MAS ACQUISITION XXV CORP
8-K, 2000-08-28
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                     U.S. SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    FORM 8-K

                CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF
                     OF THE SECURITIES EXCHANGE ACT OF 1934


                         Date of Report: August 25, 2000



                               OMNINET MEDIA.COM, INC.
--------------------------------------------------------------------------------
             (Exact Name of registrant as specified in its Charter)




         Nevada                     0-28935                    88-0398783
------------------------      -------------------        --------------------
(State of Incorporation)      Commission File No.        (IRS Employer
                                                          Identification No.)



 7825 Fay Avenue, Ste. 200, La Jolla, CA                       92037
------------------------------------------------           -------------
(Address of principal executive offices)                     (Zip Code)



Registrant's telephone number,(   858     )     456       -        5588
                               -----------  -------------    ---------------



                            MAS ACQUISITION XXV CORP.
                             1710 East Division St.
                              Evansville, IN 47711

                     (Registrant's former name and address)



<PAGE>



Item 1.        CHANGES IN CONTROL OF REGISTRANT.

         (a)  Pursuant to the  Agreement  and Plan of  Reorganization  effective
August 17, 2000, OmniNet Media.com,  Inc.,  ("OmniNet"),  a Nevada  corporation,
acquired  5,000,000  shares of MAS  Acquisition  XXV  Corp.,  for Five  Thousand
($5,000)  Dollars.  As a result of the purchase  MAS XXV became a subsidiary  of
OmniNet.  The Stock Purchase  Agreement was approved by the unanimous consent of
the board of  directors  of OmniNet on July 18,  2000.  Prior to the  Agreement,
OmniNet had 41,786,155  shares issued and outstanding.  Following the Agreement,
OmniNet has 41,811,155 shares issued and outstanding.

         In accordance with the terms of the agreement,  the OmniNet remunerated
MAS Capital,  Inc, in the amount of $45,000 and 25,000 OmniNet restricted common
shares in  consideration  for the return and  cancellation  of 8,250,000  common
shares it owned of MAS Acquisition XXV.

         Upon  effectiveness  of  the  Agreement  and  Plan  of  Reorganization,
pursuant to Rule 12g-3(a) of the General Rules and Regulations of the Securities
and Exchange  Commission,  OmniNet  became the  successor  issuer to MAS XXV for
reporting  purposes  under the  Securities  Exchange of 1934,  as  amended.  The
officers,  directors  and By-laws of OmniNet  continued  without  changes as the
officers,  directors  and By-laws of the  successor  issuer.  See Item 5. "Other
Events" in this report.

         A copy of the  Agreement  and  Plan of  Reorganization  is  filed as an
Exhibit to this Form 8-K Report and is incorporated into this report.

Item 2.        ACQUISITION OR DISPOSITION OF ASSETS.

         (a)  Effective  August  17,  2000  OmniNet  Media.com,   Inc.  acquired
5,000,000  common  shares  of  MAS  Acquisition  XXV  Corp  ("MAS),  an  Indiana
corporation, making MAS a subsidiary of OmniNet.

         In evaluating OmniNet as a candidate for the business combination,  MAS
XXV used criteria such as the value of the assets of OmniNet,  particularly  its
expertise  of  management,   current   business   operations,   and  anticipated
operations.   MAS  XXV  determined  that  the  consideration  for  the  business
combination  was  reasonable.  In  evaluating  MAS  XXV as a  candidate  for the
proposed  business  combination,  OmniNet  used MAS XXV's  status as a reporting
company,   its  lack  of  operating   history  and  lack  of  potential  related
liabilities.   OmniNet  determined  that  the  consideration  for  the  business
combination was reasonable.

Item 3.        BANKRUPTCY OR RECEIVERSHIP.

         Not applicable.

Item 4.        CHANGES IN REGISTRANT'S CERTIFYING ACCOUNT.

         The successor issuer registrant's certifying public accounting firm is
DiRocco & Dombrow, P.A. of Fort Lauderdale, Florida.

Item 5.        OTHER EVENTS.

         (a) Successor Issuer Election.  In accordance with Rule 12g-3(a) of the
General Rules and Regulations of the Securities and Exchange Commission, OmniNet
became the successor issuer to MAS Acquisition XXV for reporting  purposes under
the Securities Exchange Act of 1934 and elects to report under the Act.

<PAGE>

         (b) OmniNet Media.com, Inc., formerly known as Tricom Technology, Inc.,
was incorporated on July 14, 1998. (See Exhibit 3.0) OmniNet Media.com,  Inc., a
Nevada corporation, was merged into and with Tricom Technology, Inc. At the time
of the merger,  Tricom  changed its name to OmniNet  Media.com,  Inc. On June 8,
2000  OmniNet  acquired  75.72% of the issued and  outstanding  common  stock of
U.S./ACE Security Laminates, Inc.

Item 6.        RESIGNATION OF DIRECTORS AND EXECUTIVE OFFICERS.

         Effective August 17, 2000, Aaron Tsai, the sole director and officer of
MAS Acquisition XXV Corp,  resigned appointing James Graves to fill his director
and officer positions.

Item 7.        FINANCIAL STATEMENTS AND EXHIBITS.

         (a) Financial Statements of business acquired.

                  1.      Financial statements of OmniNet Media.com,  Inc. as of
                          December 31, 1999 and 1998 (Audited)

                  2.      Financial statements of U.S./Ace  Security  Laminates,
                          Inc. as of December 31, 1999 and 1998 (Audited)

                  3.      Financial Statements of OmniNet Media.com, Inc.  as of
                          June 30, 2000 and 1999 (Unaudited)

         (b) Pro Forma financial information.

                  1.      The Company pro forma condensed  consolidated  balance
                          sheet as of June 30, 2000 (Unaudited)

                  2.      The Company pro forma condensed consolidated statement
                          of  operation  for  the  year ended December 31,  1999
                          (Unaudited)

                  3.      The Company pro forma condensed consolidated statement
                          of income for the six month period ended June 30, 2000
                          (Unaudited)


         (c) Index to Exhibits.

         Exhibit Number                       Description

             (2.0)                Agreement and Plan of Reorganization
             (3.0)                Articles of Amendment Tricom Technology Group,
                                  Inc.
             (3.1)                Articles of Incorporation of Tricom Technology
                                  Group, Inc., now OmniNet Media.com, Inc.
             (3.2)                By-Laws OmniNet Media.com, Inc.


Item 8.        CHANGES IN FISCAL YEAR.

         The successor issuer registrant's fiscal year ends December 31.


<PAGE>



SIGNATURES

         Pursuant to the  requirements  of the Securities  Exchange Act of 1934,
the  registrant  has duly  caused  this report to be signed on its behalf by the
undersigned hereunto duly authorized.

                                                        OMNINET MEDIA.COM, INC.
Dated: August 25, 2000


                                                        By: /s/ James Graves
                                                           ---------------------
                                                               James Graves
                                                        Title: V.P./Secretary


<PAGE>



                             OMNINET MEDIA.COM, INC.
                              FINANCIAL STATEMENTS
                           INCLUDING AUDITORS' REPORT
                 FOR THE YEARS ENDED DECEMBER 31, 1998 AND 1999
                     AND THE FIVE MONTHS ENDED MAY 31, 2000



<PAGE>



                                TABLE OF CONTENTS


                                                                PAGE

INDEPENDENT AUDITORS' REPORT............................          1

FINANCIAL STATEMENTS

  BALANCE SHEETS........................................          2

  STATEMENTS OF OPERATIONS..............................          3

  STATEMENTS OF STOCKHOLDERS' EQUITY....................          4

  STATEMENTS OF CASH FLOWS .............................          5

NOTES TO FINANCIAL STATEMENTS...........................        6 - 12







<PAGE>



                            DIROCCO AND DOMBROW, P.A.
                       3601 W. COMMERCIAL BLVD., SUITE #39
                          FT. LAUDERDALE, FLORIDA 33309
                                 (954) 731-8181


                          Independent Auditors' Report
                          ----------------------------

To the Board of Directors
OmniNet Media.Com, Inc.
La Jolla, CA

We have audited the accompanying balance sheets of OmniNet Media.Com, Inc. as of
December  31,  1998 and 1999 and May 31,  2000,  and the related  statements  of
operations,  changes in  stockholders'  equity  (deficit) and cash flows for the
years  then  ended and the five  months  ended  May 31,  2000.  These  financial
statements   are  the   responsibility   of  the   Company's   management.   Our
responsibility  is to express an opinion on these financial  statements based on
our 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 financial statements are free of material
misstatement.  An audit includes, examining on a test basis, evidence supporting
the amounts and disclosures in the financial statements.  An audit also includes
assessing the  accounting  principles  used and  significant  estimates  made by
management,  as well as evaluating the overall financial statement presentation.
We believe our audits provides a reasonable basis for our opinion.

In our opinion,  the financial  statements  referred to above present fairly, in
all material respects,  the financial position of OmniNet Media.Com,  Inc. as of
December 31, 1998 and 1999 and May 31, 2000,  and the results of operations  and
its cash flows for the years then ended and the five  months  ended May 31, 2000
in conformity with generally accepted accounting principles.

The  accompanying  financial  statements  have been  prepared  assuming that the
Company  will  continue  as a  going  concern.  As  discussed  in  Note 1 to the
financial  statements,  the  Company  has  incurred  significant  losses and has
negative net working capital from  operations.  These factors raise  substantial
doubt about the Company's  ability to continue as a going concern.  Management's
plan in regard to these  matters  are also  described  in Note 1. The  financial
statements do not include any adjustments  that might result from the outcome of
these uncertainties.


DiRocco and  Dombrow, P.A.
July 12, 2000


<PAGE>

<TABLE>

<CAPTION>

                             OMNINET MEDIA.COM, INC.
                                 BALANCE SHEETS

                                     ASSETS


                                                                       December 31,
                                                                  ----------------------     May 31,
                                                                    1998         1999         2000
                                                                  ---------    ---------    ---------
<S>                                                               <C>          <C>          <C>
Current Assets
  Cash                                                            $    --      $      29    $    --
                                                                  ---------    ---------    ---------
          Total Current Assets                                         --             29         --
                                                                  ---------    ---------    ---------
          Total Assets                                            $    --      $      29    $    --
                                                                  =========    =========    =========

                 LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)

Current Liabilities
  Accrued expenses                                                $   8,000    $  16,000    $  20,225
                                                                  ---------    ---------    ---------
          Total Current Liabilities                                   8,000       16,000       20,225
                                                                  ---------    ---------    ---------
Stockholders' Equity (Deficit)
  Preferred stock, $0.0001 par value; 10,000 shares
    authorized, no shares issued and outstanding                       --           --           --
  Common stock, $0.0001 par value; 690,000,000 shares
    authorized; 11,260,748, 11,260,748 and 40,397,521
    shares issued and outstanding, respectively                       1,126        1,126        4,040
  Additional paid-in capital                                        667,842      701,842      729,965
  Accumulated deficit                                              (676,968)    (718,939)    (754,230)
                                                                  ---------    ---------    ---------
          Total Stockholders' Equity (Deficit)                       (8,000)     (15,971)     (20,225)
                                                                  ---------    ---------    ---------
          Total Liabilities and Stockholders' Equity (Deficit)    $    --      $      29    $    --
                                                                  =========    =========    =========

</TABLE>






    The accompanying notes are an integral part of the financial statements.
                                       -2-

<PAGE>

<TABLE>

<CAPTION>

                             OMNINET MEDIA.COM, INC.
                            STATEMENTS OF OPERATIONS



                                                                            Five months
                                              Year ended December 31,          ended
                                           ----------------------------       May 31,
                                                1998            1999            2000
                                           ------------    ------------    ------------
<S>                                        <C>             <C>             <C>
Revenues, net                              $       --      $       --      $       --
                                           ------------    ------------    ------------
          Total Revenue                            --              --              --
                                           ------------    ------------    ------------
Expenses
  Consulting                                       --            22,500           2,000
  Research and development                         --            10,425          17,410
  Transfer agent fee                               --              --             5,477
  Rent                                             --              --             2,954
  Professional fee                                8,000           8,000           4,000
  Other                                            --             1,496           3,450
                                           ------------    ------------    ------------
          Total Expenses                          8,000          42,421          35,291
                                           ------------    ------------    ------------
          Operating Loss                         (8,000)        (42,421)        (35,291)
                                           ------------    ------------    ------------

Other Income (Expenses)
  Interest income                                  --               450            --
  Loss on disposal of asset                      (6,350)           --              --
                                           ------------    ------------    ------------
          Total Other Income (Expenses)          (6,350)            450            --
                                           ------------    ------------    ------------

        Net Loss                           $    (14,350)   $    (41,971)   $    (35,291)
                                           ============    ============    ============

Net Loss Per Common Share                  $      (0.00)   $      (0.00)   $      (0.00)
                                           ============    ============    ============
Weighted Average Number of Common Shares
  Outstanding                                 6,782,331      11,260,748      14,940,931
                                           ============    ============    ============


</TABLE>








    The accompanying notes are an integral part of the financial statements.
                                       -3-

<PAGE>


<TABLE>

<CAPTION>

                            OMNINET MEDIA.COM , INC.
             STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY (DEFICIT)


                                               Preferred Stock                                                             Total
                                              $0.0001 Par Value        Common Stock         Additional                 Shareholders'
                                              -----------------  ------------------------    Paid-In     Accumulated      Equity
                                              Shares     Amount     Shares       Amount      Capital       Deficit       (Deficit)
                                              ------     ------  -----------  -----------  -----------   -----------    -----------
<S>                                           <C>        <C>     <C>          <C>          <C>           <C>            <C>
Balance at December 31, 1997                    --       $ --      7,787,406  $     7,787  $   654,831   $  (662,618)   $      --

Issuance of common stock for
  exchange agreement at $0.001                  --         --      5,250,000        5,250         --            --            5,250

Reverse split; 50:1 par $0.001                  --         --    (12,776,658)     (12,777)      12,777          --             --

Change in par value from
   $0.001 to $0.0001                            --         --           --           (234)         234          --             --

Issuance of common stock through
  a limited offering at $0.0001 par value       --         --     11,000,000        1,100         --            --            1,100
Net loss for the year ended
  December 31, 1998                             --         --           --           --           --         (14,350)       (14,350)
                                              ------     ------  -----------  -----------  -----------   -----------    -----------
Balance at December 31, 1998                    --         --     11,260,748        1,126      667,842      (676,968)        (8,000)
Additional investment by stockholders           --         --           --           --         34,000          --           34,000
Net loss for the year ended
  December 31, 1999                             --         --           --           --           --         (41,971)       (41,971)
                                              ------     ------  -----------  -----------  -----------   -----------    -----------
Balance at December 31, 1999                    --         --     11,260,748        1,126      701,842      (718,939)       (15,971)

Reverse split; 500:1 par $0.0001                --         --    (11,238,227)      (1,123)       1,123          --             --
Issuance of common stock for cash
  at $0.0001                                    --         --     30,000,000        3,000       27,000          --           30,000
Issuance of common stock for cash
  at $0.0001                                    --         --     10,000,000        1,000         --            --            1,000
Issuance of common stock for cash
  at $0.0001                                    --         --        375,000           37         --            --               37
Net loss for the five months ended
  May 31, 2000                                  --         --           --           --           --         (35,291)       (35,291)
                                              ------     ------  -----------  -----------  -----------   -----------    -----------
Balance at May 31, 2000                         --         --     40,397,521  $     4,040  $   729,965   $  (754,230)   $   (20,225)
                                              ======     ======  ===========  ===========  ===========   ===========    ===========

</TABLE>




    The accompanying notes are an integral part of the financial statements.
                                       -4-

<PAGE>

<TABLE>

<CAPTION>
                             OMNINET MEDIA.COM, INC.
                            STATEMENTS OF CASH FLOWS


                                                                                Five months
                                                             December 31,         ended
                                                         --------------------     May 31,
                                                          1998        1999        2000
                                                         --------    --------    --------
<S>                                                      <C>         <C>         <C>
Cash Flows From Operating Activities
  Net loss                                               $(14,350)   $(41,971)   $(35,291)
  Adjustment to reconcile net loss to net cash used in
      operating activities:
          Loss on disposal of asset                         6,350        --          --
          Increase in accrued expenses                      8,000       8,000       4,225
                                                         --------    --------    --------
          Net Cash Used in Operating Activities           (  --  )    (33,971)    (31,066)
                                                         --------    --------    --------

Cash Flows From Financing Activities
  Proceeds from issuance of stock                           1,100        --        31,037
  Payment on stock issuances                               (1,100)       --          --
  Additional investment by stockholders                      --        34,000        --
                                                         --------    --------    --------
          Net Cash Provided by Financing Activities          --        34,000      31,037
                                                         --------    --------    --------
          Net Increase (Decrease) in Cash                    --            29         (29)

Cash at beginning of year                                    --          --            29
                                                         --------    --------    --------
Cash at end of year                                      $   --      $     29    $(  --  )
                                                         ========    ========    ========


</TABLE>





    The accompanying notes are an integral part of the financial statements.
                                       -5-

<PAGE>

                             OMNINET MEDIA.COM, INC.
                          NOTES TO FINANCIAL STATEMENTS
                 FOR THE YEARS ENDED DECEMBER 31, 1998 AND 1999
                     AND THE FIVE MONTHS ENDED MAY 31, 2000


NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Organization and Operation
--------------------------

OmniNet Media.Com,  Inc.  (OmniNet),  formerly known as TriCom Technology Group,
Inc., was organized and exists under the General Corporation Law of the State of
Nevada.  OmniNet  was  incorporated  in the State of Nevada on March 12, 1997 as
Clinical Aesthetics Centre, Inc. (Clinical).  Clinical was inactive from October
1997 to July 1998.

On July 27,  1998,  the Board of Director of Clinical  approved  the issuance of
5,250,000  shares of its common stock in exchange for all outstanding  shares of
common stock of TriCom  Technology Group,  Inc.  (TriCom).  TriCom was organized
under the General  Corporation  Law of the State of Nevada on July 14, 1998. The
merged  company  continued to operate under the name of TriCom but failed in its
attempt to operate as an advertising and communications company and was inactive
from the time of the merger until February 2000.

On January 20, 2000, the Board of Directors of  Kioskcoupon.Com,  Inc., a Nevada
company  incorporated  on January 7, 2000 to  provide  communications  services,
amended its Article of  Incorporation  to change its name to OmniNet  Media.Com,
Inc. On February 18, 2000,  the Board of Directors of TriCom  Technology  Group,
Inc.  approved the  issuance of 5,000,000  shares of its common stock to acquire
all of the  outstanding  shares of OmniNet  Media.Com,  Inc.  TriCom  Technology
Group, Inc., subsequently changed its name to OmniNet Media.Com, Inc.

OmniNet is currently  focused on acquiring  well  established  businesses in the
advertisement media,  communications and transportation  industries and products
for strategic alliances and partnering agreements.

U.S./ACE Security Laminates, Inc.

U.S./ACE is a division of OmniNet Media.Com,  Inc. whose primary  responsibility
is to provide  marketing,  training  and  installation  support for Global Glass
Guard.

These safety film  products  were  originally  designed to protect  property and
people against  terrorist  attacks in Europe and the Middle East.  Global safety
and security film laminates work as an integral  element for safety and security
requirements - from thefts,  accidents,  explosions,  hurricanes,  tornados,  or
earthquakes.  Global  safety and  security  film  laminates  hold  broken  glass
together  like an invisible  curtain.  Global films create a safety and security
barrier for your home, commercial, industrial, or government



                                       -6-

<PAGE>

                             OMNINET MEDIA.COM, INC.
                   (FORMERLY CLINICAL AESTHETICS CENTRE, INC.
                       AND TRICOM TECHNOLOGY GROUP, INC.)
                          NOTES TO FINANCIAL STATEMENTS
                 FOR THE YEARS ENDED DECEMBER 31, 1998 AND 1999


NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES,
                  (continued)

Organization and Operation, (continued)
---------------------------------------

buildings,  by discouraging  break-ins,  vehicle intruders and/or penetration of
dangerous objects. Global security film laminates,  when installed by authorized
trained  installation  specialist offer "smash and grab", "bullet and bomb blast
resistance", unmatched in today's worldwide market place. In a world of constant
change,  safety and security concerns have become the major driving force behind
the overwhelming demand for global products, but safety and security are not the
only benefits.  These safety and security film laminates  discourage  "smash and
grab" type crimes. Since time is vital in these situations,  the thieves usually
give up quickly.  Even violent  crimes and vandalism are greatly  reduced,  as a
result, it limits the cost of damage,  and repair and/or theft related problems.
Global  products  reduce the chance of fatal or serious  injury caused by flying
glass  fragments.  Another common injury is from existing plate glass window and
sliding glass doors,  which were originally  installed  without any safety glass
features.  Our safety and security laminate films are excellent retrofit related
products that will virtually eliminate these potential problems.  Our safety and
security  film product line can be purchased  and  professionally  instated at a
fraction of the cost when compared to other alternatives available today. Global
offers  increased  security for  personal  safety and  valuables  by  protecting
against  flying  glass and  other  material  debris  as a result of  hurricanes,
tornadoes,  typhoons,  earthquakes  and  other  uncontrollable  weather  related
conditions.

Going Concern
-------------

The Company's financial  statements are presented on a going concern basis which
contemplates  the  realization of assets and  satisfaction of liabilities in the
normal course of business.  The Company has experienced  recurring  losses since
inception and has negative net working  capital for the years ended December 31,
1998 and 1999 and the five  months  ended  May 31,  2000.  For the  years  ended
December  31,1998 and 1999 and the five months ended May 31,  2000,  the company
experienced net losses of $14,350, $41,971 and $35,291, respectively.

The  Company's  ability to continue as a going  concern is  contingent  upon its
ability to secure additional  equity financing,  initiate sales of its products,
and attain profitable operations.




                                       -7-

<PAGE>

                             OMNINET MEDIA.COM, INC.
                          NOTES TO FINANCIAL STATEMENTS
                 FOR THE YEARS ENDED DECEMBER 31, 1998 AND 1999
                     AND THE FIVE MONTHS ENDED MAY 31, 2000


NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES,
               (Continued)

Going Concern, (Continued)
--------------------------

Management  is  pursuing  financing  by the  issuance  of common  stock  shares.
Although  the  Company  plans to pursue  additional  financing,  there can be no
assurance  that the Company will be able to secure or obtain  financing on terms
beneficial  to the Company.  Without  such funds the Company  would be unable to
comply with its payment obligations to its vendors.

The financial  statements do not include any adjustments to reflect the possible
future effects on the recoverability and classification of assets or the amounts
and classification of liabilities that may result from the possible inability of
the Company to continue as a going concern.

Income Taxes
------------

The Company accounts for income taxes under Financial Accounting Standards Board
of Financial  Accounting Standards No. 109, "Accounting for Income Taxes." Under
Statement 109, deferred tax assets and liabilities are recognized for the future
tax  consequences  attributable to differences  between the financial  statement
carrying  amounts of existing assets and  liabilities  and their  respective tax
basis.  Deferred tax assets and liabilities are measured using enacted tax rates
expected  to apply to  taxable  income  in the  years in which  those  temporary
differences  are expected to be recovered or settled.  Under  Statement 109, the
effect on deferred  tax assets and  liabilities  due to a change in tax rates is
recognized in income in the period that includes the enactment  date. No current
or deferred  income tax expense or benefit was recognized due to the Company not
having any material  operations  for the years ended  December 31, 1998 and 1999
and the five months ended May 31, 2000.

Fair Value of Financial Instruments
-----------------------------------

The  carrying  amounts  reported  in  the  balance  sheets  for  cash  and  cash
equivalents and accounts payable approximate fair value because of the immediate
or short-term maturity of these financial instruments.




                                       -8-

<PAGE>

                             OMNINET MEDIA.COM, INC.
                          NOTES TO FINANCIAL STATEMENTS
                 FOR THE YEARS ENDED DECEMBER 31, 1998 AND 1999
                     AND THE FIVE MONTHS ENDED MAY 31, 2000


NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES,
                  (Continued)

Use of Estimates
----------------

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

Net Loss Per Common Share
-------------------------

Net loss per share is calculated  based on the weighted average number of shares
outstanding  during  the years  ended  December  31,  1998 and 1999 and the five
months ended May 31, 2000.

Recent Accounting Announcements
-------------------------------

The  FASB  recently   issued   Statement  No.  137  "Accounting  for  Derivative
Instruments and Hedging  Activities-Deferral of Effective Date of FASB Statement
No.  133".  This  statement  defers  for one  year  the  effective  date of FASB
Statement  No  133,   "Accounting   for  Derivative   Instruments   and  Hedging
Activities".  The rule now will apply to all fiscal quarters of all fiscal years
beginning  after June 15,  2000.  In June 1998,  the FASB  issued  SFAS No. 133,
"Accounting  for  Derivative  Instruments  and  Hedging  Activities,"  which  is
required to be adopted in years  beginning  after June 15, 1999.  The  Statement
permits  early  adoption as of the  beginning  of any fiscal  quarter  after its
issuance. The Statement will require the Company to recognize all derivatives on
the  balance  sheet  at fair  value.  Derivatives  that are not  hedges  must be
adjusted to fair value through income.  If the derivative is a hedge,  depending
on the nature of the hedge, changes in the fair value of derivatives will either
be offset against the change in fair value of the hedged assets, liabilities, or
firm commitments  through earnings or recognized in other  comprehensive  income
until the hedged item is recognized in earnings.  The  ineffective  portion of a
derivative's  change in fair value will be  immediately  recognized in earnings.
The Company has not yet determined if it will early adopt and what the effect of
SFAS No. 133 will be on the earnings and financial position of the Company.




                                       -9-

<PAGE>

                             OMNINET MEDIA.COM, INC.
                          NOTES TO FINANCIAL STATEMENTS
                 FOR THE YEARS ENDED DECEMBER 31, 1998 AND 1999
                     AND THE FIVE MONTHS ENDED MAY 31, 2000


NOTE 2 - INCOME TAXES

The reasons for the differences between income taxes at the statutory income tax
rates and the provision (benefit) for income taxes are summarized, as follows:

                                                   December 31,         May 31,
                                               --------------------    --------
                                                1998        1999        2000
                                                ----        ----        ----

Income tax benefits at statutory rate          $ (5,740)   $(16,788)   $(14,116)
Change in valuation allowance related
    to deferred tax benefit carryforwards         5,740      16,788      14,116
                                               --------    --------    --------

Income tax benefit                             $   --      $   --      $   --
                                               ========    ========    ========

Due to net operating  losses and the uncertainty of realization,  no tax benefit
has been  recognized  for  operating  losses.  At May 31, 2000,  cumulative  net
operating losses of $91,612 are available for carryforward  against future years
taxable  income  and expire  through  the year 2004.  The  Company's  ability to
utilize its net operating loss  carryforwards  is uncertain and thus a valuation
reserve has been provided against the Company's net deferred tax assets.

NOTE 3 - SUBSEQUENT EVENTS

On June 8, 2000,  the Company  acquired  76% of a  corporation  in exchange  for
1,370,480 of its common shares. The primary business of the acquired corporation
is to provide marketing, training and installation of security film laminates.







                                      -10-

<PAGE>

<TABLE>

<CAPTION>

                             OMNINET MEDIA.COM, INC.
                          NOTES TO FINANCIAL STATEMENTS
                 FOR THE YEARS ENDED DECEMBER 31, 1998 AND 1999
                     AND THE FIVE MONTHS ENDED MAY 31, 2000


NOTE 4 - FAIR VALUE OF FINANCIAL INSTRUMENTS

The estimated fair value of the Company's financial instruments, are as follows:


                                        December 31,                   May 31,
                               ----------------------------      -------------------
                                 1998                1999               2000
                                 ----                ----               ----

                         Carrying    Fair    Carrying    Fair    Carrying     Fair
                          Amount    Value     Amount    Value     Amount     Value
                         -------   -------   -------   -------   -------   ---------
<S>                      <C>       <C>       <C>       <C>       <C>       <C>
     Assets
      Cash               $  --     $  --     $    29   $    29   $  --     $    --

     Liabilities
      Accrued expenses   $ 8,000   $ 8,000   $16,000   $16,000   $20,225   $ 20, 225

</TABLE>

NOTE 5 - STOCKHOLDERS' EQUITY

Common Stock Issuances
----------------------

Common stock was issued in the year ended  December 31, 1998,  1999 and the five
months ended May 31, 2000, as follows:

a)     On July 27,  1998,  5,250,000  shares of common stock were issued for the
       purpose of an Exchange  Agreement  between Tricom  Technology Group, Inc.
       (Tricom) and Clinical  Aesthetics Centre, Inc.  (Clinical).  The total of
       5,250,000 shares of Clinical were delivered to the shareholders of Tricom
       in exchange for 10,500,000 shares of its common stock.
b)     On  September  15, 1998,  the Board of  Directors  of TriCom  approved an
       amendment  to the  Articles  of  Incorporation  to change the  authorized
       capital to 690,000,000 common shares and 10,000,000  preferred shares. At
       the same time, a reverse  split was approved in the ratio of 50:1 and the
       par value of the shares were changed from $0.001 to $0.0001.
c)     On  December  15,  1998,  11,000,000  shares of common  stock were issued
       through a limited offering.
d)     In fiscal year 1999,  $34,000 was contributed to Tricom by  shareholders.
       No shares were issued for this investment amount.
e)     On February 18, 2000,  Tricom and OmniNet  Media.Com,  Inc.  merged in an
       exchange of their common shares.  Following the merger, Tricom's Board of
       Directors  amended  its  Article of  Incorporation  to change its name to
       OmniNet  Media.Com,  Inc.  (OmniNet) and authorized a 500:1 reverse stock
       split of its own shares.

                                      -11-

<PAGE>

                             OMNINET MEDIA.COM, INC.
                          NOTES TO FINANCIAL STATEMENTS
                 FOR THE YEARS ENDED DECEMBER 31, 1998 AND 1999
                     AND THE FIVE MONTHS ENDED MAY 31, 2000


NOTE 5 - STOCKHOLDERS' EQUITY (Continued)

f)     Pursuant to Rule 504D,  OmniNet sold 30,000,000 shares of common stock to
       investors.   In  addition,   the  OmniNet  issued  10,000,000  shares  of
       restricted stock to sixteen individuals or entities on February 24, 2000.
g)     On April 30, 2000,  OmniNet  issued  50,000 shares of common stock to two
       investors.
h)     On May 17, 2000,  OmniNet  issued 325,000 shares of common stock to three
       individual investors.

NOTE 7  -  LEASE

The  Company  entered  into a  month-to-month  lease  agreement  for its  office
facility on April 1, 2000  expiring on June 30, 2003.  Rent expense for the five
months ended May 31, 2000 was $2,954.









                                      -12-

<PAGE>




                        U.S./ACE SECURITY LAMINATES, INC.
                              FINANCIAL STATEMENTS
                        WITH INDEPENDENT AUDITORS' REPORT
                 FOR THE YEARS ENDED DECEMBER 31, 1999 AND 1998
              AND THE PERIOD FROM INCEPTION (SEPTEMBER 25, 1997) TO
                                DECEMBER 31, 1997



<PAGE>

                                TABLE OF CONTENTS

                                                                PAGE

INDEPENDENT AUDITORS' REPORT.................................     1

FINANCIAL STATEMENTS
  Balance Sheets.............................................   2 - 3
  Statements of Operations...................................     4
  Statements of Stockholders' Equity.........................     5
  Statements of Cash Flows...................................     6

NOTES TO FINANCIAL STATEMENTS................................   7 - 17







<PAGE>


                             DIROCCO & DOMBROW, P.A.
                      3601 WEST COMMERCIAL BLVD., SUITE #39
                         FORT LAUDERDALE, FLORIDA 33309
                                 (954) 731-8181
                               FAX (954) 739-1054

Board of Directors
U.S./ACE Security Laminates, Inc.
San Diego, CA 92121

We have audited the accompanying  balance sheet of U.S./ACE Security  Laminates,
Inc.  ("the  Company"),  as of December 31, 1999 and the related  statements  of
operations,  stockholders'  equity and cash flows for the year then ended. These
financial  statements are the  responsibility of the Company's  management.  Our
responsibility  is to express an opinion on these financial  statements based on
our audit. The financial  statements of U.S./ACE Security Laminates,  Inc. as of
December 31, 1998 and the period from inception (September 25, 1997) to December
31, 1997 were audited by other  auditors  whose  report  dated  February 8, 2000
expressed an unqualified opinion on those statements.

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

In our opinion,  the financial statements referred to above present fairly, in a
material  respects,  the financial position of the Company at December 31, 1999,
and the results of their  operations and cash flows for the year then ended,  in
conformity with generally accepted accounting principles.

The  accompanying  financial  statements  have been  prepared  assuming that the
Company  will  continue  as a  going  concern.  As  discussed  in  Note 1 to the
financial  statements,  the  Company  has  incurred  significant  losses and has
negative net working capital from  operations.  These factors raise  substantial
doubt about the Company's  ability to continue as a going concern.  Management's
plan in regards to these  matters are also  described  in Note 1. The  financial
statements do not include any adjustments  that might result from the outcome of
these uncertainties.

We also  audited  the  adjustments  described  in Note 11 that were  applied  to
restate the 1998 and 1997 financial statements. In our opinion, such adjustments
are appropriate and have been properly applied.

August 11, 2000

                                      -1-

<PAGE>

                        U.S./ACE SECURITY LAMINATES, INC.
                                 BALANCE SHEETS






                                         December     December     December
                                         31, 1999     31, 1998     31, 1997
                                        ----------   ----------   ----------
                                                     (Restated)   (Restated)
                                     ASSETS

Current Assets
  Cash                                  $    9,979   $  164,212   $    5,190
  Prepaid expenses                          19,231        5,717         --
                                        ----------   ----------   ----------
      Total Current Assets                  29,210      169,929        5,190
                                        ----------   ----------   ----------

Property and Equipment                     170,827      157,779        2,610

Other Assets
  License agreements, net of
    amortization of $-0- ,              $  226,324
    and $4,443, respectively               767,000    1,608,676      120,557
  Security deposits                          2,790        8,875         --
                                        ----------   ----------   ----------

          Total Other Assets               769,790    1,617,551      120,557
                                        ----------   ----------   ----------

          Total Assets                  $  969,827   $1,945,259   $  128,357
                                        ==========   ==========   ==========







   The accompanying notes are an integral part of these financial statements.
                                       -2-

<PAGE>

<TABLE>

<CAPTION>

                        U.S./ACE SECURITY LAMINATES, INC.
                           BALANCE SHEETS (CONTINUED)


                                                  December       December       December
                                                  31, 1999       31, 1998       31, 1997
                                                -----------    -----------    -----------
                                                                (Restated)     (Restated)
<S>                                             <C>            <C>            <C>

                      LIABILITIES AND STOCKHOLDERS' EQUITY
Current Liabilities
  Accounts payable and accrued liabilities      $    48,218    $    53,065    $    22,005
  Current portion of notes payable                  667,000           --           70,000
  Notes payable to related parties                  577,808        402,000           --
  Advances payable                                     --        1,014,710           --
                                                -----------    -----------    -----------
          Total Current Liabilities               1,293,026      1,469,775         92,005

Long-Term Liabilities
  Notes payable
    less current portion                               --        1,171,636           --
                                                -----------    -----------    -----------
          Total Liabilities                       1,293,026      2,641,411         92,005
                                                -----------    -----------    -----------

Commitments and Contingencies                          --             --             --

Stockholders' Equity
  Common stock, $0.10 par value,
    authorized 50,000,000, issued and
    outstanding 2,820,160, 2,444,560 and
    2,444,560, respectively                         282,016        244,456        244,456
  Paid in capital                                    55,000         55,000         55,000
  Accumulated deficit                              (660,215)      (995,608)      (263,104)
                                                -----------    -----------    -----------

          Total Stockholders'  Equity              (323,199)      (696,152)        36,352
                                                -----------    -----------    -----------

          Total Liabilities and Stockholders'
            Equity                              $   969,827    $ 1,945,259    $   128,357
                                                ===========    ===========    ===========

</TABLE>



   The accompanying notes are an integral part of these financial statements.
                                       -3-

<PAGE>

                        U.S./ACE SECURITY LAMINATES, INC.
                            STATEMENTS OF OPERATIONS

                                                                      For the
                                                                    Period from
                                                                     Inception
                                                                    (September
                                         Year Ended    Year Ended     25, 1997)
                                          December      December    to December
                                          31, 1999      31, 1998      31, 1997
                                        -----------   -----------   -----------
                                                       (Restated)    (Restated)

License Sales                           $ 2,179,364   $   627,981   $      --
Product Sales                               725,409          --            --
Other Revenue                                  --         106,400          --
                                        -----------   -----------   -----------
     Total Revenue                        2,904,773       734,381          --

Cost of Product Sold                        465,457          --            --
                                        -----------   -----------   -----------

Gross Profit                              2,439,316       734,381          --

Expenses
  General and administrative              1,889,508     1,468,706       263,104
  Impairment loss of license agreement      215,159          --            --
                                        -----------   -----------   -----------
     Total Expenses                       2,104,667     1,468,706       263,104
                                        -----------   -----------   -----------

Operating income (loss)                     334,649      (734,325)     (263,104)
                                        -----------   -----------   -----------

Other Income (Expense)
  Interest income                             2,602         1,821          --
  Other expense                              (1,858)         --            --
                                        -----------   -----------   -----------

Total Other Income (Expense)                    744         1,821          --
                                        -----------   -----------   -----------

Net Earnings (Loss)                     $   335,393   $  (732,504)  $  (263,104)
                                        ===========   ===========   ===========




   The accompanying notes are an integral part of these financial statements.
                                       -4-

<PAGE>

<TABLE>

<CAPTION>

                         US/ACE SECURITY LAMINATES, INC.
             STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY (DEFICIT)


                                      Common Stock
                                     $.10 Par Value      Additional                    Total
                                 ---------------------    Paid-In    Accumulated    Shareholders'
                                   Shares      Amount     Capital      Deficit         Equity
                                 ---------   ---------   ---------   -----------    ------------
<S>                              <C>         <C>         <C>         <C>            <C>
Balance at
  September 30, 1997             2,444,560   $ 244,456   $    --     $      --      $    244,456
                                 ---------   ---------   ---------   -----------    ------------
Additional investment by
   stockholders                       --          --        55,000          --            55,000
Net loss for period
  September 25, 1997 to
  December 31, 1997                   --          --          --        (263,104)       (263,104)
                                 ---------   ---------   ---------   -----------    ------------
Balance at
  December 31, 1997 (restated)   2,444,560     244,456      55,000      (263,104)        (36,352)


Net loss at
  December 31, 1998                   --          --          --        (732,504)       (732,504)
                                 ---------   ---------   ---------   -----------    ------------
Balance at
  December 31, 1998 (restated)   2,444,560     244,456      55,000      (995,608)       (696,152)
Stock issuance for
  services                         360,600      36,060        --            --            36,060
Stock issuance for cash             15,000       1,500        --            --             1,500
Net income at
  December 31, 1999                   --          --          --         335,393         335,393
                                 ---------   ---------   ---------   -----------    ------------
Balance at
  December 31, 1999              2,820,160   $ 282,016   $  55,000   $  (660,215)   $   (323,199)
                                 =========   =========   =========   ===========    ============


</TABLE>




   The accompanying notes are an integral part of these financial statements.
                                       -5-

<PAGE>

<TABLE>

<CAPTION>

                        U.S./ACE SECURITY LAMINATES, INC.
                             STATEMENT OF CASH FLOWS

                                                                                  For the
                                                                                Period from
                                                                                 Inception
                                                                                (September
                                                   Year Ended     Year Ended     25, 1997)
                                                    December       December     to December
                                                    31, 1999       31, 1998      31, 1997
                                                  -----------    -----------    -----------
                                                                  (Restated)     (Restated)
<S>                                               <C>            <C>            <C>
Cash Flows From Operating Activities
  Net income (loss)                               $   335,393    $  (732,504)   $  (263,104)
  Adjustments to Reconcile Net Loss to
    Net Cash Used in Operating Activities
      Depreciation and amortization                   246,481        221,881          4,533
      Impairment loss                                 215,159
      Changes in Assets and Liabilities
        (Increase) decrease in security deposit         6,085         (8,875)          --
        (Increase) in prepaid expenses                (13,514)        (5,717)          --
        Increase (decrease) in accounts
          payable and accrued liabilities              (4,847)        31,060         22,005
                                                  -----------    -----------    -----------
Net Cash Used In Operating Activities                 784,757       (494,155)      (236,566)
                                                  -----------    -----------    -----------

Cash Flows From Investing Activities
  Purchase of license agreements                     (560,214)      (630,497)          --
  Purchase of property and equipment                  (51,445)      (162,653)        (2,700)
                                                  -----------    -----------    -----------
Net Cash Used In Investing Activities                (611,659)      (793,150)        (2,700)
                                                  -----------    -----------    -----------

Cash Flows From Financing Activities
  Net advances                                           --        1,014,710           --
  Related party advances                              175,805        402,000           --
  Common stock issued                                   1,500           --          244,456
  Net advances on note payable                           --          627,982           --
  Principal payments on notes payable                (504,636)      (598,365)          --
                                                  -----------    -----------    -----------
Net Cash Provided By Financing Activities            (327,331)     1,446,327        244,456
                                                  -----------    -----------    -----------

Increase (Decrease) in Cash and Cash
  Equivalents                                        (154,233)       159,022          5,190
Cash and Cash Equivalents, Beginning of
  Year                                                164,212          5,190           --
                                                  -----------    -----------    -----------
Cash and Cash Equivalents, End of Year            $     9,979    $   164,212    $     5,190
                                                  ===========    ===========    ===========

</TABLE>

   The accompanying notes are an integral part of these financial statements.
                                       -6-

<PAGE>

                        U.S./ACE SECURITY LAMINATES, INC.
                          NOTES TO FINANCIAL STATEMENTS

NOTE 1 - ORGANIZATION

U.S./ACE Security Laminates,  Inc. (the Company) was incorporated under the laws
of the State of Delaware on September 25, 1997 as U.S. Glass Security Laminates,
Inc.  with  authorized  capital  of 10,000  shares at $0.10 par value per common
share. On November 27, 1997, the Company  amended its articles of  incorporation
to increase the total number of authorized  capital to 50,000,000 common shares.
In 1997,  the Company issued  2,444,560  shares of its common stock for services
rendered at $0.10 per share.

In 1997 and 1998,  the  Company  purchased  the rights to market and  distribute
universally  patented  security  laminates for 5 and 10 year renewable  terms in
certain states and territories in the United States, Mexico and the Caribbean.

The Company business is to sell master and dealership licenses under a licensing
agreement  to  distributors  and  sales  of  security   laminates   through  its
distributors. A typical licensing agreement provides for a term payment plan and
includes a quota purchase for distributors. Failure to meet purchase quotas will
cause a licensee to forfeit  their  license  with no  recourse  to recover  term
payments made. The Company commenced its operations it 1998.

The  accompanying  financial  statements  have been prepared in conformity  with
generally accepted accounting principles, which contemplates continuation of the
Company as a going concern. In 1997, the Company was a development stage company
as defined by  Statement  of  Financial  Accounting  Standards  ("SFAS")  No. 7,
"Accounting  and Reporting by Development  Stage  Enterprises".  The Company was
devoting  substantially  all of its efforts in securing and  establishing  a new
business,  and planned principal  operations had not commenced.  Working capital
funds were to be obtained by seeking  additional funding from private and public
equity   investments  to  meet  such  needs.  The  accompanying  1997  financial
statements should not be regarded as typical for normal operating periods.

Going Concern
-------------

The Company's financial  statements are presented on a going concern basis which
contemplates  the  realization of assets and  satisfaction of liabilities in the
normal  course of  business.  The Company has  experienced  recurring  losses in
fiscal year 1998 and the period from inception  (September 25, 1997) to December
31, 1997 and has negative working capital for the years ended December 31, 1999,
1998 and the period from  inception.  For the years ended  December 31, 1998 and
the period from  inception  to December 31, 1997,  the Company  experienced  net
losses of $734,325  and  $263,104,  respectively.  In  addition,  the Company is
involved  in  litigation,  the  outcome of which is  unknown  at this time,  has
defaulted  on  license  agreements,  and has  failed  to  exercise  the  license
agreement options.

                                       -7-

<PAGE>

                        U.S./ACE SECURITY LAMINATES, INC.
                   NOTES TO FINANCIAL STATEMENTS, (CONTINUED)

NOTE 1 - ORGANIZATION, (CONTINUED)

Going Concern, (Continued)
--------------------------

The  Company's  ability to continue as a going  concern is  contingent  upon its
ability to secure additional equity financing and attain profitable operations.

Management is pursuing financing by merging with a Company which publicly trades
its common  stock.  Although the Company plans to pursue  additional  financing,
there  can be no  assurance  that the  Company  will be able to secure or obtain
financing on terms  beneficial  to the  Company.  Without such funds the Company
would be unable to comply with its payment obligations to its vendors.

Management  believes that actions  presently being taken to revise the Company's
operating and financial  requirements provide the opportunity for the Company to
continue as a going concern.

The financial  statements  do not include any  adjustments  to reflect  possible
future effects on the recoverability and classification of assets or the amounts
and classification of liabilities that may result from the possible inability of
the Company to continue as a going concern.

NOTE 2 - SIGNIFICANT ACCOUNTING POLICIES

Method of Accounting
--------------------

The Company's  financial  statements  are prepared  using the accrual  method of
accounting.

Cash and Cash Equivalents
-------------------------

The Company  considers  all highly  liquid debt  instruments  with a maturity of
three months or less when acquired to be cash and cash equivalents.

Concentration of Credit Risk
----------------------------

Financial instruments which potentially subject the Company to concentrations of
credit risk consist  principally  of cash held in a financial  institution.  The
Company  deposits  its  cash and  cash  equivalents  with  high  credit  quality
financial institutions that are insured by Federal Deposit Insurance Corporation
(FDIC) up to $100,000.

                                       -8-

<PAGE>

                        U.S./ACE SECURITY LAMINATES, INC.
                   NOTES TO FINANCIAL STATEMENTS, (CONTINUED)

NOTE 2 - SIGNIFICANT ACCOUNTING POLICIES, (CONTINUED)

Property and Equipment
----------------------

Property  and  equipment  is stated  at cost and  depreciated  under the  double
declining  method over their  estimated  useful lives ranging from five to seven
years. Repairs and maintenance expenses are charged to operations as incurred.

Intangible Assets
-----------------

Intangible assets represent license agreements acquired and are recorded at cost
in accordance with Accounting Principles Board (APB) Opinion No. 17, "Intangible
Assets".  The Company  amortizes the intangible  assets using the  straight-line
method  over the  term of the  specific  agreements  of five to ten  years.  The
Company  evaluates  whether  the  estimated  useful  life  used to  amortize  an
intangible  asset  is  appropriate  due  to  changing  facts  and  circumstances
resulting in increases  or  decreases in the asset's  estimated  useful life and
records the change currently.

Impaired Asset Policy
---------------------

In March 1995,  the  Financial  Accounting  Standards  Board  issued a statement
titled "Accounting for Impairment of Long-lived  Assets." In complying with this
standard,  the Company reviews its long-lived  assets yearly to determine if any
events or changes in  circumstances  have  transpired  which  indicate  that the
carrying  value  of  its  assets  may  not  be  recoverable.  The  Company  made
adjustments for the carrying value of its assets at December 31, 1999.

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

Revenues from sales to  distributors  and resellers are recognized  when related
products are shipped.  Revenues from corporate license programs are based on the
terms of the agreement which typically outline specific payment arrangements.

Use of Estimates
----------------

Management uses estimates and assumptions in preparing  financial  statements in
accordance with generally accepted  accounting  principles.  Those estimates and
assumptions  affect  the  reported  amounts  of  assets  and  liabilities,   the
disclosure of contingent  assets and liabilities,  and the reported revenues and
expenses.  Actual  results  may vary from the  estimates  that were  assumed  in
preparing the financial statements.

                                       -9-

<PAGE>

                        U.S./ACE SECURITY LAMINATES, INC.
                   NOTES TO FINANCIAL STATEMENTS, (CONTINUED)

NOTE 2 - SIGNIFICANT ACCOUNTING POLICIES, (CONTINUED)

Income Taxes
------------

The Company accounts for income taxes under Financial Accounting Standards Board
of Financial  Accounting Standards No. 109, "Accounting for Income Taxes." Under
Financial  Statement 109, deferred tax assets and liabilities are recognized for
the future tax  consequences  attributable to differences  between the financial
statement  carrying  amounts  of  existing  assets  and  liabilities  and  their
respective  tax basis.  Deferred tax assets and  liabilities  are measured using
enacted  tax rates  expected  to apply to  taxable  income in the years in which
those  temporary  differences  are expected to be  recovered  or settled.  Under
Statement 109, the effect on deferred tax assets and liabilities due to a change
in tax rates is  recognized in income for the period that includes the enactment
date. No current or deferred income tax expense or benefit was recognized due to
the Company not having any material  operations for the years ended December 31,
1999 and 1998 and the period from inception (September 25, 1997) to December 31,
1997.

Fair Value of Financial Instruments
-----------------------------------

The  carrying  amounts  reported  in  the  balance  sheets  for  cash  and  cash
equivalents and accounts payable approximate fair value because of the immediate
or short-term maturity of these financial instruments.

Recent Accounting Announcements
-------------------------------

The  FASB  recently   issued   Statement  No.  137  "Accounting  for  Derivative
Instruments and Hedging  Activities-Deferral of Effective Date of FASB Statement
No. 133". This statement defers for one year the effective date of FSAB No. 133,
"Accounting  for Derivative  Instruments and Hedging  Activities".  The rule now
will apply to all fiscal  quarters of all fiscal years  beginning after June 15,
2000. In June 1998,  the FSAB issued SFAS No. 133,  "Accounting  for  Derivative
Instruments  and  Hedging  Activities",  which is  required to be adopted in the
years beginning after June 15, 1999. The Statement  permits early adoption as of
the  beginning of any fiscal  quarter after its  issuance.  The  Statement  will
require the Company to recognize  all  derivatives  on the balance sheet at fair
value.  Derivatives  that are not hedges must be adjusted to fair value  through
income.





                                      -10-

<PAGE>

                        U.S./ACE SECURITY LAMINATES, INC.
                   NOTES TO FINANCIAL STATEMENTS, (CONTINUED)

NOTE 2 - SIGNIFICANT ACCOUNTING POLICIES, (CONTINUED)

If the derivative is a hedge,  depending on the nature of the hedge;  changes in
the fair value of  derivatives  will either be offset against the change in fair
value of the hedged assets, liabilities, or firm commitments through earnings or
recognized in other comprehensive  income until the hedged item is recognized in
earnings.  The ineffective  portion of a derivative change in fair value will be
immediately  recognized  in earnings.  The Company has not yet  determined if it
will early adopt and what the effect of SFAS No. 133 will be on the earnings and
financial position of the Company.

The Company has  implemented  SFAS No. 129,  "Disclosure  of  Information  about
Capital Structure",  effective January 1, 1998, which established  standards for
disclosing information about the entity's capital structure.  The implementation
of SFAS No. 129 had no effect on the Company's financial statements.

NOTE 3 - PROPERTY AND EQUIPMENT

Property and equipment consists of the following at December 31:

                                        1999        1998        1997
                                       --------    --------    --------

  Machinery and equipment              $123,568    $ 79,198    $      -
  Office equipment                       54,874      54,874       2,700
  Leasehold improvements                  7,161       7,161           -
  Vehicle                                24,121      24,121           -
                                       --------    --------    --------
                                        209,724     165,354       2,700
  Less accumulated depreciation          38,897       7,575          90
                                       --------    --------    --------
  Property and equipment               $170,827    $157,779    $  2,610
                                       ========    ========    ========

Depreciation  charged to expense  during the years ended  December  31, 1999 and
1998 and the period from inception (September 25, 1997) to December 31, 1997 was
$31,322, $7,485 and $90, respectively.

NOTE 4 - LICENSE AGREEMENTS

The Company has entered into a "Sales and Distribution Agreement" dated December
31, 1999, (which supersedes all other agreements previously entered as described
below), with Clear Defense, Inc. of Virginia at a cost of $767,000 to become the
exclusive  retail dealer and  distributor of the laminate  products  bearing the
trademark commonly known,  recognized,  and understood as "Clear Defense" safety
and security  window film in specific  territories  as defined by the agreement.
The safety and security  laminates  and their  application  to glass windows and
doors  will be sold  to  government,  commercial,  residential,  and  automotive
markets.

                                      -11-

<PAGE>

                        U.S./ACE SECURITY LAMINATES, INC.
                   NOTES TO FINANCIAL STATEMENTS, (CONTINUED)

NOTE 4 - LICENSE AGREEMENTS, (CONTINUED)

A lump sum license fee of $100,000 was paid at the signing of the agreement, for
the  exclusive  distribution  rights to the "Initial  Territory"  defined as the
states of California, Arizona and Florida.

A license fee of $667,000 is due for the  exclusive  distribution  rights to the
"Base Territory" as defined as the states of Nevada, Utah, New Mexico,  Georgia,
Texas,  Louisiana,  Alabama,  Mississippi and the country of Mexico and parts of
the Caribbean  Islands.  The payment  schedule is as follows:  $25,000 due by or
before  January  31,  2000;  $25,000 due by or before  February  28,  2000;  and
$617,000 due by or before March 31, 2000. The Company is also subject to minimum
film purchase  requirements under agreement.  Interest is due at the rate of 18%
per annum, or 1.5% per month on past due amounts.

The  Company  had an option to obtain the  exclusive  rights  for the  remaining
states within the United  States of America for  $333,000.  The deadline for the
exercise of the option  expired on January 31, 2000. The agreement is for a term
of five years and shall automatically renew for an additional successive term of
five years so long as the terms and conditions of the agreement are met.

The Company is currently in default of the license agreement with Clear Defense,
Inc. of Virginia.

In 1997 and 1998,  the Company had entered  into three  separate  agreements  to
become the exclusive  retail dealer and  distributor  of the products  described
above  with  Ace/Clear  Defense,  Inc.  of  Quebec,  Canada  for a total cost of
$1,835,000. These agreements have been cancelled by U.S./ACE Security Laminates,
Inc. and are currently the subject of litigation  (see Note 10). At December 31,
1999,  license  agreements have been adjusted from their 1998 book of $1,608,676
to net realizable value of $767,000.

Amortization expense of $221,881,  $221,881 and $4,443 was charged to operations
during  the years  ended  December  31,  1999 and 1998 and for the  period  from
inception (September 25, 1997) to December 31, 1997, respectively.

                                      -12-

<PAGE>

                        U.S./ACE SECURITY LAMINATES, INC.
                   NOTES TO FINANCIAL STATEMENTS, (CONTINUED)

NOTE 5 - NOTES PAYABLE

Notes payable at December 31, 1999 and 1998 and 1997 of $667,000, $1,171,636 and
$70,000 represent amounts due under the new and original  contracts as described
in Note 4.  Payments on these  agreements  have been  terminated  by the Company
until  resolution of the  litigation.  The 1998 liability of $1,171,636 has been
restated to $667,000 in 1999, due to the Company entering into an agreement with
a different vendor for the same territories.

NOTE 6 - NOTES PAYABLE TO RELATED PARTIES

Notes payable to related parties at December 31, consists of the following

                                   1999         1998         1997
                                  --------     --------     --------

    Southwest Funding GP          $ 16,200     $337,000     $      -
    Officers (2)                   561,605       65,000            -
                                  --------     --------     --------
          Total                   $577,805     $402,000     $      -
                                  ========     ========     ========

Southwest  Funding  GP (the  Partnership)  is a  partnership  formed to  provide
funding  to  enable  the  Company  to  secure  marketing  efforts.  The Board of
Directors and  Management  Team is principally  the same as the  Company's.  The
Partnership  was  formed to provide  funding  to enable the  Company to put into
place a  marketing  arm for the  Company.  Funds from  Southwest  Funding GP are
non-interest bearing, unsecured, and due on demand.

Advances  from officers  totaling  $561,605 and $65,000 at December 31, 1999 and
1998, respectively, are non-interest bearing, unsecured, and due on demand.





                                      -13-

<PAGE>

                        U.S./ACE SECURITY LAMINATES, INC.
                   NOTES TO FINANCIAL STATEMENTS, (CONTINUED)

NOTE 7 - ADVANCES PAYABLE

During 1997 and 1998,  the Company  received  cash  advances  from a corporation
which was the prior employer of the Company's president and major shareholder.

On January 22, 1999,  the Company was released of all  obligations  arising from
the advances in exchange for dealership  rights to the general Orlando,  Florida
territory.  Since that date,  the Company has  repossessed  the territory due to
breach of contract arising from the failure to meet purchase quota requirements.

NOTE 8 - INCOME TAXES

There is no current or deferred  tax expense  for the years ended  December  31,
1999 and 1998 and the period from inception (September 25, 1997) to December 31,
1997  due to the  Company's  loss  position  in  1998  and  1997  and  the  loss
carryforward to 1999. Timing differences result from accelerated depreciation of
assets and the capitalization of start up costs for tax purposes.

The deferred tax  consequences  of temporary  differences in reporting items for
financial  statement  and income tax purposes are  recognized,  as  appropriate.
Realization  of the future tax  benefits  related to the  deferred tax assets is
dependent on many factors  including the Company's  ability to generate  taxable
income  within  the net  operating  loss  carryforward  period.  Management  has
considered  these  factors  in  reaching  its  conclusion  as to  the  valuation
allowance for financial reporting  purposes.  The income tax effect of temporary
differences compromising the deferred tax assets and deferred tax liabilities on
the accompanying balance sheet is a result of the following:

                                         1999         1998         1997
                                        --------     --------     --------

Net Income (loss)                       $335,393    $(732,504)   $(263,104)
Timing Differences
  Permanent                               52,172           69            -
  Temporary Capitalization of
    start up costs                         8,650       (8,650)     263,104
                                        --------     --------     --------
                                        $396,215    $(741,085)   $       -
                                        ========     ========     ========





                                      -14-

<PAGE>

                        U.S./ACE SECURITY LAMINATES, INC.
                   NOTES TO FINANCIAL STATEMENTS, (CONTINUED)

NOTE 8 - INCOME TAXES, (CONTINUED)

                                           1999         1998         1997
                                          --------     --------     --------

Net Income (loss) carryforward            $134,713    $(251,969)   $       -
Valuation allowance                       (134,713)     251,969            -
                                          --------     --------     --------
                                          $      -    $       -    $       -
                                          ========     ========     ========

The Company has available  net operating  loss  carryforwards  of  approximately
$700,000  for  tax  purposes  to  offset  future  taxable  income  which  expire
principally in the year 2017.

NOTE 9 - COMMITMENTS AND CONTINGENCIES

Operating Lease
---------------

The Company leases a vehicle under a  noncancelable  operating  lease  agreement
which expires in October,  2000.  Lease expense for the year ended  December 31,
1999, was $12,304. At December 31, 1999, the minimum aggregate lease commitments
is $10,253.

The Company has also entered into a  non-cancelable  operating  lease  agreement
dated May 26, 1998 for a period of (60) sixty  months  expiring May 31, 2003 for
approximately  3,200 square feet of office and warehouse space at a base rent of
$2,790 per month.  Prepaid rental of $14,591.93 was paid at the execution of the
lease.  On December 5, 1998,  the Company  expanded  the premises for a total of
approximately 5,700 square feet. Base rent was increased to $5,000 per month for
a period of twelve (12)  months,  with a 4%  increase in base rent every  twelve
months through the term of the lease. Rental expense for the year ended December
31, 1998 was $18,840.

Future  minimum  annual  rentals  payable  under  this  noncancelable  operating
agreement are, as follows:

2000                $63,948
2001                $66,494
2002                $69,142
2003                $29,371




                                      -15-

<PAGE>

                        U.S./ACE SECURITY LAMINATES, INC.
                   NOTES TO FINANCIAL STATEMENTS, (CONTINUED)

NOTE 9 - COMMITMENTS AND CONTINGENCIES, (CONTINUED)

Consulting Agreements
---------------------

The Company has entered into two  separate  consulting  agreements  for services
June 1, 1998. Each agreement is effective for three (3) years and  automatically
renews for  successive  terms of the same duration  unless either party provides
thirty (30) days written  notice to the other party prior to the  termination of
the  applicable  initial  term or renewal.  The  agreements  are for $96,000 and
$72,000 per year,  including  commissions of all dealership sales at 30% and 5%,
respectively. As of December 31, 1999 and 1998, the Company has accrued $-0- and
$42,000, respectively, for unpaid fees under the agreements.

Additionally, the Company has made and entered into two separate Stock Incentive
Agreements  with the above  consultants  as incentives  for future  performance,
which provides each consultant with the option to purchase 200,000 shares for an
aggregate purchase price of $2,000 and is exercisable until December 31, 2000.

NOTE 10 - SUBSEQUENT EVENTS

Litigation
----------

The  Company,  including  certain  employees,  officers,  and  directors,  is  a
defendant  in a lawsuit  filed by the  original  licensor (in Quebec) of certain
territories  which  the  Company  entered  into  contracts  for  dealership  and
distribution. The claim is for outstanding license fees allegedly owing pursuant
to contracts  dated February 9, 1998 and July 7, 1998. The suit asks for damages
totaling approximately $9.3 million (Canadian) plus legal costs.

Outside  counsel  for  the  Company  has  advised  that,  at this  stage  in the
proceedings,  he cannot offer an opinion as to the probable outcome. The Company
believes the suit is without merit and is vigorously defending its position.

Other Subsequent Events
-----------------------

On June 8, 2000,  a Nevada  corporation  acquired 76% of the Company in exchange
for 1,370,480 shares of common stock of the Nevada corporation.

                                      -16-

<PAGE>

                        U.S./ACE SECURITY LAMINATES, INC.
                   NOTES TO FINANCIAL STATEMENTS, (CONTINUED)

NOTE 11 - RECLASSIFICATIONS AND PRIOR PERIOD ADJUSTMENTS

Certain  amounts  as of  December  3, 1998 and 1997 have  been  reclassified  to
conform with the reporting as of December 31, 1999.

Errors  resulting in the misstatement of the license  agreements,  note payable,
and the reported income of the prior year and the period of inception (September
25, 1997) to December  31, 1997 were  corrected  during  1999,  resulting in the
following changes:

                                                        1998           1997
                                                    -----------    -----------

(Losses) unadjusted                                 $(1,314,521)   $  (259,489)
Recognition of revenue classified as note payable       627,981           --
Additional amortization of intangible assets            (45,964)        (3,615)
                                                    -----------    -----------

(Losses) restated                                   $  (732,504)   $  (263,104)
                                                    ===========    ===========







                                      -17-

<PAGE>



                      OMNINET MEDIA.COM, INC. AND SUSIDIARY
                              FINANCIAL STATEMENTS
                INCLUDING INDEPENDENT ACCOUNTANTS' REVIEW REPORT
                   FOR THE SIX MONTHS ENDED JUNE 2000 AND 1999




<PAGE>


                                TABLE OF CONTENTS

                                                                 PAGE

INDEPENDENT  ACCOUNTANTS' REVIEW REPORT.....................      1

FINANCIAL STATEMENTS

  CONSOLIDATED BALANCE SHEETS...............................      2

  CONSOLIDATED STATEMENTS OF OPERATIONS.....................      3

  CONSOLIDATED STATEMENTS OF CASH FLOWS.....................      4

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS..................    5 - 12







<PAGE>

                            DIROCCO AND DOMBROW, P.A.
                       3601 W. COMMERCIAL BLVD., SUITE #39
                          FT. LAUDERDALE, FLORIDA 33309
                                 (954) 731-8181

                     Independent Accountants' Review Report
                     --------------------------------------

To the Board of Directors
OmniNet Media.Com, Inc. and Subsidiary
La Jolla, CA

We have  reviewed  the  accompanying  consolidated  balance  sheets  of  OmniNet
Media.Com,  Inc.and  Subsidiary  as of June 30,  2000  and 1999 and the  related
consolidated  statements  of  operations  and cash flows for the six months then
ended.  These  consolidated  financial  statements are the responsibility of the
Company's management.

We  conducted  our  reviews in  accordance  with  standards  established  by the
American  Institute  of  Certified  Public  Accountants.  A  review  of  interim
financial  information consists principally of applying analytical procedures to
financial  data and making  inquiries of persons  responsible  for financial and
accounting matters. It is substantially less in scope than an audit conducted in
accordance with generally accepted auditing standards, the objective of which is
the expression of an opinion  regarding the  consolidated  financial  statements
taken as a whole. Accordingly, we do not express such an opinion.

Based on our reviews, we are not aware of any material  modification that should
be made to the accompanying  consolidated financial statements for them to be 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 1 to the
consolidated financial statements,  the Company's recurring operating losses and
negative working capital raise  substantial  doubt about its ability to continue
as a  going  concern.  Management's  plans  regarding  those  matters  also  are
described in Note 1. The  consolidated  financial  statements do not include any
adjustments that might result from the outcome of this uncertainty.

DiRocco and  Dombrow, P.A.
August 11, 2000



                                      -1-

<PAGE>

<TABLE>

<CAPTION>

                     OMMNINET MEDIA.COM, INC. AND SUBSIDIARY
                           CONSOLIDATED BALANCE SHEETS
                             JUNE 30, 2000 AND 1999


                                     ASSETS

                                                                     2000           1999
                                                                 -----------    -----------
<S>                                                              <C>            <C>
Current Assets
  Cash                                                           $    25,340    $         2
  Prepaid expenses                                                     7,830           --
                                                                 -----------    -----------
          Total Current Assets                                        33,170              2
                                                                 -----------    -----------

Property and Equipment                                               156,727           --
                                                                 -----------    -----------

Other Assets
   License agreements, net of $47,313 amortization                   719,687           --
   Security deposits                                                   2,790           --
                                                                 -----------    -----------
          Total Other Assets                                         722,477           --
                                                                 -----------    -----------


                                                                 -----------    -----------
          Total Assets                                           $   912,374    $         2
                                                                 ===========    ===========



                      LIABILITIES AND STOCKHOLDERS' DEFICIT

Current Liabilities
   Accounts payable and accrued liabilities                      $   117,516    $    12,000
   Note payable                                                      642,000           --
   Notes payable to related parties                                  758,603           --
                                                                 -----------    -----------
          Total Current Liabilities                                1,518,119         12,000
                                                                 -----------    -----------


Stockholders' Deficit
  Preferred stock, $0.0001 par value; 10,000 shares authorized
  Common stock, $0.0001 par value; 690,000,000 shares
    authorized; 41,786,155 and 11,260,748 shares issued
    and outstanding, respectively                                      4,179          1,126
  Additional paid-in capital                                         729,965        701,842
  Accumulated deficit                                             (1,339,889)      (714,966)
                                                                 -----------    -----------
            Total Stockholders' Deficit                             (605,745)       (11,998)
                                                                 -----------    -----------

          Total Liabilities and Stockholders' Deficit            $   912,374    $         2
                                                                 ===========    ===========


</TABLE>



        See accompanying notes and independent accountants' review report
                                       -2-

<PAGE>

                     OMNINET MEDIA.COM, INC. AND SUBSIDIARY
                      CONSOLIDATED STATEMENTS OF OPERATIONS
                 FOR THE SIX MONTHS ENDED JUNE 30, 2000 AND 1999





                                                       2000           1999
                                                  ------------   ------------


Revenues                                          $     39,900   $       --

Cost of Product Sold                                     4,000           --
                                                  ------------   ------------

          Total Revenue                                 35,900           --
                                                  ------------   ------------

Expenses
  General and administrative                             8,658         27,899
  Research and development                                --           10,099
  Interest expense                                       7,100           --
  Depreciation and amortization                          2,625           --
                                                  ------------   ------------
          Total Expenses                                18,383         37,998
                                                  ------------   ------------

        Net Income (Loss)                         $     17,517   $    (37,998)
                                                  ============   ============

Net Earnings (Loss) Per Common Share              $      0.001   $     (0.003)
                                                  ============   ============

Weighted Average Number of Common Shares

  Outstanding                                       15,066,978     11,260,748
                                                  ============   ============








        See accompanying notes and independent accountants' review report
                                       -3-

<PAGE>

<TABLE>

<CAPTION>

                     OMNINET MEDIA.COM, INC. AND SUBSIDIARY
                      CONSOLIDATED STATEMENTS OF CASH FLOW
                 FOR THE SIX MONTHS ENDED JUNE 30, 2000 AND 1999



                                                                  2000         1999
                                                                ---------    ---------
<S>                                                             <C>          <C>

Cash Flows From Operating Activities:
  Net loss                                                      $  17,517    $ (37,998)
  Adjustment to reconcile net loss to net cash used in
      operating activities
         Depreciation and amortization                              2,625         --
         Increase in accounts payable and accrued liabilites       13,279        4,000
                                                                ---------    ---------
          Net Cash Provided by (Used in) Operating Activities      33,421      (33,998)
                                                                ---------    ---------

Cash Flows From Investing Activities:
  Purchase of subsidiary                                         (102,286)        --
                                                                ---------    ---------
          Net Cash Used in Investing Activities                  (102,286)        --
                                                                ---------    ---------

Cash Flows From Financing Activities:
  Proceeds from notes payable to related parties                   63,000         --
  Additional investment by stockholders                              --         34,000
  Proceeds from issuance of common stock                           31,176         --
                                                                ---------    ---------
          Net Cash Provided by Financing Activities                94,176       34,000
                                                                ---------    ---------

          Net Increase in Cash                                     25,311            2

Cash, Beginning of Year                                                29         --
                                                                ---------    ---------
Cash, End of Year                                               $  25,340    $       2
                                                                =========    =========


</TABLE>





        See accompanying notes and independent accountants' review report
                                       -4-

<PAGE>

                     OMNINET MEDIA.COM, INC. AND SUBSIDIARY
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                 FOR THE SIX MONTHS ENDED JUNE 30, 2000 AND 1999


NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Organization and Operation
--------------------------

OmniNet Media.Com,  Inc.  (OmniNet),  formerly known as TriCom Technology Group,
Inc., was organized and exists under the General Corporation Law of the State of
Nevada.  OmniNet  was  incorporated  in the State of Nevada on March 12, 1997 as
Clinical Aesthetics Centre, Inc. (Clinical).  Clinical was inactive from October
1997 to July 1998.

On July 27,  1998,  the Board of Director of Clinical  approved  the issuance of
5,250,000  shares of its common stock in exchange for all outstanding  shares of
common stock of TriCom  Technology Group,  Inc.  (TriCom).  TriCom was organized
under the General  Corporation  Law of the State of Nevada on July 14, 1998. The
merged  company  continued to operate under the name of TriCom but failed in its
attempt to operate as an advertising and communications company and was inactive
from the time of the merger until February 2000.

On January 20, 2000, the Board of Directors of  Kioskcoupon.Com,  Inc., a Nevada
company  incorporated  on January 7, 2000 to  provide  communications  services,
amended its Article of  Incorporation  to change its name to OmniNet  Media.Com,
Inc. On February 18, 2000,  the Board of Directors of TriCom  Technology  Group,
Inc.  approved the  issuance of 5,000,000  shares of its common stock to acquire
all of the  outstanding  shares of OmniNet  Media.Com,  Inc.  TriCom  Technology
Group, Inc., subsequently changed its name to OmniNet Media.Com, Inc.

On June 8, 2000,  OmniNet  acquired 75.72% of the  outstanding  shares of common
stock of  U.S./ACE  Security  Laminates,  Inc.  (US/ACE) by trading one share of
common stock of OmniNet for two shares of US/ACE common stock.  US/ACE  provides
marketing,  training  and  installation  support for safety film  products.  The
results of  operations  of US/ACE for the period from June 8, 2000  through June
30, 2000 are included in the  consolidated  statement of operations  for the six
months ended June 30, 2000.

OmniNet is currently  focused on acquiring  well-established  businesses  in the
advertisement media,  communications and transportation  industries and products
for strategic alliances and partnering agreements.

Consolidation Policy
--------------------

The accompanying  consolidated  financial statements include the accounts of the
OmniNet and US/ACE.  Intercompany  transactions and balance have been eliminated
in consolidation.

                                       -5-

<PAGE>

                     OMNINET MEDIA.COM, INC. AND SUBSIDIARY
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                 FOR THE SIX MONTHS ENDED JUNE 30, 2000 AND 1999


NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES,
         (Continued)

Going Concern
-------------

The Company's financial statements are presented on a going concern basis, which
contemplates  the  realization of assets and  satisfaction of liabilities in the
normal course of business.  The Company has experienced  recurring  losses since
inception  and has  negative  net working  capital of  $1,455,949  and  $11,998,
respectively,  for the six months  ended June 30,  2000 and 1999.  In  addition,
US/ACE is involved in litigation,  the outcome of which is unknown at this time,
has  defaulted  on license  agreements  and has failed to  exercise  the license
agreement options.

The  Company's  ability to continue as a going  concern is  contingent  upon its
ability to secure additional  equity financing,  initiate sales of its products,
and attain profitable operations.

Management  is  pursuing  financing  by the  issuance  of common  stock  shares.
Although  the  Company  plans to pursue  additional  financing,  there can be no
assurance  that the Company will be able to secure or obtain  financing on terms
beneficial  to the Company.  Without  such funds the Company  would be unable to
comply with its payment obligations to its vendors.

The financial  statements do not include any adjustments to reflect the possible
future effects on the recoverability and classification of assets or the amounts
and classification of liabilities that may result from the possible inability of
the Company to continue as a going concern.

Property and Equipment
----------------------

Property  and  equipment  is stated  at cost and  depreciated  under the  double
declining  method over their  estimated  useful lives ranging from five to seven
years.  Repairs and maintenance  expenses are charged to operations as incurred.
Depreciation charged to expense during the period from June 8, 2000 through June
30, 2000 was $654.

Intangible Assets
-----------------

Intangible assets represent license agreements acquired and are recorded at cost
in accordance with Accounting Principles Board (APB) Opinion No. 17, "Intangible
Assets".  The Company  amortizes the intangible  assets using the  straight-line
method  over the  term of the  specific  agreements  of five to ten  years.  The
Company  evaluates  whether  the  estimated  useful  life  used to  amortize  an
intangible  asset  is  appropriate  due  to  changing  facts  and  circumstances
resulting in increases  or  decreases in the asset's  estimated  useful life and
records the change currently.

                                       -6-

<PAGE>

                     OMNINET MEDIA.COM, INC. AND SUBSIDIARY
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                 FOR THE SIX MONTHS ENDED JUNE 30, 2000 AND 1999


NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES,
         (Continued)

Intangible Assets, Continued
----------------------------

Amortization  expense of $1,971 was charged to operations during the period from
June 8, 2000 through June 30, 2000.

Impaired Asset Policy
---------------------

In March 1995,  the  Financial  Accounting  Standards  Board  issued a statement
titled "Accounting for Impairment of Long-lived  Assets." In complying with this
standard,  the Company reviews its long-lived  assets yearly to determine if any
events or changes in  circumstances  have  transpired  which  indicate  that the
carrying value of its assets may not be recoverable.

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

Revenues from sales to  distributors  and resellers are recognized  when related
products are shipped.  Revenues from corporate license programs are based on the
terms of the agreement, which typically outline specific payment arrangements.

Income Taxes
------------

The Company accounts for income taxes under Financial Accounting Standards Board
of Financial  Accounting Standards No. 109, "Accounting for Income Taxes." Under
Statement 109, deferred tax assets and liabilities are recognized for the future
tax  consequences  attributable to differences  between the financial  statement
carrying  amounts of existing assets and  liabilities  and their  respective tax
basis.  Deferred tax assets and liabilities are measured using enacted tax rates
expected  to apply to  taxable  income  in the  years in which  those  temporary
differences  are expected to be recovered or settled.  Under  Statement 109, the
effect on deferred  tax assets and  liabilities  due to a change in tax rates is
recognized in income in the period that includes the enactment  date. No current
or deferred  income tax expense or benefit was recognized due to the Company not
having any material operations for the six months ended June 30, 2000 and 1999.

Fair Value of Financial Instruments
-----------------------------------

The  carrying  amounts  reported  in  the  balance  sheets  for  cash  and  cash
equivalents and accounts payable approximate fair value because of the immediate
or short-term maturity of these financial instruments.


                                       -7-

<PAGE>

                     OMNINET MEDIA.COM, INC. AND SUBSIDIARY
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                 FOR THE SIX MONTHS ENDED JUNE 30, 2000 AND 1999


NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES,
         (Continued)

Use of Estimates
----------------

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

Net Loss Per Common Share
-------------------------

Net loss per share is calculated  based on the weighted average number of shares
outstanding during the six months ended June 30, 2000 and 1999.

Recent Accounting Announcements
-------------------------------

The  FASB  recently   issued   Statement  No.  137  "Accounting  for  Derivative
Instruments and Hedging  Activities-Deferral of Effective Date of FASB Statement
No.  133".  This  statement  defers  for one  year  the  effective  date of FASB
Statement  No  133,   "Accounting   for  Derivative   Instruments   and  Hedging
Activities".  The rule now will apply to all fiscal quarters of all fiscal years
beginning  after June 15,  2000.  In June 1998,  the FASB  issued  SFAS No. 133,
"Accounting  for  Derivative  Instruments  and  Hedging  Activities,"  which  is
required to be adopted in years  beginning  after June 15, 1999.  The  Statement
permits  early  adoption as of the  beginning  of any fiscal  quarter  after its
issuance. The Statement will require the Company to recognize all derivatives on
the  balance  sheet  at fair  value.  Derivatives  that are not  hedges  must be
adjusted to fair value through income.  If the derivative is a hedge,  depending
on the nature of the hedge, changes in the fair value of derivatives will either
be offset against the change in fair value of the hedged assets, liabilities, or
firm commitments  through earnings or recognized in other  comprehensive  income
until the hedged item is recognized in earnings.  The  ineffective  portion of a
derivative's  change in fair value will be  immediately  recognized in earnings.
The Company has not yet determined if it will early adopt and what the effect of
SFAS No. 133 will be on the earnings and financial position of the Company.





                                       -8-

<PAGE>

                     OMNINET MEDIA.COM, INC. AND SUBSIDIARY
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                 FOR THE SIX MONTHS ENDED JUNE 30, 2000 AND 1999


NOTE 2 - PROPERTY AND EQUIPMENT

Property and equipment consists of the following at June 30, 2000:

    Machinery and equipment                              $125,168
    Office equipment                                       54,874
    Leasehold improvements                                  7,161
    Vehicle                                                24,121
                                                         --------
                                                          211,324

    Less accumulated depreciation                          54,597
                                                         --------
    Property and equipment                               $156,727
                                                         ========

NOTE 3 - LICENSE AGREEMENTS

US/ACE has entered into a "Sales and Distribution  Agreement" dated December 31,
1999,  (which  supersedes all other agreements  previously  entered as described
below), with Clear Defense, Inc. of Virginia at a cost of $767,000 to become the
exclusive  retail dealer and  distributor of the laminate  products  bearing the
trademark commonly known,  recognized,  and understood as "Clear Defense" safety
and security  window film in specific  territories  as defined by the agreement.
The safety and security  laminates  and their  application  to glass windows and
doors  will be sold  to  government,  commercial,  residential,  and  automotive
markets.

A lump sum license fee of $100,000 was paid at the signing of the agreement, for
the  exclusive  distribution  rights to the "Initial  Territory"  defined as the
states of California, Arizona and Florida.

A license fee of $667,000 is due for the  exclusive  distribution  rights to the
"Base Territory" as defined as the states of Nevada, Utah, New Mexico,  Georgia,
Texas,  Louisiana,  Alabama,  Mississippi and the country of Mexico and parts of
the Caribbean  Islands.  The payment  schedule is as follows:  $25,000 due by or
before  January  31,  2000;  $25,000 due by or before  February  28,  2000;  and
$617,000 due by or before March 31, 2000. The Company is also subject to minimum
film purchase  requirements under agreement.  Interest is due at the rate of 18%
per annum, or 1.5% per month on past due amounts.

The  Company  had an option to obtain the  exclusive  rights  for the  remaining
states within the United  States of America for  $333,000.  The deadline for the
exercise of the option  expired on January 31, 2000. The agreement is for a term
of five years and shall automatically renew for an additional successive term of
five years so long as the terms and conditions of the agreement are met.



                                       -9-

<PAGE>

                     OMNINET MEDIA.COM, INC. AND SUBSIDIARY
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                 FOR THE SIX MONTHS ENDED JUNE 30, 2000 AND 1999


NOTE 3 - LICENSE AGREEMENTS, Continued

The Company is currently in default of the license agreement with Clear Defense,
Inc. of Virginia.

In 1997 and 1998,  the Company had entered  into three  separate  agreements  to
become the exclusive  retail dealer and  distributor  of the products  described
above  with  Ace/Clear  Defense,  Inc.  of  Quebec,  Canada  for a total cost of
$1,835,000.  These agreements have been cancelled by U.S./ACE. and are currently
the  subject  of  litigation  (see Note  10).  At  December  31,  1999,  license
agreements  have  been  adjusted  from  their  1998  book of  $1,608,676  to net
realizable value of $767,000.

NOTE 4 - NOTES PAYABLE

At June 30, 2000 in the amount of $642,000,  which  provides for interest at 18%
per annum on the outstanding balance as of April 1, 2000, represents amounts due
under the new  contracts  as  described  in Note 3. The  Company  has  suspended
payments on these agreements until resolution of the lawsuit.

NOTE 5 - NOTES PAYABLE TO RELATED PARTIES

Advances  from  officers  totaling  $758,603 at June 30,  2000 are  non-interest
bearing, unsecured, and due on demand.

NOTE 6 - INCOME TAXES

The reasons for the differences between income taxes at the statutory income tax
rates and the  provision  (benefit) for income taxes as of June 30, 200 and 1999
are summarized, as follows:

                                                        2000          1999
                                                       --------      --------

Income tax (benefit) at statutory rate                 $  8,370      $(12,919)
Change in valuation allowance related
    to deferred tax (benefit) carryforwards              (8,370)       12,919
                                                       --------      --------
Income tax (benefit)                                   $      0      $      0
                                                       ========      ========

At June 30, 2000,  cumulative net operating losses of approximately  $25,300 are
available  for  carryforward  against  future  years  taxable  income and expire
through the year 2004.  The Company's  ability to utilize its net operating loss
carryforwards  is  uncertain  and thus a  valuation  reserve  has been  provided
against the Company's net deferred tax assets.



                                      -10-

<PAGE>

<TABLE>

<CAPTION>

                     OMNINET MEDIA.COM, INC. AND SUBSIDIARY
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                 FOR THE SIX MONTHS ENDED JUNE 30, 2000 AND 1999

NOTE 7 - FAIR VALUE OF FINANCIAL INSTRUMENTS

The estimated fair values of the Company's financial  instruments as of June 30,
2000 and 1999 are as follows:

                                                 2000                      1999
                                        ---------------------     ----------------------
                                         Carrying     Fair         Carrying      Fair
                                          Amount      Value         Amount       Value
                                        ---------   ---------     ---------    ---------
<S>                                     <C>         <C>           <C>          <C>
    Assets
     Cash                               $  25,340   $  25,340     $       2    $       2
     Prepaid expense                    $   7,830   $   7,830     $       0    $       0
    Liabilities
     Accounts payable
       and accrued liabilities          $  88,516   $  88,516     $  12,000    $  12,000
     Note payable                       $ 642,000   $ 642,000     $       0    $       0
     Note payable to related party      $ 758,603   $ 758,603     $       0    $       0


</TABLE>

NOTE 8 - STOCKHOLDERS' EQUITY

Common Stock Issuances
----------------------
   Common stock was issued in the six months ended June 30, 2000, as follows:

a)     In fiscal year 1999, Tricom shareholders  contributed  $34,000. No shares
       were issued for this investment amount.
b)     On February 18, 2000,  Tricom and OmniNet  Media.Com,  Inc.  merged in an
       exchange of their common shares.  Following the merger, Tricom's Board of
       Directors  amended  its  Article of  Incorporation  to change its name to
       OmniNet  Media.Com,  Inc.  (OmniNet) and authorized a 500:1 reverse stock
       split of its own shares.
c)     Pursuant to Rule 504D,  OmniNet sold 30,000,000 shares of common stock to
       investors.   In  addition,   the  OmniNet  issued  10,000,000  shares  of
       restricted stock to sixteen individuals or entities on February 24, 2000.
d)     On April 30, 2000,  OmniNet  issued  50,000 shares of common stock to two
       investors.
e)     On May 17, 2000,  OmniNet  issued 325,000 shares of common stock to three
       individual investors.
f)     On June 8, 2000,  OmniNet  issued  18,099  shares of common  stock to one
       investor.
g)     On June 13,  2000,  OmniNet  issued  1,370,480  shares of common stock to
       stockholders  of the  corporation  purchase  through  a  stock  swap  and
       cancelled the same number of share issued to the  corporation  on June 8,
       2000.
h)     On June 28, 2000, OmniNet issued 55 fractional shares to investors.


                                      -11-

<PAGE>

                     OMNINET MEDIA.COM, INC. AND SUBSIDIARY
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                 FOR THE SIX MONTHS ENDED JUNE 30, 2000 AND 1999


NOTE 9  -  LEASE

The  Company  entered  into a  month-to-month  lease  agreement  for its  office
facility on April 1, 2000  expiring on June 30,  2003.  Rent expense for the six
months ended June 30, 2000 was $2,954.

NOTE 10 - SUBSEQUENT EVENTS

Litigation
----------

The  Company,  including  certain  employees,  officers,  and  directors,  is  a
defendant  in a lawsuit  filed by the  original  licensor (in Quebec) of certain
territories,  which the  Company  entered  into  contracts  for  dealership  and
distribution. The claim is for outstanding license fees allegedly owing pursuant
to contracts  dated February 9, 1998 and July 7, 1998. The suit asks for damages
totaling approximately $9.3 million (Canadian) plus legal costs.

Outside  counsel  for  the  Company  has  advised  that,  at this  stage  in the
proceedings,  he cannot offer an opinion as to the probable outcome. The Company
believes the suit is without merit and is vigorously defending its position.





                                      -12-

<PAGE>

                             OMNINET MEDIA.COM, INC

              PRO FORMA CONDENSED CONSOLIDATED FINANCIAL STATEMENTS


         On July 27,  2000,  the Company  acquired  5,000,000  of the issued and
outstanding  shares of the common stock of MAS Acquisition XXV Corporation for a
cash price of $50,000 and 25,000 shares of its common stock valued at $25.

         The  acquisition  will be accounted for as a purchase,  with the assets
acquired and liabilities assumed recorded at fair values, and the results of MAS
Acquisition, XXV Corporation's operations included in the Company's consolidated
financial statements from the date of acquisition.

         The accompanying condensed consolidated financial statements illustrate
the effect of the acquisition ("Pro Forma") on the Company's  financial position
and results of operations.  The condensed  consolidated balance sheet as of June
30,  2000 is based on the  historical  balance  sheets  of the  Company  and MAS
Acquisition  XXV  Corporation as of that date and assumes the  acquisition  took
place on that date. The condensed  consolidated statement of income for the year
ended  December  31, 1999 and the  statement  of income for the six months ended
June 30, 2000 are based on the  historical  statements  of income of the Company
and MAS Acquisition  XXV Corporation for those periods.  The pro forma condensed
consolidated  statements of income assume the acquisition  took place on January
1, 1999.

         In addition,  the  consolidated  proforma  statements of income for the
year ended  December  31, 1999  includes the  proforma  acquisition  of U.S./Ace
Security Laminates, Inc. on June 27, 2000.

         The pro forma condensed  consolidated  financial  statements may not be
indicative of the actual  results of the  acquisition.  In  particular,  the pro
forma  condensed  consolidated  financial  statements are based on  management's
current estimate of the allocation of the purchase price, the actual  allocation
of which may differ.

         The accompanying  condensed consolidated pro forma financial statements
should be read in connection  with the  historical  financial  statements of the
Company and MAS Acquisition XXV Corporation.

         A recapitalization  of the stockholders'  equity of the Company has not
been  presented as the  acquisition  of MAS  Acquisition  XXV  Corporation  (MAS
Acquisition) is not a reverse  acquisition and MAS Acquisition had an immaterial
amount  of net  monetary  assets  at the time of  acquisition.  OmniNet  was the
acquirer of MAS Acquisition and the stockholders of OmniNet maintained  majority
stock ownership subsequent to the acquisition transaction.




<PAGE>

<TABLE>

<CAPTION>

                    OMNINET MEDIA.COM, INC. AND SUBSIDIARIES
                 PRO FORMA CONDENSED CONSOLIDATED BALANCE SHEET
                                   (Unaudited)
                                  JUNE 30, 2000


                                                  OMNINET          MAS
                                                 MEDIA.COM     ACQUISITION
                                                    INC          XXV CORP    Adjustments     Pro Forma
                                                -----------    -----------   -----------    -----------
<S>                                             <C>            <C>           <C>            <C>

                 ASSETS

Current Assets
  Cash                                          $    25,340    $      --     $              $    25,340
  Prepaid expenses                                    7,830           --                          7,830
                                                -----------    -----------                  -----------
         Total Current Assets                        33,170           --                         33,170
                                                -----------    -----------                  -----------

Property and Equipment                              156,727           --                        156,727
                                                -----------    -----------                  -----------

Cost in excess of net assets acquired                  --             --      (1) 47,025         47,025
                                                -----------    -----------                  -----------

Other Assets
  License agreements                                719,687           --                        719,687
  Other assets                                        2,790             26                        2,816
                                                -----------    -----------                  -----------
          Total Other Assets                        722,477             26                      722,503
                                                -----------    -----------                  -----------

          Total Assets                          $   912,374    $        26                  $   959,425
                                                ===========    ===========                  ===========

LIABILITIES AND STOCKHOLDERS' DEFICIT

Current Liabilities
  Accounts payable and accrued liabilities      $   117,516    $      --                    $   117,516
  Notes payable                                     642,000           --                        642,000
  Notes payable to related parties                  758,603           --                        758,603
                                                -----------    -----------                  -----------
          Total Current Liabilities               1,518,119           --                      1,518,119
                                                -----------    -----------                  -----------

Stockholders' Deficit                              (605,745)            26    (1) 47,025      (529,694)
                                                -----------    -----------                  -----------
          Total Liabilities and Stockholders'
            Equity                              $   912,374    $        26                  $   959,425
                                                ===========    ===========                  ===========

</TABLE>






      See Notes to Pro Forma Consolidated Financial Statements (Unaudited)
                                       -2-

<PAGE>

<TABLE>

<CAPTION>

                    OMNINET MEDIA.COM, INC. AND SUBSIDIARIES
            PRO FORMA CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS
                                   (Unaudited)
                     FOR THE SIX MONTHS ENDED JUNE 30, 2000


                                      OMNINET          MAS
                                     MEDIA.COM     ACQUISITION
                                        INC          XXV CORP     Adjustments     Pro Forma
                                    -----------    -----------    -----------    -----------
<S>                                 <C>            <C>            <C>            <C>



Revenues                            $    39,900    $      --                     $    39,900

Cost of Product Sold                      4,000           --                           4,000
                                    -----------    -----------                   -----------

Gross Profit                             35,900           --                          35,900

Expenses
  General and administrative             18,383             10     (2)  1,000         19,393
                                    -----------    -----------                   -----------

Loss from continuing operations         (17,517)           (10)                      (16,507)
                                    -----------    -----------                   -----------

Net Loss                                (17,517)           (10)                      (16,507)
                                    ===========    ===========                    ===========


Loss per common share               $    ( 0.01)                                  $     (0.01)
                                    ===========                                   ===========

Weighted average number of shares
     outstanding                      1,649,994                                     1,649,994
                                    ===========                                   ===========








</TABLE>


      See Notes to Pro Forma Consolidated Financial Statements (Unaudited)
                                       -3-

<PAGE>

<TABLE>

<CAPTION>

                    OMNINET MEDIA.COM, INC. AND SUBSIDIARIES
              PRO FORMA CONDENSED CONSOLIDATED STATEMENT OF INCOME
                      FOR THE YEAR ENDED DECEMBER 31, 1999


                                             OMNINET          MAS
                                            MEDIA.COM     ACQUISITION
                                               INC          XXV CORP     Adjustments     Pro Forma
                                           -----------    -----------    -----------    -----------
<S>                                        <C>            <C>            <C>            <C>


Revenues                                   $ 2,904,773    $      --      $              $ 2,904,773

Cost of Product Sold                           465,457           --                         465,457
                                           -----------    -----------                   -----------
Gross Profit                                 2,439,316           --                       2,439,316
                                           -----------    -----------                   -----------

Expenses
  General and administrative                 1,897,508             18       (2) 2000      1,899,526
  Impairment loss of license agreement         215,159           --                         215,159
                                           -----------    -----------                   -----------
        Total Expenses                       2,112,667             18                     2,114,685
                                           -----------    -----------                   -----------

Income (loss) from continuing operations       326,649            (18)                      324,631
                                           -----------    -----------                   -----------

Other Income (Expense)
  Interest income                                2,602           --                           2,602
  Loss on diposal of asset                      (6,350)          --                          (6,350)
  Other expense                                 (1,858)          --                          (1,858)
                                           -----------    -----------                   -----------
         Total Other Income (Expense)           (5,606)          --                          (5,606)
                                           -----------    -----------                   -----------

Net Income (Loss)                          $   321,043    $       (18)                  $   319,025
                                           ===========    ===========                   ===========


Earnings per common share                  $      0.23                                  $      0.22
                                           ===========                                  ===========

Weighted average numbe of shares
     outstanding                             1,418,001                                    1,418,001
                                           ===========                                  ===========


</TABLE>




            See Notes to Pro Forma Consolidated Financial Statements

                                       -4-

<PAGE>

                             OMNINET MEDIA.COM, INC


                    NOTES TO PRO FORMA CONDENSED CONSOLIDATED
                        FINANCIAL STATEMENTS (UNAUDITED)


       NOTE A - The pro forma adjustments to the condensed consolidated  balance
                sheet are, as follows:

              (1) To reflect the  acquisition of MAS Acquisition XXV Corporation
         and the  allocation  of the  purchase  price  on the  basis of the fair
         values of the assets acquired and liabilities  assumed.  The components
         of the purchase price and its allocation to the assets and  liabilities
         of MAS Acquisition XXV Corporation are, as follows:


             Components of purchase price:

                Cash                                                   $  50,000
                Common Stock of OmniNet Media.Com, Inc                        25
                                                                       ---------
                          Total purchase price                            50,025


             Allocation of purchase price:
                Stockholders' equity of MAS Acquisition XXV Corporation       26
                                                                       ---------




             Cost in excess of net assets acquired                     $  49,999
                                                                       =========


       NOTE  B -  The  pro  forma  adjustments  to  the  condensed  consolidated
                  statements of income are, as follows:


                                            Six Months Ended      Year Ended
                                              June 30, 2000    December 31, 1999
                                            ----------------   -----------------
         (2) Adjustments to general and
             Administrative expense:


             Amortization of excess cost over
              Fair value of the net assets
               Acquired                           $ 1,000            $ 2,000








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