAUSE THE COMPANY'S COMPUTERS TO RECOGNIZE THE YEAR 2000 CHANGE AND CONTINUE TO
FUNCTION NORMALLY. AS OF THE DATE OF THIS AMENDED REPORT, ALL OF THE COMPANY'S
INTERNAL COMPUTER SYSTEMS APPEAR TO BE FUNCTIONING NORMALLY AND ALL HARDWARE AND
SOFTWARE COMPONENTS ARE RECOGNIZING THE YEAR 2000 DATE. FURTHER, THE COMPANY HAS
NOT REALIZED ANY COMPUTER RELATED FAILURES IN ANCILLARY SYSTEMS EMPLOYING
COMPUTER COMPONENTS SUCH AS TELEPHONE SYSTEMS, FAXES OR OTHER EQUIPMENT.
FINALLY, THE COMPANY IS RECEIVING ORDERS AND TRANSMITTING PRODUCT VIA THE
INTERNET WITHOUT INTERRUPTION.
ITEM 3. DESCRIPTION OF PROPERTY.
THE COMPANY OWNS $3,178,781 OF TANGIBLE ASSETS AND CASH OF $417,489.
THE COMPANY'S RIGHT TO THE USE OF ADDITIONAL PRODUCTION EQUIPMENT, TECHNOLOGY
AND FACILITIES UNDER LEASE OR LICENSE AGREEMENTS ARE DESCRIBED BY CATEGORY
BELOW. THE COMPANY'S CAPITALIZATION, AS DESCRIBED IN THE PRECEDING SECTION,
PRIMARILY CONSISTS OF ITS PROPERTY AND CASH. FOR ACCOUNTING PURPOSES, THE
LEASEHOLDS AND LICENSE RIGHTS, INCLUDING PROPERTY AVAILABLE FOR NON-EXCLUSIVE
USE UNDER THE LICENSE WITH NIMSTEC, ARE NOT VALUED.
TANGIBLE PRODUCTION EQUIPMENT. IN ADDITION TO THE TANGIBLE ASSETS
GENERALLY DESCRIBED ABOVE, WHICH ARE USED FOR PRODUCTION, THE COMPANY HAS THE
NON-EXCLUSIVE USE, UNDER ITS LICENSE, OF VARIOUS OTHER EQUIPMENT OWNED BY THE
LICENSOR. TITLE TO THIS EQUIPMENT REMAINS WITH NIMSTEC. THIS EQUIPMENT IS NOT
INCLUDED IN THE FINANCIAL STATEMENTS FOR THE COMPANY. THE COMPANY BELIEVES
ITS OWNED EQUIPMENT, PLUS THE NIMSTEC "USE" EQUIPMENT, TO BE SUFFICIENT
EQUIPMENT FOR THE INITIAL INTENDED PRODUCTION OF THE 3D IMAGING PRODUCTS.
LEASEHOLDS. THE COMPANY PRESENTLY LEASES ITS PRINCIPAL OFFICE
FACILITIES AT 4850 RIVER GREEN PARKWAY, DULUTH, GEORGIA. THESE PREMISES
CONSIST OF ADMINISTRATIVE AND MANUFACTURING AREA OF APPROXIMATELY 26,500
SQUARE FEET. THE PROPERTY IS HELD UNDER A SEVEN YEAR LEASE AT A MONTHLY LEASE
RATE OF $ 18,000, WITH NO RIGHT OF RENEWAL.
ITEM 4. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND
MANAGEMENT.
I3DX IS CURRENTLY A PRIVATELY HELD CORPORATION WITH ITS LICENSOR AND
PRINCIPAL SHAREHOLDER BEING, NIMSTEC LIMITED, A BERMUDA CORPORATION. NIMSTEC
CURRENTLY HOLDS THIRTY MILLION SHARES OF AN AUTHORIZED NINETY MILLION SHARES OF
THE CLASS "A" COMMON STOCK, CONSTITUTING 87% OF THE
10
<PAGE>
ISSUED AND OUTSTANDING SHARES, AND TEN MILLION SHARES OF AN AUTHORIZED TEN
MILLION SHARES OF THE CLASS "B" COMMON STOCK. IT SHOULD BE NOTED THE CLASS "B"
COMMON STOCK REPRESENTS 51% OF THE VOTING SHARES IN THE COMPANY. THE ONLY OTHER
SIGNIFICANT PRESENT SHAREHOLDER IS ELECTRIC GAS AND TECHNOLOGY, INC., A SMALL
PUBLICLY TRADED NASDAQ NATIONAL MARKET SYSTEM CORPORATION, (ELGT) WHOSE
RELATIONSHIP IS SUBSEQUENTLY EXPLAINED IN THIS REGISTRATION STATEMENT AS A
FUNDING AND CONSULTING PUBLIC COMPANY, AND WHICH IS ALSO ASSISTING I3DX IN THE
PARTIAL DISTRIBUTION OF ITS STOCK TO ELGT SHAREHOLDERS THROUGH AN INTERIM
CAPITALIZATION BY ELGT.
ELGT CURRENTLY HOLDS 4,500,000 SHARES OF CLASS "A" COMMON STOCK OF
WHICH IT INTENDS TO DISTRIBUTE THREE MILLION TO ITS SHAREHOLDERS PURSUANT TO AN
ANTICIPATED SB-2 REGISTRATION STATEMENT BY THE COMPANY EXPECTED TO BE FILED
DURING THE REVIEW OF THIS FORM 10, TOGETHER WITH TWO MILLION WARRANTS OUT OF 2.5
MILLION EXERCISABLE FOR ADDITIONAL CLASS "A" COMMON SHARES TO ITS SHAREHOLDERS
AT $4.00 PER SHARE TO ACQUIRE ONE SHARE FOR EACH WARRANT EXERCISED. AFTER THE
INTENDED DISTRIBUTION, ELGT WOULD CONTINUE TO DIRECTLY OWN APPROXIMATELY 1.5
MILLION I3DX CLASS "A" COMMON RESTRICTED SHARES AND WARRANTS TO ACQUIRE AN
ADDITIONAL 0.5 MILLION SHARES. IN ADDITION, I3DX HAS RESERVED AN ADDITIONAL SIX
MILLION CLASS "A" SHARES FOR WARRANTS OR OPTIONS OF WHICH ELGT HAS RECEIVED A
WARRANT RIGHT UNDER WHICH IT MAY ACQUIRE UP TO 500,000 SHARES IN A TWENTY-FOUR
MONTH WARRANT PERIOD AT $1.00 PER SHARE. AT PRESENT THERE ARE NO OTHER ISSUED
AND OUTSTANDING SHARES OR SHAREHOLDERS OF THE COMPANY.
IN THIS SECTION, WITHOUT FURTHER NARRATIVE DISCUSSION, THE COMPANY
ATTEMPTS TO SET OUT GRAPHICALLY A SUMMARY OF THOSE HOLDINGS BY THE PRINCIPAL
SECURITY HOLDERS, INCLUDING ALL WARRANT AND OPTIONS RIGHTS:
11
<PAGE>
<TABLE>
<CAPTION>
- ------------------------- ----------------------- ---------------------- -----------------------
Current Percentage of
Issued Shares /
percentage assuming
Max. No. of Shares all options or
Issued / or to be warrants are
Security Holder Type of Security Issued Exercised
- ------------------------- ----------------------- ---------------------- -----------------------
<S> <C> <C> <C>
NimsTec Limited(1) 30,000,000 87.0%
Class "A" Common (issued) -----
80%
- ------------------------- ----------------------- ---------------------- -----------------------
NimsTec Limited Class "B" Common 10,000,000 100%
(51% of voting shares) (issued) ----
100%
- ------------------------- ----------------------- ---------------------- -----------------------
ELGT (2) Class "A" Common 4,500,000 13.0%
(issued) -----
12%
- ------------------------- ----------------------- ---------------------- -----------------------
ELGT Class "A" Warrants at 2,500,000 0%
$4.00/share (3) (issued) ---
6.7%
- ------------------------- ----------------------- ---------------------- -----------------------
ELGT Warrants for 500,000 500,000 0%
Class "A" Shares at (issued) ---
$1.00/share (4) 1.3%
- ------------------------- ----------------------- ---------------------- -----------------------
</TABLE>
(1) NimsTec is a privately held Bermuda corporation whose principal
shareholders are:
- Dr. Jerry Nims 38%
- L'Ami Foundation 24%
(2) ELGT is a publicly held Texas Corporation. Following are the directors
and principal officers holding shares, together with their shareholder
percentage. There are no other shareholders which hold 10% or more of the
ELGT stock:
- S. Mort Zimmerman, Director, President and Chairman, 10.88%
- Daniel A. Zimmerman, Director, Vice President, 4.64%
- Edmund Bailey, Director, Vice President, CFO, .86%
- Fred M. Updegraff, Director, Vice President, Treasurer, 1.10%
(3) These warrants are exercisable at $4.00/share for twelve months and were
deemed issued on July 3, 1999.
(4) These warrants are exercisable at $1.00/share for twenty-four months,
and were issued on August 9, 1999.
12
<PAGE>
ITEM 5. DIRECTORS AND EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS.
DIRECTORS AND EXECUTIVE OFFICERS. THE FOLLOWING CHART SETS OUT A LIST
OF THE DIRECTORS AND PRINCIPAL EXECUTIVE OFFICERS. FOLLOWING THE CHART IS A
BRIEF RESUME OF EACH OF THE DIRECTORS AND OFFICERS.
<TABLE>
<CAPTION>
- ------------------------- ----------------------- ---------------------- -----------------------
NAME TITLE CURRENT TERM OF YEARS OF SERVICE
OFFICE
- ------------------------- ----------------------- ---------------------- -----------------------
<S> <C> <C> <C>
DR. JERRY C. NIMS CHAIRMAN OF THE 6/18/99 TO 6/30/00* FROM INCEPTION JUNE,
BOARD, CEO, CTO 1999
- ------------------------- ----------------------- ---------------------- -----------------------
PAUL F. PETERS DIRECTOR, 6/18/99 TO 6/30/00* FROM INCEPTION JUNE,
PRESIDENT, 1999
COO
- ------------------------- ----------------------- ---------------------- -----------------------
RONALD J. DOEVE EXECUTIVE VICE 10/1/99 TO 6/30/00* FROM OCT. 1999
PRESIDENT, SECRETARY
- ------------------------- ----------------------- ---------------------- -----------------------
DR. WILLIAM KARCZES, PHD SR. VICE PRESIDENT, 11/1/99 TO 6/30/00* FROM NOV. 1999
RESEARCH & DEVELOPMENT
- ------------------------- ----------------------- ---------------------- -----------------------
JAMES COLLINS TREASURER, CFO 9/1/99 TO 6/30/00* FROM SEP. 1999
- ------------------------- ----------------------- ---------------------- -----------------------
</TABLE>
*UNLESS OTHERWISE REPLACED AT THE PLEASURE OF THE BOARD OF DIRECTORS
THE FOLLOWING TABLE SETS-OUT THE OWNERSHIP OF THE COMPANY'S STOCK BY ALL
PRINCIPAL OFFICERS AND DIRECTORS:
13
<PAGE>
<TABLE>
<CAPTION>
- ------------------------------- ---------------------------- ----------------------------- ----------------------------
TITLE OF CLASS(1) NAME & ADDRESS OF AMOUNT & NATURE OF PER CENT OF CLASS
BENEFICIAL OWNER BENEFICIAL OWNER
- ------------------------------- ---------------------------- ----------------------------- ----------------------------
<S> <C> <C> <C>
COMMON STOCK DR. JERRY C. NIMS 0 0%
"4850 RIVER GREEN PARKWAY,
DULUTH GEORGIA 30096"
- ------------------------------- ---------------------------- ----------------------------- ----------------------------
COMMON STOCK PAUL F. PETERS 0 0%
"4850 RIVER GREEN PARKWAY,
DULUTH GEORGIA 30096"
- ------------------------------- ---------------------------- ----------------------------- ----------------------------
COMMON STOCK RONALD J. DOEVE 0 0%
"4850 RIVER GREEN PARKWAY,
DULUTH GEORGIA 30096"
- ------------------------------- ---------------------------- ----------------------------- ----------------------------
COMMON STOCK DR. WILLIAM 0 0%
KARCZES, PHD
"4850 RIVER GREEN PARKWAY,
DULUTH GEORGIA 30096"
- ------------------------------- ---------------------------- ----------------------------- ----------------------------
COMMON STOCK JAMES COLLINS 0 0%
"4850 RIVER GREEN PARKWAY,
DULUTH GEORGIA 30096"
- ------------------------------- ---------------------------- ----------------------------- ----------------------------
</TABLE>
THE COMPANY HAS ONLY ONE CLASS OF STOCK, CLASS "A" WHICH WILL BE USED
FOR FINANCING PURPOSES. THE CLASS "B" SHARES REPRESENT AN EQUAL OWNERSHIP PER
SHARE, BUT 51% OF THE VOTING CONTROL, AND WILL BE HELD EXCLUSIVELY BY NIMSTEC
LIMITED.
(1)WHILE DR. NIMS DOES NOT DIRECTLY HOLD ANY SHARES IN THE COMPANY, HE
IS AN INDIRECT BENEFICIAL OWNER BY OWNING A LITTLE MORE THAN ONE-THIRD OF
NIMSTEC LIMITED.
BIOGRAPHICAL INFORMATION.
DR. JERRY C. NIMS, AGE 64. DR. NIMS IS THE FOUNDER OF THE COMPANY
AND ACTS AS ITS BOARD CHAIRMAN. HE IS ALSO THE CHIEF EXECUTIVE OFFICER AND
THE CHIEF TECHNICAL OFFICER. DR. NIMS HAS BEEN ACTIVE IN THE DEVELOPMENT OF
3D TECHNOLOGY OVER THE PAST 32 YEARS. DR. NIMS OBTAINED HIS FIRST PATENT IN
3-DIMENSIONAL TECHNOLOGY IN 1974. FROM 1970 TO 1984 HE WAS INVOLVED WITH
NIMSLO TECHNOLOGY, INC. IN THE DEVELOPMENT OF VARIOUS 3D TECHNOLOGIES AND
PATENTS. FROM 1984 TO 1990, HE WAS AFFILIATED WITH OLSEN GROUP OF NORWAY.
FROM 1990 TO 1995 HE WAS PRIMARILY ENGAGED IN INTEREST OUTSIDE THE TECHNOLOGY
FIELD. FROM 1996 TO PRESENT, HE HAS BEEN A FULL-TIME OFFICER OF NIMSTEC
LIMITED. DR. NIMS WILL CONTINUE TO PARTICIPATE WITH NIMSTEC LIMITED AS AN
OFFICER AND DIRECTOR. HE WILL, HOWEVER, NOT PARTICIPATE AS EITHER AN OFFICER
OR DIRECTOR OF THE COMPANY IN ANY
14
<PAGE>
MATTER WHICH MATERIALLY EFFECTS THE CONTRACTUAL RELATIONSHIP BETWEEN THE
COMPANY AND NIMSTEC LIMITED. IT IS INTENDED THAT DR. NIMS WILL SERVE THE
COMPANY ON AN AS NEEDED BASIS.
PAUL F. PETERS, AGE 36. MR. PETERS WILL ACT AS PRESIDENT AND COO OF
THE COMPANY. MR. PETERS WAS FORMALLY WITH THE BANK OF NEW ENGLAND AS A
FINANCIAL/EDP (ELECTRONIC DATA PROCESSING) AUDITOR FROM APPROXIMATELY
1985-1987. HE ALSO HAS WORKED IN THE INVESTMENT BANKING FIELD, INCLUDING VICE
PRESIDENT FOR LEHMAN BROTHERS INTERNATIONAL PRIVATE CLIENT GROUP FROM
1988-1995. PREVIOUSLY, MR. PETERS WAS THE DIRECTOR OF BUSINESS DEVELOPMENT
FOR NIMSTEC LIMITED FROM APPROXIMATELY 1996 THROUGH JUNE, 1999. MR. PETERS
TRAVELED GLOBALLY FOR TWO YEARS FOR NIMSTEC LIMITED, DEVELOPING A FIVE-YEAR
PLAN AND BUSINESS MODEL AND NEGOTIATING GLOBAL ALLIANCES AND PARTNERSHIPS. IT
IS ANTICIPATED THAT MR. PETERS WILL SERVE THE COMPANY ON A FULL TIME BASIS.
RONALD J. DOEVE, AGE 47. PRESENT: I3DX, EXECUTIVE VICE PRESIDENT,
GENERAL COUNSEL AND SECRETARY. 1989 TO PRESENT: COUNSEL TO PARIBAS AFFILIATE;
ACQUISITION COUNSEL SINCE 1998; 1997 TO PRESENT: COUNSEL TO DUTCH GOVERNMENT
TRUSTEE IN GEORGIA LITIGATION; 1992 TO PRESENT: SPECIAL MASTER/RECEIVER FOR
GEORGIA SUPERIOR COURTS, GWINNETT CIRCUIT; 1984 TO 1986: LITIGATION COUNSEL,
DEPARTMENT OF TREASURY/INTERNAL REVENUE SERVICE, SOUTHEAST REGION. MR. DOEVE
JOINED THE COMPANY IN OCTOBER 1999 AND IT IS EXPECTED HE WILL SERVE ON A FULL
TIME BASIS.
DR. WILLIAM M. KARSZES, PHD, AGE 52. PRESENT: I3DX, SENIOR VICE
PRESIDENT, RESEARCH & DEVELOPMENT AND MANUFACTURING. 1992 TO 1999:
PRESIDENT/CONSULTANT, PLASTIC ASSOCIATES, INC. OVER 30 YEARS OF EXPERIENCE IN
ALL FORMS OF PLASTIC PROCESSING. WIDE RANGE OF EMPLOYMENT WITH VARIOUS
MULTINATIONALS INCLUDING GENERAL ELECTRIC, CIBA GEIGY, AND AMERITECH. CONSULTING
CLIENTS INCLUDING AMERICAN CYANAMID, POLYMER GROUP INC. (PGI), AT&T, ETC. MR.
KARSZES JOINED THE COMPANY IN NOVEMBER 1999 AND IT IS EXPECTED WILL SERVE ON A
FULL TIME BASIS.
JAMES COLLINS, AGE 52. FROM 1987 TO DATE MR. COLLINS HAS OWNED AND
OPERATED COLLINS & COMPANY WHICH PROVIDES MANAGEMENT ACCOUNTING SERVICES TO
VARIOUS BERMUDA BASED COMPANIES, INCLUDING SHIPPING AND REAL ESTATE INTERESTS.
MR. COLLINS IS A MEMBER OF THE INSTITUTE OF CHARTERED ACCOUNTANTS AND WAS A
FOUNDING MEMBER OF THE INSTITUTE OF CHARTERED ACCOUNTANTS FOR BERMUDA. FROM 1973
TO 1986 HE WAS THE TREASURER AND HELD OTHER OFFICES IN TMX, LTD., THE
INTERNATIONAL FINANCIAL AND DISTRIBUTION AFFILIATE OF TIMEX CORPORATION. HE HELD
SEVERAL DIRECTORSHIPS WITHIN THE GROUP. HE WAS ALSO A FORMER DIRECTOR OF
ACCOUNTING SERVICES FOR PEAT MARWICK MITCHELL. MR. COLLINS WILL ACT AS THE CHIEF
FINANCIAL OFFICER AND THE TREASURER OF THE COMPANY. IT IS INTENDED MR. COLLINS
WILL SERVE THE COMPANY ON AN AS NEEDED BASIS.
KEY ADVISORS
SIR DAVID GIBBONS, Age 72. Sir David currently serves as the CEO of
Edmund Gibbons Ltd. and the Chairman of Colonial Insurance C.O. Ltd. both
privately held Bermuda based corporations. From 1958-1999 Sir David served first
as a Director of the Board of N. T. Butterfield & Sons Ltd. and lastly as the
Chairman (1986-1997). Sir David also has a long history of service in various
positions in the government of the Bermuda last serving as the Chairman of the
Bermuda Monetary Authority (1984-1986) and previously as Finance Minister and a
Member or Parliament. He was awarded the title KBE by her majesty the Queen in
January 1985. Sir David will advise the Company on an as needed basis.
15
<PAGE>
DAVID PERDUE, Age 45. Currently Executive Vice President for Reebok
International Ltd. since 1998 where he was responsible for three of Reebok's
four divisions, including Global Marketing, Global Sales and Global
Operations. Prior to his affiliation with Reebok, Mr. Perdue was Senior Vice
President for Haggar Apparel (1995-1998) and was responsible for global sales
and distributions. From 1993 - 1995 he was the President of Sara Lee Asia.
Mr. Perdue will act as a Director and consultant to the Company starting
December, 1999. Mr. Perdue will advise the Company on an as needed basis.
ITEM 6. EXECUTIVE COMPENSATION.
<TABLE>
<CAPTION>
- ------------------- --------- -------------------------------------- -------------------------------------------------- ------------
ALL OTHER
NAME AND COMPENSATION
PRINCIPAL POSITION YEAR ANNUAL COMPENSATION LONG TERM COMPENSATION ($)
------------- ----------- ------------ ------------------------------------- ------------
OTHER AWARDS PAYOUTS
ANNUAL ------------------------------------- ------------
SALARY BONUS COMPENSATION RESTRICTED SECURITIES LTIP
($) ($) ($) STOCK AWARD(S) UNDERLYING PAYOUTS
($) OPTIONS/SARS ($)
(#)
- ------------------- --------- -------------------------------------- -------------------------------------------------- ------------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
PAUL F. PETERS, 1999 $36,000 0 0 0 0 0 0
PRESIDENT
- ------------------- --------- -------------------------------------- -------------------------------------------------- ------------
DR. JERRY NIMS, 1999 $36,000 0 0 0 0 0 0
CHAIRMAN OF THE
BOARD, CEO
- ------------------- --------- -------------------------------------- -------------------------------------------------- ------------
</TABLE>
NONE OF THE CURRENT OR PROSPECTIVE OFFICERS HAVE BEEN GRANTED ANY
OPTIONS, WARRANTS OR 401K OR OTHER STOCK RIGHTS IN THE COMPANY. FURTHER, THE
COMPANY DOES NOT PRESENTLY HAVE ANY ESTABLISHED PENSION, STOCK OPTION, OR
STOCK INCENTIVE OR RELATED TYPE PLANS.
SALARIES HAVE BEEN PAID TO MESSRS. NIMS AND PETERS SINCE JULY, 1999.
NO SALARIES HAVE BEEN FIXED FOR THE OTHER OFFICERS WHO WILL INITIALLY SERVE
ON A PART-TIME BASIS.
DR. NIMS, WHILE NOT DIRECTLY HOLDING SHARES IN THE COMPANY, IS A
MINORITY OWNER (A LITTLE MORE THAN ONE-THIRD) IN THE LICENSOR OF THE COMPANY,
NIMSTEC LIMITED, A BERMUDA CORPORATION, WHICH CURRENTLY OWNS APPROXIMATELY
87% OF THE ISSUED AND OUTSTANDING CLASS "A" COMMON STOCK OF THE COMPANY AND
100% OF THE CLASS "B" COMMON STOCK (REPRESENTING 51% OF THE VOTING RIGHTS IN
THE
16
<PAGE>
COMPANY). AS A RESULT, IT SHOULD BE DEEMED THAT DR. NIMS IS AN INDIRECT
BENEFICIAL OWNER OF THE SHARES SET-OUT IN THE FOREGOING TABLE.
ITEM 7. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS.
AS GENERALLY DESCRIBED UNDER ITEM 1 "DESCRIPTION OF BUSINESS" AND
ITEM 4 "BENEFICIAL OWNERSHIP OF STOCK", THERE ARE DEEMED TO BE TWO AFFILIATED
ENTITIES WHICH MAY HAVE A MATERIAL INFLUENCE OR RELATIONSHIP WITH THE
COMPANY'S OPERATIONS.
- - NIMSTEC LIMITED CURRENTLY HOLDS 87% OF ALL CLASS "A" SHARES OF THE
COMPANY AND 100% OF THE CLASS "B" SHARES. THE CLASS "B" SHARES REPRESENT
51% OF THE VOTING SHARES. EVEN IF ALL PRESENT OPTIONS AND WARRANTS
OUTSTANDING WERE EXERCISED AND THE CONVERTIBLE DEBENTURES WERE CONVERTED
TO CLASS "A" SHARES BY ELGT, NIMSTEC WOULD CONTINUE TO HOLD 80% OF THE
CLASS "A" SHARES AND ALL OF THE CLASS "B" SHARES. AS A RESULT, NIMSTEC IS
IN CONTROL OF THE COMPANY AND WILL REMAIN IN CONTROL FOR THE FORESEEABLE
FUTURE. DR. JERRY C. NIMS WHO IS A PRINCIPAL OFFICER IN I3DX IS ALSO AN
OFFICER IN NIMSTEC LIMITED AND HOLDS APPROXIMATELY ONE-THIRD (1/3) OF THE
SHARES IN THAT ENTITY. ACCORDINGLY, DR. NIMS MUST BE CONSIDERED TO BE IN
A POSITION TO EXERCISE POTENTIAL CONTROL OVER THE COMPANY.
- - ELGT PRESENTLY OWNS 13% OF THE CLASS "A" SHARES AND HAS OPTION AND
CONVERSION RIGHTS TO ACQUIRE An ADDITIONAL 7.0% AS A RESULT, ELGT MUST BE
CONSIDERED TO HAVE SIGNIFICANT INFLUENCE IN THE COMPANY.
- - NIMSTEC LIMITED, AS PREVIOUSLY DESCRIBED, ACTS AS A LICENSOR FOR THE
COMPANY FOR ALL OF ITS TECHNOLOGICAL RIGHTS. NIMSTEC ALSO HAS A
RELATIONSHIP TO SUPPLY THE PROCESSING FILM AND MATERIALS TO THE COMPANY.
IT IS DOUBTFUL THE COMPANY COULD CONTINUE IN ITS INTENDED OPERATIONS IN
ANY MANNER WITHOUT THE LICENSE RIGHTS GRANTED AND EQUIPMENT PROVIDED BY
NIMSTEC UNDER THE LICENSING AGREEMENT AS GENERALLY DESCRIBED ABOVE. THE
CHAIRMAN OF THE BOARD OF THE COMPANY, DR. NIMS, CONTINUES TO ACT AS A
MANAGER WITHIN NIMSTEC LIMITED. THE FACT THAT DR. NIMS IS A MINORITY
INTEREST OWNER IN NIMSTEC, AS WELL AS THE CHAIRMAN OF THE BOARD OF THE
COMPANY, MAY CREATE CERTAIN POTENTIAL CONFLICTS OF INTEREST.
SPECIFICALLY, IT IS NOTED THAT DR. NIMS HAS POSITIONS WITH A BENEFICIAL
OWNERSHIP INTEREST IN THE COMPANY AND IN NIMSTEC LIMITED, AS WELL AS THE
RESULTING BENEFICIAL OWNERSHIP OF THE NIMSTEC LIMITED INTEREST IN THE
COMPANY. THE COMPANY BELIEVES THAT IS HAS PROVIDED ADEQUATE SAFEGUARDS
AGAINST THESE POTENTIAL CONFLICTS BY ADOPTING A PROTOCOL. UNDER THE
PROTOCOL, DR. NIMS WILL CONTINUE TO PARTICIPATE IN NIMSTEC LIMITED. HE
WILL NOT, HOWEVER, PARTICIPATE, AS EITHER AN OFFICER OR DIRECTOR OF I3DX,
IN ANY MATTER WHICH MATERIALLY EFFECTS ANY CONTRACTUAL RELATIONSHIP
BETWEEN THE COMPANY AND NIMSTEC LIMITED. IT IS NOTED THAT THE PRIMARY
CONTRACTUAL RELATIONSHIP BETWEEN THESE TWO ENTITIES IS ALREADY SPECIFIED
AND GOVERNED BY THE JUNE 30, 1999 ASSET AND LICENSE PURCHASE AGREEMENT.
IT IS NOT ANTICIPATED THAT THE COMPANY WILL BE INVOLVED WITH NIMSTEC
LIMITED IN ANY MATERIAL DEALINGS OUTSIDE OF THE TERMS OF SAID AGREEMENT.
NONETHELESS, BECAUSE OF THE PREDOMINANT SHAREHOLDER INTEREST OF NIMSTEC
LIMITED IN THE COMPANY, IT SHOULD BE DEEMED THAT NIMSTEC MAY BE IN A
POSITION TO SUBSTANTIALLY CONTROL THE DIRECTION OF THE COMPANY.
- - ELGT should be considered as an affiliated company, as it has supplied
interim capital financing to the Company and will be engaged with the
Company in a "spin-off" of various shares of i3Dx to ELGT shareholders as
part of a contemporaneously filed registration statement. While ELGT does
17
<PAGE>
not have a position on the Board of Directors or any management authority
or rights in the Company, it does hold in excess of ten per cent of the
issued and outstanding shares of the Company at the present time and by
such shareholder position should be considered a control or affiliated
party.
- - TO THE BEST KNOWLEDGE OF THE COMPANY, THERE ARE NO OTHER AFFILIATED
PERSONS OR RELATED PARTY CONTRACTUAL RELATIONSHIPS OTHER THAN DESCRIBED
IN THIS SECTION AND MORE FULLY SET-OUT IN OTHER PARTS OF THIS
REGISTRATION STATEMENT.
ITEM 8. DESCRIPTION OF SECURITIES.
THE COMPANY HAS TWO CLASSES OF COMMON STOCK. A CLASS "A" COMMON STOCK
CONSISTING OF 90 MILLION SHARES, AUTHORIZED AT $0.01 PAR VALUE AND 10 MILLION
CLASS "B" COMMON SHARES HAVING A $0.01 PAR VALUE. THE COMPANY HAS NO PREFERRED
OR OTHER CLASSES OF SHARES.
THE CLASS "B" VOTING SHARES CONSTITUTE 51% OF THE VOTING RIGHTS IN THE
COMPANY AND ARE ALL ISSUED AND HELD BY NIMSTEC LIMITED AS PREVIOUSLY
DESCRIBED. OF THE 90 MILLION AUTHORIZED CLASS "A" COMMON SHARES, PRESENTLY
34,500,000 SHARES ARE ISSUED AND AN ADDITIONAL 3,250,000 SHARES ARE SUBJECT
TO BE ISSUED PURSUANT TO VARIOUS DEBENTURE CONVERSION RIGHTS OR WARRANTS. THE
AGGREGATE OF THE CLASS "A" SHARES HOLD 49% OF THE VOTING RIGHTS IN THE
COMPANY.
THE CLASS "B" SHARES WOULD BE ENTITLED TO 51% OF ANY STOCK DIVIDEND
AND THE CLASS "A" SHARES ENTITLEMENT WOULD BE 49%.
THERE ARE NO PREEMPTIVE RIGHTS OR CUMULATIVE VOTING PROVISIONS IN THE
COMPANY. AT PRESENT, THE COMPANY PAYS NO DIVIDENDS AND IT DOES NOT ANTICIPATE
IN THE FORESEEABLE FUTURE THAT THERE WILL BE ANY DIVIDENDS PAID.
NO FULLY ISSUED AND SUBSCRIBED SHARE SUBJECT TO REDEMPTION,
ASSESSMENT, OR CALL.
THE DEBT SECURITIES OF THE COMPANY CONSTITUTE THE RIGHT TO ACQUIRE
250,000 CLASS "A" SHARES, WHICH MAY BE ISSUED PURSUANT TO THE CONVERTIBLE
DEBENTURE AS GENERALLY DESCRIBED UNDER THE MANAGEMENT'S DISCUSSION AND
ANALYSIS AND A TOTAL OF 3,000,000 WARRANTS FOR 3,000,000 CLASS "A" COMMON
SHARES. NO ASSURANCE OF WHETHER THE DEBENTURES WILL BE CONVERTED OR THE
WARRANTS EXERCISED CAN BE MADE OR GIVEN AT THIS TIME.
PART II
ITEM 1. MARKET PRICE AND DIVIDENDS ON REGISTRANT'S COMMON EQUITY & OTHER
SHAREHOLDER MATTERS.
THE COMPANY DOES NOT HAVE A PRICE RANGE FOR ITS SECURITIES, AS IT HAS NOT
ISSUED ANY PUBLICLY TRADED STOCK TO DATE. IT IS NOT ANTICIPATED THAT THERE CAN
BE ANY PUBLIC TRADING IN THE COMPANY'S STOCK UNTIL AFTER THE FILING AND
EFFECTIVENESS OF THIS REGISTRATION STATEMENT AND A SUBSEQUENTLY ANTICIPATED SB-2
REGISTRATION STATEMENT PERTAINING TO THE "SPIN OFF" OF THE COMPANY STOCK TO
VARIOUS ELGT SHAREHOLDERS AS PREVIOUSLY SET OUT AND EXPLAINED.
18
<PAGE>
NO BROKER/DEALERS OR OTHERS ACTING AS POTENTIAL MARKET MAKERS HAVE
MADE ANY COMMITMENT TO MAINTAIN OR TO INITIATE A TRADING MARKET IN THE
COMPANY'S STOCK UPON COMPLETION OF THE "SPIN OFF." IT IS ANTICIPATED THAT THE
SHARES "SPUN OFF" TO ELGT SHAREHOLDERS MAY BE SUBJECT TO LIMITED TRADING ON
THE ELECTRONIC BULLETIN BOARD ARISING OUT OF THE DESIRE TO TRADE SUCH
SECURITIES BY THESE SHAREHOLDERS, THOUGH NO ASSURANCE OF ANY SUCH MARKET
ACTIVITY CAN BE MADE. THE COMPANY'S LONGER TERMS OBJECTIVE WOULD BE TO
ATTEMPT TO MEET, AS SOON AS POSSIBLE, THE LISTING REQUIREMENTS FOR NASDAQ
"SMALL CAP" STATUS AND BE TRADED ON THAT MARKET, THOUGH NO ASSURANCE OR
WARRANTY WHETHER OR WHEN SUCH QUALIFICATION WILL BE MET, CAN BE GIVEN.
THE COMPANY DOES NOT PRESENTLY PAY ANY DIVIDENDS AND DOES NOT ANTICIPATE
PAYING DIVIDENDS FOR THE FORESEEABLE FUTURE. CURRENTLY THE COMPANY HAS NO
EARNING FROM WHICH TO PAY DIVIDENDS AND ANY FUTURE EARNING ARE ANTICIPATED TO BE
REINVESTED. THE COMPANY INTENDS TO RETAIN ALL EARNINGS FOR GROWTH PURPOSES. THE
COMPANY WAS ONLY RECENTLY ORGANIZED, IN JUNE, 1999, AND HAS NOT HAD ANY FORMAL
SHAREHOLDER MEETINGS SINCE SUCH ORGANIZATION. THE COMPANY PRESENTLY ANTICIPATES
HOLDING ITS FIRST ANNUAL SHAREHOLDERS' MEETING IN LATE CALENDAR YEAR 2000,
THOUGH NO SPECIFIC DATE HAS BEEN SET BY THE BOARD OF DIRECTORS AT THIS TIME. TO
THE BEST KNOWLEDGE OF THE COMPANY, THERE ARE NO PENDING SHAREHOLDER MATTERS OR
PROPOSED ITEMS TO BE INCLUDED IN ANY SPECIAL OR GENERAL MEETING OF SHAREHOLDERS,
NOR HAS ANY SUCH MEETING BEEN REQUESTED.
AT PRESENT THERE ARE 3,000,000 SHARES SUBJECT TO OPTION RIGHTS TO ELGT
AND 250,000 SHARES SUBJECT TO DEBENTURE CONVERSION TOTALLY 8.6% OF ALL PRESENTLY
ISSUED AND OUTSTANDING SHARES IF PRESENTLY EXERCISED OR CONVERTED. SHARES
CURRENTLY ELIGIBLE FOR RULE 144 SHARES ARE APPROXIMATELY 34,500,000 SHARES OR
100% OF ALL PRESENTLY ISSUED AND OUTSTANDING SHARES. THERE ARE 3,000,000 SHARES
WHICH WILL BE SUBJECT TO REGISTRATION UNDER THE CONTEMPLATED SB-2 REGISTRATION
OF SHARES SPUN-OFF TO ELGT AS PREVIOUSLY DESCRIBED. THERE ARE CURRENTLY ONLY TWO
HOLDERS OF THE CLASS "A" STOCK (NIMSTEC & ELGT) AND ONLY ONE HOLDER OF THE CLASS
"B" SHARES (NIMSTEC). IT IS NOT ANTICIPATED THAT FURTHER CLASS "B" SHARES WILL
BE ISSUED. THERE IS FURTHER NO INTENT TO REGISTER THE CLASS "B" SHARES.
ITEM 2. LEGAL PROCEEDINGS.
The Company is not aware of any legal proceedings to which the Company is
a party, nor is the Company aware of any present demands, claims or causes of
actions pending against the Company.
ITEM 3. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS.
The Company has retained the independent auditing firm of Jones, Jensen &
Company of Salt Lake City, Utah to act as its independent auditors. The Company
has no present disagreement with the initial audit material prepared by its
independent auditors and attached to this filing. The Company has no present
plans to change its auditors and would seek ratification of the continuing
services of its present auditors at the next regular shareholder meeting.
ITEM 4. RECENT SALES OF UNREGISTERED SECURITIES.
The Company has detailed under Part I of this registration, all of its
initial private placement of shares and incorporates those sections by this
reference. In summary, and not in limitation of the more complete disclosure
set out under Part I, the Company indicates that it has initially placed its
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<PAGE>
stock with two primary investors, the first being NimsTec Limited., a Bermuda
Corporation, which presently holds approximately 87% of the issued stock
Class "A" common being 30 million shares of an authorized 90 million shares
of the Company's Class "A" common stock and all of the 10 million Class "B"
common stock, which Class "B" represents 51% of the voting control in the
Company. These shares were issued in consideration for the transfer of the
initial equipment and the capital assets of the Company.
THE SECOND PRINCIPAL SHAREHOLDER IS ELGT CORPORATION, WHICH IS ASSISTING
THE COMPANY WITH INTERIM FINANCING IN 1999 IN THE SUM OF $1,000,000 AND WILL
SPIN OFF ACQUIRED SHARES TO ITS SHAREHOLDERS AS A PUBLIC COMPANY, PURSUANT TO A
TO BE FILED REGISTRATION STATEMENT WHEN EFFECTIVE. ON JUNE 30, 1999, ELGT
PURCHASED 13 % OF THE CLASS "A" COMMON STOCK, BEING 4,500,000 SHARES, AT A PRICE
OF $0.11 PER SHARE, AND RECEIVED WARRANTS TO ACQUIRE AN ADDITIONAL 2,500,000
CLASS "A" SHARES AT $4.00 A SHARE. IT IS ANTICIPATED THAT CONTEMPORANEOUSLY WITH
THE FILING OF THIS REGISTRATION, ELGT WILL OBTAIN A CONVERTIBLE DEBENTURE, WHICH
CAN BE EXERCISED FOR UP TO 250,000 SHARES AT $2.00 A SHARE, FOR AN ADDITIONAL
$500,000 OF CAPITAL CONSIDERATION TO THE COMPANY, AND WARRANTS TO ACQUIRE AN
ADDITIONAL 500,000 SHARES AT A $1.00 PER SHARE. THE COMPANY HAS NOT ISSUED ANY
OTHER UNREGISTERED SECURITIES. BOTH OF THE FOREGOING PLACEMENTS WERE DEEMED
COMPLETED AS ACCREDITED INVESTOR SALES PURSUANT TO THE EXEMPTIONS PROVIDED BY
SECTION 4(6) OF THE SECURITIES ACT OF 1933, AND/OR RULE 506 PROMULGATED PURSUANT
TO SUCH ACT.
ITEM 5. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
THE COMPANY HAS ADOPTED THE STANDARD INDEMNIFICATION PROVISIONS FOR
OFFICERS AND DIRECTORS AS PROVIDED BY NEVADA LAW IN ITS ARTICLES, WHICH THE
COMPANY GENERALLY INDEMNIFIES OFFICERS AND DIRECTORS FROM LIABILITY FOR GOOD
FAITH ERRORS OR OMISSIONS COMMITTED IN THE ORDINARY DISCHARGE OF THEIR DUTIES.
THE COMPANY IS GENERALLY AWARE THAT IT IS THE POSITION OF THE SEC THAT ANY CLAIM
OF INDEMNIFICATION AS MAY RELATE TO VIOLATIONS OF U.S. SECURITIES LAWS AND
REGULATIONS ARE DEEMED TO BE OF NO FORCE, EFFECT OR APPLICATION.
PART III
ITEM 1. INDEX TO EXHIBITS.
THE COMPANY ATTACHES THE FOLLOWING MATERIAL EXHIBITS TO THIS REGISTRATION
STATEMENT:
I. AUDITED FINANCIAL STATEMENTS FOR PERIODS ENDING JUNE 30, 1999 AND JULY 31,
1999.
<TABLE>
<CAPTION>
REGULATION
II. OTHER EXHIBITS: S-K DESIGNATION
NUMBER:
<S> <C>
A. SHARE ACQUISITION AGREEMENT BY ELGT ENTITLED PLAN OF REORGANIZATION (2)
AND FINANCING AGREEMENT WITH ADDENDUM.*
B. ARTICLES OF INCORPORATION AND ALL AMENDMENTS THERETO.* 3(I)
C. BY-LAWS.*
3(ii)
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<PAGE>
D. DEBENTURE AND SECURITY INSTRUMENT BETWEEN ELGT AND I3DX.* (4)
E. OPINION RE LEGALITY* (5)
F. ASSET AND LICENSE PURCHASE AGREEMENT BETWEEN NIMSTEC LIMITED (10)
AND THE COMPANY WITH AMENDMENT.*
[APPLICATION FOR CONFIDENTIAL FILING PENDING]
G. FINANCIAL DATA SCHEDULE* (27)
</TABLE>
- -------------------
* Filed with initial filing
PURSUANT TO THE REQUIREMENTS OF SECTION 12 OF THE SECURITIES EXCHANGE ACT
OF 1934, THE REGISTRANT HAS DULY CAUSED THIS REGISTRATION STATEMENT TO BE SIGNED
ON ITS BEHALF BY THE UNDERSIGNED, THEREUNTO DULY AUTHORIZED.
REGISTRANT:
I3DX.COM
DATE: JANUARY 28, 2000 /s/ PAUL F. PETERS
PAUL F. PETERS
ITS PRESIDENT
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