UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM 10/A

AMENDMENT NO. 1

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GENERAL FORM FOR REGISTRATION OF SECURITIES

PURSUANT TO SECTION 12(B) OR (G) OF THE SECURITIES EXCHANGE ACT OF 1934

COMMISSION FILE NUMBER 0-49824

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INAMCO INTERNATIONAL CORP.
(Exact name of registrant as specified in its charter)

DELAWARE 72-1359595
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)

801 MONTROSE AVE., SOUTH PLAINFIELD, NJ 07080
(Address of principal executive offices) (Zip Code)

(908) 754-4880
(Registrant's telephone number, including area code)

Securities to be registered pursuant to Section 12(g) of the Act:

Common Stock, $.00001 par value NASDAQ
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Title of each class to be so registered Name of each exchange on which each
class is to be registered

Securities to be registered pursuant to Section 12(b) of the Act: None

INAMCO INTERNATIONAL CORP.

INDEX
NO. PAGE
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Item 1. Business 3
Item 2. Selected Financial Information 10
Item 3. Management's Discussion And Analysis Of Financial Condition And Results Of
Operations 11
Item 4. Properties 17
Item 5. Security Ownership of Certain Beneficial Owners and Management 18
Item 6. Directors and Executive Officers 19
Item 7. Executive Compensation 20
Item 8. Certain Relationships and Related Transactions 20
Item 9. Legal Proceedings 22
Item 10. Market Price of and Dividends on the Registrant's Common Equity and Related
Stockholder Matters 22
Item 11. Recent Sales of Unregistered Securities 22
Item 12. Description of Registrant's Securities to be Registered 26
Item 13. Indemnification of Directors and Officers 27
Item 14. Financial Statements and Supplementary Data 27
Item 15. Changes in and Disagreements with Accountants on Accounting and Financial
Disclosures 28

Item 16. Financial Statements and Exhibits 29

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INFORMATION RELATING TO FORWARD-LOOKING STATEMENTS

This Form 10 includes statements that could be construed as
"forward-looking" in nature. For such statements, the safe harbor in the
Litigation Reform Act of 1995 is not applicable to the disclosures in this
document. Readers of the Form 10 are cautioned, not to place undue reliance
on these statements, which speak only as of the date on which they are
made. These statements involve a number of risks and uncertainties, which
include statements about the Company's strategy and
goals, and other statements that are not historical facts. Some of the
statements are preceded by the words "intends," "will," "plans," "expects,"
"anticipates," "estimates," "aims," and "believes" or similar words. The Company
undertakes no obligation to update publicly or revise any of these statements.
Actual events or results may differ materially from the Company's expectations.
Important factors that could cause actual results to differ materially from
those stated or implied by any statement include, but are not limited to, the
following: the ability to complete, if at all, within a reasonable time period;
future quarterly or annual financial results; the timing, success and cost of
research and development, and out-licensing endeavors.

ITEM 1. BUSINESS.

GENERAL DEVELOPMENT OF BUSINESS.

Inamco International Corp. ("Inamco", the "Company", "Registrant") was
incorporated in Delaware on January 17, 1993 originally as Omni Assets, Inc.
("Omni). Omni, at the time of its inception, was established to operate as a
financial consulting firm. Its clients were to be other companies that needed
assistance in management and mergers and/or acquisitions. Certain corporate
clientele would also need aid in the raising of capital by either the
introduction into the private sector or by the arrangement of certain kinds of
public offerings.

On October 26, 1999, Inamco International Corp., a Delaware
Corporation, being incorporated on the 18th day of October, 1999, merged with
Omni in a transaction solely for stock. Pursuant to the merger agreement, 1000
shares of Inamco were exchanged for 22,712,500 shares of Omni. Once the merger
was completed, Inamco terminated its corporate existence and, in February of
2000, the name of Omni Assets, Inc., was changed to Inamco International Corp.

The Company is a developmental stage corporation as defined in
Financial Accounting Standards Board Statement No.7, and is a non-operating
public shell, meaning it has not commenced full-scale operations and has
insignificant assets and liabilities. Since its inception, the Company has not
had any revenues or earnings, and the future success of the Company is dependent
on obtaining a viable business opportunity and/or merger candidate.

The Company's President and Chief Executive Officer, Mr. Varges George,
has orchestrated the general development of the Company's business since October
of 1999. Although the Company has yet to commence full-scale operations, its
primary focus has been to complete a future acquisition of an ongoing
pharmaceutical concern. It should be noted that Mr. George is also the president
and sole shareholder of Inamco Services Corp., a management company that owns
and operates two separate and wholly owned subsidiary companies: Medicos
Laboratories, Inc. and Advanced Diagnostics, Inc. (descriptions of which are
located elsewhere in this Form-10).

An earlier objective of the Company was to acquire Medicos
Laboratories, Inc. ("Medicos"), a company dedicated to the manufacture of
quality pharmaceuticals. An acquisition has not occurred, for the fact that
Medicos needed to complete certain business activities, including but not being
limited to, final construction of a lab area, and obtaining proper approvals and
licenses from the Food and Drug Administration (the "FDA"). The Company
anticipates that an acquisition of Medicos could be consummated by the end of
the third quarter of 2003, however there are certain risks, as explained in
other sections of this Form 10, associated to merging the Company and Medicos,
which could curtail and/or suspend any acquisition contemplated.

At present, the Company has never had any subsidiaries, and is
currently not the subject of, or engaged in, any bankruptcy, receivership or
similar proceedings. There has been no material reclassification, merger,

consolidation, or any acquisition or disposition of any material amount of
assets to or from the Company. The Company's common stock presently trades on
the over-the-counter pink sheets under the symbol IICO.PK

PLAN OF OPERATION.

FINANCIAL INFORMATION ABOUT SEGMENTS. The information required by this
section calls for a report on each segment, as defined by generally accepted
accounting principals, revenues from external customers, a measure of profit or
loss and total assets, as described by Regulation S-K (Subpart 229.101). The
Company must report this information for each of the last three fiscal years or
for as long as it has been in business, whichever period is shorter. The
information provided for this section does conform with generally accepted
accounting principals and is included in, and can be crossed referenced to our
audited financial statements.

NARRATIVE DESCRIPTION OF BUSINESS. At present, the Company has yet to
commence any operations, and does not own any intellectual properties
whatsoever. All future business is hypothetical and predicated on the successful
merger with an established pharmaceutical manufacturer.

The proper candidate will be an established pharmaceutical company
that presently manufactures and distributes certain generic over-the-counter
("OTC") drugs. The candidate will need to have the ability to manufacture
generic drugs whose equivalents are Actifed(R), Allerest(R), Anacin(R),
Co-Tylenol(R), Exlax(R), Sudafed(R), and NightQuil(R). The candidate will also
be in the position to produce other OTC drugs and/or "grand-fathered"
prescription medications.

Generic pharmaceuticals, as a whole, have the same chemical and
therapeutic properties as their brand-named counterparts. Although typically
less expensive, they are required to meet the same governmental standards as the
brand-named drug, 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.

Once a merger and/or acquisition has been consummated, Inamco will be
in a position to sell its products to distributors (both domestic and
international), hospitals, and large buying groups. The Food and Drug
Administration ("FDA") oversees the manufacture of both brand-name and generic
pharmaceuticals, and the production of these drugs is usually subject to:

(1) An approved New Drug Application ("NDA") which allows the medication to
state both its safety and effectiveness;
(2) Marketed under an NDA for safety only;
(3) Marketed without an NDA; or

(4) Marketed pursuant to over-the-counter monograph regulations.

For generic pharmaceuticals being manufactured for both safety and
effectiveness, prior to marketing, these drugs must undergo and pass an
Abbreviated New Drug Application ("ANDA"). The Company realizes that in order to
get approval from the FDA via an ANDA, all drug product applications will need
to include: data relating to product formulation, raw material suppliers,
stability information, manufacturing techniques, packaging, labeling, and
quality control information. Those drugs subject to an ANDA under the Drug Price
Competition and Patent Term Restoration Act of 1984 (the "Waxman-Hatch Act")
must also contain bio-equivalency data. Generics can also be marketed by
adhering to FDA enforcement policies, or be subject to an over-the-counter drug
review monograph process. At present, Inamco has not prepared or submitted any
ANDA applications; it is contemplated however that certain applications may be
submitted based on certain drugs that Inamco may manufacture once a merger is
consummated.

If a successful merger and acquisition is consummated, the Company
will be immediately subject to the following applicable regulations with respect
to all pharmaceuticals to be manufactured:

o Comply with Standard Operating Procedures and Good
Manufacturing Practices which include:
o The development of a drug formulation that matches the Brand
product that is to be reproduced (i.e. assay, content
uniformity, dissolution profiles, and stability)
o The manufacture of a pilot batch that will equal 1/10 the size
of the actual production batch
o Test and validate both the manufacture process and the drug
potency of the pilot batch o Generate stability data covering
a 3 month time frame in which a portion of the pilot batch
will be subjected to a constant temperature of 40 degrees
centigrade and 75% relative humidity
o Generate stability data covering a long-term time frame (12
months) in which a portion of the pilot batch will be
subjected to a constant temperature of 25 degrees centigrade
and a 60% relative humidity
o Upon successful stability studies for the 3 month time frame,
the product is ready for mass production and marketing o The
manufacture of 3 production sized batches in which the
manufacture process as well as drug potency will be tested and
validated
o Prepare and submit final documentation to State Formulary
committees, to obtain an approval from each State so that the
product may be reimbursed through insurance companies and
Medicaid.

Inamco will have also identified many different sourcing chemical
companies where raw materials will be purchased in bulk for the manufacture of
its generic pharmaceuticals. All raw chemicals needed are readily available;
however, it will be the Company's intention to always be conscious of pricing,

for certain chemical companies will give discounts when buying in bulk and
placing continual orders. Inamco will benefit from the fact that the
pharmaceutical industry is non-cyclical and the need for quality OTC drugs is
always present. At present, Inamco has not identified any sourcing chemical
companies where raw materials could be purchased however; the Company will begin
the process once a merger is consummated with a suitable candidate company.

A proper merger candidate will also have its good manufacturing
procedures ("GMP") certification issued by the FDA. This certification will then
allow Inamco to produce a complete retail line of OTC pharmaceuticals for
immediate sale to its future clientele. Coinciding with the expected revenues
generated, Inamco will also submit several different ANDA applications to the
FDA, so that it may manufacture certain prescription medication and add
considerable profit potential to its entire pharmaceutical operation. At
present, Inamco has no clientele or business operations and will rely on a
merger in order to generate future business, as well as a client list of
wholesalers and distributors.

It will be Inamco's future intention not to have a single customer or
group of customers comprising more than 20% of its revenue stream. The Company
will continue to add to its client base by tendering offers through certain
buying groups, municipalities, government agencies, and hospital and retail
distributors. This will ensure enough of a customer base, so that the loss of
any one client will not significantly affect the Company's revenue stream.

Since the Company has yet to begin any operations, it has no backlogged
orders or government contracts subject to renegotiation or termination. At
present the Company has no competition as well. It is contemplated, however that
if a merger and acquisition is successful, the Company will have competition
with other manufacturers of generic pharmaceuticals. These competitors will
probably have substantially greater capital resources than Inamco, as well as
seasoned sales and marketing teams in place. It is the Company's belief that its
primary competition will come from Alpharma, Inc., Barr Laboratories, Inc., and
Geneva Pharmaceuticals, Inc., for these companies are generic pharmaceutical
manufacturers.

Inamco has not spent any monies on company-sponsored research and
development activities, and there are no plans to do so in the foreseeable
future. Once a merger and acquisition is consummated, the Company will be in
compliance with all federal, state and local provisions with respect to the
manufacture of generic pharmaceuticals. The FDA will oversee and enforce
compliance for good manufacturing practices, and the Company's facility will be
located in a properly zoned manufacturing area.

RISKS INHERENT IN A DEVELOPMENT STAGE COMPANY. The Company was
incorporated in Delaware on January 17, 1993 originally as Omni Assets, Inc. On
October 26, 1999, Inamco International Corp., a Delaware Corporation being
incorporated on the 18th day of October 1999, merged with Omni in a transaction
solely for stock. In February of 2000, the name of Omni was changed to Inamco

International Corp. Since the Company's inception, it has been engaged almost
exclusively in organizational activities and has just recently begun the search
for a pharmaceutical merger candidate, so that it may enter into the generic
pharmaceutical manufacturing arena. Accordingly, as a transitional development
stage company, the Company has had no operating history upon which an evaluation
of the Company's prospects can be determined. Consequently, the likelihood of
success of the Company must be considered in view of all of the risks, expenses
and delays inherent in the establishment of a new business, including, but not
being limited to, expenses and delays of an ongoing business that has commenced,
slower than anticipated manufacturing and marketing activities, the uncertainty
of market assimilation of the Company's product and other unforeseen factors.

RISKS RELATING TO A MERGER. It must noted that the Company has not
identified a suitable merger candidate to date, and no assurance can be made
that a candidate will ever be found. Accordingly, the likelihood that the
Company may merge with an ongoing pharmaceutical company must be considered in
view of all of the risks, expenses and delays inherent to a merger, including,
but not being limited to, expenses, agreements and delays of merging one
business with another, due diligence compilation, shareholder approval,
regulatory approval, legal and accounting reviews, and any other unforeseen
factors that are to effect the Company's ability to merge with a pharmaceutical
concern.

NO OPERATING HISTORY; LOSSES. The Company has had no business
operations and no prior operating history. The Company anticipates that it will
continue to incur losses and generate negative cash flow once a merger and
acquisition has been consummated. At this time, the Company has no revenues; and
there is no assurance that the Company will ever have revenues or be profitable
or achieve positive cash flow from operations. Since October of 1999, the
Company has incurred a total loss of $13,425.

DEPENDENCE UPON KEY PERSONNEL. The success of the Company depends, in
part, upon the successful performance of its president and secretary, Mr. Varges
George. The Company had entered into a one year comprehensive employment
contract with Mr. George dated October 27, 1999. The contract engaged Mr. George
to provide exclusive services to the Company for one million shares of Inamco
stock (a copy of the Agreement is attached hereto). If a merger is consummated,
the Company intends to employ additional qualified executives, employees and
consultants having significant experience delivering the business expertise
needed. In the interim, if Mr. George should fail to perform any of the duties
undertaken by him for any reason whatsoever, the ability of the Company to find
a merger candidate so that the Company may begin to manufacture, market and
distribute pharmaceutical products, could be adversely affected. The Company may
seek in the future to secure and maintain key man insurance on Mr. George; there
is no assurance, however, that such insurance will in fact be obtained.
Moreover, the Company believes there are available qualified managerial and
other personnel in sufficient numbers to properly staff the facilities and
offices of the Company, but there can be no assurance that the Company will be
able to attract sufficient qualified personnel.

REGULATION. The Company, as well as all participants in the generic
over the counter pharmaceutical industry, must comply with the rules and
regulations of the Food and Drug Administration. ("FDA"). The manufacture of
generic drugs is governed by FDA regulations and protocols. Such regulations and
protocols are subject to change. Therefore, the Company's approach to
certification, if a merger should occur, may require modifications to adjust for
future regulatory change. Furthermore, the Company's future activities (although
less intense than more established pharmaceutical manufacturers who are
principally engaged in the manufacture of controlled drug products) are subject
to extensive regulation not only by the FDA, but comparable state regulatory and
foreign health authorities.

AUDITED REVIEW OF FINANCIAL INFORMATION. The financial information for
the Company, provided herein, has been reviewed and audited by a certified
public accountant, and can be found in Item 2. SELECTED FINANCIAL STATEMENTS,
and Item 13. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA. The presentation of
such information is in compliance with generally accepted accounting principles.

GENERAL BUSINESS CONDITIONS. The business operations of the Company may
be adversely affected by the economic and business factors to which businesses
generally are subject, many of which are beyond the control of the Company.

COMPETITION. If a merger should occur between the Company and a
pharmaceutical concern, it is the Company's belief that there are manufacturing
entities that currently offer products and services similar to those to be
proposed by the Company. These entities may have greater financial and personnel
resources than the Company. Manufacture and use of generic over the counter
("OTC") drugs throughout the United States is on the increase. The generic OTC
manufacturing industry, in general, is dominated by a small number of companies,
which are well known to the public. The Company believes that as a manufacturer
of a broad-based generic drug line, it will be able to compete with the better
known brands of OTC generic drugs. Although it is the Company's belief, that
once a merger is consummated, it could be favorably positioned to compete in
this market niche, there can be no assurance that other competing entities
currently operating in the Company's proposed regional areas, or that may open
in the future in these regions, will not adversely affect the Company's
profitability.

POTENTIAL CONFLICT OF INTEREST OF THE COMPANY'S PRESIDENT. Mr. Varges
George is currently the president; and majority shareholder of Inamco Services
Corp. which is totally independent from, and should not be confused with Inamco
International Corp. This management company owns and operates two separate and
wholly owned subsidiary companies, one of which is a generic pharmaceutical
manufacturer, Medicos Laboratories, Inc. ("Medicos"). Medico operates primarily
as a laboratory engaged in the development and manufacture of non-prescription
generic drugs. Among the products being produced are: clinical chemical
reagents, tablets, chewable tablets, capsules, liquids and powders. It should be
noted that if Inamco International Corp. should acquire and/or merge with
another pharmaceutical company other than Medicos Laboratories Inc., there would
be a conflict of interest resulting form Mr. George's 100% ownership in Medicos

and his majority ownership in Inamco International Corp. If this should occur,
it will be the legal responsibility of Mr. George to properly relinquish one of
his executive roles, as well as any equity ownership, within one of the
competing companies.

EFFECTS ON THE FLUCTUATION OF COSTS AND AVAILABILITY OF RAW MATERIALS.
If a merger is to occur, the Company intends to purchase premium grade raw
materials for use in its generic drug manufacturing enterprise. Such unprocessed
natural products will be obtained from third party sources and manufacturing
sub-contractors. The price and availability of these raw materials are subject
to numerous factors not within the Company's control including: weather
conditions, policies of foreign countries and/or trade restrictions as well as
the status of the worldwide demand for generic drug ingredients. In the event
the Company cannot timely acquire its raw materials from third party entities,
the Company's ability to ship its products and service to its targeted markets
on a timely basis, if at all, would be negatively affected.

RELIANCE ON OUTSIDE SUPPLIERS. After a merger, the Company intends to
purchase its raw materials and supplies from independent sources. It will remain
dependent upon such outside sources for all of its unprocessed natural products.
There can be no assurance that these sources will be able to provide adequately
for the future needs to the Company. In the event that any of the Company's
future suppliers should suffer quality control problems, lack of raw materials
or financial difficulties, the Company would be required to find alternative
sources for its product lines. The likelihood that the Company could identify a
broad base of alternatives sources is good. The time lost in seeking and
acquiring additional and newer sources, however could adversely affect the
Company's future revenues and profitability.

PRODUCT LIABILITY. The testing, marketing and sale of 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 the Company. Inamco may incur product liability due to product failure
or improper use of products by the user. The Company intends to obtain product
liability insurance that should be adequate for future operations. There can be
no assurance, however, that the amount of insurance, once obtained, will be
sufficient to fully insure against claims that may be made against the Company.
At present, the Company has not prepared or submitted any applications to the
Food and Drug Administration with respect to testing, marketing, or the sale of
generic pharmaceuticals; it is contemplated however that certain applications
may be submitted based on certain drugs that the Company may manufacture once a
merger is consummated. Once applications are submitted, the Company cannot state
when approvals will be had, if ever.

THE GENERIC DRUG ENFORCEMENT ACT OF 1992. Which was amended to the FDC
Act, gives the FDA six ways to penalize any entity that engages in wrongdoing
with respect to the development and/or manufacture of a generic drug, or the
purposefully faulty submission of an ANDA, which include, but are not limited
to:

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; and/or

6) Significantly delay the approval of any pending ANDA from the
same party.

At present, the Company has never been the subject of any enforcement action by
the FDA (and/or otherwise), and it is the intention of the Company to acquire a
pharmaceutical entity that itself has had no previous problems with the FDA.
There can be no assurances, however, that restrictions and/or fines will not be
imposed on Inamco in the future.

AVAILABLE INFORMATION. Inamco has filed a Form-10 registration
statement(s) under the Securities Act of 1933 since its acquisition of Omni
Assets, Inc., on October 26, 1999. However, any statements, including this
amended "Form-10", may be viewed by contacting the Securities and Exchange
Commission, Public Reference Room, located at 450 Fifth Street, N.W.,
Washington, D.C. 20549. 1-800-SEC-0330.

REPORTS TO SECURITY HOLDERS. To date, Inamco has not provided any
annual reports to securities holders since its acquisition of Omni Assets, Inc.,
on October 26, 1999. An annual report, that will contain financial information
examined by a certified public accountant, will be made available to securities
holders and the general public as mandated by the SEC and stock exchange rules
and regulations.

ENFORCEABILITY OF CIVIL LIABILITIES AGAINST FOREIGN PERSONS. Inamco is
not a foreign private issuer filing any registration statements under the
Securities Act of 1933.

ITEM 2. SELECTED FINANCIAL INFORMATION.

Reference is made to Selected Financial Information in "Item 14.
FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA" included elsewhere in this Form 10.

ITEM 3. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS.

You should read the following discussion and analysis in conjunction
with the Company's "Financial Statements and Supplementary Data" included
elsewhere in this Form 10.

At present, the Company has yet to commence any operations, and does
not own any intellectual properties whatsoever. The Company is in the
development stage as defined in Financial Accounting Standards Board Statement
No.7, and is a non-operating public shell, meaning it has not commenced
full-scale operations and has insignificant assets and liabilities. Since its
inception, the Company has not had any revenues or earnings, and all future
business is hypothetical and predicated on the successful merger with an
established pharmaceutical manufacturer.

CRITICAL ACCOUNTING POLICIES AND MANAGEMENT ESTIMATES

It cannot be assured that the Company will have any accounting policies
and/or management estimates, based off of actual business operations, in the
foreseeable future. The initiation of these practices will only begin once a
successful merger with an established pharmaceutical manufacturer has been had.
However, the Securities and Exchange Commission defines critical accounting
policies as those that are, in management's view, most important to the
portrayal of the company's financial condition and results of operations and
most demanding of their judgment. Our discussion and analysis of our financial
condition and results of operations are based upon our consolidated financial
statements, which have been prepared in accordance with accounting principles
generally accepted in the US. The preparation of these financial statements
requires us to make estimates and judgments that affect the reported amounts of
assets, liabilities, revenues and expenses. We base our estimates upon
historical experience and on various other assumptions that are believed to be
reasonable under the circumstances, the results of which form the basis for
making judgments about the carrying values of assets and liabilities that are
not readily apparent from other sources. Actual results may differ from these
estimates under different assumptions or conditions. If the Company should merge
with an existing pharmaceutical company, our accounting policies will include:

Revenue Recognition. Our revenue recognition policies will be in
accordance with the Securities and Exchange Commission Staff Accounting Bulletin
(SAB) 101, Revenue Recognition in Financial Statements. SAB 101 provides
guidance related to revenue recognition based on the interpretations and
practices developed by the Securities and Exchange Commission. Some of our
future pharmaceutical manufacturing agreements may contain multiple elements,
including "downstream milestones" and royalty obligations.

If revenues are to occur from "milestones", cash flow is recognized when
earned, as evidenced by written acknowledgment from our collaborator, provided
that (i) the milestone event is substantive and its achievability was not
reasonably assured at the inception of the agreement, and (ii) our performance
obligations after the milestone achievement will continue to be funded by our
collaborator at a comparable level to, or before the milestone achievement. If

both of these criteria are not met, the milestone payment can be recognized over
the remaining minimum period of our performance obligations under the agreement.
If upfront fees are to be negotiated in any future contracts, they can be
recognized over a period of time relative to the services to be provided.
Goodwill and Intangibles. Purchase accounting requires accounting
estimates and judgments to allocate the purchase price of any future acquisition
to the fair market value of the assets and liabilities purchased. Any future
acquired technology can be amortized over its useful life. The estimated useful
life can be determined based on an analysis, as of any acquisition date, of
conditions in, and the economic outlook for, the pharmaceutical industries and
the patent life of that specific technology. As with any intangible asset, we
will evaluate the value of the technology and, if necessary, we will have a
future write-down of the carrying value of the technology. If it should be
determined that any technology has become impaired, that may accelerate the
amortization of any technology if it should be deemed that its life has been
shortened.

Income Taxes. At present, the Company has yet to commence any
operations, and does not own any intellectual properties whatsoever. Since its
inception, the Company has not had any revenues or earnings however, it is
contemplated that once business operations begin, we could record a valuation
allowance, in order to reduce our deferred tax assets. More consideration on
future taxable income and feasible tax planning strategies in assessing the need
for a valuation allowance will be had once a successful merger is completed.

The above is not intended to be a comprehensive list of all or any of
our present or future accounting policies. In many cases, the accounting
treatment of a particular transaction is specifically dictated by generally
accepted accounting principles, with no need for management's judgment in their
application. There are also areas in which management's judgment in selecting
any available alternative would not produce a materially different result. See
our audited consolidated financial statements and notes thereto in this Report
on Form 10 which contain accounting policies and other disclosures required by
generally accepted accounting principles.

OVERVIEW

As explained in previous portions of this Form 10, Inamco
International Corp. ("Inamco", the "Company", "Registrant") was incorporated in
Delaware on January 17, 1993 originally as Omni Assets, Inc. ("Omni). Omni, at
the time of its inception, was established to operate as a financial consultant.
Its clients were to be other companies that needed assistance in management,
mergers and/or acquisitions, as well as the arrangement of financing, by either
the introduction of the client into the private sector or by arranging a public
offering, with investment banking concerns, on the clients behalf.

In September of 1999, negotiations between Mr. Varges George, the
president of Inamco Services Corp., and the directors and majority shareholders
of Omni began. All collaborations between the parties focused upon an entity, to
be owned by Mr. George, successfully merging with Omni. There was also a mutual
understanding between the parties that Royal Capital Corp. ("Royal"), a
consulting company to be retained, would act as a consultant and familiarize
itself with the merger between the two companies.

On October 26, 1999, Inamco International Corp., a Delaware Corporation
being incorporated on the 18th day of October 1999, and being exclusively owned
by Mr. George, merged with Omni in a transaction solely for stock. Pursuant to
the merger agreement, 1000 shares of Inamco International Corp., were exchanged
for 22,712,500 shares of Omni. Once the merger was completed, Inamco
International Corp., terminated its corporate existence and, in February of
2000, the name of Omni was changed to Inamco International Corp.

In October of 1999, a formal agreement was entered into with Royal.
This agreement paid Royal for consultation services connected with the merger of
the two companies. In consideration for those services, Inamco agreed to pay
1,355,365 shares of its restricted common stock to Royal and/or it designees.

In January of 2000, preliminary steps were taken to measure the
feasibility of a merger and/or acquisition of Medicos Laboratories, Inc.
("Medicos") by Inamco. Medicos, being a generic pharmaceutical manufacturing
company, that is also exclusively owned by Mr. Varges George, was deemed to be
too much in its infancy stage to be a realistic merger candidate. It did not
have all of its laboratory equipment, proper FDA and Good Manufacturing
Procedures certification(s), and/or any revenue producing contractual
agreements. It was recommended that any arrangements to merge the two companies
be halted, until such time, if any, that Medicos could become an operational
pharmaceutical concern.

In February of 2000, the Company entered into a collaborative agreement
with Royal, so that Royal could provide certain services to Inamco on a
non-exclusive and best efforts basis. Royal contracted to familiarize itself
with the business operations, prospects and management of Inamco, and make
certain recommendations in order to enhance the marketing of any future
products. In consideration of the foregoing, Inamco immediately agreed to tender
a total of 1,000,000 shares of its common stock to Royal and/or its designees.

In March of 2000, Inamco began to compensate Royal, as per their
contractual obligations. In the month of March, Inamco issued a total of
1,170,000 restricted common shares to Royal and/or their assigns.

In May of 2000, Inamco continued their compensation to Royal with an
additional issuance of 1,000,000 shares of restricted common stock to Royal
and/or their assigns.

In November of 2000, Inamco finalized the compensation to Royal with a
final issuance of 185,365 shares of restricted common stock to Royal and/or
their assigns.

The Company began to initiate certain internal business procedures by
retaining the services of a lawyer and the consulting services of an investment
banker. The Company agreed to issue 25,000 and 68,245 shares of restricted
common stock, respectably, to each. For legal services rendered, shares were
issued in May of 2000, and in November of 2000, shares were issued for
consultation services (descriptions of which can be found in other sections of
this Form-10).

Since the Company's inception, the ability to achieve and identify
certain goals or objectives has been dependent upon many factors, some of which
are out of the Company's control. The ability of the Company to merge with an
operating pharmaceutical company will depend upon many factors, including the
identification of a proper merger candidate, the size of any future
collaborations, the success rate of future marketing strategies, and general and
industry-specific economic conditions which may affect any and all future
business expenditures. As a consequence, the likelihood of the Company to
produce any revenues in the future is dependent solely on a merger and/or
acquisition, the success of which may never be achieved.

YEAR ENDED DECEMBER 31, 2001 COMPARED TO THE YEAR ENDED DECEMBER 31, 2000

Revenues. We recorded no revenues for this time frame, and you should
read the following in conjunction with the Company's "Financial Statements and
Supplementary Data" included elsewhere in this Form 10.
Research and Development Expenses. There has been no Research and
development expenses, and the following should be read with the Company's
"Financial Statements and Supplementary Data" included elsewhere in this Form
10.

General and Administrative Expenses. General and administrative expenses
decreased $11,847 to $525 for the year ended December 31, 2001 from $12,372 for
the year ended December 31, 2000. The decrease was a result of the completion of
the merger as explained in other sections of this Form 10. General and
administrative expenses for Inamco consist primarily of professional fees and
other general corporate expenses. We expect that our general and administrative
expenses will increase to support our growth and requirements as a public
company.

Amortization of Deferred Compensation. There has been no Amortization of
Deferred Compensation for the Company, and the following should be read with the
"Financial Statements and Supplementary Data" included elsewhere in this Form
10.

Interest Income. Interest income was nominal for the year ended December
31, 2001 and the year ended December 31, 2000. This was due to a nominal cash
balance that did not exceed $350, at any given time, within the Company's
primary corporate account.

Interest Expense. Interest expense was nominal for the year ended
December 31, 2001 and the year ended December 31, 2000. This was due to a
nominal cash balance that did not exceed $350, at any given time, within the
Company's primary corporate account.

Gain on Investment. We recorded no Gains on Investment for this time
frame, for the Company does not own any long-term or short-term liquid financial
instruments, and you should read the following in conjunction with the Company's
"Financial Statements and Supplementary Data" included elsewhere in this Form
10.

Other Income. We reported no Other Income for this time frame, and you
should read the following in conjunction with the Company's "Financial
Statements and Supplementary Data" included elsewhere in this Form 10.

Non-Cash Preferred Stock Charge. We recorded no non-cash preferred stock
charge for this time frame, and you should read the following in conjunction
with the Company's "Financial Statements and Supplementary Data" included
elsewhere in this Form 10.

YEAR ENDED DECEMBER 31, 2000 COMPARED TO THE YEAR ENDED DECEMBER 31, 1999

General and Administrative Expenses. General and administrative expenses
increased by $12,372 for the year ended December 31, 2000. The increase was a
result of expenses stemming from the merger activities as explained in other
sections of this Form 10. We expect that our general and administrative expenses
will increase to support our growth and requirements as a public company.

Interest Income. Interest income was nominal for the year ended December
31, 2000 and the year ended December 31, 1999. This was due to a nominal cash
balance that did not exceed $350, at any given time, within the Company's
primary corporate account.

Interest Expense. Interest expense was nominal for the year ended
December 31, 2000 and the year ended December 31, 1999. This was due to a
nominal cash balance that did not exceed $350, at any given time, within the
Company's primary corporate account.

LIQUIDITY AND CAPITAL RESOURCES

Liquidity refers to our ability to generate adequate amounts of cash to
meet our needs. We have been generating the cash necessary to fund our
operations from continual loans from the president and chief operating officer
of the Company, Mr. Varges George. We have incurred a loss in each year since
inception, and we expect to incur substantial losses for at least the next
several years. We expect that losses may fluctuate, and that such fluctuations
may be substantial. As of December 31, 2001, we had an accumulated deficit of
$26,397. Our accumulated deficit is the result of expenses incurred in
connection with our general and administrative costs, as well as the cost to
support the growth and requirements as a public company.

Potential immediate sources of liquidity are the continual loans from
Mr. George. Another potential source of liquidity is the sale of restricted
shares of our common stock.

As of December 31, 2001, we had $38 in cash compared to $343 in cash as
of December 31, 2000. The decrease of $305 is primarily attributable to the
expenses associated to supporting the needs of a public company.

Net cash used in operating activities was approximately $525 during the
year ended December 31, 2001. The primary use of cash for the year ended
December 31, 2001 was to fund general and administrative costs, as well as the
cost to support the growth and requirements as a public company. Our net loss in
the period, adjusted for non-cash expenses, amortization, and changes in
operating assets and liabilities. Net cash used in operating activities was
approximately $12,372 during the year ended December 31, 2000. The primary use
of cash was to fund our merger activities as explained in other sections of this
Form 10.

Net cash provided by loans from Mr. George was approximately $220 during
the year ended December 31, 2001. Net cash proceeds from loans by Mr. George
were $12,372 during the year ended December 31, 2000.

Since the Company is in the development stage as defined in Financial
Accounting Standards Board Statement No.7, and is a non-operating public shell,
meaning it has not commenced full-scale operations and has insignificant assets
and liabilities, we presently share an address with Inamco Services, Corp. At
present, the Company has no lease and pays no rent; our address is 801 Montrose
Avenue, South Plainfield, New Jersey, 07080.

Based on the possibility of a merger between Inamco and a pharmaceutical
company, we would expect to hire between 35 to 50 employees, primarily research
scientists and development staff. This is based off of the average industry
standard for a generic pharmaceutical company and the amount of employees that
they employ. While we believe that our current capital resources and anticipated
cash flows from a merger will not be sufficient to meet any future capital
requirements, we understand that additional financing will be needed. The
estimated length of time current cash and available borrowings will sustain our
operations is based on estimates and assumptions we have made. These estimates
and assumptions are subject to change at any time. We cannot assure you that
adequate funding will be available to us or, if available, that such funding
will be available on acceptable terms. Any shortfall in funding could result in
the curtailment of any merger activities.

INCOME TAXES

As of December 31, 2001, we had approximately $525 of net operating
losses for federal income tax purposes. These amounts reflect different
treatment of expenses for tax reporting than is used for financial reporting.
United States tax law contains provisions that may limit our ability to use net
operating losses in any year, or if there has been a significant ownership
change. Any future significant ownership change may limit the use of our net
operating losses.

QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.

The Company is not exposed to any market risk due to the fact that it
does not own any risk sensitive instruments; all cash is used solely for the
purpose of maintaining a minimum balance within a corporate bank account and the
fluctuations that interest rates play on that cash is immaterial.

ITEM 4. PROPERTIES.

The Company presently does not have any assets or liabilities,
including any property or long-term lease agreements. It is the understanding of
the Company's president, that if Inamco is able to consummate a merger and/or
acquisition of a pharmaceutical company, that future company will have
facilities suitable enough for the research and development, manufacture, and
warehousing of generic medicines.

ITEM 5. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT.

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS.

As of May 9th, 2002, the Company had a total number of shares
outstanding equal to Twenty Seven Million Six Hundred Thousand (27,600,000). The
following table provides information pertaining to owners of more than five
percent of any class of the Company's voting stock.

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

Common A Inamco Services Corp.* 12,947,487 46.91%
801 Montrose Ave.
South Plainfield, NJ 07080

Common A Advanced Diagnostics Inc.* 8,326,403 30.17%
801 Montrose Ave.
South Plainfield, NJ 07080

* It should be noted that Mr. Varges George is the sole shareholder and owner of
Inamco Services Corp., and Advanced Diagnostics Inc., as described above.
Accordingly, Mr. George has direct control and ownership of 21,273,890 shares of
common stock, which represents approximately 77.07% of the Company's outstanding
common shares (this does not take into consideration shares owned personally by
Mr. George, as explained below).

SECURITY OWNERSHIP OF MANAGEMENT.

As of May 9th, 2002, the Company had a total number of shares
outstanding equal to Twenty Seven Million Six Hundred Thousand (27,600,000). The
following table provides information pertaining to shares beneficially owned by
all directors and nominees.

- -------------------------------------------------------------------------------------------------------------
(1) (2) (3) (4)
Title of Class Name and Position Amount and Nature Percentage of
of Beneficial Owner of Beneficial Owner Ownership
- -------------------------------------------------------------------------------------------------------------

Common A Varges George* 1,000,000 3.62%
President/Secretary

* Taking into consideration that Mr. Varges George is the sole shareholder of
Inamco Services Corp., and Advanced Diagnostics Inc., it should be noted, that
with the addition of Mr. George's personal shares received as employment
compensation, and described in other sections of this Form 10, he has direct
control of a total of 22,273,890 shares of common stock, which represents
approximately 80.70% of the Company's outstanding common shares.

ITEM 6. DIRECTORS AND EXECUTIVE OFFICERS.

IDENTIFICATION OF DIRECTORS.

At present, Inamco has not nominated or chosen anyone to become a
director of the Company.

IDENTIFICATION OF EXECUTIVE OFFICERS.

At present, Mr. Varges George, age 45, is the sole executive to the
Company. He serves in the capacity of both president and secretary. He has been
the sole executive of the Company since the acquisition of Omni Assets, Inc. by
the Company on October 26, 1999. At present, Mr. George has no arrangements or
understandings between he and any other parties with respect to the Company
except those that are stated herein.

IDENTIFICATION OF CERTAIN SIGNIFICANT EMPLOYEES.

At present, the Company has no employees or understanding with any
persons acting as production managers, sales managers, or research scientists
who are in any way associated with Inamco.

FAMILY RELATIONSHIPS.

There are no relationships between family members of the sole executive
and the Company.

BUSINESS EXPERIENCE.

For the past 10 years, Mr. Varges George has been the president; and
sole shareholder of Inamco Services Corp., a management company that owns and
operates two separate and distinct companies: Medicos Laboratories, Inc. and
Advanced Diagnostics, Inc., descriptions of which are as follows:

MEDICOS LABORATORIES, INC. operates primarily as a laboratory engaged
in the development and manufacture of non-prescription generic drugs. Among the
products being produced are: clinical chemical reagents, tablets, chewable
tablets, capsules, liquids and powders.

ADVANCED DIAGNOSTICS, INC. is dedicated to the research, development
and manufacturing, and marketing of diagnostic test kits. The company sells its
products through wholesalers, private label distributors, drug chain stores,
health maintenance organizations ("HMO's"), hospital buying groups, and local,
state and federal government agencies. This company produces such products as:
pregnancy tests, allergy indicators, Strep A Testing, ovulation and fertility

testing, tumor markers, drugs of abuse diagnostic kits, and infectious diseases
tests.

Mr. George received the degree of Master of Business Administration
from the Siddharth Institute of Industry and Administration of Bombay, India in
1979. Mr. George, an accountant by training, has comprehensive knowledge of
import-export markets and of financial operations, which has enabled him to work
in fast-paced, highly diversified environments. While working as the Finance
Manager for Sayco & Al Ordoba in 1981, Mr. George orchestrated international
transactions involving millions of dollars with such multi-national
conglomerates as IBM, Xerox, Amoco Oil and Minnesota Mining and Manufacturing.
Mr. George was Finance and Administration Manager for Al Orooba Technical
Trading Co. of the United Arab Emirates in 1982, Chief Accountant for Step
International Marketing Co. of Bombay, India in 1979, and Accountant for St.
George Automobiles and Thankappan and Madhu, both of Kerala, India in 1977.

DIRECTORSHIPS.

At present, the Company has no directors or understanding with any
persons acting as directors who are in any way associated with Inamco.

INVOLVEMENT IN CERTAIN LEGAL PROCEEDINGS.

The sole executive of Inamco, Mr. Varges George, nor any other entity,
with which he may be involved, has ever filed any petitions under the Federal
bankruptcy laws or any state insolvency laws. He has never been convicted of a
crime, nor named in any criminal proceeding, nor the subject of any order,
judgment, or decree, that would permanently or temporarily enjoin him from:
acting as a futures commission merchant, introducing broker, or any other
sanctioned NASD licensed person. He has never been barred permanently or
temporarily from engaging in any type of business practice, or engaging in any
activity in connection with the purchase or sale of any security or commodity.

PROMOTERS AND CONTROL PERSONS.

The Company has had no need to employ and/or invoke the services of a
promoter.

ITEM 7. EXECUTIVE COMPENSATION.

SUMMARY OF CASH AND CERTAIN OTHER COMPENSATION

The following table sets forth certain information concerning the
compensation paid by the Company for services rendered to the Company in all
capacities for the fiscal years ended December 31, 2001, 2000 and 1999 by the
Company's Chief Executive Officer:

SUMMARY COMPENSATION TABLE
LONG TERM
COMPENSATION
ANNUAL COMPENSATION AWARDS
------------------------- ---------------

COMMON STOCK CLASS "A"
OTHER ANNUAL OWNED BY ALL OTHER
NAME AND PRINCIPAL POSITION YEAR SALARY(1) COMPENSATION PRINCIPAL COMPENSATION
- -------------------------- ------ ----------- -------------- --------------- -------------

Varges George 2001 $ -- $ -- 1,000,000 sh. $ --
President and Secretary 2000 -- -- 1,000,000 sh. --
1999 -- -- 1,000,000 sh. --

In accordance with the rules of the SEC, the compensation described in the above
table does not include medical, group life insurance or any other benefit that
could be received by the sole Executive Officer of the Company. Furthermore,
there has been no compensation awarded to, earned by, or paid to any person,
acting as an employee, since the Company's acquisition of Omni Assets, Inc., on
October 26, 1999.

ITEM 8. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS.

TRANSACTIONS WITH MANAGEMENT AND OTHERS.

The Company has not been involved with or privy to any transactions
with any persons and/or business entities since the Company's acquisition of
Omni Assets, Inc., on October 26, 1999. The acquisition of Omni (Omni being
defined as a "non-operating public shell"), in essence, was by a privately owned
operating company, and for reasons of filing this Form 10, that transaction was
deemed as a capital purchase by a privately-held business. Since that purchase,
Inamco has been dormant with the exception of the limited amount of activity as
described in Item. 1 "BUSINESS" - "General development of business" above.

CERTAIN BUSINESS RELATIONSHIPS.

The Company's sole executive, Mr. Varges George, is currently the
president and sole shareholder of Inamco Services Corp. This management company
owns and operates two separate and distinct companies: Medicos Laboratories,
Inc. and Advanced Diagnostics, Inc., descriptions of both company's stated
herein, under Item 6. "DIRECTORS AND EXECUTIVE OFFICERS" - "Business Experience"
of Mr. Varges George.

Although the Company's sole executive officer is the owner, of record,
of Inamco Services Corp., Medicos Laboratories, and Advanced Diagnostics,
neither he nor any entity has made payment, nor contributed to the Company's
gross revenues or assets in any way whatsoever since the acquisition of Omni
Assets, Inc. on October 26, 1999.

The Company's sole executive, Mr. George, is not a member of, or of
counsel to, a law firm, nor is he a partner to an investment banking firm, where
such a company would need a retainer in order to perform certain services to
Inamco.

INDEBTEDNESS OF MANAGEMENT.

The sole executive of Inamco, Mr. Varges George, has not been indebted
to the Company in any way whatsoever.

TRANSACTIONS WITH PROMOTERS.

The Company has had no need to employ and/or invoke the services of a
promoter.

ITEM 9. LEGAL PROCEEDINGS

None either historically or presently.

ITEM 10. MARKET PRICE OF AND DIVIDENS ON THE REGISTRANT'S COMMON EQUITY AND
RELATED STOCKHOLDER MATTERS.

MARKET INFORMATION.

Our common stock has traded on the Nasdaq pink-sheets under the symbol
"IICO". The following table sets forth, for the period indicated, the high and
low bid quotations for the common stock as reported by Nasdaq.

HIGH LOW
------- -------
Year ended December 31, 2000
Third Quarter (from July 28, 2000) $ 2.50 $ 1.75
Fourth Quarter $ 1.80 $ 1.10

HIGH LOW
------- ------
Year ended December 31, 2001
First Quarter $ 1.15 $ .22
Second Quarter $ .28 $ .05
Third Quarter $ .08 $ .05
Fourth Quarter $ .05 $ .05

As of April 26, 2002 there were 94 registered stockholders of record of
the Company's common stock.

DIVIDENDS

The Company has never declared or paid any cash dividends on its
capital stock and does not anticipate paying any cash dividends in the
foreseeable future.

SECURITIES AUTHORIZED FOR ISSUANCE UNDER EQUITY COMPENSATION PLANS.

The Company has never declared or authorized the issuance of any common
stock for the purposes of a compensation plan, and does not anticipate on doing
so in the foreseeable future.

ITEM 11. RECENT SALES OF UNREGISTERED SECURITIES.

SECURITIES SOLD.

None.

UNDERWRITERS AND OTHER PURCHASERS.

None.

CONSIDERATION.

Since the merger of Omni Assets, Inc. on October 26, 1999, there has
been NO SALE of registered or unregistered securities, by the Company, for cash,
to any person(s) and/or entity. The following consideration of restricted shares
of common stock is the direct result of the Company entering into certain
contractual obligations, payment of which was made pursuant to "compensation"
obligations had between the parties.

ON OCTOBER 27, 1999, the president and majority shareholder, Mr. Varges
George, owned approximately Eighty percent (80.70%) of the Company after the
merger of Omni was consummated. It was his sole decision, to divide his
ownership in the Company via the following manner:

i) An employment contract was entered into between the
Company and himself, whereby his compensation would
be One Million shares of restricted common stock
(copy of employment contract attached hereto in other
sections of this Form 10);

ii) Mr. George opted to have a total of 12,947,487 shares
issued to Inamco Services Corp., rather than to
himself personally. As explained in other sections of
this Form 10, Mr. George is the sole owner and
director of Inamco Services, Corp.; and
iii) Mr. George opted to have a total of 8,326,403 shares
issued to Advanced Diagnostics, Inc., rather than to
himself personally. As explained in other sections of
this Form 10, Mr. George is the sole owner and
director of Advanced Diagnostics, Inc.

ON MAY 23, 2000, a total of 25,000 shares of restricted common stock
were issued to H. Neil Broder for legal services rendered. At that time, the
value for the services rendered equaled approximately $30,000 dollars and the
party agreed to accept restricted shares of common stock rather than cash; and

ON NOVEMBER 10, 2000, a total of 68,245 shares of restricted common
stock were issued to Calvin Moore as compensation regarding consultation on
certain Company submissions to the Securities and Exchange Commission and to the
Company's registered transfer agent. At that time, the value for the services
rendered equaled approximately $50,000 dollars and the party agreed to accept
restricted shares of common stock rather than cash.

As explained in other sections of the Form 10, for services rendered,
the consultation firm Royal Capital, received compensation in the form of
restricted common shares of stock. This firm obtained their shares for rendering
general corporate advisory services to the Company in connection with the
Company's efforts to expand its business operations, mergers, joint ventures and
acquisitions. They also assisted in providing guidance in selecting appropriate
resources for legal documents and the establishment of escrow accounts. Any
relationship with Royal Capital or its principals have been terminated.

As of November 2000, the Company had paid out a total of 2,355,365
restricted common shares to Royal Capital, and/or their designees, as per the
parties' agreement(s). The Company claims no knowledge, as to why Royal decided
to issue a certain number of its restricted common shares to certain designees.
The Company only acted within the purview of its contractual obligation with
Royal. Royal was paid within three different time frames, the month of March
2000, the month of May 2000, and the month of November 2000. However, at the
time in which agreement(s) were signed between the parties, the value for the
services to be rendered by Royal to the Company equaled approximately $750,000
dollars and Royal agreed to accept restricted shares of common stock rather than
cash. A list of Royal's designees is as follows:

ON MARCH 24, 2000, a total of 10,000 shares of restricted common stock
were issued to Peter Bonafide via the request of Royal Capital;

ON MARCH 29, 2000, a total of 10,000 shares of restricted common stock
were issued to Brian Amery via the request of Royal Capital;

ON MARCH 29, 2000, a total of 75,000 shares of restricted common stock
were issued to Henry Book via the request of Royal Capital;

ON MARCH 29, 2000, a total of 15,000 shares of restricted common stock
were issued to Bruce Deichl via the request of Royal Capital;

ON MARCH 29, 2000, a total of 25,000 shares of restricted common stock
were issued to Rick Deichl via the request of Royal Capital;

ON MARCH 29, 2000, a total of 600,000 shares of restricted common stock
were issued to Leslie Gonda & Susan Gonda Family Trust via the request of Royal
Capital;

ON MARCH 29, 2000, a total of 150,000 shares of restricted common stock
were issued to Carl Henn via the request of Royal Capital;

ON MARCH 29, 2000, a total of 75,000 shares of restricted common stock
were issued to Robert Klein via the request of Royal Capital;

ON MARCH 29, 2000, a total of 25,000 shares of restricted common stock
were issued to Frank Milnar via the request of Royal Capital;

ON MARCH 29, 2000, a total of 10,000 shares of restricted common stock
were issued to Larry Ross via the request of Royal Capital;

ON MARCH 29, 2000, a total of 25,000 shares of restricted common stock
were issued to William Scanlan via the request of Royal Capital;

ON MARCH 29, 2000, a total of 125,000 shares of restricted common stock
were issued to Anthony Schweiger via the request of Royal Capital;

ON MARCH 29, 2000, a total of 25,000 shares of restricted common stock
were issued to Byrom Zuckerman via the request of Royal Capital;

ON MAY 17, 2000, a total of 500,000 shares of restricted common stock
were issued to Bruce Deichl via the request of Royal Capital;

ON MAY 17, 2000, a total of 500,000 shares of restricted common stock
were issued to Jerry Swon via the request of Royal Capital;

ON NOVEMBER 10, 2000, a total of 25,000 shares of restricted common
stock were issued to John Goldstein via the request of Royal Capital; and

ON NOVEMBER 10, 2000, a total of 160,365 shares of restricted common
stock were issued to Royal Capital.

EXEMPTION FROM REGISTRATION CLAIMED.

All restricted shares of common stock that the Company has issued over
the past three years for services rendered, are restricted and exempt from
registration and have not been registered under the Securities Act of 1933, as
amended. The shares have been acquired for investment and may not be offered,
sold, or otherwise transferred in the absence of an effective registration
statement with respect to the shares or an exemption from the registration
requirements of said act that is then applicable to the shares, as to which a
prior opinion of counsel may be required by the issuer or the transfer agent.

TERMS OF CONVERSION OR EXERCISE.

All restricted shares of common stock that the Company has issued over
the past three years for services rendered, are restricted and exempt from
registration and have not been registered under the Securities Act of 1933, as
amended. The shares may not be offered, sold, or otherwise transferred in the
absence of an effective registration statement or an exemption from the
registration requirements of said act, as to which a prior opinion of counsel
may be required by the issuer or the transfer agent.

USE OF PROCEEDS.

Since the merger of Omni Assets, Inc. by the Company on October 26,
1999, there has been no sale of registered or unregistered stock for cash by the
Company to any person(s) or entity.

ITEM 12. DESCRIPTION OF REGISTRANT'S SECURITIES TO BE REGISTERED.

Our authorized capital stock consists of 50,000,000 shares of Common
Stock, par value $0.00001 per share (the "Common Stock"). As of the date of this
Form-10, there were issued and outstanding 27,600,000 shares of Common Stock

The holders of Common Stock are entitled to one vote for each share on
all matters submitted to a vote of stockholders, they 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.

ITEM 13. 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 rescission, for breach of fiduciary duty.

ITEM 14. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA.

The following Financial Statements and Supplementary Data should be
read in conjunction with "Management's Discussion and Analysis of Financial
Condition and Results of Operations" included elsewhere in this Form 10.

INAMCO INTERNATIONAL CORP.
(A Development Stage Company)

Year Ended December 31, 1999

Report of Independent Certified Public Accountants....................... F1

Financial Statements:

Statements of Operations...................................... F2

Statements of Cash Flows...................................... F3

Notes to Financial Statements............................................ F4-F5

-F-

Kahn Boyd Levychin, LLP
99 Wall Street, 10th Floor
New York, NY 10005
212-843-4100

REPORT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS

Board of Directors and Stockholders
INAMCO INTERNATIONAL CORP.

We have audited the accompanying balance sheet of INAMCO INTERNATIONAL CORP. (A
Development Stage Company) as of December 31, 1999, and the related statements
of operations, stockholders' equity, and cash flows for the year then ended.
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 auditing standards generally accepted
in the United States of America. 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 INAMCO INTERNATIONAL CORP., as
of December 31, 1999, and the results of its operations and its cash flows for
the years then ended in conformity with accounting principles generally accepted
in the United States of America.

KAHN BOYD LEVYCHIN, LLP

New York, New York
December 3, 2002

-F1-

INAMCO INTERNATIONAL CORP.
(A Development Stage Company)
STATEMENT OF OPERATIONS
Year Ended December 31, 1999

Inception Year Ended
January 17, 1993 to December 31,
December 31, 1999 1999
-------------------- ---------

Net Sales ........................................ $ -- $ --
Cost of Goods Sold ............................... -- --
----------- -----------
Gross Profit ......................... -- --

Costs and Expenses
Bank Charges and Miscellaneous ....... -- --
Professional and Consulting Fees .... 13,500 --
----------- -----------
13,500 --
----------- -----------

Net Loss .......................................... $ (13,500) $ --
=========== ===========

Weighted Avereage Number of Shares Outstanding ... 1,235,353 2,287,500
----------- -----------

Loss Per Share ................................... $ (0.01) (A)
----------- -----------

(A)Loss per share for year less that $.01

THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THIS STATEMENT
-F2-

INAMCO INTERNATIONAL CORP.
(A Development Stage Company)
STATEMENTS OF CASH FLOWS
Year Ended December 31, 1999

Inception Year Ended
January 17, 1993 to December 31,
December 31, 1999 1999
----------------- ---------
Cash flows from operating activities:

Net loss ...................................................... $(13,500) $ -
Adjustments to reconcile net loss to net cash used
in operating activities
Change in accrued expenses .......................... - -
-------- -------
Net cash used for operating activities .. (13,500) -
-------- -------
Cash flows from investing activities:
Change in other assets ........................................ - -
-------- -------
Net cash used for investing activities .. - -
-------- -------
Cash flows from financing activities:
Loans from officer/shareholder, net of repayments ............. - -
Restricted common stock issued in payment of expenses ......... 13,500 -
Issuance of restricted common stock in connection
with merger agreement ......................................... - -
-------- -------
Net cash provided by financing activities 13,500 -
-------- --------
NET INCREASE (DECREASE) IN CASH ................. - -
Cash at beginning of period ................................... - -
-------- --------

Cash at end of period .......................................... $ - $ -
======== =======

THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THIS STATEMENT

-F3-

NOTE A - ORGANIZATION

Inamco International Corp. ("the Company") was incorporated in Delaware on
January 17, 1993 originally as Omni Assets, Inc. ("Omni"). On October 26, 1999,
Inamco International Corp. ("Inamco"), a Delaware corporation, merged with Omni
in a transaction solely for stock. Pursuant to the merger agreement, 1,000
shares of the original Inamco were exchanged for 22,712,500 shares of Omni,
Inamco terminated its corporate existence and, in February 2000, the name of
Omni was changed to Inamco International Corp.

NOTE B - SUMMARY OF ACCOUNTING POLICIES

A summary of the significant accounting policies consistently applied in the
preparation of the accompanying financial statements follows.

1. BASIS OF ACCOUNTING

Financial statements are prepared on the accrual basis of accounting.

2. USE OF ESTIMATES

In preparing financial statements in conformity with accounting principles
generally accepted in the United States of America, management is required to
make estimates and assumptions that affect the reported amounts of assets and
liabilities and the disclosure of contingent assets and liabilities at the date
of the financial statements and revenues and expenses during the reporting
period. Actual results could differ from those estimates.

3. CASH AND CASH EQUIVALENTS

The Company considers all highly liquid investments purchased with original
maturities of three months or less to be cash equivalents.

4. INCOME TAXES

The Company accounts for income taxes under the provisions of Statement of
Financial Accounting Standards No. 109, Accounting for Income Taxes. This
statement requires, among other things, an asset and liability approach for
financial accounting and reporting of deferred income taxes. In addition, the
deferred tax liabilities and assets are required to be adjusted for the effect
of any future changes in the tax law or rates. Deferred income taxes arise from
temporary differences resulting in the basis of assets and liabilities for
financial reporting and income tax purposes. A valuation allowance is provided
if the Company is uncertain as to the realization of deferred tax assets.

-F4-

5. LOSS PER SHARE

Statement of Financial Accounting Standards No. 128 (SFAS No. 128), Earnings per
Share, specifies the computation, presentation and disclosure requirements for
earnings per share for entities with publicly held common stock or potential
common stock.

Net loss per common share - basic and diluted is determined by dividing the net
loss by the weighted average number of shares of common stock outstanding.

NOTE C - DEVELOPMENT STATGE COMPANY

The Company is in the development stage as defined in Financial Accounting
Standards Board Statement No. 7. It has not commenced full scale operations and
has insignificant assets and liabilities. Since inception, the Company did not
have any revenues or earnings. The future success of the Company is dependent on
obtaining a viable business opportunity and /or merger candidate. The Company is
seeking a merger candidate who manufactures and distributes certain generic
over-the-counter drugs. Management is seeking additional investment capital to
support its entrance into a new business opportunity or merger.

NOTE D - RELATED PARTY TRANSACTIONS

1. DUE TO OFFICER/SHAREHOLDER (Subsequent Event)

Since the merger in 1999, Varges George, President and majority shareholder,
loaned the Company $4,968 ($2,800 in 2000 and $2,168 in 2002) for payment of
operating expenses. The Company has paid back $900 ($600 in 2000 and $300 in
2001) leaving a balance of $4,068 at August 31, 2002.

NOTE E - INCOME TAXES

Temporary differences and carryforwards give rise to deferred tax assets and
liabilities. The principal components of the deferred tax assets relate to net
operating loss carryforwards. At December 31, 2001, the Federal net operating
loss carryforwards were approximately $13,500. The net operating loss
carryforwards expire at various dates through 2021, and because of the
uncertainty in the Company's ability to utilize the net operating loss
carryforwards, a full valuation allowance was provided at December 31, 1999.
Corporate income tax returns have not been filed since 1999.

-F5-

INAMCO INTERNATIONAL CORP.
(A DEVELOPMENT STAGE COMPANY)

YEARS ENDED DECEMBER 31, 2002, 2001 AND 2000

Report of Independent Certified Public Accountants F1(A)

Financial Statements:

Balance Sheets F2(A)

Statements of Operations F3(A)

Statements of Cash Flows F4(A)

Statements of Stockholders' Deficiency F5(A)

Notes to Financial Statements F6(A)-F7(A)

-F(A)-

REPORT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS
--------------------------------------------------

BOARD OF DIRECTORS AND STOCKHOLDERS
INAMCO INTERNATIONAL CORP.

We have audited the accompanying balance sheet of INAMCO INTERNATIONAL CORP. (A
Development Stage Company) as of December 31, 2002, 2001 and 2000, and the
related statements of operations, stockholders' equity, and cash flows for the
years then ended. 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.

In our opinion, the financial statements referred to above present fairly, in
all material respects, the financial position of INAMCO INTERNATIONAL CORP., as
of December 31, 2002, 2001 and 2000, and the results of its operations and its
cash flows for the years then ended in conformity with accounting principles
generally accepted in the United States of America.

The accompanying financial statements have been prepared assuming that the
Company will continue as a going concern. As discussed in Note A to the
financial statements, the Company had a loss from operations and has a working
capital deficiency, raising substantial doubt about its ability to continue as a
going concern. Management's plans in regard to these matters are also described
in Note A. The financial statements do not include any adjustments relating to
the recoverability and classification of asset carrying amounts or the amounts
and classifications of liabilities that might result should the Company be
unable to continue as a going concern.

KAHN BOYD LEVYCHIN, LLP

New York, New York
March 31, 2003

-F1(A)-

INAMCO INTERNATIONAL CORP.
(A DEVELOPMENT STAGE COMPANY)
BALANCE SHEETS
December 31, 2002, 2001 and 2000

December 31,
------------
2002 2001 2000
----- ----- ----

ASSETS
Current Assets
Cash $ 927 $ 38 $ 343
-------- -------- --------
Total Current Assets 927 38 343
Other Assets 213 213 213
-------- -------- --------
Total Assets $ 1,140 $ 251 $ 556
======== ======== ========

LIABILITIES AND STOCKHOLDERS' DEFICIENCY

LIABILITIES
Current Liabilities
Accounts payable and accrued expenses $ 5,615 $ 1,668 $ 1,148
-------- -------- --------
Total Current Liabilities 5,615 1,668 1,148
Due to Officer/Shareholder 8,069 1,900 2,200
-------- -------- --------
Total Liabilities 13,684 3,568 3,348

STOCKHOLDERS' DEFICIENCY
Common Stock, $.00001 par value
Authorized: 50,000,000 shares
Issued and Outstanding: 27,600,000 276 276 276
Additional paid-in capital 22,804 22,804 22,804
Deficit Accumulated in the Development Stage (35,624) (26,397) (25,872)
-------- -------- --------
Total Shareholders' Deficiency (12,544) (3,317) (2,792)
-------- -------- --------
$ 1,140 $ 251 $ 556
======== ======== ========

THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THIS STATEMENT
-F2(A)-

INAMCO INTERNATIONAL CORP.
(A DEVELOPMENT STAGE COMPANY)
STATEMENTS OF OPERATIONS
Years Ended December 31, 2002, 2001 and 2000

Inception
January 17, 1993 to Year Ended December 31,
-----------------------
December 31,2002 2002 2001 2000
---------------- ---- ---- ----

Net Sales $ - $ - $ - $ -
Cost of Goods Sold - - - -
---------------- ------------ ------------ ------------
Gross Profit - - - -

Costs and Expenses
Bank Charges and Miscellaneous 2,967 1,226 525 1,215
Professional and Consulting Fees 32,657 8,000 - 11,157
---------------- ------------ ------------ ------------
35,624 9,226 525 12,372
---------------- ------------ ------------ ------------

Net Loss $ (35,624) $ (9,226) $ (525) $ (12,372)
================ ============ ============ ============

Weighted Avereage Number of Shares Outstanding 9,323,472 27,600,000 27,600,000 25,871,020
---------------- ------------ ------------ ------------

Loss Per Share (A) $ (0.00) $ (0.00) $ (0.00) $ (0.00)
================ ============ ============ ============

(A) Loss per share less that $.01

THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THIS STATEMENT
-F3(A)-

INAMCO INTERNATIONAL CORP.
(A DEVELOPMENT STAGE COMPANY)
STATEMENTS OF CASH FLOWS
December 31, 2002, 2001 and 2000

Inception
January 17, 1993 to Year Ended December 31,
-----------------------
December 31,2002 2002 2001 2000
------------------ ---- ---- ----

Cash flows from operating activities:
Net loss $ (35,624) $ (9,226) $ (525) $(12,372)
Adjustments to reconcile net loss to net cash used in
operating activities
Change in accrued expenses 5,615 3,947 520 1,148
------------------ -------- -------- --------
Net cash used for operating activities (30,009) (5,279) (5) (11,224)
------------------ -------- -------- --------
Cash flows from investing activities:
Change in other assets (213) - - (213)
------------------ -------- -------- --------
Net cash used for investing activities (213) - - (213)
------------------ -------- -------- --------
Cash flows from financing activities:
Loans from officer/shareholder, net of repayments 8,068 6,168 (300) 2,200
Restricted common stock issued in payment of expenses 22,868 - - 9,367
Issuance of restricted common stock in connection
with merger agreement 213 - - 213
------------------ -------- -------- --------
Net cash provided by financing activities 31,149 6,168 (300) 11,780
------------------ -------- -------- --------
NET INCREASE (DECREASE) IN CASH 927 889 (305) 343
Cash at beginning of period - 38 343 -
------------------ -------- -------- --------

Cash at end of period $ 927 $ 927 $ 38 $ 343
================== ======== ======== ========

THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THIS STATEMENT
-F4(A)-

INAMCO INTERNATIONAL CORP.
(A DEVELOPMENT STAGE COMPANY)
STATEMENTS OF STOCKHOLDERS' EQUITY
Inception January 17, 1993 to December 31, 2002

Deficit
Accumulated
Additional in the
Common Stock $.00001 Par Value Paid-In Development
Shares Amount Capital Stage Total
---------- ---------- --------- ---------- ----------

Issuance of restricted common stock for services 437,500 $ 4 $ 1,996 $ - $ 2,000
Net Loss for the year ended December 31, 1993 - - - (2,000) (2,000)
---------- ---------- --------- ---------- ----------

Balance at December 31, 1993 437,500 4 1,996 (2,000) -
Issuance of restricted common stock for services 1,850,000 19 11,481 11,500
Net Loss for the year ended December 31, 1997 - - - (11,500 (11,500)
---------- ---------- --------- ---------- ----------

Balance at December 31, 1997 2,287,500 23 13,477 (13,500) -
Net Loss for the year ended December 31, 1998 - - - - -
---------- ---------- --------- ---------- ----------

Balance at December 31, 1998 2,287,500 23 13,477 (13,500) -
Net Loss for the year ended December 31, 1999 - - - - -
---------- ---------- --------- ---------- ----------

Balance at December 31, 1999 2,287,500 23 13,477 (13,500) -

Net Loss for the year ended December 31, 2000 - - - (12,372) (12,372)
Issuance of restricted common stock for services 2,600,000 26 9,327 - 9,353
Issuance of restricted common stock in
connection with agreement 22,712,500 227 - - 227
---------- ---------- --------- ---------- ----------

Balance at December 31, 2000 27,600,000 276 22,804 (25,872) (2,792)
Net Loss for the year ended December 31, 2001 - - - (525) (525)
---------- ---------- --------- ---------- ----------

Balance at December 31, 2001 27,600,000 276 22,804 (26,397) (3,317)
Net Loss for the year ended December 31, 2002 - - - (9,227) (9,227)
---------- ---------- --------- ---------- ----------

Balance at December 31, 2002 27,600,000 $ 276 $ 22,804 $ (35,624) $ (12,544)
========== ========== ========= ========== ==========

THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THIS STATEMENT
-F5(A)-

INAMCO INTERNATIONAL CORP.
(A Development Stage Company)
NOTES TO FINANCIAL STATEMENTS
Years Ended December 31, 2002, 2001 and 2000

NOTE A - ORGANIZATION AND BASIS OF PREPARATION

The Company's financial statements have been presented on a going concern basis,
which contemplates the realization of assets and the satisfaction of liabilities
in the normal course of business. The Company has no significant assets, no
revenues and has had losses since inception. The Company can only become a
viable going concern if it obtains additional capital and acquires a viable
operating company.

NOTE B - SUMMARY OF ACCOUNTING POLICIES

A summary of the significant accounting policies consistently applied in the
preparation of the accompanying financial statements follows.

1. BASIS OF ACCOUNTING

Financial statements are prepared on the accrual basis of accounting.

2. USE OF ESTIMATES

3. CASH AND CASH EQUIVALENTS

The Company considers all highly liquid investments purchased with original
maturities of three months or less to be cash equivalents.

4. INCOME TAXES

F-6(A)

INAMCO INTERNATIONAL CORP.
(A Development Stage Company)
NOTES TO FINANCIAL STATEMENTS
Years Ended December 31, 2002, 2001 and 2000

5. LOSS PER SHARE

Net loss per common share - basic and diluted is determined by dividing the net
loss by the weighted average number of shares of common stock outstanding.

NOTE C - DEVELOPMENT STAGE COMPANY

NOTE D - RELATED PARTY TRANSACTIONS

1. DUE TO OFFICER/SHAREHOLDER

Since the merger in 1999, Varges George, President and majority shareholder,
loaned the Company $8,068 ($2,800 in 2000 and $6,168 in 2002) for payment of
operating expenses. The Company has paid back $900 ($600 in 2000 and $300 in
2001) leaving a balance of $8,068 at December 31, 2002.

NOTE E - INCOME TAXES

Temporary differences and carryforwards give rise to deferred tax assets and
liabilities. The principal components of the deferred tax assets relate to net
operating loss carryforwards. At December 31, 2002, the Federal net operating
loss carryforwards were approximately $36,000. The net operating loss
carryforwards expire at various dates through 2022, and because of the
uncertainty in the Company's ability to utilize the net operating loss
carryforwards, a full valuation allowance was provided at December 31, 2002,
2001 and 2000. Corporate income tax returns have not been filed since 1999.

F-7(A)

ITEM 15. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
FINANCIAL DISCLOSURE.

During the acquisition of Omni Assets by the Company, Sobel & Co., LLC
acted as the Omni Asset's certified public accounts. They provided, to the
Company, at that time, audited balance sheets, related statements of operations,
stockholders' deficiency and cash flow statements for the year ended December
31, 1999. Since that time, the Company has had no assets, liabilities, operating
activities, or revenue and has no need to employ the services of an accountant.
Prior reports from the auditors did contain an opinion as it relates to a
"Development Stage" company and its ability to operate being dependent upon
obtaining a viable and successful business opportunity. The disclaimer of the
opinion was not qualified or modified as to uncertainty, audit scope or
accounting principles except for a modification that describes substantial doubt
surrounding the Company's ability to continue as a going concern.

The audited financial statements that accompany this Form 10, as amended, were
performed by the Company's new auditors, Kahn Boyd Levychin & Company, after
Sobel & Co. were released in August of 2002, pursuant to Regulation S-K. A
letter that addresses the dismissal by Sobel & Co. is attached hereto.

ITEM 16. FINANCIAL STATEMENTS AND EXHIBITS.

Financial Statement Schedules have been omitted because the information
has been included in the notes to the Financial Statements included in this
Form-10, as amended.

EXHIBITS:

EXHIBIT NO. DESCRIPTION

1 Agreement and Plan of Merger by and between Omni Assets, Inc.
and Inamco International, Corp. - dated October 26, 1999

2 Employment Agreement of Company's President - dated October
27, 1999

3 Consultation Agreement between Royal Capital Corp. and the
Company - dated February 8, 2000

4 Copy of Form 8k as it relates to the change in Accounting
Firms - dated January of 2003

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.
A Delaware Corporation

/s/ VARGES GEORGE
- ------------------------
Varges George
President