OMNINET MEDIA COM INC
10QSB, 2001-01-19
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                          UNITED STATES
               SECURITIES AND EXCHANGE COMMISSION
                      Washington, DC 20549

                           FORM 10-QSB

[x] QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES ACT OF 1934

               For the Quarter Ended November 30, 2000

                              OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES ACT
OF 1934

For the transition period from ______________ to _________________

                        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)

       8615 E. Florence, Suite 210, Downey, CA                 92024
      (Address of Principal Executive Offices)               (Zip Code)

Registrant's telephone number including area code:     (858) 856-1392


                      PART I - FINANCIAL INFORMATION

Item 1. Financial Statements.

           OMNINET MEDIA.COM, INC. AND SUBSIDIARIES

         CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

                 FOR THE THREE MONTHS ENDED
                 NOVEMBER 30, 2000 AND 1999

<PAGE>
                      TABLE OF CONTENTS

                                                             Page
Condensed Consolidated Financial Statements

Condensed Consolidated Balance Sheets                          1

Condensed Consolidated Statements of Operations                2

Condensed Consolidated Statements of cash Flows                3

Notes to Condensed Consolidated Financial Statements           4 - 6

<PAGE>
                  OMNINET MEDIA.COM, INC. AND SUBSIDIARIES

                    CONDENSED CONSOLIDATED BALANCE SHEETS

                                  ASSETS

                                        November 30,   August 30,
                                           2000          2000


Current Assets
  Cash                                    $      -      $   1,420
  Prepaid expenses                               -          6,779
     Total Current Assets                        -          8,199

Property and Equipment, net                150,365        158,507

Other Assets
  License agreement, net                         -        703,916
  Other assets                                   6          2,796

     Total Assets                         $150,371       $873,418

LIABILITIES AND STOCKHOLDERS' DEFICIT

Current Liabilities
  Accounts payable and accrued expenses   $413,815       $400,920
  Current portion of note payable           19,000        642,000
  Notes payable to related parties         627,046        623,956
     Total Current Liabilities           1,059,861      1,666,876

Noncontrolling interest                  ( 302,171)     ( 277,405)

Stockholders' 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;
   42,278,173,  shares issued and
   outstanding                               4,228          4,228
 Additional paid in capital              1,759,262      1,759,262
 Accumulated deficit                    (2,370,809)    (2,279,543)

   Total Stockholders' Deficit          (  607,319)    (  516,053)
   Total Liabilities and Stockholders'
    Deficit                             $  150,371     $  873,418

See accompanying summary of notes to unaudited condensed consolidated
financial statements.

                                       -1-
<PAGE>
                OMNINET MEDIA.COM, INC. AND SUBSIDIARIES
           CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS


                                        Three Months Ended November 30,
                                             2000               1999

Revenues, net                             $        -          $   305,504

Cost of products sold                              -          (   163,069)

Gross Profit                                       -              142,435

Expenses
  General and administrative                  54,116              310,979
  Impaired loss on license agreements         61,916                    -
     Operating Loss                       (  116,032)         (   168,544)

Non-controlling interest                      24,766               40,451

     Net Loss                            $  ( 91,266)         $(  128,093)

Net Loss Per Common Share                $  (  0.002)         $(    0.011)

Weighted Average Number of Common
  Shares Outstanding                      42,278,173           11,260,748


See accompanying summary of notes to unaudited condensed consolidated
financial statements.

                                 -2-

<PAGE>

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



                                        Three Months Ended November 30,
                                             2000               1999

Cash Flows From Operating Activities
  Net loss                                   $( 91,266)     $(128,093)
  Adjustment to reconcile net loss to
   net cash provided by (used in)
   operating activities:
      Depreciation and amortization              8,142         61,620
      Minority interest in net loss of
       consolidated subsidiaries              ( 24,766)      ( 40,451)
      Impairment loss on license agreements     61,916              -
      Decrease in accounts receivable                -         70,125
      Increase in inventory                          -         84,588
      Decrease in prepaid expenses               6,779              -
      Decrease in security deposit               2,790              -
      Increase in accounts payable and
       accrued expenses                         12,895          4,788
         Net Cash Provided by (Used In)
          Operating  Activities               ( 23,510)        52,577

Cash Flows From Investing Activities
  Purchase of property and equipment                 -         (  215)
         Net Cash Used by Investing
          Activities                                 -         (  215)

Cash Flows From Financing Activities
  Proceeds from notes payable                    22,090             -
  Payments on notes payable                           -      ( 30,464)
         Net Cash Provided by (Used In)
          Financing Activities                   22,090      ( 30,464)

         Net Increase (Decrease) in Cash       (  1,420)       21,898

Cash at beginning of year                         1,420        99,770

Cash at end of year                          $        -      $121,668



See accompanying summary of notes to unaudited condensed consolidated
financial statements.

                                    -3-
<PAGE>

         OMNINET MEDIA.COM, INC. AND SUBSIDIARIES
    NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

1. Presentation of Interim Information

In  the opinion of the management of OmniNet Media.Com, Inc.
and  Subsidiaries,  Inc.  (the  Company),  the  accompanying
unaudited   condensed   consolidated  financial   statements
include  all  normal  adjustments  considered  necessary  to
present  fairly  the financial position as of  November  30,
2000,  and the results of its operations and cash flows  for
the  three months ended November 30, 2000 and 1999.  Interim
results are not necessarily indicative of results for a full
year.

The  condensed consolidated financial statements  and  notes
are  presented as permitted by Form 10-Q, and do not contain
certain   information  included  in  the  Company's  audited
consolidated  financial statements and notes  for  the  year
ended August 31, 2000.

2. Financial Statements

The  condensed consolidated financial statements include the
accounts   of   the  Company  and  its  subsidiaries.    All
significant intercompany transactions and balances have been
eliminated.

3. Supplemental Disclosures of Cash Flow Information

                                Three months ended November 30,
                                  2000                     1999
Operating Activities:
  Interest paid                 $   -                     $    -
                                 ====                        ====
4.  Going Concern

As  shown  in  the  accompanying financial  statements,  the
Company incurred net losses of $91,266 for the three  months
ended November 30, 2000.   The Company's current liabilities
exceeded  its  current assets by $1,059,861 at November  30,
2000.   In addition, a subsidiary of the Company is involved
in litigation, the outcome which is unknown at this time and
has defaulted on the license agreements.  The ability of the
Company  to  continue as a going concern is contingent  upon
its  ability  to  secure additional equity financing.    The
Company will offer additional shares of its common stock  to
raise capital and obtain financing on an as needed basis.



                            -4-
<PAGE>
          OMNINET MEDIA.COM, INC. AND SUBSIDIARIES
    NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

5.  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.

Activity  related to the Company's stock options during  the
three months ended November 30, 2000, was as follows:

                                Outstanding Options
                                                    Weighted
                              Number                 Average
                                Of                  Exercise
                              Shares                  Price

September 1, 2000             22,000               $     4.00
  Grants                           -                        -
  Exercises                        -                        -
  Cancellations                    -                        -
                              ________
Options exercisable at:
 November 30, 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 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)              2
  Risk-free interest rate            6.0%
  Volatility                        11.0%
  Dividend yield                     0.0%

-5-
<PAGE>
          OMNINET MEDIA.COM, INC. AND SUBSIDIARIES
    NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

5.  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  for  the  three
months ended November 30, 2000, is as follows:

Pro forma net loss             $(    91,266)

Pro forma loss per share       $(      .002)

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

6.  Impairment Loss

In  September 2000, the issuer of the license agreements  to
the  Company  cancelled the agreements  for  non-payment  of
license  fees.  An impairment loss in the amount of  $61,916
was recognized.

7.  Subsequent Event

Effective December, 2000, the Company's Board of Directors
approved the purchase of the Company's minority shareholder
interests.
                             -6-
<PAGE>


ITEM 2.  MANAGEMENTS DISCUSSION AND ANALYSIS OR PLAN OF OPERATION

OmniNet Media.Com, Inc. commenced  active  operations in January of 2000 which
have continued to the date of this report.

In note 1 to its financial  statements as of August 31, 2000 its auditors
stated that the  financial  statements  were  presented on a going  concern
basis which contemplated  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 had 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 continueing to pursue
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 it 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  believes 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.

The Company has suspended all active business operations in its subsidiary
U.S./Ace Security Laminates and does not expect to resume active operation of
this business in the foreseeable future.

PART II

ITEM 1. 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.

ITEM 2. Changes in Securities.

There have been no changes in the Company's securities.

ITEM 3.  Defaults Upon Senior Securities.

There have been no defaults upon senior securities.

ITEM 4.  Submission Of Matters To A Vote Of Security Holders.

There have been no Submission of matters to a vote of security holders

ITEM 5. Other Information.

There is no other information.

ITEM 6.  Exhibits And Reports On Form 8-K.

The registrant  has filed two Current  Reports on Form 8-K, to wit:

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

2. Form 8-K/A filed January 19, 2001 which reports (1) a change in control of
the registrant resulting from the election of Don Steffens as President to
replace Michael Knox, who resigned; (2) the resignation of Michael Knox as a
director of the registrant and the appointment of Don Steffens to fill his
unexpired term; and (3) a change of address of the registrant.

All of these reports are incorporated herein by reference.

SIGNATURES

In accordance with the requirements of the Securities Exchange Act of 1934,
the Registrant caused this report to be signed on its behalf by the
undersigned, thereunto duly authorized.



Date: January 19, 2001

                                   By:/s/  James A. Graves, Secretary
                                   ______________________________________




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