FORM 10
PURSUANT TO SECTION 12(B) 1
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10
GENERAL FORM FOR REGISTRATION OF SECURITIES
PURSUANT TO SECTION 12(b) OR 12(g)
OF THE SECURITIES EXCHANGE ACT OF 1934
INAMCO INTERNATIONAL CORP.
--------------------------
(Exact Name of Registrant Specified in Charter)
Delaware 72-1359595
-------- ----------
(State or other Jurisdiction of (I.R.S. Employer Identification Number)
Incorporation or Organization)
801 Montrose Avenue, South Plainfield, New Jersey 07080
-------------------------------------------------------
(Address of Principal Executive Offices) (Zip Code)
Registrant's Telephone Number, Including Area Code
Securities registered under Section 12(b) of the Exchange Act: Common Stock,
$.01 par value
(Title or Class)
Securities registered under Section 12(g) of the Exchange Act: None
ITEM 1. BUSINESS.
GENERAL
Inamco International Corp. ("Inamco" or the "Company" or the "Registrant")
is a developmental stage company which develops, manufactures and markets
medical diagnostic test kits for health assessment and for research purposes. We
also develop, manufacture and market generic pharmaceuticals, and medical
supplies and medical uniforms for laboratories and hospitals. We generally focus
on markets which we believe offer significant growth potential. In addition to
the internal development of products, we seek to enter growth markets via the
acquisition of synergistic companies, products and assets. We intend to
capitalize on recent health industry and regulatory concerns regarding the
quality control of pharmaceuticals and diagnostic test kits by domestically
manufacturing FDA-compliant products. We additionally intend to capitalize on
recent health industry and regulatory concerns regarding rapidly
increasing health care costs by manufacturing products for sale at low prices.
Our most recent acquisition was Shoetech, USA, a retail shoe business
located in Queens, New York, in February 2000. We believe that this acquisition
is complimented by the joint venture agreement executed in February 2000 between
us and Hebron Leather Manufacturing and Exports, Ltd. of India ("Hebron
Leather"). Hebron Leather manufactures a line of men's and women's shoes. The
joint venture agreement provides us with the exclusive worldwide marketing
rights for all of Hebron Leather's products, including those products currently
manufactured by Hebron Leather and those products which are yet to be developed.
Through this agreement, we intend to offer a high quality line of medical shoes
for domestic and international distribution. Management believes that the
distribution of medical shoes pursuant to our acquisition of Shoetech, USA will
provide us with revenue during our internal development of our product lines.
In February 2000, we changed our name from "Omni Assets, Inc." to "Inamco
International Corp.," and changed our listing symbol from "OMNA" to "IICO,"
following our purchase of the Inamco International Corp. name in January 2000.
In January 2000, we acquired the equipment assets of Inamco International
Corp., including, but not limited to, stainless steel vats, medical measuring
instruments, medical product inventory and an assortment of tools and equipment
that are needed to test, measure and produce generic drugs and diagnostic test
kits. In addition, we purchased the Inamco International Corp. name.
Unless otherwise indicated, the terms, "the Company," "we," "our" and "us"
as used in this Prospectus includes the Company and its predecessor entity, Omni
Assets, Inc.
Our principal offices are located at 801 Montrose Avenue, South
Plainfield, New Jersey 07080, and our telephone number is (908) 222-9176.
INDUSTRY OVERVIEW
The health care market continues to undergo change, led primarily by
market forces that are demanding greater efficiencies and reduced costs.
Government proposed health care mandates in the
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United States have not occurred and it is unclear whether, and to what extent,
any future government mandate will affect the domestic health care market.
Industry-led changes are expected to continue irrespective of any governmental
efforts toward health care reform. The scope and timing of any further
government-sponsored proposals for health care reform are presently unclear.
The primary trend in the industry is toward cost containment. In 1998,
national health expenditures topped $1.1 trillion, up 5.6 percent from 1997.
National health expenditures are projected to total $2.2 trillion and reach 16.2
percent of the Gross Domestic Product (GDP) by 2008, after stabilizing within a
13.5-13.7 percent band for the period from 1993 through 1998. Growth in health
spending is projected to average 1.8 percentage points above the growth rate of
the GDP for 1998-2008. Factors contributing to the projected acceleration in
growth from the 1993 - 1998 period include an upturn in the private health
insurance underwriting cycle, slower growth in managed care enrollment, a
movement towards less restrictive forms of managed care, and a continued trend
towards increased state and federal regulation of health plans.
Due to the increasing need for cost containment, payors and managed care
organizations have been able to exercise greater influence through managed
treatment and hospitalization patterns, including a shift from reimbursement on
a retrospective basis to prospective limits for patient treatment. Hospitals
have been severely impacted by the resulting cost restraints and are competing
for business and becoming more sophisticated in management and marketing. The
increased use of managed care, centralized purchasing decisions, consolidations
among hospitals and hospital groups, and integration of health care providers,
are all factors contributing to purchasing patterns in the health care system.
Sales of generic pharmaceuticals, in particular, have increased in recent
years. We have identified four reasons for this trend: (i) laws permitting
and/or requiring pharmacists to substitute generics for brand-name drugs; (ii)
pressure from managed care and third party payors to encourage health care
providers and consumers to contain costs; (iii) increased acceptance of generic
drugs by physicians, pharmacists, and consumers; and (iv) an increase in the
number of formerly patented drugs which have become available to off-patent
competition.
SALES AND DISTRIBUTION
We intend to sell our U.S. pharmaceutical products to pharmaceutical
wholesalers, distributors, mass
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merchandising and retail chains, and, to a lesser extent, grocery stores,
hospitals and managed care providers. In response to the general trend of
consolidation among pharmaceutical customers and greater amount of products sold
through wholesalers, we are placing an increased emphasis on marketing our
products directly to managed care organizations, purchasing groups, mass
merchandisers and chain drug stores to gain market share and enhance margins.
Our web site, at www.inamco.com, provides customers with online ordering
capabilities through which customers may review product listings and make online
payments for orders. We also take orders through its toll-free telephone
service.
Our Products
We intend to develop six major product groups: 1) diagnostic test kits; 2)
chemistry and immunoassay reagents; 3) disposable hospital and laboratory
products; 4) hospital and laboratory uniforms and shoes; 5) over-the-counter
("OTC") pharmaceuticals and nutritional supplements; and 6) generic prescription
pharmaceuticals.
Our Strategy
We intend to fill potential markets made available by the shut down of many
generic pharmaceutical manufacturing plants worldwide. We intend to develop
significant contacts through our offices, agents, and employees. An important
element of our long term strategy is to pursue acquisitions that in general will
broaden global reach and/or augment our product portfolios. In this regard we
are currently evaluating and, in some instances actively considering, several
possible acquisition candidates. There can be no assurance that such activities
will result in the consummation of any transaction
Scientific development is important to each of our business segments. Our
research, product development and technical activities in the pharmaceuticals
and diagnostics test kits industry within the U.S. concentrate on the
development of generic equivalents of established branded products as well as
discover creative uses of existing drugs for new treatments. Our research,
product development and technical activities also focus on developing
proprietary drug delivery systems, patent circumvention development (in the
U.S.) and on improving existing delivery systems, fermentation technology and
packaging and manufacturing techniques. In addition to manufacturing, we intend
to provide technical
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services to other companies and we will attempt to develop products as joint
ventures wherever possible. In view of the substantial funds which are generally
required to develop new chemical drug entities, we do not anticipate undertaking
such activities.
COMPETITION
There is intense competition in the markets in which we engage in
business. There are many companies, both public and private, engaged in
diagnostics-related research and development, including a number of well-known
pharmaceutical and chemical companies. Competition is based primarily on product
reliability, customer service and price. Many of these companies have
substantially greater capital resources and have marketing and business
organizations of substantially greater size than we do. Many companies have been
working on immunodiagnostic reagents and products, including some products
believed to be similar to those currently marketed or under development by us,
for a longer period of time than we have. We believe that our primary
competitors in the diagnostics market and hospital/laboratory supplies include
Abbott Laboratories, Sigma Diagnostics, Trace-America, Inc., Meridian
Diagnostics, Inc., INOVA, Sanofi Diagnostics Pasteur, Inc., Diamedix
Corporation, IDEXX and Abaxis, Inc. We believe that our primary competitors in
the generic pharmaceuticals market include Alpharma, Inc., Barr Laboratories,
Inc., and Geneva Pharmaceuticals, Inc. We believe that these major companies
will continue their efforts to develop and market competitive devices, causing
competition to intensify.
PRODUCT LIABILITY
The testing, marketing and sale of clinical diagnostic products, OTC
pharmaceuticals, and generic pharmaceuticals entail an inherent risk of
allegations of product liability, and there can be no assurance that product
liability claims will not be asserted against us. We may incur product liability
due to product failure or improper use of products by the user. Inaccurate
detection may result in the failure to administer necessary therapeutic drugs or
administration of unnecessary and potentially toxic drugs. Even with proper use
of a product, there may be specific instances in which the results obtained from
our test kits could lead a physician to incorrectly predict the appropriate
therapy for a particular patient. We intend to obtain product liability
insurance which, based on our experience and industry practice, we believe to be
adequate for our present operations. No assurance can be given that the amount
of our insurance, once obtained, will be sufficient to fully insure against
claims which may be made against us.
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GOVERNMENT REGULATION
The testing, manufacture, distribution and sale of our products are
subject to regulation by numerous governmental authorities, principally the Food
and Drug Administration ("FDA") and corresponding state and foreign regulatory
agencies.
Diagnostic Test Kits
Our manufacturing, distribution, and marketing of diagnostic test kits are
subject to a number of both domestic and international regulatory controls. In
the United States, our production and marketing activities are subject to
regulation by the United States Food and Drug Administration, under the
authority of the Federal Food Drug, and Cosmetic Act, as amended by the Medical
Device Amendments Act of 1976, The Safe Medical Devices Act of 1990, and The
Medical Device Amendments of 1992 and the FDA Modernization Act of 1997.
These regulations require that we must formally notify the FDA of our
intentions to market in vitro diagnostic devices through a regulatory
submissions process, either the 510(k) process or the Premarket Approval("PMA")
process. When a 510(k) process is used we are required to demonstrate that the
product is "substantially equivalent" to another product in commercial
distribution. We can not proceed with sales of our diagnostic products in the
United States until we receive clearance from the FDA. Currently, the majority
of products that are reviewed by the 510(k) process are cleared within 90 days.
In certain cases we must follow the PMA process which involves a lengthier and
more burdensome process.
We are required to register with the FDA as a device manufacturer and list
our devices. As such, the we are subject to inspection on a routine basis for
compliance with the FDA's Quality System Regulations. These regulations require
that we manufacture our products and maintain our documents in a prescribed
manner with respect to manufacturing, testing, control, and distribution
activities. In addition, we are required to comply with various FDA requirements
for labeling, pursuant to the Medical Device Reporting Act regulations. Finally,
the FDA prohibits an approved device from being marketed for unapproved
applications. We believe we are in conformity with all such regulations.
Manufacturers of medical devices for marketing in the United States are
required to adhere to applicable regulations setting forth detailed current Good
Manufacturing Practices ("cGMP") requirements, which include testing, control
and documentation requirements. Manufacturers must also comply with Medical
Device Reporting ("MDR") requirements that a manufacturer report to the FDA any
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incident in which its product may have caused or contributed to a death or
serious injury, or in which its product malfunctioned and would be likely to
cause or contribute to a death or serious injury upon recurrence. Labeling and
promotional activities are subject to scrutiny by the FDA and, in certain
circumstances, by the Federal Trade Commission. Current FDA enforcement policy
prohibits the marketing of approved medical devices for unapproved uses. We are
subject to routine inspection by the FDA and certain state agencies for
compliance with cGMP requirements, MDR requirements and other applicable
regulations. The FDA has recently finalized changes to the cGMP requirements,
including the addition of design controls, that will likely increase the cost of
compliance. We cannot assure you that we will not incur significant costs to
comply with laws and regulations in the future or that such laws and regulations
will not have a material adverse effect upon our business, financial condition
and results of operation. The use of our products is also affected by the
Clinical Laboratory Improvement Amendments of 1988 ("CLIA") and related federal
and state regulations which provide for regulation of laboratory testing. The
scope of these regulations includes quality control, proficiency testing,
personnel standards and federal inspections. CLIA categorizes tests as "waived,"
"moderately complex" or "highly complex," on the basis of specific criteria.
There can be no assurance that any future amendment of CLIA or the promulgation
of additional regulations impacting laboratory testing would not have a material
adverse effect on our ability to market our products or on our business,
financial condition and results of operations.
Generic Pharmaceuticals
Generic pharmaceuticals are the chemical and therapeutic equivalents of
brand-name drugs. Although typically less expensive, they are required to meet
the same governmental standards as brand-name drugs and most must receive
approval from the appropriate regulatory authority prior to manufacture and
sale. A manufacturer cannot produce or market a generic pharmaceutical until all
relevant patents (and any additional government-mandated market exclusivity
periods) covering the original brand-name product have expired.
In the U.S., the FDA regulatory procedure applicable to our generic
pharmaceutical products depends on whether the branded drug is: (1) the subject
of an approved New Drug Application("NDA") which has been reviewed for both
safety and effectiveness; (2) marketed under an NDA approved for safety only;
(3) marketed without an NDA; or (4) marketed pursuant to over-the-counter
monograph regulations. If the drug to be offered as a generic version of a
branded product is the subject of an NDA approved for both safety and
effectiveness, the generic product must be the subject of an Abbreviated New
Drug
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Application ("ANDA") and be approved by the FDA prior to marketing. Drug
products which are generic copies of the other types of branded products may be
marketed in accordance with either an FDA enforcement policy or the over-the-
counter drug review monograph process and currently are not subject to ANDA
filings and approval prior to market introduction. While management believes
that all of our current pharmaceutical products are legally marketed under the
applicable FDA procedure, our marketing authority is subject to revocation by
the agency. All applications for regulatory approval of generic drug products
subject to ANDA requirements must contain data relating to product formulation,
raw material suppliers, stability, manufacturing, packaging, labeling and
quality control. Those subject to an ANDA under the Drug Price Competition and
Patent Term Restoration Act of 1984 (the "Waxman- Hatch Act") also must contain
bioequivalency data. Each product approval limits manufacturing to a
specifically identified site. Supplemental filings for approval to transfer
products from one manufacturing site to another also require review and
approval.
The Generic Drug Enforcement Act of 1992, which amended the FDC Act, gives
the FDA six ways to penalize anyone that engages in wrongdoing in connection
with the development or submission of an ANDA. The FDA can (1)permanently or
temporarily prohibit alleged wrongdoers from submitting or assisting in the
submission of an ANDA; (2) temporarily deny approval of, or suspend applications
to market, particular generic drugs; (3) suspend the distribution of all drugs
approved or developed pursuant to an invalid ANDA; (4) withdraw approval of an
ANDA; (5) seek civil penalties against the alleged wrongdoer, and (6)
significantly delay the approval of any pending ANDA from the same party. We
have never been the subject of an enforcement action under this or any similar
statute, but there can be no assurance that restrictions or fines will not be
imposed on us in the future.
INTELLECTUAL PROPERTY
We intend to apply for trademark protection wherever suitable for our
product names. We do not maintain any patents. We believe that trademarks and
other proprietary rights are important to our success and our competitive
position. We intend to pursue registrations for all of the trademarks associated
with our key products. We rely on common law trademark rights to protect our
unregistered trademarks. Common law trademark rights do not provide us with the
same level of protection as afforded by a United States federal registration of
a trademark. In addition, common law trademark rights are limited to the
geographic area in which the trademark is actually used. We intend to register
certain of our trademarks
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in foreign jurisdictions where our products are sold or distributed. However,
the protection available in such jurisdictions may not be as extensive as the
protection available to us in the United States.
A large number of individuals and commercial enterprises seek patent
protection for technologies, products and processes in fields related to our
area of product development. To the extent such efforts are successful, we may
be required to obtain licenses in order to accomplish certain of our product
strategies. There can be no assurance that such licenses will be available to us
or available on acceptable terms. Certain filed patents issued to developers of
diagnostic products may have potential applicability to our diagnostic
technology. There can be no assurance that we would prevail if a patent
infringement claim were to be asserted against us.
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ITEM 2. FINANCIAL INFORMATION. SELECTED FINANCIAL DATA
See Item 15. "Financial Statements and Exhibits" for the historical
financial statements of, and other financial information regarding, the Company.
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ITEM 3. PROPERTIES. FACILITIES AND EQUIPMENT
We entered into a ten-year lease with Advanced Diagnostics, Inc., a
Delaware corporation, in February 2000 for our principal executive offices in
South Plainfield, New Jersey, at a total annual rental expense of $132,000. Our
lease provides for the option to purchase the leased premises at anytime during
the term of the lease for a purchase price equal to 8,326,403 shares of our
common stock. Varges George, our Chief Executive Officer, is the sole director
and shareholder of Advanced Diagnostics, Inc. We believe that the terms of the
lease are at least as favorable as those that could have been obtained from an
unrelated third party.
We do not lease any office space other than our executive offices in South
Plainfield, New Jersey.
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ITEM 4. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The following table sets forth certain information with respect to beneficial
ownership of the Company's Common Stock as of May 18, 2000 by (i) each executive
officer of the Company, (ii) each director of the Company, (iii) certain key
employees, (iv) all directors, executive officers and key employees of the
Company as a group, and (v) each person known by the Company to be the
beneficial owner of more than five percent of the Common Stock.
Name of Beneficial Owner Amount Beneficially Owned Percent Beneficially Owned
- ------------------------ ------------------------- --------------------------
Varges George 13,947,487(1) 50.5%
- --------- ------------ -----
All present officers
and directors as a group
(1 person) 13,947,487 50.5%
- ----------
(1) Includes 12,947,487 shares of common stock held by Inamco Services
Corp., for which Mr. George is the sole shareholder and director.
Does not include 8,326,403 shares of common stock currently being held in
escrow pursuant to the Company's Lease Agreement, dated as of February 1, 2000,
between the Company and Advanced Diagnostics, Inc. The Lease Agreement provides
that the Company shall have the option to purchase the leased premises at any
time during the term of the lease for a total purchase price equal to 8,326,403
shares of common stock of the Company. Mr. George is the sole shareholder and
director of Advanced Diagnostics, Inc.
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ITEM 5. DIRECTORS AND EXECUTIVE OFFICERS.
The officers, directors and significant employees of Inamco International Corp.
are as follows:
Name Age Position
- ---- --- --------
Varges George 43 Chief Executive Officer, President, and Director
Dr. Padam C. Bansal 52 Vice President & Director, Pharmaceuticals
Dr. Dharam Couhan 58 Executive Director, Diagnostics
VARGES GEORGE
Varges George has been President, Chief Executive Officer and a Director
of the Company since February 2000. From 1987 to February 2000, Mr. George
served as President and Chief Executive Officer of Inamco Services Corp. (f/k/a
Inamco International Corporation). Mr. George received a Master of Business
Administration degree from the Siddarth Institute of Industry and Administration
of Bombay, India in 1981.
DR. PADAM C. BANSAL
Dr. Bansal has served as Vice President & Director, Pharmaceuticals since
February, 2000. From July 1995 to February 2000, Dr. Bansal served in various
capacities for Inamco Services Corp. (f/k/a Inamco International Corporation).
From 1989 to the present, Dr. Bansal has served as the President of American
Remedies, Inc., a private organization.
DR. DHARAM CHOUHAN
Dr. Chouhan has served as Executive Director, Diagnostics, for the Company
since April 2000. From 1990 toApril 2000, Dr. Chouhan served as President of
Chemipharma Associates, Inc. From 1971 -1990, Dr. Chouhan served in various
capacities at Ortho Diagnostic Systems, Division of Johnson & Johnson, India.
Dr. Chouhan received a PhD in 1970 from Bombay University, and a M..S. in
Chemistry from Madras University in 1963.
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ITEM 6. EXECUTIVE COMPENSATION SUMMARY OF CASH AND OTHER COMPENSATION
SUMMARY COMPENSATION TABLE The following table sets forth all compensation
earned by our Chief Executive Officer (the named executive officer) for services
rendered to us for the last three completed fiscal years.
Name Fiscal Year Cash Compensation Stock Compensation
- ---- ----------- ----------------- ------------------
Varges George 1999 - -
1998 - -
1997 - -
DIRECTORS' COMPENSATION
We do not pay our director for attendance at each meeting of our
directors. However, directors may be reimbursed for certain expenses in
connection with attendance at board and committee meetings.
EMPLOYMENT AGREEMENTS
In February 2000, we entered into an Employment Agreement with Varges
George, our President, Chief Executive Officer and Director, for a term of one
year. In consideration for Mr. George's services under the Employment Agreement,
the Employment Agreement provides for the issuance of 1,000,000 shares of common
stock to Mr. George upon the execution of the Employment Agreement.
CONSULTING AGREEMENTS
In February 2000, we entered into a Consulting Agreement with Royal
Capital Corp., for a term of two years. The Consulting Agreement provides that
Royal Capital shall provide corporate development services to the Company. The
Consulting Agreement further provides for the issuance of 1,000,000 shares of
common stock upon execution of the Consulting Agreement.
In February 2000, we entered into a Consulting Agreement with Isidor D.
Friedenberg, for a term of two years. The Consulting Agreement provides that Mr.
Friedenberg shall provide corporate development services to the Company. The
Consulting Agreement further provides for the issuance of 300,000 shares of
common stock to Mr. Friedenberg upon execution of the Consulting Agreement.
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ITEM 7. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
None.
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ITEM 8. LEGAL PROCEEDINGS.
We are not a party to any legal proceedings. Like other manufacturers,
distributors and retailers of products that are ingested, we face an inherent
risk of exposure to product liability claims in the event that, among other
things, the use of our products results in an injury. We intend to obtain
product liability coverage and general commercial liability coverage. There can
be no assurance that such insurance will continue to be available at a
reasonable cost, or if available, will be adequate to cover liabilities.
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ITEM 9. MARKET PRICE OF, AND DIVIDENDS ON THE REGISTRANT'S COMMON EQUITY AND
RELATED STOCKHOLDER MATTERS.
Our Common Stock is traded on the pink sheets under the symbol IICO. There
is no closing bid information available for our Common Stock during the year
ended December 31, 2000.
Such quotations reflect inter-dealer bids, without retail mark-up,
mark-down or commissions, and may not reflect actual transactions. As of May 17,
2000, the Common Stock was last traded at $0.88. As of May 5, 2000 there were 92
holders of record of our Common Stock. We have not declared or paid any cash
dividends on our Common Stock and we do not intend to declare or pay any cash
dividend in the foreseeable future. The payment of dividends, if any, is within
the discretion of the Board of Directors and will depend on our earnings, if
any, its capital requirements, and financial condition and such other factors as
the Board of Directors may consider.
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ITEM 10. RECENT SALES OF UNREGISTERED SECURITIES.
On March 16, 2000, a total of 14,386,097 shares of common stock were
issued to Inamco Services Corp. in exchange for equipment assets and our
purchase of the "Inamco International Corp." name. The equipment assets
including, but not limited to, stainless steel vats, medical measuring
instrument and medical product inventory. See "Item 1 - Business"
On March 16, 2000, a total of 1,000,000 shares of common stock were issued
Royal Capital Corp. for services rendered to the Company. See "Item 6 -
Consulting Agreements."
On March 16, 2000, a total of 1,000,000 shares of common stock were issued
to Varges George for services rendered to the Company. See "Item 6 - Employment
Agreements."
On March 16, 2000, a total of 300,000 shares of common stock were issued
to Isidor D. Friedenberg for services rendered to the Company. See "Item 6 -
Consulting Agreements."
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ITEM 11. DESCRIPTION OF REGISTRANT'S SECURITIES TO BE REGISTERED. Our authorized
capital stock consists of 50,000,000 shares of Common Stock, par value $0.001
per share (the "Common Stock"). As of May 5, 2000, there were issued and
outstanding 27,600,000 shares of Common Stock
COMMON STOCK The holders of Common Stock are entitled to one vote for each
share on all matters submitted to a vote of stockholders and do not have
cumulative voting rights. Accordingly, the holders of a majority of the stock
entitled to vote in any election of directors may elect all of the directors
standing for election. Subject to the preferences that may be applicable to any
then outstanding Preferred Stock, the holders of Common Stock will be entitled
to receive such dividends, if any, as may be declared by the Board from time to
time out of legally available funds. Upon the liquidation, dissolution, or
winding up of the Company, the holders of Common Stock will be entitled to share
ratably in all assets of the Company that are legally available for
distribution, after payment of all debts and other liabilities and subject to
the prior rights of holders of any preferred stock then outstanding. The holders
of Common Stock have no preemptive, subscription, redemption, or conversion
rights.
TRANSFER AGENT AND REGISTRAR The transfer agent and registrar for the Common
Stock is the InterWest Stock Transfer & Trust Company, Salt Lake City, Utah.
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ITEM 12. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
The By-laws provide that directors and officers shall be, and at the discretion
of the Board of Directors, non-officer employees may be, indemnified by the
Company to the fullest extent authorized by Delaware law, as it now exists or
may in the future be amended, against all expenses and liabilities reasonably
incurred in connection with service for or on behalf of the company and further
permits the advancing of expenses incurred in defending claims. This provision
does not alter a director's liability under the Federal securities laws. In
addition, this provision does not affect the availability of equitable remedies,
such as an injunction or recission, for breach of fiduciary duty.
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ITEM 13. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA.
The Financial Statements required by this Item 13 are set forth in Item 15. No
supplementary financial information is required.
21
ITEM 14. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
FINANCIAL DISCLOSURE.
In December 1999, our predecessor auditor, A.E. Bell, P.A., was replaced
and Sobel & Co., LLC was engaged as our independent certified public accountant.
The change in accountants was approved by the Board of Directors. Prior reports
of the predecessor auditors did not contain an adverse opinion or disclaimer of
opinion and were not qualified or modified as to uncertainty, audit scope or
accounting principles except for a modification that describes substantial doubt
surrounding our ability to continue as a going concern. During the two most
recent fiscal years and the subsequent interim period, there have not been any
disagreements with the predecessor auditors on any matter of accounting
principles or practices, financial statement disclosure or auditing scope or
procedure.
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ITEM 15. FINANCIAL STATEMENTS AND EXHIBITS.
(a) Independent Auditor's Report. Consolidated balance sheets as of
December 31, 1999 and 1998. Independent Auditor's Report dated April 4, 2000.
(b) Exhibits:
Exhibit Number Description
-------------- -----------
3.1 Certificate of Incorporation;
3.2(i) Certificate of Amendment of the Certificate of
Incorporation;
3.2(ii) Second Certificate of Amendment of the Certificate
of Incorporation;
3.3 By-laws;
4.1 Specimen Certificate of the Common Stock;(1)
10.1 Employment Agreement, dated February __ 2000, by and
between Inamco International Corp. and Varges
George;(1)
10.2 Consulting Agreement, dated February __ 2000, by and
between Inamco International Corp. and Royal Capital
Corp;(1)
10.3 Consulting Agreement, dated February __ 2000, by and
between Inamco International Corp. and Isadore
Friedenberg;(1)
10.4 Lease Agreement, dated February __ 2000, by and
between Inamco International Corp. and Advanced
Diagnostics, Inc.;(1)
10.5 Asset Acquisition Agreement, dated January 31, 2000,
by and between Inamco International Corporation and
Omni Assets, Inc.(1)
10.6 Acquisition Agreement, dated February __ 2000, by
and between Inamco International Corp. and Shoetech
USA;(1) and
10.7 Joint Venture Agreement, dated February __ 2000, by
and between Inamco International Corp. and Hebron
Leather Manufacturing and Exports, Ltd.(1)
- ----------
(1) to be filed by amendment
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SIGNATURES Pursuant to the requirements of Section 12 of the Securities
Exchange Act of 1934, the registrant has duly caused this registration statement
to be signed on its behalf by the undersigned, thereunto duly authorized.
INAMCO INTERNATIONAL CORP. Date: May 19, 2000
INAMCO INTERNATIONAL CORP.
By: /s/ Varges George
-------------------------
Varges George
President and Chief Executive Officer
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ITEM 15. FINANCIAL STATEMENTS
SOBEL & CO., L.L.C.
CERTIFIED PUBLIC ACCOUNTANTS
INDEPENDENT AUDITORS' REPORT
To the Stockholders and Board of Directors
Omni Assets, Inc.
South Plainfield, New Jersey
We have audited the accompanying balance sheet of Omni Assets, Inc. (a
development stage company) as of December 31, 1999, and the related statements
of operations, stockholders' deficiency and cash flows for the year ended
December 31, 1999 and for the period from inception (January 17, 1983) to
December 31, 1999. These financial statements are the responsibility of the
Company's management. Our responsibility is to express an opinion on these
financial statements based on our audit.
We conducted our audit in accordance with generally accepted auditing standards.
Those standards require that we plan and perform the audit to obtain reasonable
assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation.
We believe that our audit provides a reasonable basis for our opinion.
In our opinion, the financial statements referred to above present fairly, in
all material respects, the financial position of Omni Assets, Inc. (a
development stage company) as of December 31, 1999 and the results of its
operations and its cash flows for the year ended December 31, 1999 and for the
period from inception (January 17, 1983) to December 31, 1999 in conformity with
generally accepted accounting principles.
/s/ Sobel & Co., L.L.C.
Certified Public Accountants
April 4, 2000
-i-
OMNI ASSETS, INC.
(A DEVELOPMENT STAGE COMPANY)
BALANCE SHEET
DECEMBER 31, 1999
- --------------------------------------------------------------------------------
ASSETS
CURRENT ASSETS:
Cash $ -
OTHER ASSETS:
Deferred tax asset, net of
valuation allowance -
--------
$ -
========
LIABILITIES AND STOCKHOLDERS' DEFICIENCY
STOCKHOLDERS' DEFICIENCY:
Common stock, no par value 50,000,000 shares
authorized, 2,287,500 shares issued and
outstanding $ 13,500
Additional paid-in capital -
Deficit accumulated during the development stage (13,500)
--------
$ -
========
================================================================================
The accompanying notes are an integral part of these financial statements.
-ii-
OMNI ASSETS, INC.
(A DEVELOPMENT STAGE COMPANY)
BALANCE SHEET
DECEMBER 31, 1999
- --------------------------------------------------------------------------------
Year Ended
December January 17, 1983
31, to
1999 December 31, 1999
---------- -----------------
NET SALES $ - $ -
COST OF GOODS SOLD - -
GROSS PROFIT - -
COSTS AND EXPENSES:
Professional services - 13,500
------ ---------
NET LOSS BEFORE PROVISION FOR
INCOME TAXES - (13,500)
PROVISION FOR INCOME TAXES - -
------ --------
NET LOSS $ - $(13,500)
====== ========
================================================================================
The accompanying notes are an integral part of these financial statements.
-iii-
OMNI ASSETS, INC.
(A DEVELOPMENT STAGE COMPANY)
STATEMENTS OF OPERATIONS
- -------------------------------------------------------------------------------------------
Deficit
Accumulated
During the
Common Development
Stock Stage Total
-------------- ------------- --------
Issuance of shares of common stock
during fiscal year 1983, for
professional services rendered $ 2,000 $ - $ 2,000
Net loss for fiscal year 1983 - (2,000) (2,000)
------- ------ -------
Balance, December 31, 1983 2,000 (2,000) -
Issuance of shares of common
stock during the period ended
December 31, 1997 for cash 11,500 - 11,500
Net loss for period ended
December 31, 1997 - (11,500) (11,500)
Balance, December 31, 1997 13,500 (13,500) -
Net Income (Loss) for Period Ended
December 31, 1998 - - -
------- -------- --------
================================================================================
The accompanying notes are an integral part of these financial statements.
-iv-
OMNI ASSETS, INC.
(A DEVELOPMENT STAGE COMPANY)
STATEMENTS OF STOCKHOLDERS' DEFICIENCY
Balance at December 31, 1998 13,500 (13,500) -
Net Income (Loss) for Period Ended
December 31, 1999 - - -
-------- -------- --------
Balance at December 31, 1999 $13,500 $(13,500) $ -
======== ======== ========
================================================================================
The accompanying notes are an integral part of these financial statements.
-v-
Year Ended January 17, 1983
December 31, to
1999 December 31, 1999
----------- -----------------
CASH FLOWS PROVIDED BY
(USED FOR):
OPERATING ACTIVITIES:
Continuing operations:
Net loss $ - $(13,500)
Noncash items included in
net loss
Stock issued for professional
services rendered - 2,000
------ --------
Net Cash Used for
Operating Activities - (11,500)
------ --------
FINANCING ACTIVITIES:
Proceeds from issuance of stock for
cash - 11,500
------ --------
(DECREASE) INCREASE IN CASH - -
CASH AND CASH EQUIVALENTS:
Beginning of period - -
------ --------
End of period $ - $ -
====== ========
================================================================================
The accompanying notes are an integral part of these financial statements.
-vi-
OMNI ASSETS, INC.
(A DEVELOPMENT STAGE COMPANY)
NOTES TO FINANCIAL STATEMENTS
DECEMBER 31, 1999 AND 1998
NOTE 1 - ORGANIZATION:
Omni Assets, Inc. (the Company), a Delaware Corporation, is currently in the
development stage. At the time of its incorporation, the main purpose of the
Company was to operate as a financial consultant to other companies by assisting
them in management, mergers or acquisitions, and to arrange funding by either
the private sectors or by IPO of securities. During 1999, the Company began
negotiations to purchase the assets of Inamco International Corporation for
shares of the Company's common stock.
NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES:
Basis of Accounting:
The Company's policy is to prepare its financial statements on the accrual basis
of accounting.
Use of Estimates:
The preparation of financial statements in conformity with generally accepted
accounting principles requires the Company to make estimates and assumptions
that affect (a) the reported amounts of assets and liabilities, (2) disclosure
of contingent assets and liabilities at the date of the financial statements,
and (3) reported amounts of revenues and expenses during the reporting period.
Actual results could differ from those estimates.
Federal Income Taxes:
The Financial Accounting Standards Board issued Statement No. 109, "Accounting
for Income Taxes" (SFAS 109), which provides for the recognition of deferred tax
assets, net of an applicable valuation allowance related to net operating loss
carryforwards and certain temporary differences.
Cash and Cash Equivalents:
Cash equivalents are defined as all highly liquid investments with original
maturities of three months or less.
- --------------------------------------------------------------------------------
-vii- 6
OMNI ASSETS, INC.
(A DEVELOPMENT STAGE COMPANY)
NOTES TO FINANCIAL STATEMENTS
DECEMBER 31, 1999 AND 1998
NOTE 3 - DEVELOPMENT STAGE COMPANY:
The Company is a development stage company as defined in Financial Accounting
Standards Board Statement No. 7. It has yet to commence full-scale operations.
From inception through the date of these financial statements, the Company did
not have any revenues or earnings. At the current time, the Company has no
assets or liabilities.
The future success of the Company is dependent upon obtaining a viable and
successful business opportunity. In addition, management is still seeking
additional investment capital to support its entrance into a new business
venture and to provide the capital needed to operate.
- --------------------------------------------------------------------------------
-viii- 6
OMNI ASSETS, INC.
(A DEVELOPMENT STAGE COMPANY)
NOTES TO FINANCIAL STATEMENTS
DECEMBER 31, 1999 AND 1998
NOTE 4 - INCOME TAXES:
At December 31, 1999, the Company had available net operating loss deductions of
approximately $13,500. A valuation allowance of $13,500 has been recorded.
NOTE 5 - SUBSEQUENT EVENTS:
On January 31, 2000, the Company purchased the assets, including name, of Inamco
International Corporation for 14,386,097 shares of the Company's common stock.
The assets consisted primarily of manufacturing equipment with an appraised fair
market value of approximately $1,300,000 as of December 31, 1999.
The Company also entered into a lease for factory and office space in a facility
located in South Plainfield, New Jersey. The Company has an option to purchase
this 22,000 square foot newly remodeled and refitted manufacturing facility in
exchange for shares of the Company's common stock.
In February 2000, the Company entered into an Employment Agreement with Varges
George, the Company's President, Chief Executive Officer and Director, for a
term of one year. In consideration for Mr. George's services under the
Employment Agreement, the Employment Agreement provides for the issuance of
1,000,000 shares of common stock to Mr. George upon the execution of the
Employment Agreement.
In February 2000, the Company entered into a Consulting Agreement with Royal
Capital Corp., for a term of two years. The Consulting Agreement provides that
Royal Capital shall provide corporate development services to the Company. The
Consulting Agreement further provides for the issuance of 1,000,000 shares of
common stock upon execution of the Consulting Agreement.
In February 2000, the Company entered into a Consulting Agreement with Isidor D.
Friedenberg, for a term of two years. The Consulting Agreement provides that Mr.
Friedenberg shall provide corporate development services to the Company. The
Consulting Agreement further provides for the issuance of 300,000 shares of
common stock to Mr. Friedenberg upon execution of the Consulting Agreement.
- --------------------------------------------------------------------------------
-ix- 6