I3DX COM
10SB12G/A, 2000-11-03
BUSINESS SERVICES, NEC
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<PAGE>

U.S. Securities and Exchange Commission
Washington, D.C.20549




                                   FORM 10-SB
                                 (Fourth 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
                         ------------------------------
                              (Previously 3-Dx.com)


          Nevada                                       88-0429263
------------------------------             ------------------------------------
State or other jurisdiction of             (I.R.S. Employer Identification No.)
Incorporation or organization)


                 4850 River Green Parkway, Duluth, Georgia 30096
                 -----------------------------------------------
               (Address of principal executive offices) (zip code)


                                 (770) 497-0727
                            -------------------------
                            Issuer's telephone number


Securities to be registered under Section 12(g) of the Act:


Title of each class                                    Name of each exchange on
to be so registered: Class "A" Common Stock            which each class is to be
Class "B" Common Stock                                 registered: None


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


               --------------------------------------------------
                                (Title of Class)

<PAGE>

                                TABLE OF CONTENTS
                                       for
                                    i3Dx.com


<TABLE>
<CAPTION>
Form 10-SB      Item                                                    Location in
Item Number     Caption                                              Form 10 Statement
-----------     -------                                              -----------------
<S>             <C>                                                  <C>
                                     PART I

    1.          Description of Business                                       3

    2.          Management's Discussion And                                   6
                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                                       17

    7.          Certain Relationships and Related                            18
                Transactions

    8.          Description of Securities                                    18

                                     PART II

    1.          Market Price and Dividends on                                19
                the Registrant's Common Equity
                and Other Shareholder Matters

    2.          Legal Proceedings                                            20

    3.          Changes in and Disagreements                                 20
                With Accountants

    4.          Recent Sales of Unregistered                                 20
                Securities

    5.          Indemnification of Directors                                 21
                and Officers

                                    PART III

    1.          Index to Exhibits                                            21

</TABLE>


2
<PAGE>

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 is the exclusive licensee,
manufacturer, processor and marketing entity in North America for patented 3D
technology, allowing viewers to see images in three (3), rather than two (2),
dimensions. The images may be viewed either as prints or transparencies. The
images are made by layering the print material with micro-lenses. The
micro-lenses add depth perception, enabling the viewer to see 3D images without
the use of glasses or other visual aides.



     i3Dx.com has obtained the rights to the technology acquired by its
licensor, NimsTec Limited. i3Dx.com has started operations, but has minimal
revenues and its losses have exceeded its sales. The auditor's report, covering
twelve months of operations ending June 30, 2000, states "...the Company has
suffered losses from operations since inception, which raises substantial doubt
about its ability to continue as a going concern." See attached Financial
Statement, Note 7. The Company has acquired funding through private placements
subsequently as described in this Registration Statement.



     The Company is currently in its early production stage, offering the
following products:



-    Production of 3D photographic images and 3D lithographic images which may
     be viewed comfortably and conveniently by individuals and groups without
     the use of glasses or other visual aides;



-    3D images transmitted via computers and the Internet. The Company's 3D
     products are available in a wide range of sizes and formats.



     These products are readily available for many applications, from computer
generated images to medical CT Scan models. Products include 3D sports cards, 3D
telephone debit cards and large poster size 3D point-of-purchase display images
for commercial advertising. Display images may be ordered transparent and lit
from behind, known as "back-lit transparencies." The Company's clinically
accurate medical 3D images are used for various medical applications.


     Images generated by a computer are transformed by the Company during the
printing process, so that the resulting image appears to represent the original
scene but includes depth perception as well as width and height. Previous
attempts at printing 3D images contained considerably less information than
normally seen by the naked eye viewing the original scene. The i3Dx System
provides more information than perceived by the human eye viewing the original
image.

     For the purposes of this Registration Statement, the i3Dx.com licensed
processes are generically referred to as "3D imaging" or "3D technology."


     The Company is currently a privately held corporation with its majority
shareholder being NimsTec Limited, a privately held Bermuda corporation. The
Company's CEO, Jerry C. Nims, is a minority shareholder in NimsTec Limited.


3
<PAGE>


     PRODUCT AND TECHNOLOGY. i3Dx is a 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 mass-produces 3D images, in both reflective print and
transparency formats, for the following markets:



          1.   Amateur Digital 3D Photography

          2.   Packaging

          3.   Advertising

          4.   Security Cards

          5.   Medical Imaging

          6.   Publishing

          7.   Consumer Products

          8.   Point-of-Purchase Imaging

          9.   Global Multilingual Sports Site

          10.  Printing

     The Company currently produces 3D images from:

          11.  single 2D source images (prints, negatives, or slides)

          12.  single 2D digital datasets (electronic files)


          13.  multiple 2D images and datasets



          14.  customer 3D digital datasets



          15.  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; that is, computer files containing images that have been scanned into a
computer or created on a computer for transmission or manipulation purposes.
These digital files are 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 application is 3D Fundus Photography utilized in
     diagnosing patients in approximately 50 medical institutions.

4
<PAGE>


-    THE CONSUMER MARKET - Primarily involves the sale and marketing of
     technology and various products which enable the consumer to create
     multi-dimensional images utilizing the consumer's desk top printer. 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 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 image 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:


     $    Jerry C. Nims          36.6%
     $    L'Ami Foundation       23.6%



     AS A PRACTICAL MATTER, NIMSTEC LIMITED SHOULD BE CONSIDERED AS A
CONTROLLING ENTITY TO THE COMPANY.



     Since formation, the Company has received interim financing from Electric &
Gas Technology, Inc. and other private party investors in the aggregate amount
of $3,512,949 as subsequently discussed.


     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.

     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.


     SUPPLIERS. The Company is not dependent upon any one supplier and all
materials are readily available "off-the-shelf" with the exception of
photographic emulsion coating for which the Company has two established sources,
AGFA and Ilford AG. The Company believes it has second source options for all
necessary materials.



     COMPETITION. While the Company regards the processes and the specialized
film material as unique and proprietary, it should be noted that the actual
processing of the materials is not protected by

5
<PAGE>

existing patent applications. However, the Company believes printing is
protected by patents granted and pending. 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 images 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. The Company
believes the primary competitors in the 3D imaging technology sector include the
Kodak Companies. The Company is not aware of its current market share, but
believes it to be minimal.



     EMPLOYEES. The Company presently has 14 full-time employees and 2 part-time
employees, exclusive of management. The total gross pay roll for all employees,
exclusive of management, is approximately $407,960 per year. It is anticipated
that employees and employee costs will increase substantially as the Company
moves towards greater anticipated production during fiscal year 2001. 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 2001.


     SEGMENT ANALYSIS. As a development stage 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

6
<PAGE>

have been limited. As a result, the Company's Financial Statements, to date,
reflect limited revenues without net earnings.


     PLAN OF OPERATION. The Company has received from Electric and Gas
Technology, Inc. a total of $1,000,000 of interim capital; $500,000 by way of an
equity investment and $500,000 by way of a convertible debenture. The Company
has also received, to date, $3,022,949 of equity investment from other private
sources. These funds coupled with nominal revenues have been sufficient to meet
fixed expenses to the date of this filing and the Company believes that the
remaining funds should be sufficient to meet its ongoing operating costs,
including such matters as rents, utilities, salaries and other standard costs
for approximately a further twelve 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, in the near future, seek additional
public financing for expansion and growth, but which future financing would be
unrelated to this initial operational period and is not warranted.



     The Company is satisfied that its current technology is adequate for at
least the next twelve months to meet any demands for product as generally
outlined in this Registration Statement.



     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 15 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
Electric and Gas Technology, Inc. and other private sources to meet the
anticipated increase in payroll from this anticipated employee growth.


     The Company has launched an Internet-based sports reporting subsidiary
which will purchase 3D images directly from the Company and refer potential
commercial market customers to the Company. The subsidiary employs a full-time
staff of 9 employees and its initial pre-launch website can be viewed at
www.100percentSports.com.

     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 Electric and Gas
Technology, Inc. and others to date to be insufficient. The Company is exploring
various sources of funding should the financing supplied by Electric and Gas
Technology, Inc. and others to date prove to be insufficient until or unless
revenues are adequate to meet operating revenues. The Company may attempt to
obtain additional interim financing from Electric and Gas Technology, Inc. and
other initial financing participants, 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,

7
<PAGE>

though it does not have any present line of 1 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 7.


     LIQUIDITY AND CAPITAL RESOURCES. The Company's present liquidity is almost
fully dependent on its initial financing efforts. The Company's capitalization
consists of tangible assets valued at $3,212,089 before depreciation, inventory
of $80,872 and current cash reserves from initial capitalization of $3,512,949.
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 sales, for the term of the license.
Ancillary to the license is the right of the Company to use of various 3D
equipment of NimsTec Limited during the license term in consideration of a
monthly fee in the amount of $15,000.



     Electric and Gas Technology, Inc. is a small technology company . Electric
and Gas Technology, Inc. has made an initial capital investment in the Company
of One Million Dollars. Five Hundred Thousand Dollars was invested 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. The expiration date of these warrants has been extended to June 30,
2001. 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.



     Electric and Gas Technology, Inc. has also supplied to i3Dx 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
was made to the Company as of approximately October 25, 1999. 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 Electric and Gas Technology, Inc. at
$2.00 per share. Electric and Gas Technology, Inc. has not converted any of the
warrants to common shares. The debenture is a general obligation instrument.



     Finally, Electric and Gas Technology, Inc. was issued, as of approximately
August 9,1999, Five Hundred Thousand 24 month warrants exercisable at $1.00 per
share as part of the financing commitment of Electric and Gas Technology, Inc.
to the Company. These warrants are 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.


8
<PAGE>


     The Company has also committed to Electric and Gas Technology, Inc. that it
will retire the $500,000 debenture from the first $4,000,000 in warrants
exercised by Electric and Gas Technology, Inc., unless Electric and Gas
Technology, Inc. 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 Electric and Gas
Technology, Inc. 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 an illiquid position.



     Subsequent to the initial filing of this Form 10 on November 12, 1999, the
Company entered into a Private Placement Accredited Investor financing
transaction with a small group of individuals (collectively referred to as the
"Private Placement Group") commencing January 14, 2000, which has raised
$3,012,949 in interim capital to date through the sale of its Class "A" common
shares of the Company to these private investors at prices between $0.463 and
$0.65 per share. The Company regarded this interim financing as an "accredited
investor" financing offering which did not require registration or the use of an
Offering Memorandum. Each of the accredited investors were provided with access
to all books and records of the Company, together with a review of the present
Form 10 information as a basic information packet. The investors also then
completed a Private Placement Subscription Agreement, a copy of which is
attached as Exhibit H to this Form 10 filing.


     The funds as received have been employed by the Company primarily for
continued development and marketing of the 3-D image processes described in this
Registration, as well as with the graphic printing equipment and facilities as
generally described above.


     At present members of the Private Placement Group hold a total of 5,779,156
Class "A" common shares constituting 14.2% of the presently issued and
outstanding Class "A" shares of the Company.


     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
Electric & Gas Technology, Inc., and other third party financing parties are
generally described below, based on un-audited financial statements at 31 August
2000 and the subsequent $523,950 received after such date. This initial funding
should be adequate for the next twelve months to sustain current operation and
anticipated growth in product marketing. This interim capital of $3,012.949 has
been or will be employed as follows:


     -    General and Administration $1,047,233

     -    Research & Development       $844,253


     -    Working capital reserves   $1,724,450


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     The Company has no short term alternative financing plans or alternatives
if the interim capitalization does not prove adequate until the Company is
capable, if ever, of meeting current operating expenses from earned revenues.

     Y2K DISCLOSURE. From inception in June 1999 to the end of year 2000, 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 currently owns approximately $3,212,089 of tangible assets and
cash of $1,200,000. 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 use, under
its license, of various other equipment owned by the licensor. Title to this
equipment remains with NimsTec Limited. This equipment is not included in the
Financial Statements for the Company. The Company believes its owned equipment,
plus the NimsTec Limited "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 33,000 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 73.6% of the 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
shareholders are Electric Gas and Technology, Inc. and the Private Placement
Group whose relationship is subsequently explained in this Registration
Statement.


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<PAGE>


     Electric and Gas Technology, Inc. currently holds 4,500,000 shares of Class
"A" common stock of which it intends to distribute Three Million shares to its
shareholders 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,
Electric and Gas Technology, Inc. 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
8,500,000 Class "A" shares for warrants or options of which Electric and Gas
Technology, Inc. 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, with the exception of the Private Placement Group, there are no other
issued and outstanding shares or shareholders of the Company.


     The Company has issued options to purchase its Class A common shares to
William M. Karszes (400,000 shares) for his contribution to plastics and
printing technologies. These options may be exercised at $1.00 per share and
expire October 31, 2003.

     The Company has also issued options to purchase its Class A common shares
to Jeffrey Phelan (500,000 shares) and Herbert Hecht (500,000 shares) as
founders of the Company's subsidiary, 100percentSports.com. These options may be
exercised at $1.00 per share and expire September 20, 2005.

     There are discussions in progress regarding issuing options to Jerry Nims,
Paul Peters, James Collins and other key employees and advisors.

11
<PAGE>


     In the following table, the Company attempts to set out graphically a
summary of those holdings by the principal security holders, including all
warrant and options rights:



<TABLE>
<CAPTION>
                                                                         Current Percentage
                                                                          of Issued Shares/
                                                                         Percentage assuming
                                                       Max. No. of         all options or
                                                     Shares Issued/or       warrants are
Security Holder              Type of Security          to be Issued          Exercised
---------------              ----------------        ----------------    -------------------
<S>                        <C>                       <C>                 <C>
NimsTec Limited               Class "A" Common          30,000,000          73.6%/59.8%
                                                         (issued)

NimsTec Limited               Class "B" Common          10,000,000           100%/100%
                           (51% of voting shares)        (issued)

Electric and Gas              Class "A" Common           4,500,000          11.0%/26.8%
Technology, Inc.                                         (issued)

Private Placement Group       Class "A" Common           5,779,156          14.2%/11.5%

William M. Karszes            Options for Class            400,000             0%/0.8%
                                  "A" Common           (To Be Issued)

Jeffrey Phelan                Options for Class            500,000             0%/0.9%
                                  "A" Common           (To Be Issued)

Herbert Hecht                 Options for Class            500,000             0%/0.9%
                                  "A" Common           (To Be Issued)

</TABLE>


     NimsTec is a privately held Bermuda corporation whose principal
shareholders are:


     -    Jerry Nims        36.6%



     -    L'Ami Foundation  23.6%



     Electric and Gas Technology, Inc. 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 Electric and Gas Technology, Inc. stock:


     -    S. Mort Zimmerman, Director, President and Chairman, 9.7%

     -    Daniel A. Zimmerman, Director, Vice President, 4.63%

     -    Edmund Bailey, Director, Vice President, CFO, 0.93%

     -    Fred M. Updegraff, Director, Vice President, Treasurer, 1.16%

12
<PAGE>

     2,500,000 Class "A" Warrants are outstanding to Electric & Gas Technology,
Inc. and exercisable at $4.00/share for twelve months and were issued on July 3,
1999, and extended on September 7, 2000, to expire June 30, 2001.

     500,000 Class "A" Warrants are outstanding to Electric & Gas Technology,
Inc. and exercisable at $1.00/share for twenty-four months and were issued on
August 9, 1999.


     In addition to the above option rights for 3,000,000 shares, Electric & Gas
Technology, Inc. also holds a convertible debenture which if fully converted
would result in an additional 250,000 shares of i3Dx common stock being issued
to it. If a full conversion and dilution occurs and Electric & Gas Technology
exercises all present options it would own 14.9% of the then issued shares in
the Company.


     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 Office       Years of Service
      ----                         -----                  ----------------------       ----------------
<S>                           <C>                         <C>                       <C>
Jerry C. Nims, LL.D.          Chairman of the               6/18/99 to 6/30/01*      From Inception June, 1999
                              Board, CEO, CTO

Paul F. Peters                Director, President           6/18/99 to 6/30/01*      From Inception June, 1999

William Karszes, Ph.D.        Director, Chief               11/1/99 to 6/30/01*      From Nov. 1999
                              Operating Officer,
                              Executive Vice President,
                              Research & Development

James Collins                 Treasurer, CFO                9/1/99 to 6/30/01*       From Sep. 1999

</TABLE>


*Unless otherwise replaced at the pleasure of the Board of Directors

13

<PAGE>

     The following table sets-out the ownership of the Company's stock by all
principal officers and directors:


<TABLE>
<CAPTION>
                         Name & Address of               Amount & Nature of
Title of Class           Beneficial Owner                 Beneficial Owner      Per Cent of Class
---------------          -----------------               ------------------     -----------------
<S>                      <C>                             <C>
Common Stock             NimsTec Limited(1)                 30,000,000 "A"
                                                            10,000,000 "B"           73.6%/100%

Common Stock             Paul F. Peters                          0                      0%
                         "4850 River Green Parkway,
                         Duluth Georgia 30096"

Common Stock             William Karszes, Ph.D.                  0                      0%
                         "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.
EXCEPT FOR THE INDIRECT INTEREST OF MR. NIMS AND THE STOCK OPTIONS TO DR.
KARSZES, NO OFFICER OR DIRECTOR HOLDS ANY STOCK OR STOCK RIGHTS IN THE COMPANY.
There are discussions in progress regarding issuing options to Jerry Nims, Paul
Peters, James Collins and other key employees and advisors.



     (1)  While Mr. 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.


     JERRY C. NIMS, LL.D. Age 65. Mr. 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. Mr. Nims has been active in the development of 3D technology
over the past 32 years. Mr. 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 global patents. From 1984
to 1990, he was affiliated with Fairhaven Group of Bermuda. From 1990 to 1995 he
was primarily engaged in interest outside the technology field. From 1996
through July 2000, he was a full-time director and officer of NimsTec Limited.
Mr. Nims no longer participates with NimsTec Limited as an officer and director.
It is intended that Mr. Nims will serve the Company on a full time basis.


14
<PAGE>


     PAUL F. PETERS, Age 37. Mr. Peters will act as a Director and President of
the Company. Mr. Peters was a former independent business consultant from
1996-1998 in various countries including China, Singapore, Indonesia, Saudi
Arabia, Egypt, Argentina, Belgium, France, UK and The Netherlands. Mr. Peters
was also formerly 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 and Chairman's Council Member 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 as Director of Business Development 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.



     WILLIAM M. KARSZES, Ph.D., Age 53. At present, Mr. Karszes serves as i3Dx's
Director, Chief Operating Officer, Executive Vice President, and Director of
Research & Development and Manufacturing. From 1992 to 1999 he was the President
of Plastic Associates, Inc. Dr. Karszes has over 30 years of experience in all
forms of plastic processing. During the foregoing period he was employed by
various multinationals including General Electric, Ciba Geigy, and Ameritech.
His consulting clients including American Cyanamid, Polymer Group Inc. (PGI),
AT&T, etc. Mr. Karszes joined the Company in November 1999 and will serve on a
full time basis.


     JAMES COLLINS, Age 53. 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.

     ANDREW J. CZUCHRY, Ph.D., Age 38. Chief Information Officer. Mr. Czuchry
has been an independent consultant from 1995 to present. Mr. Czuchry was one of
the original inventors of the SOCLE programming language for structured-object
and constraint-based learning. He is a recognized leader in the field of
applying biological visual system paradigms to software systems for pattern
recognition and computer vision. He is the author of over a dozen technical
publications, and has been published in technical journals, conference
proceedings and a textbook on applied artificial intelligence. Mr. Czuchry also
served as a chief technology consultant for advanced technology application to
Internet-based information exchange. Mr. Czuchry is employed by the Company on a
part-time basis.

15
<PAGE>

Key Advisors:

     The following key advisors are available to the Company on an "as needed"
basis. There is no pre-determined schedule for meetings with the advisors nor is
there any pre-determined compensation for advice given by the advisors. The
advisors are not entitled, at any time, to vote on or approve the proposals by
the Company.


     SIR DAVID GIBBONS. Sir David is currently the Chairman of Portfolio Trading
for Massachusetts Financial Services (MFS founded the Massachusetts Investors
Trust, America's oldest mutual fund founded in 1924 with $163 billion in
assets). He also currently serves as the CEO of Edmund Gibbons Ltd. and the
Chairman of Colonial Insurance C.O. Ltd.. Sir David served as a Director and
Chairman of the Bank of N. T. Butterfield & Sons Ltd. Sir David also served as
the Chairman of the Bermuda Monetary Authority, Finance Minister, Member or
Parliament and Premier of Bermuda. 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.



     PATTON BOGGS, LLP. Patton Boggs is a well known IP (Intellectual
Property), business and lobbying law firm headquartered in Washington, D.C.,
who represents the Company in filing a series of new patents relating to the
Internet and high-speed mass production of multi-dimensional images.



     HECHT, SPENCER & ASSOCIATES, Washington, D.C. This political lobbying
firm represents organizations including the Boy Scouts of America and Tulalip
Tribes of Washington and companies including MCI, WorldCom, Norfolk Southern,
and Teco Energy. Hecht, Spencer & Associates will advise the Company on
marketing matters.



     JUDGE JOSEPH COLAIANNI. Judge Colaianni was appointed to the United States
Court of Federal Claims in 1970 and remained until 1984. While at the Court, his
docket included several hundred patent claims. Currently he is Senior Advisor to
the United States Court Advisory Counsel and, as such, advises the Chief Judge
for various circuits.



     KURT M. PETERS. Mr. Peters has a Masters Degree in Electrical
Engineering specializing in Optical Information Processing. Formally with
Corning from 1997-1998 and Boeing from 1998-2000. Mr. Peters' experience
includes four years in the satellite image processing and atmospheric
processing. Mr. Peters developed the motion tracking algorithm for a single
chip ("Tracker on a Chip") and implemented on a FPGA (Field Programmable Gate
Array). Mr. Peters will act as a technical advisor.



     MICHAEL CATES, M.D. Dr. Cates was a former Chief of OB-GYN Department,
U.S. Army, Virginia. He was a Medical Director of Henderson and Walton
Women's Center, Georgia, USA, specializing in gynecologic pelvic floor
reconstruction and laparoscopic-pelvic surgery and obstetrics. Dr. Cates will
serve as a medical advisor.


16
<PAGE>

     ITEM 6. EXECUTIVE COMPENSATION.


<TABLE>
<CAPTION>
                                         Annual Compensation                      Long Term Compensation
                                     ------------------------------   ---------------------------------------------
                                                                                  Awards                  Payouts
                                                                      -------------------------------   -----------
                                                       Other annual   Restricted      Securities                        All other
                                     Salary    Bonus   compensation      stock          underlying         LTIP       compensation
Name and principal position   Year     ($)      ($)         ($)       award(s) ($)   Options/SARs (#)   payouts ($)       ($)
---------------------------   ----   -------   -----   ------------   ------------   ----------------   -----------   ------------
<S>                           <C>    <C>       <C>     <C>            <C>            <C>                <C>           <C>
Paul F. Peters, President     2000   $70,000     0           0                0             0                0              0

Jerry Nims, Chairman of       2000   $70,000     0           0                0             0                0              0
the Board, CEO

                                                                                        Options for
William M. Karszes, COO       2000   $70,000     0           0                0         400,000 Class        0              0
                                                                                       A common shares

</TABLE>



     With the exception of William M. Karszes, none of the current or
prospective officers have been granted any options, warrants or 401K or other
stock rights in the Company.


     Salaries have been paid to Messrs. Nims and Peters since July, 1999 and
Karszes since November 1999. No salaries have been fixed for the other officers
who will initially serve on a part-time basis.


     Mr. 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 73.6% 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 Company).
As a result, it should be deemed that Mr. Nims is an indirect beneficial owner
of the shares set-out in the foregoing table.


17
<PAGE>

     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 73.6% 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 Electric and Gas Technology, Inc., NimsTec would
     continue to hold 68.1% 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. Jerry C. Nims who is a principal
     officer in i3Dx holds approximately one-third (1/3) of the shares in that
     entity. Accordingly, Mr. Nims must be considered to be in a position to
     influence the Company.



-    Electric and Gas Technology, Inc. presently owns 11.0% of the class "A"
     shares and has option and conversion rights to acquire an additional 6.9%
     As a result, Electric and Gas Technology, Inc. must be considered to have
     influence on 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 processing film and materials to the Company
     although the Company is not dependent on said supply. It is doubtful the
     Company could continue in its intended operations in any manner without the
     license rights granted by NimsTec. 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.



-    Electric and Gas Technology, Inc. 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 Electric and Gas Technology, Inc. shareholders as part of a
     contemporaneously filed registration statement. While Electric and Gas
     Technology, Inc. does 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

18
<PAGE>

par value. Currently there is no public trading market for either class of
these securities. 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 40,779,156
shares are issued and an additional 9,400,000 shares are subject to be issued
pursuant to various debenture conversion rights, options 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 only debt securities of the Company is a Convertible Debenture to
Electric & Gas Technologies, Inc. which is convertible to 250,000 class "A"
shares as generally described under the Management's Discussion and Analysis. A
total of 4,400,000 warrants/options for 4,400,000 Class "A" common shares are
outstanding and held by Electric & Gas Technologies, Inc. and three private
individuals as described herein No assurance of whether the debenture will be
converted or the warrants/options 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, potential Rule 144 sales by
current holders of their restricted stock, or the Company completes a
registration of its stock.



     At present the Company has a total of 9,400,000 shares subject to all
unexercised options, warrants or other stock rights as previously described. If
exercised, the resulting shares would constitute 18.7 % of the presently issued
and outstanding shares. It is anticipated these shares would be eligible for
sale under Rule 144 approximately one year after being issued and presuming the
Company has current public information available.



     The Company currently has approximately 34,500,000 issued shares available
for sale under Rule 144, if the company were to complete this registration and
have adequate current public information so that sales could be completed under
Rule 144.



     The Company also has an undertaking with Electric & Gas Technology, Inc. to
attempt to register Three Million of its shares issued earlier to Electric & Gas
Technology to be distributed to Electrical

19
<PAGE>

Gas Technology shareholders. No date for this registration has been prescribed,
nor can it be presently determined. The Company has no other present
registration plans or obligations.


     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.
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
earnings from which to pay dividends and any future earnings 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.

     ITEM 2. LEGAL PROCEEDINGS.

     The Company has been served with a Garnishee Action which, in the opinion
of the Company's corporate council, has no merit whatsoever and which is
currently being contested at Court. Management is considering formal action for
bad faith and frivolous litigation in connection with this matter.

     With the exception of the stated Garnishee Action, 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 H.J. & Associates
of Salt Lake City, Utah to act as its independent auditors. The Company has no
present disagreement with the audited and subsequent un-audited 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.


20
<PAGE>


     The following purports to set-out in tabular format additional required
information as to all shares of the Company issued to August 31, 2000. The table
does not include options or other stock rights previously disclosed:



<TABLE>
<CAPTION>
                                                            Percentage of
Name of Shareholder                Total Shares Issued      Current Issued      Exemption Claim
-------------------                -------------------      --------------      ---------------
<S>                                <C>                      <C>                 <C>
NimsTec Ltd.                       30,000,000 Class A            73.6%          Accredited Investor
                                   10,000,000 Class B             100%           pursuant to 4(6)
                                                                                  Securities Act

Electric & Gas Technology Inc.           Class A                 11.0%          Accredited Investor
                                                                                     4(6) Act

Private Placement Group                  Class A                 14.2%          Accredited Investor
                                                                                     4(6) Act

</TABLE>


All 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.   Un-Audited Financial Statements for the period ending August 31, 2000 and
Audited Financial Statements for the period ending June 30, 2000.


II.  Other Exhibits:


<TABLE>
<CAPTION>
                                                                                Regulation
            S-K Designation                                                       Number:
            ---------------                                                     ----------
<S>                                                                             <C>
A.   Share Acquisition Agreement by Electric and Gas Technology, Inc.               (2)
     entitled PLAN OF REORGANIZATION AND FINANCING AGREEMENT WITH ADDENDUM.
     (previously filed)
</TABLE>


21
<PAGE>


<TABLE>
<S>                                                                             <C>
B.   Articles of Incorporation and all amendments thereto. (previously filed)      3(i)

C.   By-Laws. (previously filed)                                                  3(ii)

D.   Debenture and Security instrument between
     Electric and Gas Technology, Inc. and i3Dx. (previously filed)                 (4)

E.   Opinion re legality(previously filed)                                          (5)

F.   Asset and License Purchase Agreement between NimsTec Limited                  (10)
     and the Company with Amendment. [Application for Confidential Filing
     Pending] (previously filed)

G.   Private Placement Subscription Agreement                                      (10)

H.   Consent of Independent Auditors'                                              (23)

I.   Financial Data Schedule                                                       (27)

</TABLE>


     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: October 30, 2000

                                       Paul F. Peters
                                       Its President


<PAGE>

                                    i3Dx.COM
                          (A DEVELOPMENT STAGE COMPANY)

                        CONSOLIDATED FINANCIAL STATEMENTS

                        AUGUST 31, 2000 AND JUNE 30, 2000

<PAGE>

                                 C O N T E N T S

<TABLE>
<S>                                                                             <C>
Independent Auditors' Report....................................................  3

Consolidated Balance Sheet......................................................  4

Consolidated Statements of Operations...........................................  6

Consolidated Statements of Stockholders' Equity.................................  7

Consolidated Statements of Cash Flows...........................................  8

Notes to the Consolidated Financial Statements.................................. 10

</TABLE>

<PAGE>

                          INDEPENDENT AUDITORS' REPORT


To the Board of Directors
i3Dx.com
(A Development Stage Company)
Duluth, Georgia

We have audited the accompanying consolidated balance sheet of i3Dx.com (a
development stage company) as of June 30, 2000 and the related consolidated
statements of operations, stockholders' equity and cash flows for the year ended
June 30, 2000 and from inception on June 18, 1999 through June 30, 1999 and
2000. These consolidated financial statements are the responsibility of the
Company's management. Our responsibility is to express an opinion on these
consolidated financial statements based on our audits.

We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the consolidated financial statements are
free of material misstatement. An audit includes examining, on a test basis,
evidence supporting the amounts and disclosures in the consolidated financial
statements. An audit also includes assessing the accounting principles used and
significant estimates made by management, as well as evaluating the overall
financial statement presentation. We believe that our audits provide a
reasonable basis for our opinion.

In our opinion, the consolidated financial statements referred to above present
fairly, in all material respects, the consolidated financial position of
i3Dx.com (a development stage company) as of June 30, 2000 and the consolidated
results of their operations and their cash flows for the year ended June 30,
2000 and from inception on June 18, 1999 through June 30, 1999 and 2000 in
conformity with generally accepted accounting principles.

The accompanying consolidated financial statements have been prepared assuming
that the Company will continue as a going concern. As discussed in Note 7 to the
consolidated financial statements, the Company has suffered losses from
operations since inception, which raises substantial doubt about its ability to
continue as a going concern. Management's plans in regard to these matters are
also described in Note 7. The consolidated financial statements do not include
any adjustments that might result from the outcome of this uncertainty.


HJ & Associates, LLC
Salt Lake City, Utah
September 21, 2000
Georgia State Board of Accountancy
Temporary Permit No. 615

<PAGE>

                                    i3Dx.com
                          (A Development Stage Company)
                           Consolidated Balance Sheet


                                     ASSETS

<TABLE>
<CAPTION>
                                             August 31,        June 30,
                                               2000              2000
                                            -----------       -----------
                                            (Unaudited)
<S>                                         <C>               <C>
CURRENT ASSETS
   Cash                                     $ 1,057,342       $   428,271
   Accounts receivable, net (Note 1)             48,990            20,409
   Other receivable (Note 6)                     18,000            18,000
   Prepaids                                      50,000            50,000
   Inventory (Note 1)                            80,872            89,269
                                            -----------       -----------
     Total Current Assets                     1,255,204           605,949
                                            -----------       -----------

FIXED ASSETS (Note 1)
   Machinery and equipment                    3,166,700         3,166,700
   Office computers and equipment                45,389            36,539
   Less accumulated depreciation               (373,678)         (320,040)
                                            -----------       -----------
     Total Fixed Assets                       2,838,411         2,883,199
                                            -----------       -----------

OTHER ASSETS
   License rights, net (Note 4)                 366,665           373,332
   Investment - related party (Note 9)          200,000           200,000
   Deposits                                      80,735            80,735
                                            -----------       -----------
     Total Other Assets                         647,400           654,067
                                            -----------       -----------
     TOTAL ASSETS                           $ 4,741,015       $ 4,143,215
                                            ===========       ===========

</TABLE>

              The accompanying notes are an integral part of these
                       consolidated financial statements.

                                        4

<PAGE>

                                    i3Dx.com
                          (A Development Stage Company)
                     Consolidated Balance Sheet (Continued)


                      LIABILITIES AND STOCKHOLDERS' EQUITY

<TABLE>
<CAPTION>
                                                         August 31,         June 30,
                                                            2000              2000
                                                         -----------       -----------
                                                         (Unaudited)
<S>                                                      <C>               <C>
CURRENT LIABILITIES
   Accounts payable                                      $    97,175       $    83,330
   Accrued expenses                                             --              11,267
                                                         -----------       -----------
     Total Current Liabilities                                97,175            94,597
                                                         -----------       -----------
LONG-TERM LIABILITIES
   Convertible debenture (Note 5)                            500,000           500,000
                                                         -----------       -----------
     Total Long-Term Liabilities                             500,000           500,000
                                                         -----------       -----------
     Total Liabilities                                       597,175           594,597
                                                         -----------       -----------

COMMITMENTS AND CONTINGENCIES (Note 3)

STOCKHOLDERS' EQUITY (Note 2)
   Common stock, class A; 90,000,000 shares
      authorized of $0.01 par value, 39,403,845
      and 39,165,383 shares issued and outstanding,
      respectively                                           394,038           391,654
   Common stock, class B; 10,000,000 shares
      authorized of $0.01 par value, 10,000,000
      shares issued and outstanding                          100,000           100,000
   Additional paid-in capital                              5,661,661         5,509,045
   Stock subscription receivable (Note 8)                       --            (900,000)
   Deficit accumulated during the development stage       (2,011,859)       (1,552,081)
                                                         -----------       -----------
     Total Stockholders' Equity                            4,143,840         3,548,618
                                                         -----------       -----------
     TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY          $ 4,741,015       $ 4,143,215
                                                         ===========       ===========

</TABLE>

              The accompanying notes are an integral part of these
                       consolidated financial statements.


                                        5
<PAGE>

                                    i3Dx.com
                          (A Development Stage Company)
                      Consolidated Statements of Operations

<TABLE>
<CAPTION>
                                          For the                             From Inception on
                                         Two Months         For the         June 18, 1999 Through
                                           Ended          Year Ended       -----------------------
                                         August 31,         June 30,       June 30,     August 31,
                                           2000               2000           1999         2000
                                        -----------       -----------      --------    -----------
                                        (Unaudited)                                    (Unaudited)
<S>                                     <C>               <C>              <C>         <C>
NET SALES                               $   120,878       $   335,291       $--         $   456,169

COST OF GOODS SOLD                           43,624           115,550        --             159,174
                                        -----------       -----------       -----       -----------
GROSS MARGIN                                 77,254           219,741        --             296,995
                                        -----------       -----------       -----       -----------
OPERATING EXPENSES
   General and administrative               296,012           751,221        --           1,047,233
   Research and development                 182,086           662,167        --             844,253
   Depreciation and amortization             60,305           346,708        --             407,013
                                        -----------       -----------       -----       -----------
     Total Operating Expenses               538,403         1,760,096        --           2,298,499
                                        -----------       -----------       -----       -----------
OPERATING LOSS                             (461,149)       (1,540,355)       --          (2,001,504)
                                        -----------       -----------       -----       -----------

OTHER INCOME (EXPENSES)
   Interest expense                          (6,667)          (26,667)       --             (33,334)
   Interest income                            8,038            14,941        --              22,979
                                        -----------       -----------       -----       -----------
     Total Other Income (Expenses)            1,371           (11,726)       --             (10,355)
                                        -----------       -----------       -----       -----------
LOSS BEFORE INCOME TAXES                   (459,778)       (1,552,081)       --          (2,011,859)

INCOME TAXES                                   --                --          --                --
                                        -----------       -----------       -----       -----------
LOSS BEFORE MINORITY INTEREST              (459,778)       (1,552,081)       --          (2,011,859)

MINORITY INTEREST                              --                --          --                --
                                        -----------       -----------       -----       -----------
NET LOSS                                $  (459,778)      $(1,552,081)      $--         $(2,011,859)
                                        ===========       ===========       =====       ===========
BASIC LOSS PER COMMON
 SHARE (Note 1)                         $     (0.01)      $     (0.04)      $0.00
                                        ===========       ===========       =====

</TABLE>

              The accompanying notes are an integral part of these
                       consolidated financial statements.

                                        6
<PAGE>

                                    i3Dx.com
                          (A Development Stage Company)
                 Consolidated Statements of Stockholders' Equity

<TABLE>
<CAPTION>
                                                                                                                     Deficit
                                        Common                     Common                                          Accumulated
                                    Class A Stock               Class B Stock         Additional       Stock        During the
                               ------------------------    ------------------------    Paid-In      Subscription   Development
                                 Shares        Amount        Shares        Amount      Capital       Receivable       Stage
                               ----------   -----------    ----------   -----------   -----------   ------------   -----------
<S>                            <C>          <C>            <C>          <C>           <C>           <C>            <C>
Balance at inception on
 June 18, 1999                       --     $      --            --     $      --     $      --     $      --      $      --

Common stock issued for
 machinery valued at
 approximately $0.08
 per share                     30,000,000       300,000    10,000,000       100,000     2,766,700          --             --

Common stock subscribed
 for at approximately
 $0.11 per share                4,500,000        45,000          --            --         455,000      (500,000)          --

Net loss from inception on
 June 18, 1999 through
 June 30, 1999                       --            --            --            --            --            --             --
                               ----------   -----------    ----------   -----------   -----------   -----------    -----------
Balance, June 30, 1999         34,500,000       345,000    10,000,000       100,000     3,221,700      (500,000)          --

Cash received on stock
 subscription receivable             --            --            --            --            --         500,000           --

Common stock issued for
 cash at approximately
 $0.50 per share                4,665,383        46,654          --            --       2,287,345      (900,000)          --

Net loss for the year ended
 June 30, 2000                       --            --            --            --            --            --       (1,552,081)
                               ----------   -----------    ----------   -----------   -----------   -----------    -----------
Balance, June 30, 2000         39,165,383       391,654    10,000,000       100,000     5,509,045      (900,000)    (1,552,081)

Common stock issued for
 cash at $0.65 per share
 (unaudited)                      238,462         2,384          --            --         152,616          --             --

Cash received on stock
 subscription receivable
 (unaudited)                         --            --            --            --            --         900,000           --

Net loss for the two months
 ended August 31, 2000
 (unaudited)                         --            --            --            --            --            --         (459,778)
                               ----------   -----------    ----------   -----------   -----------   -----------    -----------
Balance, August 31, 2000
 (unaudited)                   39,403,845   $   394,038    10,000,000   $   100,000   $ 5,661,661   $      --      $(2,011,859)
                               ==========   ===========    ==========   ===========   ===========   ===========    ===========

</TABLE>

              The accompanying notes are an integral part of these
                       consolidated financial statements.

                                        7
<PAGE>

                                    i3Dx.com
                          (A Development Stage Company)
                      Consolidated Statements of Cash Flows

<TABLE>
<CAPTION>
                                                        For the                              From Inception on
                                                       Two Months        For the           June 18, 1999 Through
                                                         Ended          Year Ended        -------------------------
                                                       August 31,        June 30,         June 30,       August 31,
                                                         2000              2000             1999            2000
                                                      -----------       -----------       --------      -----------
                                                      (Unaudited)                                       (Unaudited)
<S>                                                   <C>               <C>               <C>           <C>
CASH FLOWS FROM OPERATING ACTIVITIES
   Net loss                                           $  (459,778)      $(1,552,081)      $   --        $(2,011,859)
   Adjustments to reconcile net loss to net cash
    used by operating activities:
     Depreciation and amortization                         60,305           346,708           --            407,013
     Bad debts                                               --               3,776           --              3,776
   Changes in operating assets and liabilities:
     (Increase) decrease in accounts receivable           (28,581)          (24,185)          --            (52,766)
     (Increase) decrease in other receivable                 --             (18,000)          --            (18,000)
     (Increase) decrease in prepaids                         --             (50,000)          --            (50,000)
     (Increase) decrease in inventory                       8,397           (89,269)          --            (80,872)
     (Increase) decrease in deposits                         --             (80,735)          --            (80,735)
     Increase (decrease) in accounts payable               13,845            83,330           --             97,175
     Increase (decrease) in accrued expenses              (11,267)           11,267           --               --
                                                      -----------       -----------       --------      -----------
       Net Cash Used by Operating Activities             (417,079)       (1,369,189)          --         (1,786,268)
                                                      -----------       -----------       --------      -----------
CASH FLOWS FROM INVESTING ACTIVITIES
   Purchase of license rights                                --            (400,000)          --           (400,000)
   Purchase of investments                                   --            (200,000)          --           (200,000)
   Purchase of fixed assets                                (8,850)          (36,539)          --            (45,389)
                                                      -----------       -----------       --------      -----------
       Net Cash Used by Investing Activities               (8,850)         (636,539)          --           (645,389)
                                                      -----------       -----------       --------      -----------
CASH FLOWS FROM FINANCING ACTIVITIES
   Proceeds from convertible debenture                       --             500,000           --            500,000
   Proceeds from sale of common stock                     155,000         1,433,999           --          1,588,999
   Proceeds from stock subscription receivable            900,000           500,000           --          1,400,000
                                                      -----------       -----------       --------      -----------
       Net Cash Provided by Financing Activities        1,055,000         2,433,999           --          3,488,999
                                                      -----------       -----------       --------      -----------
NET INCREASE IN CASH                                      629,071           428,271           --          1,057,342

CASH AT BEGINNING OF PERIOD                               428,271              --             --               --
                                                      -----------       -----------       --------      -----------
CASH AT END OF PERIOD                                 $ 1,057,342       $   428,271       $   --        $ 1,057,342
                                                      ===========       ===========       ========      ===========

</TABLE>

              The accompanying notes are an integral part of these
                       consolidated financial statements.

                                        8
<PAGE>

                                    i3Dx.com
                          (A Development Stage Company)
                Consolidated Statements of Cash Flows (Continued)

<TABLE>
<CAPTION>
                                            For the                           From Inception on
                                           Two Months      For the          June 18, 1999 Through
                                             Ended        Year Ended      --------------------------
                                           August 31,      June 30,        June 30,       August 31,
                                             2000           2000            1999            2000
                                          ----------      ----------      ----------      ----------
                                          (Unaudited)                                     (Unaudited)
<S>                                       <C>             <C>             <C>             <C>
CASH PAID FOR:
   Income taxes                           $     --        $     --        $     --        $     --
   Interest                               $    6,667      $   26,667      $     --        $   33,334

NON-CASH FINANCING ACTIVITIES:
   Common stock issued for machinery      $     --        $     --        $3,166,700      $3,166,700
   Common stock issued for stock
     subscription receivable              $     --        $  900,000      $  500,000      $1,400,000

</TABLE>

              The accompanying notes are an integral part of these
                       consolidated financial statements.

                                        9
<PAGE>

                                    i3Dx.com
                          (A Development Stage Company)
                 Notes to the Consolidated Financial Statements
                        August 31, 2000 and June 30, 2000


NOTE 1 - ORGANIZATION AND SIGNIFICANT ACCOUNTING POLICIES

     a.   Organization

     On August 16, 1999, the Company filed an amendment to its articles of
     incorporation changing its name from 3-Dx.com to i3Dx.com. i3Dx.com (the
     Company) was incorporated under the laws of the State of Nevada on June 18,
     1999. The Company is a hi-tech company which utilizes the internet
     (www.i3dx.com) for the development and distribution of its products. The
     Company's technology is based on three-dimensional photographic lenticular
     imaging and is suitable for any application which may benefit from
     increased visualization, such as medical imaging, advertising and
     marketing.

     The Company maintains a 33,000 square foot manufacturing and processing
     facility in Duluth, Georgia where it mass-produces 3D images in both
     reflective print and transparency formats for the commercial, medical and
     consumer markets.

     100PercentSports.com (Sports) was organized under the laws of the State of
     Nevada on December 10, 1999. Sports was incorporated with 100,000,000
     authorized shares at $0.01 par value, consisting of 99,990,000 Class A
     shares with 49% of the voting rights and 10,000 Class B shares with 51% of
     the voting rights. Sports was formed to be an internet sports reporting
     company with a multilingual, athlete and country specific format.

     On December 21, 1999, the Company acquired 25,000,000 Class A common shares
     and 10,000 Class B common shares (management controlling shares) of Sports
     for $200,100. The shares acquired represents 84% of the outstanding voting
     shares of Sports at June 30, 2000.

     b.   Cash and Cash Equivalents

     For purposes of financial statement presentation, the Company considers all
     highly liquid investments with a maturity of three months or less, from the
     date of purchase, to be cash equivalents.

     c.   Accounts Receivable

     Accounts receivable are shown net of the allowance for doubtful accounts of
     $1,735 at August 31, 2000 and June 30, 2000.

     d.   Fixed Assets

     Fixed assets are stated at cost less accumulated depreciation. Depreciation
     on machinery is provided using the straight-line method over an expected
     useful life of ten (10) years. Depreciation on equipment is provided using
     the straight-line method over an expected life of five (5) years.
     Depreciation expense for the two months ended August 31, 2000 and for the
     year ended June 30, 2000 was $53,638 and $320,040, respectively.

                                       10
<PAGE>

                                    i3Dx.com
                          (A Development Stage Company)
                 Notes to the Consolidated Financial Statements
                        August 31, 2000 and June 30, 2000


NOTE 1 - ORGANIZATION AND SIGNIFICANT ACCOUNTING POLICIES (Continued)

     e.   Inventory

     Inventory consists of lenticular print film for use in the development of
     film and pictures and other raw materials. Inventory is stated at the lower
     of cost determined by the first-in, first-out method or market. At August
     31, 2000 and June 30, 2000, inventory amounted to $80,872 and $89,269,
     respectively, and consists entirely of raw materials.

     f.   Accounting Method

     The Company's consolidated financial statements are prepared using the
     accrual method of accounting. The Company has elected a June 30 year end.

     g.   Estimates

     The preparation of financial statements in conformity with generally
     accepted accounting principles requires management to make estimates and
     assumptions that affect the reported amounts of assets and liabilities and
     disclosure of contingent assets and liabilities at the date of the
     financial statements and the reported amounts of revenues and expenses
     during the reporting period. Actual results could differ from those
     estimates.

     h.   Advertising

     The Company follows the policy of charging the costs of advertising to
     expense as incurred.

     i.   Credit Risks

     The Company maintains its cash accounts in one bank in Georgia. The Federal
     Deposit Insurance Corporation (FDIC) insures accounts to $100,000. The
     Company's account occasionally exceeds the insured amounts. The Company
     also maintains an account with Nations Funds which is not FDIC insured.

     j.   Income Taxes

     No provision for federal income taxes has been made at June 30, 2000 due to
     an accumulated operating loss. The Company has accumulated approximately
     $1,500,000 of net operating losses as of June 30, 2000, which may be used
     to reduce taxable income and income taxes in future years. The use of these
     losses to reduce future income taxes will depend on the generation of
     sufficient taxable income prior to the expiration of the net operation loss
     carryforwards. The carryforwards expire in 2020.

     k.   Revenue Recognition

     Revenue is recognized upon shipment of goods to the customer.

                                       11
<PAGE>

                                    i3Dx.com
                          (A Development Stage Company)
                 Notes to the Consolidated Financial Statements
                        August 31, 2000 and June 30, 2000

NOTE 1 - ORGANIZATION AND SIGNIFICANT ACCOUNTING POLICIES (Continued)

     l.   Principles of Consolidation

     The consolidated financial statements include the accounts of i3Dx.com and
     100PercentSports.com (Sports), a majority-owned (84%) subsidiary. All
     significant intercompany accounts and transactions have been eliminated in
     the consolidation.

     m.   Basic Loss Per Share

     Basic loss per share has been calculated based on the weighted average
     number of shares of common stock outstanding during the period.

<TABLE>
<CAPTION>
                                            For the                                From
                                          Two Months          For the          Inception on
                                            Ended           Year Ended         June 18, 1999
                                          August 31,          June 30,            Through
                                            2000                2000           June 30, 1999
                                         ------------       ------------       --------------
                                         (Unaudited)
<S>                                      <C>                <C>                <C>
     Numerator: Net loss                 $   (459,778)      $ (1,552,081)      $         --

     Denominator:  Weighted average
      number of shares outstanding         39,255,135         35,385,450           23,423,077
                                         ------------       ------------       --------------
     Basic loss per share                $      (0.01)      $      (0.04)      $         0.00
                                         ============       ============       ==============

</TABLE>

     Dilutive loss per share is not presented because they would have an
     antidilutive effect on the net loss per share calculation.

     n.   Unaudited Financial Statements

     The accompanying unaudited financial statements include all of the
     adjustments which, in the opinion of management, are necessary for a fair
     presentation. Such adjustments are of a normal recurring nature.

NOTE 2 - STOCKHOLDERS' EQUITY

     The Company has authorized 90,000,000 shares of Class A common stock (Class
     A) and 10,000,000 shares of Class B common stock (Class B). Each class of
     stock is entitled to the following provisions as outlined below:

     DIVIDEND PROVISIONS

     The holders of shares of Class A shall be entitled to receive, when and as
     declared by the Board of Directors out of any funds at the time legally
     available thereof, forty-nine percent (49%) of all common stock dividends
     of the Company. Each share of Class A shall rank on parity with each other
     share of Class A with respect to dividends. Dividend payments to the
     holders of shares of Class A shall be payable in cash by delivery of a
     check to each entitled holder's address which is registered with the
     Secretary of the Company.

                                       12
<PAGE>

                                    i3Dx.com
                          (A Development Stage Company)
                 Notes to the Consolidated Financial Statements
                        August 31, 2000 and June 30, 2000


NOTE 2 - STOCKHOLDERS' EQUITY (Continued)

     DIVIDEND PROVISIONS (Continued)

     The holders of shares of Class B shall be entitled to receive, when and as
     declared by the Board of Directors out of any funds at the time legally
     available thereof, fifty-one percent (51%) of all common stock dividends of
     the Company. Each share of Class B shall rank on parity with each other
     share of Class B with respect to dividends. Dividend payments to the
     holders of shares of Class B shall be payable in cash by delivery of a
     check to each entitled holder's address which is registered with the
     Secretary of the Company.

     LIQUIDATION PROVISIONS

     In the event of any liquidation, dissolution or winding up of the Company,
     whether voluntary of involuntary, the Class A and Class B shall be entitled
     to receive an amount equal to forty-nine percent (49%) and fifty-one
     percent (51%), respectively, of the amount payable with respect to all
     classes of common stock distributed ratably to the holders of common stock.

     VOTING PROVISIONS

     The holders of shares of Class A and Class B shall be entitled to
     forty-nine percent (49%) and fifty-one percent (51%), respectively, of the
     votes then held on all matters of which the shareholders of the Company are
     entitled to vote.

NOTE 3 - COMMITMENTS AND CONTINGENCIES

     On July 1, 1999, the Company entered into a seven (7) year lease agreement
     for office and warehouse space located in Duluth, Georgia. The lease
     obligation is currently $18,000 per month with annual increases in
     proportion to any increase in the CPI from the date the lease is signed.

NOTE 4 - LICENSE RIGHTS - RELATED PARTY

     On June 30, 1999, the Company acquired certain license rights from a
     related company (Licensor) in exchange for a license fee of five percent
     (5%) of gross sales attributable to the license rights. The license
     includes the exclusive rights in Canada, Mexico and the United States to
     manufacture and market animated and/or 3-dimensional photographic
     lenticular (micro-lens) images for the initial period of fifty (50) years
     without volume restrictions. The license may be renewed for a second fifty
     (50) years on like terms. The Company may also sub-license the licensed
     rights with written permission from the Licensor.

     On October 25, 1999, the license purchase agreement was amended to include
     an additional one-time fee of $400,000 to increase the scope of the license
     to include sheet fed lithographic technology. The license rights will be
     amortized over its expected useful life of ten (10) years. Amortization
     expense on the license rights for the year ended June 30, 2000 was $26,668.

                                       13
<PAGE>

                                    i3Dx.com
                          (A Development Stage Company)
                 Notes to the Consolidated Financial Statements
                        August 31, 2000 and June 30, 2000


NOTE 4 - LICENSE RIGHTS - RELATED PARTY (Continued)

     On April 1, 2000, the license purchase agreement was amended to include a
     monthly fee of $15,000 for the use of certain equipment owned by the
     Licensor.

<TABLE>
<CAPTION>
                                   August 31,       June 30,
                                     2000            2000
                                   -----------     ---------
                                   (Unaudited)
<S>                                <C>             <C>
     License rights                $ 400,000       $ 400,000
     Accumulated amortization        (33,335)        (26,668)
                                   ---------       ---------
            Total                  $ 366,665       $ 373,332
                                   =========       =========
</TABLE>

NOTE 5 - CONVERTIBLE DEBENTURE

     On October 22, 1999, the Company issued a convertible debenture to a
     shareholder (holder) in exchange for $500,000 cash. At the sole option of
     the holder and upon thirty (30) days written notice, the holder has the
     right, at any time during the term of the debenture, to convert up to one
     hundred percent (100%) of the outstanding principal balance into Class A
     common stock of the Company at the conversion price of two dollars ($2.00)
     per share at any time prior to maturity. The term of the note is two (2)
     years and interest accrues at the rate of eight percent (8.0%) per year.
     The entire principal balance of the note is due October 22, 2001 and
     interest is due on a monthly basis. Interest expense on the convertible
     debenture was $6,667 and $26,667 for the two months ended August 31, 2000
     and for the year ended June 30, 2000, respectively.

NOTE 6 - OTHER RECEIVABLE

     The Company paid a rent deposit to another company in the amount of $18,000
     during the year ended June 30, 2000. The other company has committed to pay
     back the balance within the next couple of months.

NOTE 7 - GOING CONCERN

     The Company's consolidated financial statements are prepared using
     generally accepted accounting principles applicable to a going concern
     which contemplates the realization of assets and liquidation of liabilities
     in the normal course of business. The Company has incurred operating losses
     from its inception through June 30, 2000. 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. Management believes that revenues will be sufficient
     to cover and exceed operating costs by the end of fiscal year 2001. In the
     interim, management has obtained equity financing of approximately $2.4
     million from January 1, 2000 through August 31, 2000 which management feels
     is sufficient to cover its operating costs until the Company becomes
     profitable.

                                       14
<PAGE>

                                    i3Dx.com
                          (A Development Stage Company)
                 Notes to the Consolidated Financial Statements
                        August 31, 2000 and June 30, 2000


NOTE 8 - COMMON STOCK TRANSACTIONS

     During the year ended June 30, 2000, the Company sold 4,665,383 shares of
     its common stock for cash of $1,433,999 and a stock subscription receivable
     of $900,000 (see Note 11) or an average price of $0.50 per share.

     During the two months ended August 31, 2000, the Company sold 238,462
     shares of its common stock for cash of $155,000 or $0.65 per share.

NOTE 9 - INVESTMENT - RELATED PARTY

     On May 14, 2000, the Company purchased 303,260 shares of common stock of an
     unlisted related company for $200,000. The common stock investment
     represents 1.6% of that Company's outstanding common stock as of June 30,
     2000. This investment, which is carried at cost, is made for long-term
     business affiliation reasons.

NOTE 10 - COMMON STOCK OPTIONS AND WARRANTS

     On June 30, 1999, the Company issued 12-month warrants to purchase up to
     2,500,000 shares of the Company's Class A common stock. The warrants are
     exercisable at $4.00 per share. The warrants were issued as additional
     consideration for purchasing stock for $500,000. The expiration on the
     warrants was extended to June 30, 2001.

     On August 9, 1999, the Company granted warrants to purchase up to 500,000
     shares of the Company's Class A common stock. The warrants are exercisable
     at $1.00 per share and expire on August 8, 2001.

     On September 1, 1999, the Company granted options to purchase up to 44,000
     shares of the Company's Class A common stock. The options were granted as a
     finders fee for the private placement. The options are exercisable at $1.00
     per share and expire on August 31, 2004.

     On November 1, 1999, the Company granted options to purchase up to 400,000
     shares of the Company's Class A common stock. The options were granted as
     additional compensation to an employee of the Company. The options are
     exercisable at $1.00 per share and expire on October 31, 2003.

     On December 6, 1999, the Company granted options to purchase up to
     1,000,000 shares of the Company's Class A common stock. The options were
     granted to the co-founders of 100PercentSports.com (500,000 options each).
     The options are exercisable at $1.00 per share and expire on December 5,
     2004.

     All of the options and warrants mentioned above were issued with exercise
     prices above the prevailing market value for the shares at the time of
     issuance. This is consistent with the accounting treatment of SFAS No. 123
     "Accounting for Stock-Based Compensation."

                                       15
<PAGE>

                                    i3Dx.com
                          (A Development Stage Company)
                 Notes to the Consolidated Financial Statements
                        August 31, 2000 and June 30, 2000


NOTE 10 - COMMON STOCK OPTIONS AND WARRANTS (Continued)

     A summary of warrant activity for the period from July 1, 1999 through June
     30, 2000 is as follows:

<TABLE>
<CAPTION>
                                         Number of      Exercise
                                           Shares        Price
                                         ---------      --------
<S>                                      <C>            <C>
     Balance at June 30, 1999            2,500,000      $        4.00

          Granted                          500,000      $        1.00
                                         ---------
     Balance at June 30, 2000            3,000,000      $ 1.00 - 4.00
                                         =========

</TABLE>

     The Company has granted the following fixed stock options during the period
     from July 1, 1999 through June 30, 2000:

<TABLE>
<CAPTION>
                                         Number of      Exercise
                                           Shares        Price
                                         ---------      --------
<S>                                      <C>            <C>
     Balance at June 30, 1999                 --        $--

          Granted                        1,444,000      $   1.00
                                         ---------
     Balance at June 30, 2000            1,444,000      $   1.00
                                         =========

</TABLE>

     The Company has elected to follow Accounting Principles Board Opinion No.
     25, "Accounting for Stock Issued to Employees" (APB 25) and related
     interpretations in accounting for its stock options. Under APB 25, if the
     exercise price of the Company's employee stock options is greater than or
     equal to the market price of the underlying stock on the date of grant, no
     compensation expense is recognized.

     Proforma information regarding net income and earnings per share is
     required by SFAS No. 123, and has been determined as if the Company had
     accounted for its employee stock options under the fair value method of
     that statement. The fair value for these options was estimated at the date
     of grant using Black-Scholes option pricing model with the following
     assumptions for 2000:

          1)   risk-free interest rate of 6.15%,

          2)   no dividend yield,

          3)   no discount for lack of marketability, and

          4)   a volatility factor of the expected market price of the Company's
               common stock of 1.578926. The volatility factor was determined
               using the cash price of the Company's common stock since the
               stock is not currently listed on an exchange between June 1999
               and June 2000.

                                       16
<PAGE>

                                    i3Dx.com
                          (A Development Stage Company)
                 Notes to the Consolidated Financial Statements
                        August 31, 2000 and June 30, 2000


NOTE 10 - COMMON STOCK OPTIONS AND WARRANTS (Continued)

     Under the accounting provisions of SFAS No. 123, the Company's net loss
     would have been unchanged as indicated below:

<TABLE>
<CAPTION>
                                            June 30,
                                             2000
                                         -------------
<S>                                      <C>
     Net loss:
           As reported                   $  (1,552,081)
           Pro forma                        (1,552,081)

     Net loss per share:
           As reported                   $       (0.04)
           Pro forma                             (0.04)
</TABLE>

NOTE 11 - SUBSEQUENT EVENT

     During July 2000, the Company collected the $900,000 on the stock
     subscription receivable.

                                       17



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