8-K/A 1 omni529.txt FORM 8-K/A U.S. SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K/A CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) May 25, 2001 OMNINET MEDIA CORPORATION (Exact Name of registrant as specified in its charter) Nevada 000-28935 88-0398783 (State or Other Commission (I.R.S. Employer Jurisdiction of File No. Identification Incorporation or Number) Organization) 3140 Venture Drive, Las Vegas, NV 89101 (Address of Principal Executive Offices) (Zip Code) (702) 641-5030 (Registrant's Telephone Number) OMNINET MEDIA.COM, INC. (Former name of registrant) Item 1. Changes in Control of Registrant. Not Applicable Item 2. Acquisition or Disposition of Assets 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by which a Business Combination Agreement dated June 5, 2000 and all other agreements between the parties thereto were rescinded in their entirety. 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. OmniNet retains title to approximately 811,982 U.S./Ace shares which it purchased from other stockholders by exchange after the June 5, 2000 agreement had been consummated with the controlling stockholders of U.S./Ace. On June 1, 2001 the company changed the authorized common stock of the corporation to One Hundred Million (100,000,000) shares par value $.0001, and authorized preferred stock of corporation shall be Ten Million (10,000,000) shares par value $.0001. Item 3. Bankruptcy or Receivership Not Applicable Item 4. Changes in Registrant's Certifying Accountant Not Applicable. Item 5. Other Events 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. Item 6. Resignations of Registrant's Directors Not Applicable Item 7. Financial Statements and Exhibits Exhibit 3 Articles of Amendment Exhibit 3.i Articles of Amendment Exhibit 10.i Recission Agreement Exhibit 10.ii Indemnification Agreement Exhibit 99 Letter of Intent Item 8. Changes in Fiscal Year. Not Applicable. Signatures Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. OMNINET MEDIA CORPORATION /s/ Don Steffens By: Don Steffens President 2