DELTA OMEGA TECHNOLOGIES INC
10QSB, 2000-07-17
INDUSTRIAL INORGANIC CHEMICALS
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                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                   FORM 10-QSB

                                   (Mark One)

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

                   For the quarterly period ended May 31, 2000

                                       OR

[ ]    TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE EXCHANGE ACT

                         Commission file number 0-24506


                         Delta-Omega Technologies, Inc.
         ---------------------------------------------------------------
        (Exact name of small business issuer as specified in its Charter)


          Colorado                                      84-1100774
  ----------------------                  --------------------------------------
 (State of Incorporation)                (I.R.S. Employer Identification Number)

   119 Ida Road, Broussard, Louisiana                       70518
 --------------------------------------                   --------
(Address of principal executive offices)                 (Zip Code)

                                 (337) 837-3011
               --------------------------------------------------
              (Registrant's telephone number, including area code)


     Check whether the issuer (1) filed all reports required to be filed by
Sections 13 or 15(d) of the Securities Exchange Act during the past 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 No


                      APPLICABLE ONLY TO CORPORATE ISSUERS

     State the number of shares outstanding of each of the issuer's classes of
common equity as of the latest practicable date:...17,508,120 shares of common
stock as of June 30, 2000



                     This document is comprised of 17 pages


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<PAGE>


                         Delta-Omega Technologies, Inc.
                            Index to Quarterly Report

                                     Part I
                              Financial Statements



Item 1.  Financial Statements                                            Page

            Consolidated Balance Sheet as of May 31, 2000 ..............   2

            Consolidated Statements of Operations, three
               and nine months ended May 31, 2000
               and May 31, 1999 ........................................   3

            Statements of Cash Flows, nine months ended
               May 31, 2000 and  May 31, 1999 ..........................   4

            Notes to consolidated financial statements .................   5

Item 2.  Management's discussion and analysis of financial
            condition and results of operations ........................  11

                                     Part II
                                Other Information

Item 2.  Changes in Securities .........................................  16

Item 6. Exhibits And Reports on Form 8-K ...............................  16

Signatures .............................................................  17

<PAGE>


Part I.  Item 1.  Financial Statements

                         Delta-Omega Technologies, Inc.
                           Consolidated Balance Sheet
                                   (Unaudited)

                                     ASSETS
                                     ------
                                                                       May 31,
                                                                        2000
                                                                   ------------
Current Assets
    Accounts and notes receivable
         Trade, net of allowance for losses                              87,490
         Accounts receivable-factored                                   200,638
         Other                                                           39,573
     Inventories                                                        157,491
     Prepaid expenses                                                    29,134
                                                                   ------------
         Total current assets                                           514,326

Property and equipment, net of accumulated depreciation                 184,827
Intangible assets, net of accumulated amortization                       93,306
Other assets                                                             11,746
                                                                   ------------

         Total assets                                              $    804,205
                                                                   ============

                      LIABILITIES AND SHAREHOLDERS' EQUITY
                      ------------------------------------

Current Liabilities
    Bank overdraft                                                        7,813
    Accounts payable                                                    259,101
    Customer prepayments                                                 32,046
    Note payable-board of director loans                                394,000
    Current maturities of long-term debt and leases                      37,349
    Advance from factor                                                 160,510
    Other current and accrued liabilities                                69,516
                                                                   ------------
         Total current liabilities                                      960,335

Long-term debt and leases, net of current maturities                    212,007

Shareholders' equity:
    Convertible, 7 percent cumulative, non-participating
       preferred stock, $.001 par value, shares
       authorized, 40,000,000; issued and outstanding
       1,335,000 series B, 2,396,667 series C                             3,732
    Common stock, $.001 par value, shares authorized,
       100,000,000; issued and outstanding 17,508,120                    17,508
    Additional paid-in capital                                       12,064,909
    Retained deficit                                                (12,454,286)
                                                                   ------------
         Total shareholders' equity                                    (368,137)
                                                                   ------------

         Total liabilities and shareholders' equity                $    804,205
                                                                   ============

          See accompanying notes to consolidated financial statements.

                                       2


<PAGE>
<TABLE>
<CAPTION>

                                                 Delta-Omega Technologies, Inc.
                                             Consolidated Statements of Operations
                                                          (Unaudited)


                                                          Three Months Ended                      Nine Months Ended
                                                                May 31                                  May 31

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

<S>                                                <C>                 <C>                  <C>                <C>
Net sales and gross revenues
     Net product sales                             $    370,644        $    400,420        $    971,865        $  1,017,281

Cost of sales and revenues                              254,737             263,611             686,020             678,383
                                                   ------------        ------------        ------------        ------------
         Gross profit                                   115,907             136,809             285,845             338,898

Cost and expenses
     Selling, general and administrative                228,713             229,915             652,539             603,342
     Research and development                            29,275              45,912              86,869             158,578
                                                   ------------        ------------        ------------        ------------

Operating Loss                                         (142,081)           (139,018)           (453,563)           (423,022)

Other operating income, net                              22,835                 103              55,797              13,941

Interest expense                                        (34,820)             (9,722)           (124,351)            (14,556)
                                                   ------------        ------------        ------------        ------------

Net loss available to common
         shareholders                              $   (154,066)       $   (148,637)       $   (522,117)       $   (423,637)
                                                   ============        ============        ============        ============

Weighted average shares outstanding                  17,236,453          14,996,589          16,361,494          14,996,589
                                                   ============        ============        ============        ============

Net loss per common share                          $       (.01)       $       (.01)       $       (.03)       $       (.03)
                                                   ============        ============        ============        ============







                                  See accompanying notes to consolidated financial statements.

                                                                3

<PAGE>


                                        Delta-Omega Technologies, Inc.
                                     Consolidated Statements of Cash Flows
                                                  (Unaudited)


                                                                             Nine Months Ended
                                                                                   May 31,

                                                                         2000                    1999
                                                                      ---------                ---------
Net cash used in operating activities                                 $(458,511)               $(570,927)

Cash flows from investing activities:
       Property acquisitions                                            (43,222)                 (15,118)
       Proceeds from sale of property and equipment                         700                   15,850
       Patent costs                                                           0                   (2,023)
                                                                      ---------                ---------

Net cash flows used in investing activities                             (42,522)                  (1,291)

Cash flows from financing activities:
       Principal payments on long-term debt and
           capital leases                                               (24,283)                 (17,062)
       Re payments on borrowings                                        (20,000)                       0
       Proceeds from factoring                                           30,712                  183,566
       Proceeds from issuance of common stock                           248,900                        0
       Proceeds from borrowing                                          253,033                  240,815
                                                                      ---------                ---------

Net cash flows provided by (used in)
         financing activities                                           488,362                  407,319

Net increase (decrease) in cash and equivalents                         (12,671)                (164,899)

Cash and equivalents, beginning of period                                 4,858                  150,674
                                                                      ---------                ---------

Cash and equivalents, end of period                                   $  (7,813)               $ (14,225)
                                                                      =========                =========









                           See accompanying notes to consolidated financial statements.

                                                     4
</TABLE>

<PAGE>


                         Delta-Omega Technologies, Inc.
                   Notes to Consolidated Financial Statements
                                  May 31, 2000



Note A: Basis of presentation
        ---------------------

     The financial statements presented herein include the accounts of
     Delta-Omega Technologies, Inc. and Delta-Omega Technologies, Ltd.
     Intercompany balances and transactions have been eliminated in
     consolidation.

     The financial statements presented herein have been prepared by the Company
     in accordance with the accounting policies in its annual 10-KSB report for
     the year ended August 31, 1999 and should be read in conjunction with the
     notes thereto. Results of operations for the interim periods are not
     necessarily indicative of results of operations which will be realized for
     the fiscal year ending August 31, 2000.

     In the opinion of management, all adjustments (consisting only of normal
     recurring adjustments) which are necessary for a fair presentation of
     operating results for the interim periods presented have been made.

     Interim financial data presented herein are unaudited.

     Since the Company commenced operations, it has incurred recurring losses
     and negative cash flows from operations. The Company does not have
     sufficient working capital available as of May 31, 2000, to maintain
     operations at their current levels. These factors raise substantial doubt
     about the Company's ability to continue as a going concern. The Company's
     ability to continue as a going concern is dependent upon obtaining
     additional capital investments or generation of adequate sales revenue and
     profitability from operations.

     The Company is in the process of raising additional capital with a Private
     Placement Memorandum offered solely to accredited and sophisticated
     investors. Approximately 3,500,000 shares of the Company's common stock are
     being offered at a price of $.16 per share. The Company anticipates closing
     the Private Placement Memorandum during the month of July 2000 with the net
     proceeds to the Company expected to be approximately $550,000. To date the
     Company has raised funds totaling $248,900 relative to this Private
     Placement Memorandum.

     The Company also has the option to sell 1 million common shares at an
     undetermined price per share. These shares are remaining from 2 million
     shares authorized for sale to accredited and sophisticated investors by the
     Company's board of directors in January 1998.

                                       5

<PAGE>


     For immediate capital requirements, the Company negotiates loans from board
     of director members and major shareholders and factors selected accounts
     receivable until sufficient funds are generated from operations or the
     financial instrument discussed above is completed.

Note B:  Related party transactions
         --------------------------

     During fiscal year 1999, the Company negotiated nine (9) promissory notes
     totaling $270,000 with related parties, of which $225,000 were with members
     of the board of directors, in order to maintain its current level of
     operations. Each promissory note bears an interest rate of 8.25% per annum.
     These notes are short-term and were due during the fiscal year 1999.
     Extensions were negotiated on these notes which are included as current
     liabilities in the balance sheet.

     As part of the loans, the Company also issued the note holders warrants to
     purchase one share of the Company's common stock for each dollar loan at an
     average purchase of $.25 per share.

     During the first quarter of Fiscal 2000, the Company negotiated a thirty
     (30) day short term promissory note totaling $15,000 with a member of the
     board of directors. The note bears an interest rate of 9.25% per annum and
     is included as a current liability in the balance sheet. This promissory
     note was paid in full plus interest at the beginning of the second quarter
     of Fiscal 2000.

     During the second quarter, the Company negotiated three additional thirty
     (30) day short term promissory notes totaling $150,000 with related
     parties. Each note bears an interest rate of 8.25% per annum. Any amount of
     principal and interest not paid when the notes are due shall accrue
     interest at the rate of 12 percent per annum until paid. The notes were due
     on or before April 30, 2000 and are included in the current liability
     section of the balance sheet. Attached to each promissory note is a warrant
     agreement granting the holder warrants to purchase 50,000 shares of common
     stock at an exercise price of $.15 per share.

     Related party notes totaled $394,000 as of May 31, 2000.

     The Company expects to repay these loans with funds generated from
     continuing operations or proceeds from the sale of common stock previously
     authorized by the board of directors; however these directors may elect to
     convert the debt into equity.

                                       6

<PAGE>


Note C: Accounts and notes receivable
        -----------------------------

     In February 1999, the Company entered into a factoring agreement with Texas
     Capital Funding, Inc. ("TCF"). The Company agreed to sell, assign,
     transfer, convey and deliver submitted accounts receivable with recourse to
     TCF and TCF agreed to purchase and accept delivery from the Company. TCF
     agreed to transfer funds to the Company equal to 80% of the invoice amount
     submitted. The remaining 20% is retained by TCF until the submitted
     invoices are collected in full. Fees for the service rendered by TCF are
     based upon the collection period of each submitted invoice. Based upon the
     collection of submitted accounts receivable, fees incurred averaged between
     3% and 20% of the invoiced amount with an average of 5% as of May 31, 2000.
     Fees incurred are classified as interest expense and reflected in the
     consolidated statements of operations. Interest expense related to the
     factoring of accounts receivable for the current fiscal quarter totaled
     $26,810. Repayment of any advances is guaranteed by two (2) members of the
     Company's board of directors.

     Accounts and Notes Receivable at the end of May 31, 2000 consists of the
     following:

           Accounts Receivable, Trade                           $ 97,490
           Accounts Receivable, Factored                         200,638
           Allowance for Doubtful Accounts                       (10,000)
                                                                --------

                      Total                                     $288,128
                                                                ========


Note D: Shareholders' Equity
        --------------------

     During the second quarter, the board of directors authorized the issuance
     of 20,558 shares of common stock at a price of $.46 per share and 13,618
     shares of common stock at a price of $.24 per share. The common stock was
     issued to Wellesley Capital Group, Inc. as remuneration for expenses
     incurred during fund raising efforts for the period January 1998 through
     September 1999.

     In December 1999, the Company issued three (3) warrant agreements granting
     the holder warrants to purchase 50,000 shares of common stock at an
     exercise price of $.15 per share. The warrants are attached to promissory
     notes negotiated by the Company with major shareholders. Each warrant
     agreement grants the holder the option to purchase one (1) share of common
     stock for every dollar loaned to the Company.

                                       7


<PAGE>


Note E: Disclosures about Reportable Segments
        -------------------------------------

     Delta-Omega Technologies, Ltd. has four reportable segments: solvents and
     cleaners, firefighting and spill response, oilfield and SafeScience. The
     solvents and cleaners division produce products to serve the aviation
     market and institutional and industrial markets. The firefighting and spill
     response division produce U.L. listed fire foam products that are
     non-toxic, non-hazardous and non-reportable. The oilfield division produces
     products that cater to the needs of the oil and gas industry. The
     SafeScience line of products serves the consumer with products that are
     defined exclusively for safety-for human health and the environment.

     The accounting policies of the segments are the same as those described in
     the summary of significant accounting policies. Delta-Omega Technologies
     evaluates performance base on profit or loss from operations before income
     taxes and interest expense not including nonrecurring gains and losses.

     Delta-Omega Technologies' reportable segments are business units that offer
     different products. Each reportable segment is allocated a percentage of
     administrative costs not attributable to a particular segment according to
     the percentage of gallons sold by the segment. The reportable segments are
     managed separately because each business unit requires different technology
     and marketing strategies.

<TABLE>
<CAPTION>

                                                  Delta-Omega Technologies, Inc.
                                  Disclosure of Reported Segment Profit or Loss, and Segmented Assets
                                              Nine Month Period Ended May 31, 2000

                                  Solvents &      Firefighting &       Oilfield         SafeScience          *All
                                   Cleaners       Spill Response                                             Other

<S>                              <C>                <C>               <C>               <C>               <C>
Revenues from external
  Customers                        $ 271,381         $ 248,940         $ 205,833         $ 245,711         $    --
Intersegment revenues                   --                --                --                --                --
Interest & Royalty Rev                  --                --                --              55,275               522
Interest expense                        --                --                --                --             124,351
Depreciation and
    Amortization                      15,023            13,910            11,684            15,023            23,922
Segment Profit                       (99,007)          (91,674)          (77,006)          (99,007)          (86,869)
Segment Assets                          --                --                --                --             796,392
Expenditures for segment
   Assets                               --                --                --                --              43,222

                                                           8
<PAGE>

                                                 Delta-Omega Technologies, Inc.
                                  Disclosure of Reported Segment Profit or Loss, and Segmented Assets
                                              Nine Month Period Ended May 31, 1999

                                    Solvents &     Firefighting &      Oilfield         SafeScience          *All
                                    Cleaners       Spill Response                                            Other

Revenues from external
  Customers                        $ 460,593         $ 281,289         $ 225,895         $  49,504              --
Intersegment revenues                   --                --                --                --                --
Interest & Royalty Rev                  --                --                --              12,809             1,132
Interest expense                        --                --                --                --              14,556
Depreciation and
    Amortization                      23,099            13,859            11,293             3,080            33,996
Segment Profit                      (119,000)          (71,400)          (58,178)          (15,866)         (158,578)
Segment Assets                          --                --                --                --             978,344
Expenditures for segment
   Assets                               --                --                --                --              15,118


                                   Delta-Omega Technologies, Inc.
                          Reconciliations of Reportable Segment Revenues
                                     Profit or Loss, and Assets

                                                                  May 31,                   May 31,
                                                                   2000                      1999

Revenues
--------
Total revenues for reportable segments                          $   971,865               $ 1,017,281
                                                                ===========               ===========

Profit or Loss
--------------
Total profit or loss for reportable segments                    ($  366,694)              ($  264,444)
Other profit or loss                                                (86,869)                 (158,578)
                                                                -----------               -----------
Income before income taxes and extraordinary items              ($  453,563)              ($  423,022)
                                                                ===========               ===========

Assets
------
Other assets                                                    $   796,392               $   978,344
Total assets for reportable segments                                   --                        --
                                                                -----------               -----------
    Consolidated total                                          $   796,392               $   978,344
                                                                ===========               ===========

Other significant Items
-----------------------
Research and Development Expenses                               $    86,869               $   158,578
Depreciation Expense-R&D Equipment                                   18,272                    27,640



</TABLE>
                                                  9
<PAGE>



*Research and Development expenses not directly accounted for in the totals of a
specific reporting segment is included in the classification "All Other" for the
nine month period ended May 31, 2000 and 1999.

Delta-Omega Technologies, Inc. - Disclosures of Geographic Information and Major
Customers
--------------------------------------------------------------------------------

Products sales for each reportable segment are concentrated in the continental
United States. Revenues from the Company's SafeScience reportable segment
represents approximately twenty-five percent (25%) of the Company's total
consolidated revenues for the nine month period ended May 31, 2000. Also,
revenues from one customer of the solvents and cleaners reportable segment
represents approximately twenty-two (22%) percent of the Company's total
consolidated revenues for the nine month period ended May 31, 1999.


                                       10


<PAGE>


Item 2. Management's discussion and analysis of financial condition and results
of operations

     This Quarterly Report on Form 10-QSB includes certain statements that may
     be deemed to be "forward-looking statements" within the meaning of Section
     27A of the Securities Act of 1933, as amended, and Section 21E of the
     Securities Exchange Act of 1934, as amended. All statements, other than
     statements of historical facts, included in this Form 10-QSB that address
     activities, events or developments that the Company expects, believes or
     anticipates will or may occur in the future, including such matters as
     future capital, research and development expenditures (including the amount
     and nature thereof), repayment of debt, business strategies, expansion and
     growth to the Company's operations and other such matters are
     forward-looking statements. These statements are based on certain
     assumptions and analyses made by the Company in light of its experience and
     its perception of historical trends, current conditions, expected future
     developments and other factors it believes are appropriate in the
     circumstances. Such statements are subject to a number of assumptions,
     risks and uncertainties, including general economic and business
     opportunities (or lack thereof) that may be presented to and pursued by the
     Company, changes in laws or regulations and other factors, many of which
     are beyond the control of the Company. Readers are cautioned that any such
     statements are not guarantees of future performance and that actual results
     or developments may differ materially from those projected in the
     forward-looking statements.


     RESULTS OF OPERATIONS
     ---------------------

     Net sales for the third quarter of Fiscal 2000 decreased $29,776 or 7% when
     compared to the same quarter in the prior year. The decrease in net sales
     was due primarily to the June 1999 expiration of the Air Force contract to
     supply an aircraft cleaning compound.

     Net sales for the nine month period decreased $45,416 or 4% when compared
     to the same period in the prior year. During this period, sales from the
     solvent and cleaners division decreased $189,212 or 41% due to the
     expiration of the Air Force contract in June 1999 that supplied an aircraft
     cleaning compound. Oilfield product sales also decreased $20,062 or 9% due
     to the expiration in fiscal 1999 of a private labeling contract to furnish
     oilfield degreasers. Sales generated from the Company's consumer and
     industrial and institutional line of products to SafeScience increased from
     $49,504 to $245,711 which offset a majority of the decrease in the solvent
     replacement division and oilfield products division.

                                       11

<PAGE>


          Cost of sales for the current quarter ended decreased $8,874 or 3%
     when compared to the same period in Fiscal 1999. As a percentage of sales,
     cost of sales increased from 65% to 68%.

          The increase in cost of sales as a percentage of sales during the
     current period was attributable to a large portion of net sales being
     generated from low gross margin products, the SafeScience household
     products. Management expects as sales continue to increase, cost of sales
     as a percentage of sales will decrease as the estimated plant capacity is
     reached.

          On a year to date basis, cost of sales increased $7,637 or 1%. As a
     percentage of sales year-to-date, cost of sales increased from 66% to 70%.

          Operating expenses for the third quarter remained relatively constant
     when compared to the same period in the prior fiscal year. For the nine
     months ended, total operating expenses decreased $22,512 or 3%. The
     decrease was due to the decrease in research and development expenses
     associated with the project located in Colombia.

          Net other operating income for the third quarter was $22,835, an
     increase of $22,732 when compared with the same period in the prior year.
     In comparing the two nine month periods, net other operating income
     increased by $41,856, from $13,941 to $55,797. Net other operating income
     for the current period and nine month period ended of fiscal year 2000
     consists primarily of royalty income generated from the Company's consumer
     line of products produced for SafeScience.

          Interest expense was $34,820 for the current quarter as compared to
     $9,722 for the same period in the prior year. For the nine month period
     ended, interest expense increased from $14,556 to $124,351. This increase
     is due to the fees incurred by the factoring of accounts receivable and
     interest accrued on promissory notes negotiated with members of the board
     of directors, major shareholders and SafeScience, Inc.

     LIQUIDITY AND CAPITAL RESOURCES
     -------------------------------

     The Company considers cash and cash equivalents as its principal measure of
     liquidity. At May 31, 2000, the Company had an overdraft cash balance of
     $7,813. The Company's primary cash requirements are for operating expenses,
     particularly Research and Development expenses, raw material purchases and
     capital expenditures. Since the Company commenced operations, it has
     incurred recurring losses and negative cash flows from operations. The
     Company does not have sufficient working capital available as of May 31,
     2000, to maintain operations at their current levels. These factors raise
     substantial doubt about the Company's ability to continue as a going
     concern. The Company's ability to continue as a going concern is dependent
     upon obtaining additional capital investments or generation of adequate
     sales revenue and profitability from operations.

                                       12

<PAGE>


     The Company is in the process of raising additional capital with a Private
     Placement Memorandum offered solely to accredited and sophisticated
     investors. Approximately 3,500,000 shares of the Company's common stock are
     being offered at a price of $.16 per share. The Company anticipates closing
     the Private Placement Memorandum during the month of July 2000 with the net
     proceeds to the Company expected to be approximately $550,000. To date the
     Company has raised funds totaling $248,900 relative to this Private
     Placement Memorandum.

     The Company also has the option to sell 1 million common shares at an
     undetermined price per share. These shares are remaining from 2 million
     shares authorized for sale to accredited and sophisticated investors by the
     Company's board of directors in January 1998.

     For immediate capital requirements, the Company negotiated loans from board
     of director members and major shareholders in order to maintain its current
     level of operations. The Company negotiated nine (9) promissory notes
     totaling $270,000 during fiscal year 1999, one (1) promissory note totaling
     $15,000 during the first quarter of fiscal 2000 and three (3) promissory
     notes totaling $150,000 during the second quarter. The promissory notes
     were negotiated with members of the board of directors and major
     shareholders. The promissory notes are short term and bear interest rates
     ranging from 8.25% - 9.25% per annum. In June 1999, the Company negotiated
     a $150,000 loan agreement with SafeScience, Inc. (SFAS) in order to comply
     with demands specified in the supply and distribution agreement between
     SAFS and the Company. The note bears interest at a rate of 8.25% per annum
     on the outstanding principal amount of the note, and the interest shall be
     payable quarterly.

     The Company has been contracted to furnish products to SafeScience, Inc.,
     that has entered the I&I and household goods markets. During the nine
     months ended May 31, 2000, revenues of approximately $250,000 have been
     generated by sales to SafeScience. The Company anticipates a steady
     increase in the amount of revenues generated by this contract as
     SafeScience, Inc. enters the industrial market in a focused manner, while
     continuing to develop and expand existing consumer product distribution
     accounts.

     On September 1, 1999, the Company and SafeScience entered into an exclusive
     License Agreement concerning retail sales of certain proprietary
     formulations developed by the Company and produced exclusively for
     SafeScience. Terms of the License Agreement provide for SafeScience to
     provide confidential access to these formulations to third party
     manufacturers for the purpose of manufacturing large volumes of finished

                                       13

<PAGE>


     goods for resale. This arrangement allows SafeScience to outsource much
     greater product blending capacities than the Company can provide with its
     existing facilities. A provision of the License Agreement grants a royalty
     to the Company based upon net sales of SafeScience products. In the current
     quarter, royalties totaling approximately $24,000 have been accrued and
     this total is included as other operating income in the consolidated
     statement of operations.


     The Company recently introduced a line of products to serve the needs of
     the oil, gas exploration and production industries. This line of products
     includes degreasers, paraffin cutters, downhole tubing and casing cleaners
     and marine transportation storage vessel cleaning compounds. The
     multi-functional properties of these products allow the customer greater
     flexibility by reducing cleaning time, minimizing storage requirements,
     enhancing worker safety and lessening environmental liabilities. The
     Company furnishes specialized cleaning and treatment chemicals to
     Environmental Concepts, Inc. (E.C.I.), a company that provides cleaning
     equipment, products and services to the oil and gas industry. Sales of the
     Company's products totaling approximately $100,000 have been made to
     E.C.I., with increasing volumes anticipated when E.C.I. begins full service
     cleaning, which is scheduled to begin in the next quarter.

     The Company's attainment of six (6) UL listings for its fire foam products
     gives the Company an opportunity to gain a significant market share in the
     municipal fire sector and airport fire fighting markets. The Company also
     developed a Class "A" foam used for extinguishing wildland and structural
     fires. The Company plans to obtain approval for use in the forestry service
     market. Sales of the firefighting foams are expected to increase over the
     next quarter as the Company markets emergency response products to the
     municipal and petroleum sectors.


     During the last three years, the Company developed a unique technology for
     recovering barite and oil from spent drilling mud. The Company, working on
     location in Colombia with M-I Overseas Limited, successfully completed the
     first phase of its oil based mud processing application. "Base Fluid
     Destruction" (BFD) is a version of MRP, a proprietary process for
     recovering barite and oil from spent drilling muds. BFD was demonstrated
     for a major oil exploration and production company. Based upon the success
     of this application, the Company was requested to expand its process to
     include the treatment of the water/solids phase that remains after initial
     processing. No estimate of revenues is possible at this stage of
     development because the results of this technology have yet to be
     commercially explored.

                                       14

<PAGE>


     Management believes that the sources of funds and anticipated increases in
     sales volume discussed above will enable the Company to sustain its current
     operations and meet its short term obligations in fiscal 2000. As sales
     volumes of the Company's fire foam product line and industrial chemicals
     increase, the Company expects cash flow from operations in fiscal 2000 to
     improve, although no assurances can be made.

     The Company has no unused credit facilities at this time.

                                       15

<PAGE>



                                     Part II
                                Other Information

     Part II. Item 6.  Exhibits And Reports On Form 8-K

              a) Exhibits

                 Exhibit              Description              Location No.
                 -------              -----------              ------------

                   27           Financial Data Schedule        Filed herewith





                                       16
<PAGE>


                                   SIGNATURES


The financial information furnished herein has not been audited by an
independent accountant; however, in the opinion of management, all adjustments
(only consisting of normal recurring accruals) necessary for a fair presentation
of the results of operations for the three months and nine months ended May 31,
2000 and May 31, 1999 have been included.

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 thereunto duly authorized.


                                            Delta-Omega Technologies, Inc.
                                                     (Registrant)



                                        /s/ James V. Janes, III
                                            ------------------------------------
                                            James V. Janes III
                                            President
                                            (Principal Officer)


                                        /s/ Marian A. Bourque
                                            ------------------------------------
                                            Marian A. Bourque
                                            Chief Accounting Officer



Date:  July 14, 2000

                                       17



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