AQUAGOLD INTERNATIONAL, INC. (AQUI) - Description of business

Company Description
OmniNet Media Corporation ("OmniNet" or the "Corporation") was incorporated in the State of Nevada on July 14, 1998 as TriCom Technology Group, Inc. TriCom Technology Group, Inc. changed its name to OmniNet Media.com, Inc. on February 22, 2000. OmniNet Media.com, Inc. changed its name to OmniNet Media Corporation on June 1, 2001.OmniNet and its predecessors have not been party to any bankruptcy, receivership or other similar proceedings.In 1971, Abdo, Goembel and McGuire, Inc was incorporated in Minnesota. In 1972 Abdo, Goembel and McGuire, Inc change its name to Saveall Healthcare Services, Inc. On March 12, 1997, Clinical Aesthetics Centre, Inc was organized under the laws of Nevada. In April 1997 a merger occurred between and Clinical Aesthetics Centre, Inc. and Saveall Healthcare Services, Inc. with Clinical Aesthetics Centre, Inc. being the surviving corporation. On August 11, 1998, Clinical Aesthetics Centre, Inc. merged with TriCom Technology Group, Inc. with TriCom Technology Group, Inc. being the surviving corporation.OmniNet Media Corporation was originally incorporated as TriCom Technology Group, Inc., a Nevada Corporation on July 14, 1998. On January 7, 2000, OmniNet Media.Com, Inc. was formed as a Nevada business corporation under the name of Kioskcoupon.Com, Inc. Kioskcoupon.com, Inc. changed its name to OmniNet Media.Com, Inc. by amendment to its articles of incorporation on January 20, 2000. In February, 2000 OmniNet Media.com, Inc. merged with TriCom Technology Group, Inc., a Nevada Corporation, with the surviving Corp being TriCom Technology Group, Inc. TriCom Technology Group, Inc subsequently adopted the name of its subsidiary by amending its articles of incorporation to change its name to OmniNet Media.Com, Inc.In July 2000, OmniNet Media.com, Inc. and MAS ACQUISITION XXV CORP., an Indiana Corporation enter into an agreement whereby OmniNet acquires voting control, reorganizes MAS and becomes a successor issuer and on October 11, 2000 a Statement of Changes in Beneficial Ownership is filed. 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 OmniNet was the surviving entity following a merger with Clinical Aesthetics Centre, Inc., a Nevada corporation, effective August 11, 1998 and following a merger with OmniNet Media.Com, Inc., a Nevada corporation, effective February 22, 2000.Until 2001, OmniNet was in the business of providing interactive multi-media information through a network of installed kiosks located in major shopping malls, retail outlets, public facilities, transportation hubs and pay phones.OmniNet has reorganized itself and ceased all business operations other than to locate and negotiate with a business entity for the combination of that target company with OmniNet. A combination will normally take the form of a merger, stock-for-stock exchange or stock-for-assets exchange (the "business combination"). In most instances, the target company will wish to structure the business combination to be within the definition of a tax-free reorganization under Section 351 or Section 368 of the Internal Revenue Code of 1986, as amended. No assurances can be given that OmniNet will be successful in locating or negotiating with any target business.OmniNet has not restricted its search for any specific kind of businesses, and it may acquire a business which is in its preliminary or development stage, which is already in operation, or in essentially any stage of its business life. It is impossible to predict the status of any business in which OmniNet may become engaged, in that such business may need to seek additional capital, may desire to have its shares publicly traded, or may seek other perceived advantages which OmniNet may offer.In implementing a structure for a particular business acquisition, OmniNet may become a party to a merger, consolidation, reorganization, joint venture, or licensing agreement with another corporation or entity.It is anticipated that any securities issued in any such business combination would be issued in reliance upon exemption from registration under applicable federal and state securities laws. In some circumstances, however, as a negotiated element of its transaction, OmniNet may agree to register all or a part of such securities as part of the business combination or at specified times thereafter.Negotiations with a target company will likely focus on the percentage of OmniNet which the target company shareholders would acquire in exchange for their shareholdings. Although the terms of such agreements cannot be predicted, generally such agreements will require certain representations and warranties of the parties thereto, will specify certain events of default, will detail the terms of closing and the conditions which must be satisfied by the parties prior to and after such closing and will include miscellaneous other terms. Any merger or acquisition effected by OmniNet can be expected to have a significant dilutive effect on the percentage of shares held by the OmniNet's shareholders at that time.THERE CAN BE NO ASSURANCES GIVEN THAT OMNINET WILL BE ABLE TO SUCCESSFULLY LOCATE A MERGER TARGET OR CONSUMMATE A MERGER. STATUTES, REGULATIONS, RULES AND THE POSITIONS OF REGULATORY AUTHORITIES HAVE BEEN BECOMING MORE ADVERSE AND RESTRICTIVE TOWARD SUCH MERGERS AND TOWARD ENTITIES SUCH AS OMNINET.