OMNINET MEDIACOM INC
10KSB, 2000-10-05
BLANK CHECKS
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                    U.S. SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549
                                    FORM 10-KSB

            TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE
                         SECURITIES EXCHANGE ACT OF 1934

    For the transition period from January 1, 2000 through August 31, 2000.

                        Commission file number 000-28935

                             OMNINET MEDIA.COM, INC.
                         (Name of Small Business Issuer)

     Nevada                                                 880398783
(State or Other                                         (I.R.S. Employer
 Jurisdiction of                                         Identification
 Incorporation or                                        Number)
 Organization)

      7825 Fay Avenue, Suite 200, La Jolla, CA              92037
      (Address of Principal Executive Offices)           (Zip Code)

Registrant's telephone number including area code:     (858) 456-5588

Securities registered pursuant to section 12(g) of the Act: Common Stock

Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the  preceding 12 months (or for such  shorter  period that the  registrant  was
required  to file  such  reports),  and  (2) has  been  subject  to such  filing
requirements for the past 90 days. Yes X
                                      ---

Indicate by check mark if disclosure of delinquent  filers  pursuant to Item 405
of Regulation S-K (§  229.405 of this chapter) is not contained herein, and
will not be  contained,  to the best of  registrant's  knowledge,  in definitive
proxy or information  statements  incorporated  by reference in Part III of this
Form 10-KSB or any amendment to this Form 10-KSB. [ ]

State  issuer's  revenues  for its most  recent  fiscal  year.  $75,983  for the
transition  period beginning January 1, 2000 and ending at the end of the fiscal
year on August 31, 2000.

State the aggregate market value of the voting and non-voting common equity held
by non-affiliates  computed by reference to the price at which the common equity
was sold,  or the  average  bid and ask  price of such  common  equity,  as of a
specified  date within the past 60 days.  (See  definition  of affiliate in Rule
12b-2 of the Exchange Act.)

The number of shares  outstanding of each class of common  equity,  as of August
31, 2000 are 11,745,692 restricted, and 30,532,829 unrestricted shares.

<PAGE>

     PART I

ITEM 1.  DESCRIPTION OF BUSINESS.

History.

MAS Acquisition XXV Corp. (hereafter "MAS"), the registrant's  predecessor,  was
incorporated  on January 6, 1997 in the State of Indiana to engage in any lawful
business,  including  but not limited to selecting  and entering  into  business
combinations.  MAS has been in the  developmental  stage since inception and had
not, until August 17, 2000, conducted any active business operations, other than
issuing  shares to its  shareholders.  Until August 17, 2000 MAS could have been
considered as a "shell"  company whose sole purpose was to locate and consummate
a merger or acquisition with an operating business entity.

MAS filed registration statement under, Section 12(g) of the Securities Exchange
Act of 1934 on a voluntary  basis in order to make itself more  attractive  as a
merger candidate.  Until August 17, 2000 MAS was a "blank check" company because
its business plan was to engage in a merger or acquisition  with an unidentified
company or  companies,  or other  entity or person.  Many  states  have  enacted
statutes, rules and regulations limiting the sale of securities of "blank check"
companies  in their  respective  jurisdictions.  MAS  distributed  shares of its
common  stock as gift  without any cash  considerations  to non-U.S.  persons in
reliance on Regulation S. The shares of common stock  distributed in reliance on
Regulation  S were  escrowed and MAS will refuse to register any transfer of the
shares,  during the two year  distribution  compliance  period unless registered
under the  Securities Act of 1933 or unless an exemption  from  registration  is
available to cover any such transaction.

Pursuant  to its  business  plan,  MAS  Acquisition  XXV Corp.  entered  into an
Agreement and Plan of Reorganization  effective August 17, 2000 by which 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,  OmniNet paid MAS Capital,  Inc,
the sum 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 Act 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. A copy of the Agreement and Plan
of  Reorganization  is  filed as an  Exhibit  to the Form  8-KSB  Report  and is
incorporated herein by reference.

<PAGE>

History of OmniNet.

OmniNet  Media.Com,  Inc.  was  incorporated  on  March  12,  1997  as  Clinical
Aesthetics  Centre,  Inc.  ("Clinical")  under the laws of the State of  Nevada.
Clinical  conducted no active business  operations  from inception  through July
1998. On July 27, 1998 Clinical entered into a business  reorganization in which
it issued  5,250,000  of its common  shares in  exchange  for all the issued and
outstanding  shares  of  TriCom  Technology  Group,  Inc.  ("TriCom"),  a Nevada
corporation  formed on July 14, 1998.  TriCom continued to operate under its own
name, but failed in its attempt to operate as an advertising and  communications
company. It became inactive, and remained inactive until February 2000.

On February 18, 2000 the Board of  Directors of TriCom  approved the issuance of
5,000,000  of  its  common  shares  in  exchange  for  100%  of the  issued  and
outstanding stock of OmniNet  Media.Com,  Inc. which had been formed as a Nevada
business corporation on January 7, 2000 under the name of Kioskcoupon.Com,  Inc.
("Kioskcoupon")  Its business  purpose was to provide  communications  services.
Kioskcoupon had changed its name to OmniNet Media.Com,  Inc. by amendment to its
articles of incorporation on January 20, 2000. TriCom  subsequently  adopted the
name of its subsidiary by amending its articles of  incorporation  to change its
name to OmniNet Media.Com, Inc.

On  June  8,  2000,  the  Company   acquired  75.72%  of  a  U.S./Ace   Security
Laminates("U.S./Ace")  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.

The product sold by U.S./Ace is a series of safety and security  film  laminates
which  provide  protection  from  thefts,  accidents,  explosions,   hurricanes,
tornadoes and  earthquakes  by holding  broken glass  together like an invisible
certain.  These  products,  marketed  under the name Global  Glass Guard  ("3G")
create a safety and security  barrier for homes and  commercial,  industrial and
government  installations.  The Company  intends to sell  master and  dealership
licenses to market laminates,  and sell the products to distributors for resale.
The licensing  agreements the Company is offering provide for term payment plans
and include purchase quotas for  distributors.  Breach of the quotas will result
in forfeiture of the licenses with no recourse for recovery of the term payments
which have been made.

Neither  OmniNet nor any of its  predecessors  has been party to any bankruptcy,
receivership or other similar proceedings.

Business of OmniNet Media.Com, Inc.

OmniNet is in the  business of  providing  an  innovative,  public,  interactive
multi-media  retail-based  product and information delivery network installed in
kiosks located in major  shopping  malls,  retail  outlets,  public  facilities,
transportation hubs and pay phone  installations.  The "kiosks" deliver internet
and other  multi-media  services  through a proprietary  MultiMedia  Interactive
Network Terminal tm ("MINTtm") system which is a wireless (cellular) information
and interactive  receiving device that gives individual users access to coupons,
on-board  information  on local  retail  businesses,  and  provides  product and
shopping   incentives  via  interactive   touch  video  display   screens.   The
installations  will also  provide  access to local and long  distance  telephone
services.  Income from the MINTtm is generated by selling  advertising  which is
displayed  electronically  to the captive  audience of both, users of MINTtm and
foot traffic of the MINTtm.  The MINTtm  terminals can be modified with numerous
application to provide specific location  information dictated by the proprietor
of each  location.  The MINTtm us valuable  for  placement  in any  high-traffic
consumer oriented  locations and will provide users with access to the Internet,
E-mail,  high-speed information sending and receiving,  coupons and other retail
selling incentives,  and information (provided by the touch screen) which can be
tailored to each specific location or class of locations.

<PAGE>

The  characteristics  of the MINTtm  technology  is a small  physical  structure
including a computer and a display screen that displays  information  for people
passing in the public  arena.  Kiosks are common near the  entrances of shopping
malls in North America where they provide  shoppers with  directories  and store
discounts. Kiosks are also used at trade shows and professional conferences. The
word is of  Turkish  and  earlier  Persian  origin,  where it  meant an  outdoor
pavilion or a portico.  Public access kiosks come in all shapes and sizes.  They
include ATM machines,  lottery terminals,  coupon dispensing  machines,  airport
flight information  screens and many more applications.  Technology has now made
the public access kiosk and  interactive  device that can handle almost any kind
of  functionality  one can  think  of,  including  all  forms  of  point-of-sale
transactions  with the right  connectivity.  One can place  the  entire  store's
product line on the kiosk and put in a mall in a 2 ½ square foot area.

The kiosk  industry is in its infancy.  Technology is invading this industry and
it is now scheduled to explode.  Frost & Sullivan in Mountain  View,  California
now estimated a 41% growth in public access kiosks through 2004. Sales will rise
from $1.8  Billion in 1999 to $5.3 Billion by 2002.  They  estimate at least Two
Hundred and Twelve Thousand  (212,000) new kiosks will be placed in public areas
by the year 2002 in this country alone.  Five million  (5,000,000) will be place
worldwide  by the year 2007.  Because of this fact,  the Company has chosen this
industry to apply its marketing skill and Entertainment/Information application.
The key factor for success in this  industry  is to identify  unique user groups
and provide the specific content they want.

The Company is in the technology  business with a sophisticated  marketing plan.
The Company is applying its  knowledge  and  experience  to an industry  that is
ready to explode.  That  segment of the  technology  industry  is public  access
kiosks. The Company,  along with its strategic partners market a wide variety of
kiosk  targeted to all  demographic  profiles.  The Company  placed them in high
traffic, targeted locations,  which assure high visibility and usage. High usage
assures high revenue streams and profits.

The  Company  has plans to  develop  additional  products  and  services  and is
devoting significant resources to research and development.

<PAGE>

Global Glass Guard ("3G")

Global Glass Guard ("3G") is a division of OmniNet Media.Com, Inc. whose primary
responsibility is to provide training and installation support for 3G.

These types of safety film products were originally designed to protect property
and people  against  terrorist  attacks in Europe and the Middle  East.  3G film
laminates  work as an integral  element for safety and security  requirements  -
from thefts, accidents,  explosions,  hurricanes,  tornadoes, or earthquakes. 3G
film laminates hold broken glass  together like an invisible  curtain.  3G films
creates a safety and  security  barrier for homes,  commercial,  industrial,  or
government  buildings,  by  discouraging  break-ins,  vehicle  intruders  and/or
penetration  of  dangerous  objects.  3G  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 3G products,  but safety and security
although 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 have been greatly reduced.  As a result, it limits the cost of damage,
and repair and/or theft related problems. 3G 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.  3G's safety and security laminate
films are excellent  retrofit  related  products that virtually  eliminate these
potential problems.  3G's safety and security film product line can be purchased
and  professionally  installed at a fraction of the cost when  compared to other
alternatives  available today. 3G 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  all  other
uncontrollable weather related conditions.

3G's  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
cause a licensee to forfeit  their  license  with no  recourse  to recover  term
payments made.

Competition.

Competition to OmniNet laminate  business  conducted  through Global Glass Guard
("3G")comes from  manufacturers and distributors of alarm systems,  marketers of
competing  window  protection  products like metal bars, and other safety window
tints and films such as 3M,  Llumar,  Madico and Film  Technologies,  Inc. While
many of these  competitors  are more  well-known,  better  capitalized  and more
experienced  than 3G, the Company believes the 3G product line to be distributed
is superior in many  respects to most classes of products or mode of  protection
offered by many competitors.

<PAGE>

Competition in the specific business proposed to be conducted in connection with
the provision of out-of-home,  out-of-office internet and electronic services is
anticipated to come from existing  providers of similar services such as Advants
Public Internet Access, Inc., Netshif, Netkey (formerly Lexitech), CAIS Software
Solutions   which  markets  the  "IPORT"  Public  Terminal  System  and  Central
Management  Service (CMS) as well as turnkey kiosk  solutions,  "eKiosk"  (whose
product  eKiosk.com  is  dedicated  to  providing  public  internet  access  and
web-based services for people away from home), and Coynet,  which is the leading
edge provider of public access  internet  solutions and is  acknowledged  as the
market leader with the largest  existing  network of public  internet  kiosks in
Europe.  Many of these  competitors  are better  funded,  more  experienced  and
supported by better technical experts than OmniNet.

The Company is not dependent on any major  customers and do not anticipate  such
dependency  in the  future.  The  hardware  and  software  used in the MINTtm is
proprietarily  configured.  Governmental approval is not required to conduct any
activity  which  the  Company  presently  anticipates,  and the  Company  see no
likelihood that governmental regulations will have any effect on its business in
the  foreseeable  future.  The Company  does not expect to be  subjected  to any
significant  financial  costs in order to comply  with  state,  federal or local
environmental regulations, or any other statutory requirements.

During the last  fiscal  year the  Company  has spent in excess of  $500,000  in
research  and  development,  primarily  devoted  to  its  MINTtm  device  and 3G
products.  At the  present  time the  Company  has three  full time and  fifteen
part-time employees.

Item 2.  Description of Property.

OmniNet  does not own, or have any interest  aside from a leasehold  interest in
any  property.  The Company  operates  out of office  space  located at 7825 Fay
Avenue,  Suite 200, La Jolla,  CA 92037 which carries a monthly lease payment of
approximately $1,000. The space is adequate for its current operations.

Item 3.  Legal Proceedings.

There are no legal  proceedings  pending  against  OmniNet  and the  Company has
received no threat or other such notice that any such proceeding is likely to be
filed in the foreseeable  future.  To its knowledge no  administrative  or other
similar  action is  threatened  or  warranted  by any  state,  local or  federal
administrative agency.

U.S./Ace,  now known as Global Glass Guard  ("3G"),  is involved in  litigation.
U.S./Ace,  including certain employees,  officers, and directors, is a defendant
in a lawsuit filed by the original licensor (in Hull, Quebec, Canada) of certain
territories   which   U.S./Ace   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  U.S./ACE has advised  that,  at this stage in the  proceeding,  the counsel
cannot offer an opinion as to the probable  outcome.  U.S./Ace believes the suit
is without  merit and is  vigorously  defending  its  position.  The  plaintiffs
attorney has been sanctioned by the Court for no appearance at court hearings.

<PAGE>

Item 4.  Submission of Matters to a Vote of Security Holders.

The Company has not conducted any annual or special  meeting of  stockholders at
which any matters have been  submitted for a vote of the  stockholders  at large
during this transition  period,  and no matter have been approved by the written
consent of a majority of the company's  outstanding  shares  pursuant to Section
78.320(2) of the Nevada Revised Statutes.

     PART II

Item 5.  Market for Common Equity and Related Stockholders Matters.

Common  shares of OmniNet  Media.Com,  Inc.  are traded on the  over-the-counter
market through the medium of the NASD Interdealer  Quotation System with bid and
ask quotations for its shares  reported in the NQB "Pink Sheets."  Brokers began
submitting bid and ask quotations for its common shares on or about March, 2000.
The range of high and low bid information for its common equity for each quarter
for the last two years as reported by the OTCBB Pink Sheets are as follows:

  Date       Open      High      Low      Close        Volume
6/30/99     6.000     6.250     5.625     5.675       992,700
9/30/99     5.718     6.250     0.250     0.312       532,700
12/31/99    0.375     0.375     0.062     0.125       710,100
3/31/00     0.125     2.750     0.062     2.500       637,400
6/30/00     2.500     2.750     0.531     0.875       390,000
9/11/00     0.875     4.250     0.625     4.187     1,297,000

The  readers are  cautioned  that these  prices  reflect  inter-dealer  process,
without retail  mark-up,  mark-down or commission  and may not represent  actual
transactions.

Item 6.  Management's Discussion and Analysis or Plan of Operation.

OmniNet Media.Com, Inc. conducted no active business operations in 1998 or 1999.
It commenced  active  operations in January of 2000 which have  continued to the
date of this transition report.

<PAGE>

In note 1 to its financial  statements as of August 31, 2000 its auditors  state
that the  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.  However,  as noted there,  the Company has sustained
recurring  losses since inception and has negative working capital for the eight
months ended August 31, 2000 and the years ended December 31, 1999 and 1998. The
Company  experienced  operating  losses  of  $1,560,604,  $41,971  and  $14,350,
respectively,  during those periods.  Its ability to continue as a going concern
is contingent upon its ability to secure additional  equity financing,  initiate
sales of its products and thereby attain profitable  operations.  The Company is
pursuing financing by the issuance of common stock shares.  Although the Company
plans to pursue additional  financing on terms beneficial to the Company and its
stockholders.  Without  such funds the Company will be unable to comply with its
payment obligations to vendors.

The Company  anticipates that the Company will require  $5,000,000 in additional
debt or equity financing in order to continue as a going concern during the next
twelve  months  of  operation.  The  Company  plans to  attempt  to  enter  into
arrangements  to raise these funds  through the private or public sale of common
shares, and by initiating profitable operations.  No assurance can be given that
either of these plans will be realized and thus,  no assurance can be given that
the  Company  will be able to  continue  as a going  concern in the  foreseeable
future.

Its plan of operation is to aggressively  market digital  information  kiosks in
malls,  individual  large  retail  stores  like  Target  and  Wal-Mart,   public
transportation stations and airports, and individual pay telephone locations.

The  Company  believes  its  Cellular  Digital  Packet  Data  network  links are
attractive  to  retailers  because  they  link  all  retailers,   manufacturers,
distributors,   marketers,   advertisers  and  shoppers   together,   and  offer
interactive TV, MultiMedia,  computer  technology and communications  technology
together by use of a  user-friendly  electronic  presentation  via  keyboard and
touch screens. Specific retailer and advertiser information and coupon and other
sales  incentives  are  available to shoppers at a touch in a format that can be
updated  daily via  wireless  communications  between  OmniNet and any number of
MINTtm  installations.  Though its plan is yet  unproven,  the Company  believes
these  installations  will  be  attractive  to  vendors  because  in the  age of
self-service and transactional  marketing the Company can, through four vertical
market "Shopper  Intranets," supply the means by which  participating  industry,
manufacturers,  advertisers, retailers and industry service providers can create
"one-on-one"  relationships  with their  customers  through  new  "sell-through"
retail technologies.

The Company has established  seven combined goals for successful  implementation
of its store-based MINTtm program. These goals require each installed system (1)
create  store  traffic  by  offering  unique  products  and  services,  (2) be a
stand-alone profit center for the retailer, (3) address specific vertical market
needs of the shopper, (4) offer manufacturer coupons in all categories which can
be produced by the machine on demand,  (5) offer on-board  tangible products and
services,  (6) capture  specific data from users for demographic  statistics and
profiles, and (7) provide an incentive for shopper use.

Though  untested,  the Company  believed it will succeed in  distributing  these
devices and that once in place, they will be profitable both for the operator of
the location in which they are installed, and for the Company.

As to 3G, the Company intends to build up distribution  through establishing new
regional   dealers  and  providing  sales  training  to  existing   dealers  and
distributors.

Item 7.  Financial Statements.

The following  financial  statements are included in this part:  Audited balance
sheets of OmniNet Media.Com,  Inc. and subsidiary  (formerly Clinical Aesthetics
Centre,  Inc.  and Tricom  Technology  Group,  Inc.  as of August  31,  2000 and
December  31, 1999 and 1998,  and the  related  statements  of income,  retained
earnings and cash flows for the eight months ended August 31, 2000 and the years
ended December 31, 1999 and 1998.


<PAGE>

                    OMNINET MEDIA.COM, INC. AND SUBSIDIARIES
                       CONSOLIDATED FINANCIAL STATEMENTS
                     INCLUDING INDEPENDENT AUDITORS' REPORT
               FOR THE EIGHT MONTHS ENDED AUGUST 31, 2000 AND THE
                     YEARS ENDED DECEMBER 31, 1999 AND 1998

<PAGE>


                               TABLE OF CONTENTS

                                                                   PAGE

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

FINANCIAL STATEMENTS

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

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

  CONSOLIDATED STATEMENTS OF STOCKHOLDERS'
    DEFICIT................................................          4

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

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS.................        6 - 18

<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. and Subsidiaries
La Jolla, CA

We  have  audited  the  accompanying  consolidated  balance  sheets  of  OmniNet
Media.Com, Inc. and Subsidiaries as of August 31, 2000 and December 31, 1999 and
1998,  and the related  consolidated  statements  of  operations,  stockholders'
deficit and cash flows for the eight  months ended August 31, 2000 and the years
ended December 31, 1999 and 1998. These  consolidated  financial  statements are
the responsibility of the Company's management. Our responsibility is to express
an opinion on these consolidated financial statements based on our audit.

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  consolidated  financial  statements  are free of
material  misstatement.  An audit includes,  examining on a test basis, evidence
supporting the amounts and disclosures in the consolidated financial statements.
An audit also includes assessing the accounting  principles used and significant
estimates  made by management,  as well as evaluating  the overall  consolidated
financial statement presentation.

We believe our audit provides a reasonable basis for our opinion.

In our opinion, the consolidated  financial statements referred to above present
fairly, in all material  respects,  the financial position of OmniNet Media.Com,
Inc. and  Subsidiaries as of August 31, 2000 and December 31, 1999 and 1998, and
the results of  operations  and its cash flows for the eight months ended August
31,  2000 and the years ended  December  31,  1999 and 1998 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 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
consolidated  financial  statements  do not include any  adjustments  that might
result from the outcome of these uncertainties.

/s/ DiRocco and Dombrow, P.A.
-----------------------------
DiRocco and  Dombrow, P.A.
September 26, 2000

<PAGE>

                    OMNINET MEDIA.COM, INC. AND SUBSIDIARIES
                          CONSOLIDATED BALANCE SHEETS

ASSETS

                                          August 31,          December 31,
                                             2000           1999        1998
                                          ----------     ---------   ---------
Current Assets
  Cash                                       $ 1,420     $      29   $    0.00
  Prepaid expenses                             6,779          0.00        0.00
     Total Current Assets                      8,199            29        0.00

Property and Equipment, net                  158,507          0.00        0.00

Other Assets
  License agreement, net                     703,916          0.00        0.00
  Security deposits                            2,796          0.00        0.00

     Total Assets                         $  873,418     $      29   $    0.00

LIABILITIES AND STOCKHOLDERS' DEFICIT

Current Liabilities
  Accrued expenses                        $  400,920     $  16,000   $   8,000
  Current portion of note payable            642,000          0.00        0.00
  Notes payable to related partied           623,956          0.00        0.00
     Total Current Liabilities             1,666,876        16,000       8,000

Noncontrolling interest in
net assets                                  (277,405)         0.00        0.00

Stockholders' Deficit
  Preferred stock, $0.0001
    par value; 10,000 shares
    authorized, no shares
    issued and outstanding                      0.00          0.00        0.00
  Common stock, $0.0001 par value;
    690,000,000 shares authorized;
    42,278,173, 11,260,748 and
    11,260,748 shares issued and
    outstanding, respectively                  4,228         1,126       1,126
  Additional paid in capital               1,759,262       701,842     667,842
  Accumulated deficit                     (2,279,543)     (718,939)   (676,968)
     Total Stockholders' Deficit           ( 516,053)     ( 15,971)   (  8,000)

     Total Liabilities and Stockholders'
       Deficit                            $  873,418     $      29   $    0.00

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

                                       -2-

<PAGE>

                    OMNINET MEDIA.COM, INC. AND SUBSIDIARIES
                     CONSOLIDATED STATEMENTS OF OPERATIONS

                                                  Eight months ended
                                      -----------------------------------------
                                      August 31,              December 31,
                                         2000              1999         1998
                                      ----------        ----------   ----------
Revenues, net                         $   75,983        $     0.00   $     0.00

Cost of products sold                 (   47,037)             0.00         0.00
                                          28,946              0.00         0.00

Expenses
  Consulting                             137,418            22,500         0.00
  Advertising                            940,990              0.00         0.00
  Travel and entertainment                57,350              0.00         0.00
  Research and development                17,410            10,425         0.00
  Transfer agent fee                       5,652              0.00         0.00
  Rent                                    24,851              0.00         0.00
  Professional fee                       151,250             8,000        8,000
  Other                                  346,149             1,496         0.00
     Total Expenses                    1,681,070            42,421        8,000
     Operating Loss                   (1,652,124)       (   42,421)    (  8,000)

Non-controlling interest                  91,520              0.00         0.00

Other Income (Expenses)
  Interest income                           0.00               450         0.00
  Loss on disposal of asset                 0.00              0.00     (  6,350)
     Total Other Income (Expenses)          0.00               450     (  6,350)
     Net Loss                         (1,560,604)       (   41,971)    ( 14,350)

Net Loss Per Common Share            $(     0.04)       $     0.00   $     0.00

Weighted Average Number of Common
  Shares Outstanding                  36,292,734        11,260,748    6,782,331



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

                                      -3-

<PAGE>

                    OMNINET MEDIA.COM, INC. AND SUBSIDIARIES
                      CONSOLIDATED STATEMENT OF CASH FLOWS

                                                  Eight months ended
                                          ---------------------------------
                                           August 31,        December 31,
                                              2000        1999      1998
                                          -----------    --------  --------
Cash Flows From Operating Activities
  Net loss                                $(1,560,604)   $(41,971) $(14,350)
  Adjustment to reconcile net loss to
    net cash used in operating activities
      Depreciation and amortization           122,921        0.00      0.00
      Minority interest in net loss of
        consolidated subsidiaries          (   91,520)       0.00      0.00
      Loss on disposal of assets                 0.00        0.00     6,350
      Increase in prepaid expenses         (    6,779)       0.00      0.00
      Increase in security deposit         (    2,796)       0.00      0.00
      Increase in accrued expenses            384,920       8,000     8,000
          Net Cash Used in Operating
            Activities                     (1,153,858)   (33,971)     0.00

Cash Flows From Investing Activities
  Purchase of property and equipment       (    8,599)      0.00      0.00
  Acquisition of U.S./ACE                  (   60,000)      0.00      0.00
  Acquisition of MAS                       (   50,000)      0.00      0.00
          Net Cash Used by Investing
            Activities                     (  118,599)      0.00      0.00

Cash Flows From Financing Activities
  Proceeds from issuance of stock                         81,039
  Proceeds from notes payable                 623,956       0.00     1,100
  Payment of license agreement             (  125,000)      0.00  (  1,100)
  Additional investment by stockholders       691,071     34,000      0.00
          Net Cash Provided by Financing
            Activities                      1,271,066     34,000      0.00

          Net Increase in Cash                  1,391         29      0.00

Cash at beginning of year                          29       0.00      0.00
Cash at end of year                        $    1,420   $     29   $  0.00


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

<PAGE>

                    OMNINET MEDIA.COM, INC. AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
               FOR THE EIGHT MONTHS ENDED AUGUST 31, 2000 AND THE
                     YEARS ENDED DECEMBER 31, 1999 AND 1998

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),  a State  of  Delaware
incorporated  Company,  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  August 31, 2000 are included in
the  consolidated  statement of operations for the eight months ended August 31,
2000.

On July 27, 2000, OmniNet issued 25,000 of its authorized shares of common stock
and paid $50,000 in cash to acquire MAS Acquisition XXV Corporation  (MAS).  MAS
is a development stage corporation incorporated in the State of Indiana.

Consolidation Policy

The accompanying  consolidated  financial statements include the accounts of the
OmniNet, US/ACE and MAS Acquisition XXV Corporation.  Intercompany  transactions
and balances have been eliminated in consolidation.

                                      -6-

<PAGE>

                    OMNINET MEDIA.COM, INC. AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
               FOR THE EIGHT MONTHS ENDED AUGUST 31, 2000 AND THE
                     YEARS ENDED DECEMBER 31, 1999 AND 1998

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 for the eight months ended August
31, 2000 and the years ended December 31, 1999 and 1998. The Company experienced
net losses of $1,560,604, $41,971 and $14,350, respectively. 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 January 1, 2000 through
August 31, 2000 was $59,817.

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

                                      -7-

<PAGE>

                          OMNINET MEDIA.COM, INC. AND
             SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                 FOR THE EIGHT MONTHS ENDED AUGUST 31, 2000 AND
                   THE YEARS ENDED DECEMBER 31, 1999 AND 1998

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

Intangible Assets, Continued

changing  facts and  circumstances  resulting  in  increases or decreases in the
asset's estimated useful life and records the change currently.

Amortization expense of $63,084 was charged to operations during the period from
January 1, 2000 through August 31, 2000.

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 eight months ended August 31, 2000 and
the years ended December 31, 1999 and 1998.

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. AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
               FOR THE EIGHT MONTHS ENDED AUGUST 31, 2000 AND THE
                     YEARS ENDED DECEMBER 31, 1999 AND 1998

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 eight  months  ended August 31, 2000 and the years ended
December 31, 1999 and 1998.

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 adopt early 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. AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
               FOR THE EIGHT MONTHS ENDED AUGUST 31, 2000 AND THE
                     YEARS ENDED DECEMBER 31, 1999 AND 1998

NOTE 2 - PROPERTY AND EQUIPMENT
Property and equipment consists of the following at August 31, 2000:

     Machinery and equipment          $130,569
     Office equipment                   54,874
     Leasehold improvements              8,760
     Vehicle                            24,121
                                       -------
                                       218,324

     Less accumulated depreciation      59,817
                                       -------
     Property and equipment           $158,507
                                       =======
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.

                                      -10-

<PAGE>

                    OMNINET MEDIA.COM, INC. AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
               FOR THE EIGHT MONTHS ENDED AUGUST 31, 2000 AND THE
                     YEARS ENDED DECEMBER 31, 1999 AND 1998

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 value of $1,608,676 to net
realizable value of $767,000.

NOTE 4 - ACCRUED LIABILITIES

Accrued liabilities consist of the following at:

                                  August 31,              December 31,
                                     2000            1999          1998
                                  ----------        --------      --------
  Professional fees               $  238,091        $ 16,000      $  8,000
  Office expenses                    127,706            -              -
  Leases                              35,123            -              -
                                    --------         -------      --------
                                  $  400,920        $ 16,000      $  8,000
                                    ========         =======      ========

NOTE 5 - NOTES PAYABLE

At August 31, 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 6 - NOTES PAYABLE TO RELATED PARTIES

Advances  from  officers  totaling  $623,956  at August  31,  2000 are  interest
bearing,  unsecured,  and due on demand.  Interest is accrued at the rate of 10%
per annum.  At August 31, 2000, the Company  accrued  interest of  approximately
$42,000.

Consulting fees to related parties  amounted to  approximately  $132,000 for the
eight months ended August 31, 2000.

                                      -11-

<PAGE>

                    OMNINET MEDIA.COM, INC. AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
               FOR THE EIGHT MONTHS ENDED AUGUST 31, 2000 AND THE
                     YEARS ENDED DECEMBER 31, 1999 AND 1998

NOTE 7 - 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:

                                           August 31,        December 31,
                                             2000         1999        1998

Income tax benefits at statutory rate      $(499,393)   $ (13,588)  $ ( 4,646)
Change in valuation allowance related
    to deferred tax benefit carryforwards    499,393       13,588       4,646
Income tax benefit                         $       -    $       -   $       -
                                           =========    =========   =========

Due to net operating  losses and the uncertainty of realization,  no tax benefit
has been  recognized  for operating  losses.  At August 31, 2000,  net operating
losses of approximately $2,280,000 are available for carryforward against future
years taxable income and begin expiring in 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 8 - FAIR VALUE OF FINANCIAL INSTRUMENTS

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

                               August 31,     December 31,
                                 2000        1999       1998

                   Carrying    Fair    Carrying    Fair    Carrying    Fair
                    Amount     Value    Amount     Value    Amount     Value
                   --------  --------  --------  --------  --------  --------
Assets
  Cash             $  1,420  $  1,420  $    29   $     29  $      -  $      -
  Prepaid Assets   $  6,779  $  6,779  $     -   $      -  $      -  $      -

Liabilities
  Accrued
   expenses        $400,920  $400,920  $  16,000 $ 16,000  $  8,000  $  8,000

  Current portion
   of note
   payable         $642,000  $642,000  $       - $      -  $      -  $      -
  Notes payable to
   related
   parties         $623,956  $623,956  $       - $      -  $      -  $      -




                                      -12-

<PAGE>

                    OMNINET MEDIA.COM, INC. AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
               FOR THE EIGHT MONTHS ENDED AUGUST 31, 2000 AND THE
                     YEARS ENDED DECEMBER 31, 1999 AND 1998

NOTE 9 - STOCKHOLDERS' EQUITY

Common Stock Issuances

Common stock was issued for the eight months ended August 31, 2000 and the years
ended December 31, 1999 and 1998 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,  Tricom  shareholders  contributed
$34,000. 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.

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. i) On June 8, 2000, OmniNet issued 18,099 shares of common
stock to one investor.

j) 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. k) On June 28,
2000,  OmniNet  issued 55 fractional  shares to investors.  l) On July 27, 2000,
OmniNet issued 25,000 shares of common stock to acquire MAS Acquisition XXV Corp
(MAS).  In  addition,  OmniNet  issued  100,000  shares  of  common  stock  to a
subscriber  for  $50,000  cash.  This  amount  of cash  was  also  paid  for the
Acquisition of MAS.

                                      -13-

<PAGE>

                    OMNINET MEDIA.COM, INC. AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
               FOR THE EIGHT MONTHS ENDED AUGUST 31, 2000 AND THE
                     YEARS ENDED DECEMBER 31, 1999 AND 1998

NOTE 9 - STOCKHOLDERS' EQUITY, Continued

Common Stock Issuances, Continued
---------------------------------

(m)In August 2000,  OmniNet  issued  367,018 shares of common stock to investors
   for loans and payment of expenses.

In 1999, the Company issued 11,745,480 shares of its restricted common stock for
cash and the purchase of a subsidiary.

The Company issued 510,172  shares of  unregistered  common stock for a total of
$1,215,233.  The shares were issued under stock  subscriptions  agreements dated
June 8, 2000, June 30, 2000, July 27, 2000 and August 31, 2000.

The Company authorized shares of unregistered common stock is, as follows:

     18,099 shares issued at $0.0001 per share on June 8, 2000.
     55 shares issued at $0.0001 on June 30, 2000.
     100,000 shares issued at $0.50 per share on July 27, 2000.
     25,000 shares issued at $0.0001 per share on July 27, 2000.
     367,018 shares issued at $3.17 per share on August 31, 2000.

NOTE 10  -  LEASES

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 eight
months ended August 31, 2000 was $4,514.

NOTE 11 - 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 eight months ended August
31,  2000  was  $12,304.  At  August  31,  2000,  the  minimum  aggregate  lease
commitments is $2,051.

The Company has also entered into a non-cancelable operating lease agreement for
the  facilities of one of its  Subsidiaries  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.

                                      -14-

<PAGE>

                    OMNINET MEDIA.COM, INC. AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
               FOR THE EIGHT MONTHS ENDED AUGUST 31, 2000 AND THE
                     YEARS ENDED DECEMBER 31, 1999 AND 1998

NOTE 11 - COMMITMENTS AND CONTINGENCIES, Continued
Operating Lease, Continued

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 eight  months  ended August 31,
2000 was $20,334.

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

2001             $66,494
2002             $69,142
2003             $29,371

NOTE 12 - 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 $6.3 million 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.  No
provision has been made in the financial statements related to this lawsuit.

In September  2000,  the  manufacturer  of  laminates  and issuer of the license
agreements to U.S./ACE Security Laminates, Inc. cancelled the license agreements
issued to U.S./ACE Security Laminates,  Inc. for non-payment of license fees. In
addition,  the landlord for U.S./ACE  Security  Laminates,  Inc.  filed suit for
default on the rent  payments to recover  three  months of rent in  arrears.  At
August 31, 2000, license agreements with the manufacturer represented 80% of the
Company's total assets.  The Company is currently  engaged in negotiations  with
the  manufacturer  and the landlord and does not believe the outcome will have a
material adverse effect to the consolidated financial statements.

                                      -15-

<PAGE>

                    OMNINET MEDIA.COM, INC. AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
               FOR THE EIGHT MONTHS ENDED AUGUST 31, 2000 AND THE
                     YEARS ENDED DECEMBER 31, 1999 AND 1998

NOTE 13 - UNAUDITED STATEMENT OF INCOME AND CASH FLOWS FOR THE COMPARABLE
          TRANSITION PERIOD OF THE PRECEDING YEAR

                                          Eight months ended August, 31
                                               2000           1999
                                           -----------    -----------
Income Statement Data
  Net sales                                $    75,983    $   409,897
  Gross profit                                  28,946        278,940
  Operating loss                            (1,560,604)      (159,396)
  Interest expense, net                           --             --
                                           -----------    -----------
  Loss before income taxes                  (1,560,604)      (159,396)
  Income taxes                                    --             --
                                           -----------    -----------
  Net loss                                 $(1,560,604)   $  (159,396)
                                           ===========    ===========
Per Share Data
  Net loss                                 $     (0.04)   $     (0.00)
                                           ===========    ===========

NOTE 14 - CASH FLOWS SUPPLEMENTAL INFORMATION

Supplemental Cash Flow Information:

  Cash paid during the year for interest   $         -    $      --
                                           ===========    ===========


Non-Cash Investing and Financing Activity

Purchase of license  agreement  was financed  through a note payable of $767,000
during the year.

NOTE 15 - STOCK OPTIONS

On August 31,  2000,  the Company  issued  options to purchase an  aggregate  of
250,000 shares of its common stock as $4.00 per share to a vendor of advertising
services.  These options were fully vested as of the date of their issuance with
an exercise period of three years.

                                      -16-

<PAGE>

                    OMNINET MEDIA.COM, INC. AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
               FOR THE EIGHT MONTHS ENDED AUGUST 31, 2000 AND THE
                     YEARS ENDED DECEMBER 31, 1999 AND 1998

NOTE 15 - STOCK OPTIONS, Continued

Activity  related to the Company's  stock options  during the eight months ended
August 31, 2000 was as follows:

                                     Outstanding Options
                                     -------------------

                                                     Weighted
                                  Number              Average
                                    Of               Exercise
                                  Shares              Price
                                 --------            --------
  September 1, 1999                     -            $      -
  Grants, August 31, 2000         250,000            $   4.00
  Exercises                      (228,000)           $   4.00
  Cancellations                         -            $      -
                                 --------
  Options exercisable at:
    August 31, 2000                22,000            $   4.00
                                 ========

SFAS No. 123,  "Accounting for Stock-Based  Compensation"  (SFAS 123) was issued
during 1995 and is effective for fiscal years ending after December 15, 1996.

This pronouncement  established financial accounting and reporting standards for
stock-based  employee  compensation plans. It encourages,  but does not require,
companies to recognize  compensation  expense for grants of stock, stock options
and other equity  instruments  to employees  based on new fair value  accounting
rules.  Companies that choose not to adopt the new fair value  accounting  rules
are  required to disclose net income and earnings per share under the new method
on a pro  forma  basis.  The  Company  accounts  for its  options  and  warrants
according  to APB No. 25 and  follows  the  disclosure  provisions  of SFAS 123.
Accordingly,  if options or  warrants  are  granted to  employees  or others for
services and other  consideration with an exercise price below fair market value
on the date of the grant, the difference between the exercise price and the fair
market  value is charges to  operations.  The fair value of the options  granted
during the eight  months  ended  August  31,  2000 and the  fiscal  years  ended
December 31, 1999 and 1998,  reported below,  has been estimated at the dates of
grant  using  the   Black-Schole   option   pricing  model  with  the  following
assumptions:

  Expected life (in years)                                            3
  Risk-free interest rate                                           6.0%
  Volatility                                                       11.0%
  Dividend yield                                                    0.0%


                                      -17-

<PAGE>

                    OMNINET MEDIA.COM, INC. AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
               FOR THE EIGHT MONTHS ENDED AUGUST 31, 2000 AND THE
                     YEARS ENDED DECEMBER 31, 1999 AND 1998

NOTE 15 - STOCK OPTIONS, Continued

The  Black-Scholes  option  valuation method was developed for use in estimating
the fair value traded  options that have no vesting  restrictions  and are fully
transferable.  In addition,  option valuation models require the input of highly
subjective assumptions, including the expected stock price volatility.

Because the Company's options have characteristics  significantly different from
those of traded options, and because changes in the subjective input assumptions
can materially affect the fair value estimate, in the opinion of management, the
existing models do not materially affect the fair value estimate, in the opinion
of management,  the existing models do not necessarily provide a reliable single
measure of the fair value of its options.

For the  purpose  of pro form  disclosures,  the  estimated  fair  values of the
options amortized to expense over the options vesting period.  The Company's pro
forma information is as follows:

                               2000               1999            1998
                               ----               ----            ----

Pro forma net loss         $(1,560,604)        $(  41,971)    $(   14,350)

Pro forma  loss per share  $(     0.04)        $(    0.00)    $(     0.00)

The  effects on pro forma  disclosures  of applying  SFAS 123 are not  necessary
indicative of the effects on pro forma disclosures of future years.





                                      -18-

<PAGE>

ITEM 8.  CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
FINANCIAL DISCLOSURES.

Financial Statements for MAS Acquisition XXV Corp. were provided by Stark Tinter
and Associates. As a result of the business reorganization on August 17, 2000 by
which OmniNet  Media.Com,  Inc. acquired  5,000,000 shares of MAS and became the
successor  to MAS which  subsequently  changed its name to  OmninNet  Media.Com,
Inc., and because the only active business  operations of the registrant are now
the operations of OmniNet,  the Company has engaged  DiRocco and Dombrow,  P.A.,
3601 W.  Commercial  Blvd.,  Suite #39,  Ft.  Lauderdale,  Florida  33309 as the
registrant's auditors.

Stark Tinter did not resign or decline to stand for re-election or was dismissed
for cause.  The change was  effected  entirely  because  DiRocco and Dombrow had
prior  experience  with  OmniNet  and was far more  familiar  with its  business
operations.

Stark  Tinters  reports for neither of the past two years  contained  an adverse
opinion or  disclaimer  of opinion,  or was  modified as to  uncertainty,  audit
scope, or accounting  principles.  The decision to change account was adopted by
the Board of  Directors  exclusively  for the  reason  indicated.  There were no
disagreements with the former accountant, whether or not resolved, on any matter
of accounting  principles  or  practices,  financial  statement  disclosure,  or
auditing scope or procedure,  which, if not resolved to the former  accountant's
satisfaction,  would have caused it to make  reference to the subject  matter of
the disagreements in connection with its report.

PART III

ITEM 9.  DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS;
COMPLIANCE WITH SECTION 16(A) OF THE EXCHANGE ACT.

The following persons are the Directors and Executive Officers of OmniNet.

Name               Age     Positions Held

Michael A. Knox    39      Director, President, Chief Executive Officer

James Graves       31      Director, Secretary/Treasurer, Chief
                           Financial Officer and Vice President

Under Article III, Section 3.2 of the Bylaws, Directors hold their offices until
their  successors have been elected and qualified  unless removed by a vote of a
two-thirds  majority of outstanding shares either at a stockholders'  meeting or
by written consent.

The business experience of the directors is as follows:

Michael  A. Knox has  fifteen  years of  experience  in the  software  industry.
Recently he acted as the CEO of Casino Entertainment Company, Inc. of San Diego,
California.  Prior to his employment with Casino he served one year  (1996-1997)
as V.P.  of  software  development  for  BAOA,  Inc.,  and for six  years  prior
(1989-1995) to that was CEO of Park Place Productions,  Inc., both of San Diego,
California. Prior (1988-1989) to that he was Executive Programmer for Cinemaware
Corp., Thousand Oaks, California for two years (1987-1988) before which he spent
two years as Software  Engineer  for Pacific  Dataworks,  Inc.,  Aguoura  Hills,
California. For the three years prior to that he was a Programmer for West Coast
Consultants, San Diego, California. His software experience began when he served
as a Data Systems Technician for the U.S. Navy in San Diego, California.


<PAGE>

Mr.  Knox's  experience  has included the  development  of numerous  technically
advanced and  commercially  successful  software  offerings.  He programmed  and
designed one of the industry's first interactive movies,  "Sinbad and the Throne
of the Falcon."  After he founded Park Place  Production  with $3,000 cash and a
credit card, this company became  recognized as one of North  America's  largest
independent  software  designed and development  houses.  It led the industry by
developing sports titles, entertainment, educational and simulation products for
many of the leading  software  publishing  houses such as Nintendo,  Sea, Virgin
Electronic Arts, Acclaim, Compton's New Media and others.

Through  his  Company he was  responsible  for  developing  many noted  software
titles,  including  "Monday Night Football,  the original "John Madden Football"
the most  successful  sports game of all time,  and NFL Hockey  which is used in
Nintendo and Sega video game machines. In 1993 Mr. Knox received INC. Magazine's
Entrepreneur of the Year award in the software industry category.

Mr. Knox has worked with colleges and universities to develop software  industry
curricula.  Through his  efforts,  San Diego State  University  has a program to
bring industry  executives into the curriculum to teach and modify courseware to
fit the entertainment and educational software development  industry. He is also
involved as a  co-founder  in "MERGE"  (Multimedia  Education &  Retraining  for
Gainful Employment),  an organization  dedicated to retraining displaced defense
workers and the socially disadvantaged.

He is knowledgeable in nearly all operating platforms and has superior knowledge
of many of today's most valuable software tools.

Mr. Graves attended San Diego State University from 1993-1997 studying Corporate
finance and  Business  Administration.  Soon  after,  Mr.  Graves  became a self
employed consultant within the media communication  industry. He elected to work
exclusively  with J. Thomas  Markham,  Inc.  because of the unique  distribution
channel J. Thomas Markham, Inc created using the transportation  Industry. At J.
Thomas  Markham,  Mr. Graves  developed cost  estimates,  sales  projections and
enhanced  business  development.   Furthermore  Mr.  Graves  conducted  in-depth
research  on  more  300  public  companies  in  the  Internet  Industry.  He has
experience  with  filing  documents  such as  10-KSD,  10-Q,  and 8-K  will  the
Securities  and  Exchange  Commission.   He  has  worked  extensively  with  SEC
Attorneys,  Consultants,  Auditors,  Transfer Agents, Market Markers,  Brokerage
Houses,  Printers,  etc. In February,  2000, Mr. Graves joined as Vice President
and Secretary of OmniNet Media.com,  Inc. He has developed  strategic  alliances
between  OmniNet  Media.com,  Inc.  and J. Thomas  Markham,  Inc. to put OmniNet
Media's Kiosks at Airports, Train Stations, Bus Stations, etc.


<PAGE>

Mr. Knox was the President of  Incarnations,  Inc., a corporation that filed for
voluntary  bankruptcy  protection  under Chapter 11 of the Bankruptcy act. Those
proceedings are still pending and a plan of reorganization has been submitted to
the Court.  The case is pending in the bankruptcy  division of the United states
District Court in the Southern District of California at San Diego.

Other that the foregoing,  no officer or director of OmniNet has been subject to
any of the following:

     a. Any  bankruptcy  petition  filed by or  against  any such  person or any
business of which such person was a general partner or executive  officer either
at the time of the bankruptcy or within two year prior to that time; or

     B.  Convicted in a criminal proceeding or charged in or subject to any
criminal proceeding excluding traffic or other minor offenses; or

     c. Subject to any order,  judgment,  or decree, not subsequently  reversed,
suspended or vacated,  of any court of competent  jurisdiction,  permanently  or
temporarily enjoining, barring, suspending or otherwise limiting his involvement
in any type of business, securities or banking activities, or

     d. Being found by a court of competent  jurisdiction  (in a civil  action),
the  Securities  and  Exchange  Commission  or  the  Commodity  Futures  Trading
Commission to have violated a federal or state  securities or  commodities  law,
and the judgment has not been reversed, suspended or vacated.

ITEM 10.  EXECUTIVE COMPENSATION.

During the period covered by this Transitional  Report officers and directors of
OmniNet were paid the following total consideration.

     Michael Knox: $2,000 in cash and 36,198 restricted common shares of
OmniNet.

     James Graves: No cash consideration and 100,000 restricted common
shares
of OmniNet.


<PAGE>

Item 11.  Security Ownership of Certain Beneficial Owners and Management.

The following  table sets forth as of June 30, 2000,  the name and the number of
shares of the  Company's  Common  Stock,  par value  $0.0001 per share,  held of
record or  beneficially  by each person who held of record,  or was known by the
Company  to  own  beneficially,  more  than  5% of  the  42,278,521  issued  and
outstanding shares of the Company's Common Stock, and the name and shareholdings
of each director and of all officers and directors as a group.

  (1)          (2)                         (3)          (4)
Title of    Name and                    Amount and    Percent of
Class       Address of                  Nature of     Class
            Beneficial                  Beneficial
            Owner                       Owner

Common      Jupiter Products, Ltd.      6,000,000         14%
Rule 144    94 Dowdes Well St.
            PO Box N 7521
            Nassau, Bahamas

Common      Mike Knox                     286,198        .06%
Rule 144    4341 Springs St #54
            La Mesa, CA 98118

Common      James A. Graves               100,000        .02%
            2338 Walmar Lane
            San Diego, CA 92109

ITEM 12.  CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS.

There  have not,  within  the last two  years,  been any  transactions  with the
registrant in which any of its officers,  directors or controlling  stockholders
had any interest, and no such transaction has been proposed.

ITEM 13.  EXHIBITS AND REPORTS ON FORM 8-K.
The registrant  has filed two Current  Reports on Form 8-K during the transition
period covered by this report, to wit:

1. Form 8-K filed  August 28, 2000 which  reported  (i) the change in control of
the  registrant  which  resulted  from the  acquisition  by OmniNet of 5,000,000
common shares of MAS Acquisitions XXV, Inc., (ii) the Accusation of Assets which
resulted from that transaction, (iii) the change in the registrant's accountant,
(iv) other  events  related to the  history of  OmniNet,  (v) the  inclusion  of
financial   statements  of  the  business   acquired  and  pro  forma  financial
information, and (vi) the change in the issuer's fiscal year to December 31.

2.  Form  8-K  filed  September  27,  2000  which  reported  the  change  of the
registrant's fiscal year to August 31.

Both of these reports are incorporated herein by reference.

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.


                                    By: /s/  James A. Graves
                                       --------------------------
                                       James A. Graves, Secretary
                                       and Director





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