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 May 31, 2001
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 CORPORATION
(Name of Small Business Issuer)
Nevada 880398783
(State or Other (I.R.S. Employer
Jurisdiction of Identification
Incorporation or Number)
Organization)
One World Trade Center 8th floor 90831
Long Beach, CA (Zip Code)
Registrant's telephone number including area code: (866) 983-8177
PART I - FINANCIAL INFORMATION
Item 1. Financial Statements.
OMNINET MEDIA CORPORATION AND SUBSIDIARIES
CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
FOR THE NINE MONTHS ENDED
May 31, 2001
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
OMNINET MEDIA CORPORATION AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS
ASSETS
May 31 August 30,
2001 2000
Current Assets
Cash $ 6 $ 1,420
Prepaid expenses - 6,779
Total Current Assets - 8,199
Property and Equipment, net - 158,507
Other Assets
License agreement, net - 703,916
Other assets 6 2,796
Total Assets $ 12 $873,418
LIABILITIES AND STOCKHOLDERS' DEFICIT
Current Liabilities
Accounts payable and accrued expenses $772,105 $400,920
Current portion of note payable 19,000 642,000
Notes payable to related parties 3,090 623,956
Total Current Liabilities 794,195 1,666,876
Noncontrolling interest - ( 277,405)
Stockholders' Deficit
Preferred stock, $0.0001 par value;
10,000,000 shares authorized, no
shares issued and outstanding - -
Common stock, $0.0001 par value;
100,000,000 shares authorized;
44,857,299 and 45,317,679 shares
issued and outstanding, respectively 4,143 4,228
Additional paid in capital 1,799,251 1,759,262
Accumulated deficit (2,597,577) (2,279,543)
Total Stockholders' Deficit ( 794,183) ( 516,053)
Total Liabilities and Stockholders'
Deficit $ 12 $ 873,418
See accompanying summary of notes to unaudited condensed consolidated
financial statements.
OMNINET MEDIA CORPORATION AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
Three Months Ended May 31, Nine Months Ended May 31,
2001 2000 2001 2000
Expenses
Consulting 712,124 $ - $ 712,124 $ 6,000
General and
Administrative 15,650 - 15,650 43,428
Loss from Continuing
Operations ( 727,774) - ( 727,774) ( 49,428)
Discontinued
Operations 507,171 ( 315,703) 409,740 ( 561,394)
Net Loss $( 220,603) $ ( 315,703) ( 318,034) ( 610,822)
Net Loss Per
Common Share
Continuing
operations $( .016) $ - $( .016) $( .004)
Discontinued
operations .011 ( .028) .009 ( .050)
Net Loss $( .005) $ ( .028) $( .007) $( .054)
Weighted Average Number
Of Common Shares
Outstanding 45,285,489 11,260,748 45,428,248 11,260,748
See accompanying summary of notes to unaudited condensed consolidated
financial statements.
OMNINET MEDIA CORPORATION AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENT OF CASH FLOWS
Nine Months Ended May 31,
2001 2000
Cash Flows From Operating Activities
Net loss $ (318,034) $ (610,822)
Adjustment to reconcile net loss to
net cash provided by (used in)
operating activities:
Depreciation and amortization 24,423 406,195
Minority interest in net loss of
consolidated subsidiaries 304,140 ( 93,995)
Impairment loss on license agreements 61,916 -
Decrease in accounts receivable - (3,271)
Increase in inventory - (162,498)
Decrease in prepaid expenses 6,779 (4,639)
Decrease in security deposit 2,790 (2,790)
Increase in accounts payable and
accrued expenses 395,759 50,700
Net Cash Provided by (Used In)
Operating Activities 477,773 (421,120)
Cash Flows From Investing Activities
Disposal of property and equipment - 2,622
Disposal of business segement 82,679 -
Net Cash Provided by Investing
Activities 82,679 2,622
Cash Flows From Financing Activities
Proceeds from sale of common stock 40,000 -
Proceeds from notes payable 22,090 311,632
Reductions and reclassification
on notes payable (623,956) (30,464)
Capital contributed by shareholder - 37,560
Net Cash Provided by (Used In)
Financing Activities (561,866) 318,728
Net Decrease in Cash ( 1,414) (99,770)
Cash at beginning of period 1,420 99,770
Cash at end of period $ 6 $ -
See accompanying summary of notes to unaudited condensed consolidated
financial statements.
OMNINET MEDIA CORPORATION AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
1. Presentation of Interim Information
In the opinion of the management of OMNINET MEDIA CORPORATION
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 May 31,2001,
and the results of its operations and cash flows for
the nine months ended May 31, 2001 and 2000. 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
Nine months ended May 31,
2001 2000
Operating Activities:
Interest paid $ 110 $ -
==== ====
4. Going Concern
As shown in the accompanying financial statements, the
Company incurred net losses of $220,603 and $318,034 for the three
months and the nine months ended May 31, 2001. The
Company's current liabilities exceeded its current assets by
$794,189 and $1,658,677 at May 31, 2001 and August 31, 2000,
respectively. 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.
OMNINET MEDIA CORPORATION 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 and
nine months ended May 31, 2001, 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:
May 31, 2001 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%
OMNINET MEDIA CORPORATION 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 nine months ended May 31, 2001, is as follows:
Pro forma net loss $( 0)
Pro forma loss per share $( .000)
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. Disposal of Business Segement
On May 25, 2001, the Company rescinded the acquisition agreement with US/Ace
Security Laminate, Inc. a subsidiary, in which the Company maintained a 75.7%
ownership interest. The agreement provided for the return of 964,489 shares
of the Company's stock isued on October 10, 2000 with restrictions. In
addition, the Company will be responsible for the subsidiaries legal fees
pertaining to the transaction.
8. Subsequent Events
On June 1, 2001, the authorized common stock of the corporation changed to
One Hundred Million (100,000,000) shares par value $.0001, from Six Hundred
and Ninety Million (690,000,000) shares par value $.0001. The number of
authorized preferred shares remains at Ten Million (10,000,000) shares par
value $.0001.
On June 1, 2001, Meadpoint Investments entered into a Agreement to acquire
capital stock of the Corporation in a transaction not involving a public
offering as that term is used in Section 4(2) of the Securities Act of 1933,
as amended. The company issued Five Hundred and Thirty Five Thousand Four
Hundred and Seventy Nine (535,479) shares of restricted Common Stock to
Meadpoint Investments, $0.0001 par value ("Common Stock") of OmniNet Media
Corporation, in exchange for One Hundred and Twenty Thousand Seven Hundred
and Sixty Four Dollars and Fifty Nine Cents ($120,764.59).
On June 13, 2001 OmniNet Media Corporation and Lemura Pty Ltd. entered into
an Agreement pertaining to the sale of 100% of the company's wholly owned
subsidiary, Global Glass Guard. The Agreement calls for a 30-day due
diligence period secured with a $50,000 nonrefundable deposit paid to the
company from Lemura Pty Ltd. At the conclusion on the 30-day due diligence
period, the remainder of the $750,000 purchase price shall be paid. Lemura
Pty Ltd. will also issue the company 45,000,000 shares of Lemura Pty Ltd. On
July 13, 2001, the company granted Lemura a 30-day extension to complete its
due diligence.
On June 26th the company entered into a Stock Purchase Agreement with
Greystone Venture Partners LP. Greystone Venture Partners LP agrees to
tender up to Five Million USD ($5,000,000) to purchase free trading and
unencumbered common stock issued by the company pursuant to a private
placement memorandum, promulgated under the Securities Act of 1933 during a
period not to exceed 36 months proceeding effective registration of the
shares. Greystone Venture Partners LP agrees to purchase the shares in
traunche amounts equal to One Hundred and Fifty Percent of the 40-day average
daily trading volume, multiplied by the purchase price equal to Ninety
percent of the lowest bid price during an agreed upon 10-day trading period.
On July 10, 2001 OOS Holdings, Inc. agreed to acquire capital stock of the
Corporation in a transaction not involving a public offering as that term is
used in Section 4(2) of the Securities Act of 1933, as amended. The company
issued Nine Hundred Seventy Nine Thousand Forty Seven shares (979,047) of the
Common Stock, $0.0001 par value ("Common Stock") of OmniNet Media
Corporation, (ONMC) a Nevada corporation (the "Corporation".) in exchange
for Ninety Six Thousand Six Hundred and Twelve Dollars and Thirty Six Cents
($96,612.36).
On March 15, 2001, the company entered into Consulting Agreements with its
President/CEO, Don A. Steffens, and its Secretary, James A. Graves. On June
26, 2001 One Million Six Hundred Thousand shares (1,600,000) of the Common
Stock, $0.0001 par value of OmniNet Media Corporation., (ONMC) was issued to
Don A. Steffens as compensation for services rendered, and Nine Hundred
Thousand shares (900,000) of the Common Stock, $0.0001 par value of OmniNet
Media Corporation, (ONMC) was issued to James A. Graves as compensation for
services rendered, pursuant to the March 15, 2001 Consulting
Agreements.
ITEM 2. MANAGEMENTS DISCUSSION AND ANALYSIS OR PLAN OF OPERATION
OMNINET MEDIA CORPORATION 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 continuing 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 has received an equity line of credit to draw down up to
$5,000,000 Dollars over a 36 month period to use at the company's discretion.
The Company will continue to attempt to enter into arrangements to raise
additional funding 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.
The company's plan of operation will target the $15,000,000,000 promotional
market, and the $12,000,000,000 television advertising market by providing
both the retailer and National advertiser with a wireless, digital video,
Internet-enabled networked plasma displays for the purpose of disseminating
timely multi-media in-store advertising messages directly into the retail
environment to influence the shopper at the moment of decision. The Plasma
system consists of a large thin (up to 60 inch) display screen, a server, a
management workstation, display controller packaged in a low profile complete
stand alone wall or ceiling mounted systems. The company's proprietary
system, referred to as ADHERE system is a wireless point-of-purchase wide
area network management system capable of interacting with and influencing
consumers at their moment of purchase by marketing pertinent information and
product incentives via plasma display panels and can be configured in a
number of different ways depending upon the specific requirements of the
retailer.
Upon completion of months of diligent market research, the company has
concluded that its business model will focus on marketing its unique
advertising platform and promotional vehicle to both the National advertiser
and retailer. The company will market and supply a network of large plasma
display panels to the retailer for promotional and advertising messages. The
company will market this network of wireless plasma display panels, as
opposed to a large and complicated interactive kiosk unit, which requires
physical maintenance, individual configurations, servicing, and attention.
The plasma display screen advertising loops will be updated remotely via the
Internet, according to the National advertisers specifications, but will
remain non-interactive to the viewing public.
During March 2001, the company executed leases for the Offices at 3140
Venture Blvd, Las Vegas, Nevada and for its Executive and Marketing Offices
at One World Trade Center 8th Floor, Long Beach, California.
Global Glass Guard Inc., (3Gtm) a Nevada Corporation and wholly owned
subsidiary of OMNINET MEDIA CORPORATION, is in the final stages of completing
its unique proprietary adhesive process of the company's polyester-based
laminate film product line. The company intends to become a dominant
provider of safety and security laminate for glass protection.
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.
On March 3, 2001 the company received a complaint filed in San Diego,
California Superior Court, by J. Thomas Markham, a Media Communication firm.
The complaint alleges that OMNINET MEDIA CORPORATION, should pay J. Thomas
Markham 4.5 Million for advertising literature and other expenses. The
company believes the suit is without merit and is vigorously defending its
position.
ITEM 2. Changes in Securities.
The authorized common stock of the corporation has been changed to One
Hundred Million (100,000,000) shares par value $.0001, from Six Hundred and
Ninety Million (690,000,000) shares par value $.0001. The number of
authorized preferred shares remains at Ten Million (10,000,000) shares par
value $.0001.
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.
The shareholders approve the action that the Board of Directors rescind the
Business Combination Agreement, dated June 5, 2000, by and between U.S./ACE
Security Laminates, Inc., a Delaware Corporation and Ace Security Laminates
International, Inc. and OmniNet Media.Com, a Nevada Corporation, by March 31,
2001.
The shareholders approve the action that the Board of Directors change the
company's name to OmniNet Media Corporation from OmniNet Media.com, Inc.
The shareholders approve the action that the Board of Directors hereby elect
Steven Miotti as Director.
ITEM 5. Other Information.
ITEM 6. Exhibits And Reports On Form 8-K.
The registrant has filed four 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.
3. Form 8-K filed On May 25, 2001 an agreement was entered into by and
between OmniNet Media.com, Inc. and the prior majority shareholders of
U.S./Ace Security Laminates, Inc., a Delaware corporation, and Ace Security
Laminates International, Inc. by which a Business Combination Agreement dated
June 5, 2000 and all other agreements between the parties thereto were
rescinded in their entirety.
4. Form 8-K/A filed on May 15th, 2001 OmniNet Media Corporation and
International Business Corporation (IBM), through its division IBM Global
Services signed a Letter of Intent and agreed to engage in detailed
discussions concerning Web and e-business Hosting Development and Operational
Management, Business Process Design and Development, Information Technology
Management, and Strategic Outsourcing services that IBM may provide to
OmniNet Media Corporation.
On June 1, 2001, the Board of Directors approved the change of the name of
the Company from Omninet Media.Com Inc. to OmniNet Media Corporation. On June
4, 2001, a Certificate of Amendment of Certificate of Incorporation was filed
with the State of Nevada to affect this name change. The effect of this
agreement is to divest OmniNet of 1,928,978 shares of U.S./Ace Securities
Laminates, Inc. which were previously acquired by OmniNet from controlling
stockholders of U.S./Ace, and recover for cancellation 964,489 common shares
of OmniNet issued to the stockholders in the exchange.
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: July 23, 2001
______________________________________
By:/s/ Don A. Steffens, President