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                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D. C. 20549

                                   FORM 10-KSB

[x]  ANNUAL REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF
     1934

     For the fiscal year ended June 30, 2001

[_]  TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT
     OF 1934

     For the transition period from _____________ to _______________

                           Commission File No. 028049

                                   ORASEE CORP
                ------------------------------------------------
                 (Name of Small Business Issuer in its charter)

                     Nevada                              88-0429263
      -------------------------------------     -----------------------------
         (State or other jurisdiction of              (I.R.S. Employer
          incorporation or organization)             Identification No.)

                 4850 River Green Parkway, Duluth, Georgia 30096
            -------------------------------------------------------
               (Address of principal executive offices) (Zip Code)

                    Issuer's telephone number: (770) 497-0727

       Securities registered under Section 12(b) of the Exchange Act: None

         Securities registered under Section 12(g) of the Exchange Act:

                      Class A Common Stock, par value $.01
                      Class B Common Stock, par value $.01
                                (Title of Class)

Check whether the issuer (1) filed all reports required to be filed by Section
13 or 15(d) of the Exchange Act during the past 12 months (or for such shorter
period that the registrant was required to file such reports), and (2) has been
subject to such filing requirements for the past 90 days. [_] Yes [x] No

Check if there is no disclosure of delinquent filers in response to Item 405 of
Regulation S-B is not contained in this form, and no disclosure will be
contained, to the best of registrant's knowledge, in definitive proxy or
information statements incorporated by reference in Part III of this Form 10-KSB
or any amendment to this Form 10-KSB. [_]

State issuer's revenues for its most recent fiscal year: $279,774

The aggregate market value of the voting and non-voting common equity held by
non-affiliates of the registrant was $551,244 based upon the last sale price on
June 21, 2001.

The number of shares of common stock outstanding as of October 31, 2001:
61,829,870

Transitional Small Business Disclosure Format (Check one): Yes ____; No __x__

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                                     PART I

Item 1.           Description of Business

         Inception. Orasee Corp. (the "Company" or "Orasee") was incorporated
under the laws of the State of Nevada on June 18, 1999 as 3-Dx.com, with its
name changed to i3Dx.com as of August 16, 1999, and further to Orasee Corp.
effective November 22, 2000.

         Orasee Corp. is a privately held corporation based in Duluth, Georgia.
Orasee's technologies are focused on the Human Visual System and
three-dimensional depth of field with specialization in software development and
the design and manufacture of optical materials for use in the Graphic
Arts/Printing Industry, Security Identification, Medical Imaging and Satellite
Imaging.

         Orasee Corporation develops state-of-the-art imaging technology with
which three dimensional and motion imagery can be produced by a multitude of end
user customers. Orasee markets its technology as complete "turn-key" imaging
solutions which enable customers to control all steps in the image creation and
production processes. To do this Orasee develops and/or manufactures all the
integrated components of its imaging systems including imaging software, various
application specific procedures and optical-grade lenticular material, which it
markets under the trademark MicrOptical Material.

         Orasee's technology is applicable to a variety of markets including:

           .  Graphic Arts/Printing - currently in production and distribution
           .  Apparel - in R&D phase
           .  Small Office Home Office (SOHO) - in R&D phase
           .  Medical Imaging - in test marketing phase
           .  Security Imaging - in R&D phase
           .  Visual Intelligence - in R&D phase

         The complete imaging solution that Orasee has developed for Graphic
Arts/Printing market is the "Orasee Imaging System(TM)" (patents granted and
pending). Using the Orasee Imaging System the end user, such as a commercial
printer or graphic artist, may create dynamic images, that include three
dimensional and/or motion elements, and output those images on a variety of
output devices, including offset presses and wide-format inkjet printers. The
resulting printed images may then be viewed in 3D without the use of external
viewing aides, such as bi-color glasses.

         Orasee has obtained the global rights to technology developed or
acquired by its majority shareholder, Visual Technologies Limited (formerly
known as "NimsTec Limited"). The main components of this technology relate to
the design and manufacture of optical-grade lenticular materials.

         Orasee has developed new software and procedures for producing 3D and
motion imagery using ink-based printing technology, such as lithography,
flexography and inkjet printing. This new

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ink-based technology is the foundation of the Orasee Imaging System.

         In this Report, the Orasee technology, procedures and processes are
collectively and generically referred to as "3D imaging" or "3D technology."

         Orasee started operations in July of 1999, has minimal revenues and its
losses have exceeded its sales. The auditor's report, covering twelve months of
operations ending June 30, 2001, states "...the Company has suffered losses from
operations since inception, which raises substantial doubt about its ability to
continue as a going concern."

         The Company is commercializing its technologies and is currently
manufacturing and marketing the following products:

           1. Orasee Imaging System with Orasee Pro v1.0 - this system is being
              marketed to the Graphic Arts/Printing Industry as a "turn-key"
              imaging solution for offset lithographic printing, offset web and
              flexographic printing and wide-format inkjet printing. The system
              includes:

                 a.  Orasee Pro v1.0 imaging software - this software inputs
                     layered files and outputs Interphazed(TM) image files ready
                     for pre-press;
                 b.  Pre-Press and Press Procedures - these procedures process
                     the Interphazed image files over a variety of pre-press,
                     image setting and plate setting devices and for a broad
                     range of presses and printers;
                 c.  MicroLens Material - optical-grade lens material is
                     available for a variety of applications and output devices.
                     MicroLens Material is described by thickness
                     ("mils")(1/1000 of an inch) and by the number of lenses per
                     lineal inch ("lpi"). Formats currently available, in sheets
                     or rolls, include:
                         i.  8 mil 100 lpi
                        ii.  8 mil 140 lpi
                       iii.  10 mil 100 lpi
                        iv.  10 mil 140 lpi
                         v.  22 mil 60 lpi
                        vi.  23 mil 60 lpi - with self-adhesive liner
                       vii.  11 mil 250 lpi - with or without photographic
                             emulsion.

           2. 3-Dx Medical Fundus Images - hard copy 3D images of the human
              retina used by ophthalmologists to diagnose eye diseases including
              the early detection of glaucoma.

           3. 3D prints for the consumer photographic market.

         The Company is developing and/or test marketing imaging solutions for
the following markets:

           1. Medical Imaging: Orasee Med v1.0 - Orasee's Medical Imaging
              solution is currently awaiting FDA 510(k) clearance, and is
              currently being tested in regional hospitals

                                        3

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              and cardiac medicine practices. The Orasee Medical Imaging System
              integrates multiple imaging modalities including: Magnetic
              Resonance Imaging (MRI), Ultrasound, Computed Tomography (CT),
              Laser Scanning, Nuclear Medicine (PET/SPECT), Rotational
              Angiography and Electron, Confocal, & Tunneling Microscopy.
           2. Security Imaging: Orasee's technology has numerous applications
              regarding secure identity card imagery such as the integration of
              3D, motion, signatures, photos, biometric images and other
              personalized data on one anti-counterfeit card. Research of these
              applications is in process.
           3. Visual Intelligence: Orasee's technology has applications relative
              to enhancing satellite imagery which applications are currently
              undergoing research.

         The Company is a privately held corporation with its majority
shareholder being Visual Technologies Limited, a privately held Bermuda
corporation. The Company's CEO, Jerry C. Nims, is a minority shareholder in
Visual Technologies Limited. For more detail on ownership, see "Item 11 -
Security Ownership of Certain Beneficial Owners and Management."

         Product and Technology. Orasee was formed in June of 1999 as a research
and development company with the specific purpose to further develop
methodologies and processes to mass-produce three-dimensional images that
cost-effectively replicate an original image, in either 3D, motion or both.
Cost-effective in this instance means a complete and integrated system approach
that is competitive with two-dimensional pricing and with comparable ease of
implementation. The Company has developed the Orasee Imaging System(TM) to meet
these goals relative to the Graphic Arts Industry and is developing other
systems as described herein.

         The Orasee Imaging System is currently being distributed to the Graphic
Arts/Printing Industry in North America via the Pitman Company, a leading
graphic arts supplier in the United States with annual sales exceeding $600
million. Pursuant to the Company's contract with Pitman, Pitman provides onsite
training, sales support and technical support to end user customers such as
printers and prepress companies. This relationship allows the Company to focus
on the research and development of new products and applications.

         While currently developing markets in North America, the Company will
eventually market its products globally. However, the Company has begun with the
early stages of "direct marketing" its products outside of North America.

         With respect to the medical imaging market, Orasee has established a
division, OraseeMed, and a Medical Applications Panel, to research and develop
new medical applications. The Panel, comprised of doctors from all specialties
of medicine and dentistry, has begun research to evaluate and study the efficacy
of 3D in various medical disciplines. OraseeMed's prototype (patent pending)
product is the OMIDA(TM) card; (OraseeMed Medical Image Display Acquisition).
                                -         -       -     -       -
OMIDA(TM) is a non-diagnostic system for acquiring, processing, mapping and
reproducing multiple images or frames of medical information for display in
hardcopy format. OMIDA(TM) illustrates the actual rotation and/or motion of
blood flow, beating heart cycles, rest/stress EKG's, etc. The source datasets
are generally comprised of slices of data which have been collected from EKG,
Nuclear Scan, Angiogram, Ultrasound, MRI, CT Scan, etc. output. When patient
data is integrated

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on the OMIDA(TM) card, the result is a unique means of communication and record
keeping in the form of a portable dataset, for use by physicians and patients,
which is both visual and dynamic.

         The Company has installed and is beta testing the OMIDA System in both
the Chattanooga Heart Institute and Chattanooga Memorial Hospital. The OMIDA
System is also in the beta test phase at C.I.M.N. (Centre D'Imagerie Medicale
Numerisee), one of Europe's largest private echo clinics based in Paris, France.

         With respect to the Security Imaging industry, in September, 2001, the
Company acquired US patent number 4,869,946 - "Tamperproof Security Card" from
the Timex Corporation. The patent complements its existing portfolio of
security/identification card technologies. The Company is currently developing a
prototype anti-counterfeit card.

         The Company is developing the Orasee Visual Intelligence System which
delivers near real time three dimensional imagery in hard copy format which can
be viewed in 3D without the requirement of viewing aides or devices. The system
captures and displays the appropriate depths cues and spatial relationships for
enhanced imagery analysis. Current research on this application is focused on
enhanced satellite imagery.

         The Company has an Internet website at "www.orasee.com" which explains
                                                 --------------
the Orasee Imaging System in detail.

         Because of the organizational nature of the Company's business, it must
be considered a high-risk investment which does not yet have any significant
revenues or income.

         The Company owns 67% of the Class A common shares and 100% of the Class
B common shares of a subsidiary company called 100percentSports.com ("Sports").
Sports' Class A stock is entitled to 49% of voting control while the Sports
Class B stock is entitled to 51% of voting control. Therefore the Company
effectively controls Sports. The Class B stock also is entitled to 51% of any
dividends and has 51% ownership of Sports' assets. Sports is an Internet sports
reporting company that targets its information on a multi-lingual
country-specific and athlete-specific basis. Sports is in the start-up phase of
its operations. The Company has provided a sub-license of its photographic
technology to Sports in consideration for a royalty equal to 5% of Sports' gross
sales, paid quarterly. In addition to reporting sports news, Sports will market
sports related merchandise including 3D and motion imagery via direct marketing
and its online store located on its website ( www.100percentSports.com).

         Ownership and Related Party Transactions. The shares of Orasee are
         ----------------------------------------
substantially owned by Visual Technologies Limited, which is also the licensor
of technology to the Company. Visual Technologies Limited's principal
shareholders are:

         Jerry C. Nims    32.0%
         L'Ami Foundation 20.6%

         AS A PRACTICAL MATTER, VISUAL TECHNOLOGIES LIMITED SHOULD BE CONSIDERED
A CONTROLLING ENTITY OF THE COMPANY.

                                        5

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         Since formation, the Company has received interim financing from
Electric & Gas Technology, Inc. and other parties in the aggregate amount of
$5,720,949 as discussed below.

         License Agreement. The Company entered into an exclusive licensing
contract for the technology with Visual Technologies Limited as of June 30, 1999
covering the territory of the United States, Canada, and Mexico. This license
agreement was terminated effective June 1, 2001 pursuant to a Termination
Agreement which granted Orasee global rights to use Visual Technologies
Limited's technology including the right to directly manufacture MicroLens
Material. As partial compensation for the termination, Visual Technologies
Limited will receive 50% equity ownership in all new ventures and all new
technology developed by Orasee in perpetuity. In addition, Visual Technologies
Limited received 6,000,000 Class A shares of the Company's common stock,
$350,000 cash to be paid over two years and 303,260 shares of Visual
Technologies Limited stock held by the Company.

         Majority Shares. Visual Technologies Limited has acquired 30,000,000
shares of the Company's authorized 90,000,000 class "A" common stock, as well as
all of the 10,000,000 shares of class "B" common stock in consideration for the
transfer of certain equipment and other assets to the Company. In addition,
Visual Technologies Limited has received 6,000,000 Class A shares of the
Company's common stock in consideration of granting certain technology rights as
discussed above under "--License Agreement."

         Suppliers. The Company is not dependent upon any one supplier and all
materials are readily available "off-the-shelf" for ink-based technology
products. For photographic technology based product the Company has two
established sources, AGFA and Ilford AG. The Company believes it has, at a
minimum, second source options for all necessary materials.

         Competition. While the Company regards the processes and the
specialized film material as unique and proprietary, it should be noted that the
actual processing of the materials is not protected by existing patent
applications. However, the Company believes its ink-based printing technology is
protected by patents granted and pending. As a result, it may be possible for
other companies to replicate and produce a substantially similar product using a
modified and unprotected processing procedure. Additionally, there are other
companies which produce 3-D images using different technology and techniques.
While the Company does not believe that the quality or variety of the
competitive processing is equivalent to the Company's processes, there is
substantial competition in this market sector and the Company does not claim any
exclusivity as to the general 3-D imaging market or products. Moreover, various
other companies which are substantially larger and better capitalized may be
able to dominate the markets in which the Company currently operates. The
Company is not aware of the Company's current market share but believes it to be
minimal.

         With respect to competition for the Orasee Imaging System the Company
is not aware of another company that offers software, printing procedures and
optical-grade plastic to the marketplace in an integrated system. Further, to
the Company's knowledge, no other company both manufactures plastic and develops
imaging software for use with the plastic.

                                        6

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         Employees. The Company had 16 full-time employees and one part-time
employee, exclusive of management as of October 31, 2001.

         Segment Analysis. As a development stage start-up company, management
does not believe that it has sufficient revenues to be able to analyze or
project in any categorical or quantitative matter the relative percentage of
revenues from the general sectors of the Company's business. It does appear from
the very limited revenues received to date that the Graphic Arts sector will be
the largest sector initially. It is anticipated that as the Company files its
anticipated periodic reports as a reporting company, it will be in a position to
subsequently have sufficient revenue data to analyze and allocate revenues,
costs and other accounting factors by its principal market sectors and products.
Further, to date, the Company does not have any measurable foreign market share
and can not report sales on a foreign versus domestic basis.

Item 2.    Description of Property

         The Company presently leases its principal office facilities at 4850
River Green Parkway, Duluth, Georgia. These premises consist of administrative
and manufacturing area of approximately 33,000 square feet. The property is held
under a seven year lease at a monthly lease rate of $18,000, with no right of
renewal. There are five years remaining under the lease. The Company believes
that its facilities are in good condition and are suitable and adequate to meet
its current needs.

Item 3.    Legal Proceedings

         There are presently no material pending legal proceedings to which the
Company or any of its subsidiaries is a party or to which any of its property is
subject and, to the best of its knowledge, no such actions against the Company
or any of its subsidiaries are contemplated or threatened.

Item 4.    Submission of Matters to a Vote of Security Holders

         During the fourth quarter of the fiscal year covered by this report, no
matters were submitted to a vote of security holders.


                                     PART II

Item 5.    Market for Common Equity and Related Stockholder Matters

         There is no public or other trading market for the Company's shares of
common stock, and no assurance can be given that any market will develop or, if
developed, be sustained. The Company does not have a price range for its
securities, as it has not issued any publicly traded stock to date. As of June
30, 2001, there were 61,829,870 shares of class A common stock outstanding held
by 33 holders of record and 10,000,000 shares of class B common stock
outstanding held by one holder of record.

                                        7

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         As of October 31, 2001, the Company had a total of 4,476,030 shares
                                                            ---------
subject to unexercised options, warrants or other stock rights as previously
described. If exercised, the resulting shares would constitute 6.8% of the then
issued and outstanding shares. It is anticipated these shares would be eligible
for sale under Rule 144 approximately one year after being issued and presuming
the Company has current public information available.

         The Company currently has approximately 40,197,619 issued shares
available for sale under Rule 144, if the company were to complete this
registration and have adequate current public information so that sales could be
completed under Rule 144.

         No broker/dealers or others acting as potential market makers have made
any commitment to maintain or to initiate a trading market in the Company's
stock. The Company's longer term objective would be to attempt to meet, as soon
as possible, the listing requirements for Nasdaq "small cap" status and be
traded on that market, though no assurance or warranty whether or when such
qualification will be met, can be given.

         The Company does not presently pay any dividends and does not
anticipate paying dividends for the foreseeable future. Currently the Company
has no earnings from which to pay dividends and any future earnings are
anticipated to be reinvested. The Company intends to retain all earnings for
growth purposes. The Company was only recently organized, in June, 1999, and has
not had any formal shareholder meetings since such organization. To the best
knowledge of the Company, there are no pending shareholder matters or proposed
items to be included in any special or general meeting of shareholders, nor has
any such meeting been requested.

Recent Sales of Unregistered Securities

         In June 2001, the Company issued 9,000,000 shares of Class A Common
Stock to _____ accredited investors in reliance upon the exemption from
registration provided by Section 4(2) of the Securities Act of 1933, as amended.
The consideration received by the Company for the sale of these securities
consisted of cash. The total cash proceeds received by the Company was
approximately $1,206,000 which were used for working capital.

Item 6.    Management's Discussion and Analysis or Plan of Operation

         The following information should be read in conjunction with the
consolidated financial statements and notes thereto appearing elsewhere in the
Form 10-KSB.

         Various information included in this Section, as well as other parts of
this Report, include forward looking statements. These statements are based on
management's beliefs and assumptions, particularly related to certain projected
economic results, and upon information currently available to management.
Forward looking statements include the information concerning possible or
assumed future results of operations by the Company set forth under such
headings as "Dividend Policy," and "Management's Discussion and Analysis."
Forward looking statements also include statements in which we use words such as
"expect," "anticipate," "intend," "plan," "believe," "estimate," or similar
expressions indicating an intended but unknown future result. Each party relying
upon this registration should understand that these constitute merely
management's best

                                        8

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projections of future results and should not be relied upon as an assurance or
warranty of future results in any manner.

         The Company has produced and shipped product to its Graphic
Arts/Printing, Medical Imaging and Consumer Photo markets. However, due to the
short period of time from inception to date, the sales volumes have been
limited. As a result, the Company's Financial Statements, to date, reflect
limited revenues without net earnings.

Changes in Financial Condition

         The balance of current assets at June 30, 2001 was $634,486, compared
to a balance of $605,949 at June 30, 2000. The balances of current liabilities
were $950,437 and $94,957 for the same periods respectively. Total assets at
June 30, 2001 were $4,169,889, compared to total assets of $4,143,215 at June
30, 2000.

         The increase in current assets at June 30, 2001 over June 30, 2000 was
due primarily to the increase of inventory from $89,269 to $230,187, an increase
of $140,918, or 158% partially offset by a $28,153 decrease in cash and a
$50,000 decrease in prepaid assets. The increase in inventory was a result of
the purchase of raw materials and manufacture of finished goods.

         The balance of current liabilities at June 30, 2001 was $950,437
compared to $94,957 at June 30, 2000. The increase of $855,480, or 900%, was due
primarily to the re-classification of a $500,000 debenture as a current
liability which had been classified as long term debt in the previous year.
Current liabilities at June 30, 2001 also increased by $230,000 as a result of a
payable to a related party for license rights as described in "Item 1 -
Description of Business--License Agreement". Accounts payable increased
$137,117, or 165%, from $83,330 at June 30, 2000 to $220,437 at June 30, 2001.
The increase was primarily due to the expanded operations of the Company.

         The increase in total assets at June 30, 2001 over June 30, 2000 was
due primarily to the increase of license rights from $373,332 to $938,249, an
increase of $564,917, or 151%. The Company purchased no equipment during the
year ended June 30, 2001.

Results of Operations

         As noted above, the Company has very limited revenues to date. However,
the Company has completed its website and is pursuing its marketing activities
as described above.

Comparison of Years Ended June 30, 2001 to June 30, 2000

         Net Sales

         Net sales for the year ended June 30, 2001 were $279,774 compared to
$335,291 for the year ended June 30, 2000, resulting in a decrease of $55,517,
or 17%, which was attributable to the reallocation of resources to the research
and development of new products.

                                        9

<PAGE>

         Cost of Goods Sold

         Cost of goods sold for the year ended June 30, 2001 was $133,362, or
48% of net sales, compared to $115,550, or 34.5% of net sales, for the year
ended June 30, 2000, resulting in gross profit of $146,412, or 52%, of net sales
for the year ended June 30, 2001 compared to $219,741, or 65.5% of net sales for
the year ended June 30, 2000. The increase in the cost of goods sold as a
percentage of net sales for the year ended June 30, 2001 is attributable
primarily to the introduction of new product lines.

         Operating Expenses

         General and Administrative. General and administrative expenses for the
year ended June 30, 2001 were $1,609,153, or 575% of net sales, compared to
general and administration expenses of $751,221, or 224.1% of net sales, for the
year ended June 30, 2000. The increase in general and administrative expenses in
the year ended June 30, 2001 was due to increased staff, consulting fees and
patent work relative to new product lines.

         Research and Development. Research and development expenses for the
year ended June 30, 2001 were $1,563,717, or 559% of net sales, compared to
research and development expenses of $662,167, or 197.5% of net sales, for the
year ended June 30, 2000, resulting in an increase of $901,550, or 136%. The
increase in research and development expenses in the year ended June 30, 2001
was due to costs related to new product lines.

         Depreciation and Amortization. Depreciation and amortization expenses
for the year ended June 30, 2001 were $370,091, or 132% of net sales, compared
to depreciation and amortization expenses of $346,708, or 103.4% of net sales,
for the year ended June 30, 2000, resulting in an increase of $23,383, or 6.7%.
The increase in depreciation and amortization expenses in the year ended June
30, 2001 was due to the increase in license rights.

         Other Income (Expenses)

         Other Income (Expenses) consists of interest expense and interest
income. Interest expense for the year ended June 30, 2001 was $40,000 compared
to interest expense of $26,667 for the year ended June 30, 2000, an increase of
$13,333, or 50%. This increase is primarily due to a full year of interest being
incurred on an outstanding debenture versus a partial year in the previous year.
Interest income for the year ended June 30, 2001 was $50,602 compared to $14,941
for the year ended June 30, 2000, an increase of $35,661, or 238%. This increase
is primarily due to bank deposit interest earned on equity funds received.

         Income Taxes

         As of June 30, 2001, the Company had approximately $4,514,987 of
federal net operating loss carryforwards for tax reporting purposes available to
offset future taxable income. The Company's federal net operating loss
carryforwards expire beginning 2020. Certain future changes in the share
ownership of the Company, as defined in the Tax Reform Act of 1986, may restrict
the utilization of carryforwards.

                                       10

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Inflation

         In the opinion of management, inflation has not had a material effect
on the operations of the Company.

Liquidity and Capital Resources

         The Company has received from Electric & Gas Technology, Inc. a total
of $1.0 million of interim capital; $500,000 by way of an equity investment and
$500,000 by way of a convertible debenture. On February 7, 2001, the Company
completed a private placement of shares of its Class A common stock pursuant to
which it received approximately $4.0 million of gross proceeds. On June 30,
2001, the Company completed a private placement of shares of its Class A common
stock pursuant to which it received approximately $970,000 of gross proceeds and
has a stock subscription outstanding in the amount of $236,000. These funds
coupled with nominal revenues have been sufficient to meet fixed expenses to the
date of this filing and the Company believes that the remaining funds should be
sufficient to meet its ongoing operating costs, including such matters as rents,
utilities, salaries and other standard costs for approximately a further three
month period. It is anticipated, though not warranted, that by the end of this
projected interim period, the Company should have sufficient revenues to cover
operating costs and would not be required to seek supplemental capitalization or
financing to provide for interim operations. It is also anticipated that the
Company may, in the near future, seek additional public financing for expansion
and growth, but which future financing would be unrelated to this initial
operational period.

         The Company is satisfied that its current technology is adequate for at
least the next twelve months to meet any demands for product as generally
outlined in this Report.

         The Company does not have any anticipation or expectation to purchase
or expand plant or equipment during the next twelve months with the exception of
the purchase of $252,000 of converting equipment. The Company intends to
outsource the manufacture of its optical plastic to one or more toll
manufacturers thereby eliminating the usual capital investment in plant and
equipment. Further, the Orasee Imaging System makes it possible for third
parties to create their own imagery and prints thereby effectively outsourcing
the manufacture of finished product to the end users.

         As previously discussed, the Company anticipates its present employee
base of 16 employees to increase approximately 20-40% over the next twelve
months as anticipated production increases. Orasee has allowed for and believes
it will have sufficient capital from the interim financing provided by Electric
& Gas Technology, Inc. and other private sources to meet the anticipated
increase in payroll from this anticipated employee growth.

         100percentSports is an Internet sports reporting company that targets
its information on a country-specific and athlete-specific basis. Sports is in
the start-up phase of its operations. The Company has provided a sub-license of
its photographic technology to Sports in consideration for a

                                       11

<PAGE>

royalty equal to 5% of Sports' gross sales, paid quarterly. Sports will produce
and market 3D images via its website and direct marketing. The subsidiary
employs a full-time staff of 2 employees and its website can be viewed at
www.100percentSports.com.

         The Company does not anticipate any other significant changes in
operations or procedures during the next twelve month period.

         Notwithstanding the foregoing, the Company is aware that there are
various factors which could adversely affect its anticipated revenues, gross
margins and overhead expenses thereby rendering its anticipated ability to
operate on its current capital to be insufficient. The Company is exploring
various sources of funding should its current capital prove to be insufficient
until or unless revenues are adequate to meet operating expenses. The Company
may attempt to obtain additional interim financing from Electric & Gas
Technology, Inc. and other initial financing participants, though no commitment
or obligation exists. Alternatively, the Company may seek to complete an interim
additional private placement financing, though no assurance can be given or made
that such financing could be raised. Finally, the Company could seek commercial
loan sources, though it does not have any present line of credit or financing
commitment from any commercial lender.

         All of these factors constitute a significant risk factor if the
Company's expenses should exceed those projected for the next twelve months or
if anticipated revenues are not sufficient by the end of such period to cover
the ongoing operating expenses. The ultimate risk is the Company may be forced
to terminate operations should additional financing be required but not be
available. There also exists the possibility that other 3-D technologies or
processes may adversely impact upon the Company's competitive position and
thereby reduce its ability to continue as an ongoing concern. It is believed
that all of these specific factors are generally discussed above and in the
accountants reservation concerning the Company being a "going concern." See
Financial Statements, Note 6 - Going Concern.

         Electric & Gas Technology, Inc. has made an initial capital investment
in the Company of $1.0 million, of which $500,000 was invested as of
approximately June 30, 1999 for which it received 4,500,000 shares of Class "A"
common stock of the Company, and warrants to acquire an additional 2,500,000
class "A" shares at the exercise price of $4.00 per share for a twelve month
period. The warrants have since expired without being exercised.

         Electric & Gas Technology, Inc. has also supplied to Orasee $500,000 in
the form of a 24 month convertible debenture, bearing interest at 8% annually,
and convertible to Orasee Class "A" shares at the conversion rate of $2.00 per
share for a 24 month period. This convertible loan was made to the Company as of
approximately October 25, 1999. The convertible loan was paid down to $490,000
on October 30, 2001, the interest rate was decreased to 7.5% annually and the
date of expiry was extended to December 31, 2002. If converted, the result would
cause a reduction of the debt of the Company in exchange for the issuance of
250,000 shares of Orasee stock to Electric & Gas Technology, Inc. at $2.00 per
share. Electric & Gas Technology, Inc. has not converted any of the warrants to
common shares. The debenture is a general obligation instrument.

                                       12

<PAGE>

         Finally, Electric & Gas Technology, Inc. was issued, as of
approximately August 9, 1999, 500,000 24 month warrants exercisable at $1.00
per share as part of the financing commitment of Electric & Gas Technology, Inc.
to the Company. These warrants expired on August 8, 2001 without being
exercised.

         The funds as received have been employed by the Company primarily for
continued development and marketing of the 3-D image processes described in this
Report, as well as with the printing equipment and facilities as generally
described above.

Item 7.    Financial Statements

         The consolidated financial statements required by this Item are
included herewith as a separate section of this Report, commencing on Page F-1.

Item 8.    Changes In and Disagreements With Accountants on Accounting and
           Financial Disclosure

         There have been no disagreements with or changes of the Company's
independent accountants.

                                    PART III

Item 9.    Directors, Executive Officers, Promoters and Control Persons;
           Compliance With Section 16(a) of the Exchange Act

Executive Officers and Directors

         The executive officers and directors of the Company are:

Name                        Age       Position
----                        ---       --------
Jerry C. Nims LLD           66        Chairman of the Board, CEO, CTO, Treasurer
                            --
Paul F. Peters              38        Director, President
                            --
William Karszes, Ph.D.      56        Director, Chief Operating Officer,
                            --        Executive Vice President, Research &
                                      Development

James Collins               60        CFO
                            --

         All directors hold office until the next annual meeting of stockholders
and until their successors have been duly elected and qualified. Directors will
be elected at the annual meetings to serve for a term of one year, and until his
successor shall have been elected and accepted his election to the board. The
Company has not held an annual meeting of stockholders since its inception,
although it intends to hold an annual meeting of stockholders in 2002 and in all
years in the future. The Company will file proxy materials with the Commission
regarding all such meetings. The Company's failure to hold such annual meetings
of stockholders has resulted in the Company maintaining the Board of Directors
without a vote of stockholders since directors hold office until the next annual
meeting of stockholders and until their successors have been elected and
qualified. Additionally, pursuant to Nevada law, if a Nevada corporation fails
to hold an annual stockholders' meeting, one or more of its stockholders may
apply to a court to order the

                                       13

<PAGE>

corporation to have an annual meeting. Accordingly, one of the Company's
stockholders may apply to a court to order the Company to have an annual
meeting. The Company's failure to hold annual stockholders' meetings also will
cause the Company not to meet initial listing requirements on many stock
exchanges, which vary depending upon the exchange.

         The business experience of each of the persons listed above during the
past five years is as follows:

         Jerry C. Nims, LL.D. Mr. Nims is the founder of the Company and acts as
its Board Chairman. He is also the Chief Executive Officer and the Chief
Technology Officer. Mr. Nims has been active in the development of 3D technology
over the past 32 years. Mr. Nims obtained his first patent in 3-Dimensional
technology in 1974. From 1970 to 1984 he was involved with Nimslo Technology,
Inc. in the development of various 3D technologies and global patents. From 1984
to 1990, he was affiliated with Fairhaven Group of Bermuda. From 1990 to 1995 he
was primarily engaged in technology development outside the 3D field. From 1996
through July 2000, he was a director and officer of Visual Technologies Limited.
Mr. Nims no longer participates with Visual Technologies Limited as an officer
and director. Mr. Nims serves the Company on a full time basis.

         Paul F. Peters, Mr. Peters is a Director and the President of the
Company. Former consultant (1996-1998) in various countries including China,
Singapore, Indonesia, Saudi Arabia, Egypt, Argentina, Belgium, France, UK and
The Netherlands. Mr. Peters was also formerly with the Bank of New England as a
Financial/EDP (Electronic Data Processing) Auditor from approximately 1985-1987.
He also has worked in the investment banking field, including Vice President for
Lehman Brothers International Private Client Group and Chairman's Council Member
from 1988-1995. Mr. Peters acted as the Director of Business Development for
Visual Technologies Limited from approximately 1996 through June, 1999. During
that time period Mr. Peters traveled globally developing a five-year plan and
business model and negotiating global alliances and partnerships. Mr. Peters
serves the Company on a full time basis.

         William M. Karszes, Ph.D., Dr. Karszes is a Director and the Chief
Operating Officer, Executive Vice President, Research & Development and
Manufacturing. From 1992 to 1999 Dr. Karszes served as President/Consultant,
Plastic Associates, Inc. Dr. Karszes has over 30 years of experience in all
forms of plastic processing. Prior to 1992, Dr. Karszes was employed by various
multinationals including General Electric, Ciba Geigy, and Ameritech. Consulting
clients included American Cyanamid, Polymer Group Inc. (PGI), AT&T, etc. Dr.
Karszes joined the Company in November 1999 and serves on a full time basis.

         James Collins, From 1987 to date Mr. Collins has owned and operated
Collins & Company which provides management accounting services to various
Bermuda based companies, including shipping and real estate interests. Mr.
Collins is a member of the Institute of Chartered Accountants and was a founding
member of the Institute of Chartered Accountants for Bermuda. From 1973 to 1986
he was the treasurer and held other offices in TMX, Ltd., the international
financial and distribution affiliate of Timex Corporation. He held several
directorships within the group. He was also a former director of accounting
services for Peat Marwick Mitchell. Mr.

                                       14

<PAGE>

Collins will act as the Chief Financial Officer and the Treasurer of the
Company. It is intended Mr. Collins will serve the Company on an as needed
basis.

Section 16(a) Beneficial Ownership Reporting Compliance

         Pursuant to Section 16(a) of the Exchange Act, the Company's directors,
executive officers and any person holding 10% or more of its outstanding Common
Stock are required to report their beneficial ownership and any changes therein
to the Commission. Specific due dates for these reports have been established
and the Company is required to report herein any failure to file such reports by
those due dates. Based solely on review of the copies of such reports furnished
to the Company or written representations that no other reports were required,
the Company believes that, during its fiscal year ended June 30, 2001, its
executive officers, directors and greater than 10% beneficial owners have not
complied with all applicable Section 16(a) filing requirements.

Item 10.    Executive Compensation

         Summary Compensation Table. The following table shows, for the two
years ended June 30, 2001, the cash compensation paid by the Company, as well as
certain other compensation paid or accrued for the year, to the Chief Executive
Officer and the two highest paid executive officers ("Named Executive
Officers").

<TABLE>
<CAPTION>
                                       Annual Compensation
                                 ------------------------------- --------------------------- -------------
                                                                            Awards              Payouts
                                                                 --------------------------- -------------
                                                                  Restricted    Securities
                                                    Other annual     stock       underlying
Name and                                            compensation    award(s)      Options/       LTIP        All other
principal position        Year    Salary    Bonus       ($)           ($)        SARs (#)     payouts ($)  compensation
----------------------- -------- --------- ------- ------------- ------------- ------------- ------------- -------------
<S>                     <C>     <C>        <C>     <C>           <C>           <C>           <C>           <C>
Paul F. Peters,          2001    $70,000   30,000       --            --            --            --            --
President                2000     70,000       --       --            --            --            --            --

Jerry Nims,              2001    $70,000   30,000       --            --            --            --            --
Chairman of the          2000     70,000       --       --            --            --            --            --
Board, CEO

William M. Karszes,      2001    $77,700   28,800       --            --            --            --            --
COO                      2000    120,000       --       --            --       400,000/1/         --            --
</TABLE>

______________________
/1/   Options to purchase Class A common stock.

       Salaries have been paid to Messrs. Nims and Peters since July, 1999 and
Dr. Karszes since November 1999. No salaries have been fixed for the other
officers who will initially serve on a part-time basis.


Item 11.    Security Ownership of Certain Beneficial Owners and Management

         The following table sets forth information, to the best of the
Company's knowledge, as of October 31, 2001 with respect to each person known by
the Company to own beneficially more than 5% of the outstanding Common Stock,
each director and all directors and officers as a group.

                                       15

<PAGE>

<TABLE>
<CAPTION>
                                       Number of                    Number of                  Percent of
Name and Address                        Class A      Percent of      Class B     Percent of   Total Voting
of Beneficial Owner                     Shares        Class A        Shares       Class B        Power
-------------------                  -------------- ------------- ------------- ------------  -------------
<S>                                  <C>            <C>           <C>           <C>           <C>
Visual Technologies Limited /1/         36,000,000       58.2%       10,000,000       100%         79.5%
#553, 12 Church St., Hamilton,
Bermuda

Electric & Gas Technology, Inc.          4,750,000/2/     7.3%               --        --           3.6%
13636 Neutron Road,
Dallas, Texas

Robert O. Safford. Sr.                  19,089,534/3/    27.6%               --        --          13.5%
10 Leopard Rd. Suite 101,
Paoli, PA 19301
</TABLE>

_________________________________
/1/    Visual Technologies Limited is a privately held Bermuda corporation whose
       principal shareholders are:
       Jerry Nims          32.0%
       L'Ami Foundation    20.6%
/2/    Includes 250,000 shares of Class A common stock issuable pursuant to a
       convertible debenture which is convertible within 60 days of June 1,
       2001. Electric & Gas Technology, Inc. is a publicly held Texas
       corporation. Following are the directors and principal officers
       shareholder percentage as of July 31, 2001 and as reported in Electric &
       Gas Technology's Form 10-K filed with the Securities and Exchange
       Commission on October 10, 2001.

                . S. Mort Zimmerman, Director, President and Chairman,    10.93%
                . Daniel A. Zimmerman, Director, Vice President,           4.66%
                . Edmund Bailey, Director, Vice President, CFO,            0.75%
                . Fred M. Updegraff, Director, Vice President, Treasurer,  1.11%

/3/    Includes 2,000,000 shares of Class A common stock issuable pursuant to
       options which were immediately exercisable on June 21, 2001.

       The following table presents the ownership of the Company's stock by all
principal officers and directors as of October 31, 2001:

Name & Address of                   Amount & Nature of
Beneficial Owner/1/                  Beneficial Owner     Per Cent of Class
----------------                     ----------------     -----------------

Jerry C. Nims /2/                    36,000,000 Class A         58.2%
                                     10,000,000 Class B        100.0%

Paul F. Peters                               --                 --

William Karszes, Ph.D. /3/              400,000 Class A          0.8%

James Collins                                --                 --

All directors and executive
officers                             36,400,000 Class A         58.9%
as a group (4 person)                10,000,000 Class B        100.0%

_______________________________
/1/   The address of each officer and director is 4850 River Green Parkway,
      Duluth, Georgia 30096.
/2/   While Mr. Nims does not directly hold any shares in the Company, he is an
      indirect beneficial owner by owning approximately one-third (32.0%) of
      Visual Technologies Limited. Of the remaining 68% of Visual Technologies
      Limited, 20.6% is owned by L'Ami Foundation and the balance of 47.4% by
      more than 100 shareholders, none of whom individually owns more than 10%.
/3/   Represents 400,000 shares of Class A common stock issuable pursuant to
      options exercisable within sixty days of June 1, 2001.

Item 12.     Certain Relationships and Related Transactions

                                       16

<PAGE>

     As generally described under Item 1 "Description of Business" and Item 11
     "Security Ownership of Certain Beneficial Owners and Management", there are
     deemed to be three affiliated entities which may have a material influence
     or relationship with the Company's operations, Visual Technologies Limited,
     Electric & Gas Technology, Inc. and Robert O. Safford Sr.

   . Upon formation and initial capitalization of the Company, Visual
     Technologies Limited contributed to the Company assets valued at
     $3,166,700. In consideration for these assets, Visual Technologies Limited
     received 30,000,000 class "A" and 10,000,000 class "B" shares in the
     Company. On June 1, 2001, Visual Technologies Limited received 6,000,000
     class "A" shares of the Company as partial compensation for the termination
     of the License. As of June 30, 2001, Visual Technologies Limited held 58.2%
     of all class "A" shares of the Company and 100% of the class "B" shares
     which together represents 79.5% of the total voting power of the Company.
     Even if all present options and warrants outstanding were exercised and the
     convertible debentures were converted to class "A" shares by Electric & Gas
     Technology, Inc., Visual Technologies Limited would continue to hold 58% of
     the class "A" shares and all of the class "B" shares. As a result, Visual
     Technologies Limited is in control of the Company and will remain in
     control for the foreseeable future. Jerry C. Nims who is a principal
     officer in Orasee holds approximately one-third (1/3) of the shares in that
     entity.

   . Electric & Gas Technology, Inc. purchased 4,500,000 class "A" common shares
     in the Company for $500,000 cash. In addition Electric & Gas Technology,
     Inc. provided $500,000 to the Company by way of a convertible debenture. As
     of June 30, 2001, Electric & Gas Technology, Inc. held 7.3% of the class
     "A" shares and has conversion rights to acquire an additional 0.4%.

     Mr. Nims founded Visual Technologies Limited in 1996 and founded the
     Company in 1999. He acted as Chairman of Visual Technologies Limited until
     2000 at which time he resigned to devote his full time to the Company.

     Mr. Peters was hired as an independent consultant by the Director of
     Business Development for Visual Technologies Limited from approximately
     1996 through June, 1999. Mr. Peters traveled globally for two years as
     Director of Business Development for Visual Technologies Limited,
     developing a five-year plan and business model and negotiating global
     alliances and partnerships.

     On May 14, 2000, the Company purchased 303,260 shares of Visual
     Technologies Limited stock for $200,000 which shares represented 1.5% of
     Visual Technologies Limited's stock as of December 15, 2000. On June 1,
     2001, these shares were transferred back to Visual Technologies Limited as
     partial consideration for termination of the License.

   . Electric & Gas Technology, Inc. should be considered as an affiliated
     company, as it has supplied interim capital financing to the Company. While
     Electric & Gas Technology, Inc. does not have a position on the Board of
     Directors or any management authority or rights in the Company, it does
     hold 7.3% of the issued and outstanding shares of the Company at the

                                       17

<PAGE>

     present time and by such shareholder position should be considered a
     control or affiliated party.

 .   Robert O. Safford Sr. currently holds 17,089,534 shares of Class "A" common
     stock constituting 13.5% of the class and should be considered a control or
     affiliated party.

 .   To the best knowledge of the Company, there are no other affiliated persons
     or related party contractual relationships other than described in this
     section and more fully set-out in other parts of this Report. Currently,
     the Company does not have a protocol for related party transactions.

Item 13.   Exhibits and Reports on Form 8-K

       The following is a complete list of exhibits filed as part of this Annual
Report on Form 10-KSB, which Exhibits are incorporated herein.

    Exhibit No.        Exhibit Name
    -----------        ------------

        2              Plan of Reorganization and Financing Agreement*
       3(i)            Articles of Incorporation*
       3(ii)           By-laws*
        4              Convertible Debenture*

        * Incorporated by reference to Form 10-SB and amendments thereto File
No. 028049 filed on November 12, 1999.

                                       18

<PAGE>

                                   SIGNATURES

         In accordance with Section 13 or 15(d) of the Exchange Act, the
registrant caused this Report to be signed on its behalf by the undersigned,
thereunto duly organized.

                                               ORASEE CORP.
                                               (Registrant)

      November 26                                 /s/ Paul F. Peters
Date: ___________, 2001                       By:______________________________
                                                  Paul F. Peters
                                                  President


         In accordance with the Exchange Act, this report has been signed below
by the following persons on behalf of the registrant and in the capacities and
on the dates indicated.

<TABLE>
<CAPTION>

Date                                Title                          Signature
----                                -----                          ---------
<S>                        <C>                                     <C>
November 26                                                        /s/ Jerry C. Nims
___________, 2001          Chief Executive Officer (Principal      ___________________________________________
                           Executive Officer), Chairman            Jerry C. Nims
                           of the Board of Directors

November 26                                                        /s/ Paul F. Peters
___________, 2001          President, Director                     ___________________________________________
                                                                   Paul F. Peters

November 26                                                        /s/ William Karszes
___________, 2001          Chief Operating Officer, Executive      ___________________________________________
                           Vice President and Director             William Karszes

November 26                                                        /s/ James Collins
___________, 2001          Treasurer (Principle Financial          ___________________________________________
                           and Accounting Officer)                 James Collins

</TABLE>

                                       19

<PAGE>

                                  ORASEE CORP.
                               (Formerly i3Dx.com)
                          (A Development Stage Company)

                        CONSOLIDATED FINANCIAL STATEMENTS

                                  June 30, 2001

                                       F-1

<PAGE>

                                 C O N T E N T S

<TABLE>
<S>                                                                                                            <C>
Independent Auditors' Report .............................................................................     F-3

Consolidated Balance Sheet ...............................................................................     F-4

Consolidated Statements of Operations ....................................................................     F-6

Consolidated Statements of Stockholders' Equity ..........................................................     F-7

Consolidated Statements of Cash Flows ....................................................................     F-9

Notes to the Consolidated Financial Statements ...........................................................    F-11
</TABLE>

                                       F-2

<PAGE>

                          INDEPENDENT AUDITORS' REPORT
                          ----------------------------

To the Board of Directors
Orasee Corp.
(Formerly i3Dx.com)
(A Development Stage Company)
Duluth, Georgia

We have audited the accompanying consolidated balance sheet of Orasee Corp.
(formerly i3Dx.com) (a development stage company) as of June 30, 2001 and the
related consolidated statements of operations, stockholders' equity and cash
flows for the years ended June 30, 2001 and 2000 and from inception on June 18,
1999 through June 30, 2001. These consolidated financial statements are the
responsibility of the Company's management. Our responsibility is to express an
opinion on these consolidated financial statements based on our audits.

We conducted our audits 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 consolidated
financial statements are free of material misstatement. An audit includes
examining, on a test basis, evidence supporting the amounts and disclosures in
the consolidated 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
audits provide a reasonable basis for our opinion.

In our opinion, the consolidated financial statements referred to above present
fairly, in all material respects, the consolidated financial position of Orasee
Corp. (formerly i3Dx.com) (a development stage company) as of June 30, 2001 and
the consolidated results of their operations and their cash flows for the years
ended June 30, 2001 and 2000 and from inception on June 18, 1999 through June
30, 2001 in conformity with accounting principles generally accepted in the
United States of America.

The accompanying consolidated financial statements have been prepared assuming
that the Company will continue as a going concern. As discussed in Note 6 to the
consolidated financial statements, the Company has suffered losses from
operations since inception, which raises substantial doubt about its ability to
continue as a going concern. Management's plans in regard to these matters are
also described in Note 6. The consolidated financial statements do not include
any adjustments that might result from the outcome of this uncertainty.

HJ & Associates, LLC
Salt Lake City, Utah
August 27, 2001

                                       F-3

<PAGE>

                                  ORASEE CORP.
                               (Formerly i3Dx.com)
                          (A Development Stage Company)
                           Consolidated Balance Sheet

                                     ASSETS
                                     ------

<TABLE>
<CAPTION>
                                                                                                     June 30,
                                                                                                       2001
                                                                                                  --------------
CURRENT ASSETS
<S>                                                                                               <C>
   Cash                                                                                           $      400,118
   Accounts receivable, net (Note 1)                                                                       4,181
   Inventory (Note 1)                                                                                    230,187
                                                                                                  --------------

     Total Current Assets                                                                                634,486
                                                                                                  --------------
FIXED ASSETS (Note 1)

   Machinery and equipment                                                                             3,166,700
   Office computers and equipment                                                                         52,767
   Less accumulated depreciation                                                                        (645,048)
                                                                                                  --------------

     Total Fixed Assets                                                                                2,574,419
                                                                                                  --------------
OTHER ASSETS

   License rights, net (Note 4)                                                                          938,249
   Deposits                                                                                               22,735
                                                                                                  --------------

     Total Other Assets                                                                                  960,984
                                                                                                  --------------

     TOTAL ASSETS                                                                                 $    4,169,889
                                                                                                  ==============
</TABLE>

                                       F-4

<PAGE>

                                  ORASEE CORP.
                               (Formerly i3Dx.com)
                          (A Development Stage Company)
                     Consolidated Balance Sheet (Continued)


                      LIABILITIES AND STOCKHOLDERS' EQUITY
                      ------------------------------------

<TABLE>
<CAPTION>
                                                                                        June 30,
                                                                                         2001
                                                                                 -----------------
<S>                                                                              <C>
CURRENT LIABILITIES

   Accounts payable and accrued expenses                                         $         220,437
   Payable - related party (Note 4)                                                        230,000
   Convertible debenture (Note 5)                                                          500,000
                                                                                 -----------------

     Total Current Liabilities                                                             950,437
                                                                                 -----------------
COMMITMENTS AND CONTINGENCIES (Note 3)

STOCKHOLDERS' EQUITY (Note 2)

   Common stock, class A; 90,000,000 shares authorized
   of $0.01 par value, 61,829,870 shares issued and
   outstanding                                                                             618,299
   Common stock, class B; 10,000,000 shares authorized
    of $0.01 par value, 10,000,000 shares issued and
    outstanding                                                                            100,000
   Additional paid-in capital                                                            8,645,181
   Stock subscription receivable (Note 7)                                               (1,206,000)
   Deficit accumulated during the development stage                                     (4,938,028)
                                                                                 -----------------

     Total Stockholders' Equity                                                          3,219,452
                                                                                 -----------------

     TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY                                  $       4,169,889
                                                                                 =================
</TABLE>

                                       F-5

<PAGE>

                                  ORASEE CORP.
                               (Formerly i3Dx.com)
                          (A Development Stage Company)
                      Consolidated Statements of Operations

<TABLE>
<CAPTION>
                                                                                                       From
                                                                                                   Inception on
                                                                                                     June 18,
                                                               For the Years Ended                1999 Through
                                                                     June 30,                        June 30,
                                                        --------------------------------------
                                                                2001                2000               2001
                                                        ------------------  ------------------  ------------------
<S>                                                     <C>                 <C>                 <C>
NET SALES                                               $          279,774  $          335,291  $          615,065

COST OF GOODS SOLD                                                 133,362             115,550             248,912
                                                        ------------------  ------------------  ------------------

GROSS MARGIN                                                       146,412             219,741             366,153
                                                        ------------------  ------------------  ------------------

OPERATING EXPENSES

   General and administrative                                    1,609,153             751,221           2,360,374
   Research and development                                      1,563,717             662,167           2,225,884
   Depreciation and amortization                                   370,091             346,708             716,799
                                                        ------------------  ------------------  ------------------

     Total Operating Expenses                                    3,542,961           1,760,096           5,303,057
                                                        ------------------  ------------------  ------------------

OPERATING LOSS                                                  (3,396,549)         (1,540,355)         (4,936,904)
                                                        ------------------  ------------------  ------------------

OTHER INCOME (EXPENSES)

   Interest expense                                                (40,000)            (26,667)            (66,667)
   Interest income                                                  50,602              14,941              65,543
                                                        ------------------  ------------------  ------------------

     Total Other Income (Expenses)                                  10,602             (11,726)             (1,124)
                                                        ------------------  ------------------  ------------------

LOSS BEFORE INCOME TAXES                                        (3,385,947)         (1,552,081)         (4,938,028)

INCOME TAXES                                                             -                   -                   -
                                                        ------------------  ------------------  ------------------

LOSS BEFORE MINORITY INTEREST                                   (3,385,947)         (1,552,081)         (4,938,028)

MINORITY INTEREST                                                        -                   -                   -
                                                        ------------------  ------------------  ------------------

NET LOSS                                                $       (3,385,947) $       (1,552,081) $       (4,938,028)
                                                        ==================  ==================  ==================

BASIC LOSS PER COMMON
 SHARE (Note 1)                                         $            (0.08) $            (0.04)
                                                        ==================  ==================
</TABLE>

                                       F-6

<PAGE>

                                  ORASEE CORP.
                               (Formerly i3Dx.com)
                          (A Development Stage Company)
                 Consolidated Statements of Stockholders' Equity

<TABLE>
<CAPTION>
                                                                                                                       Deficit
                                                                                                                     Accumulated
                                         Common                     Common            Additional       Stock          During the
                                      Class A Stock               Class B Stock        Paid-In      Subscription     Development
                                --------------------------  ------------------------
                                   Shares        Amount        Shares       Amount     Capital      Receivable          Stage
                                -----------   ------------  -----------   ----------  ------------  -------------   -------------
<S>                             <C>          <C>            <C>          <C>          <C>           <C>             <C>
Balance at inception on
 June 18, 1999                            -  $           -              -  $       -  $          -  $           -   $          -

Common stock issued for
 machinery valued at
 approximately $0.08
 per share                       30,000,000        300,000     10,000,000    100,000     2,766,700              -              -

Common stock subscribed
 for at approximately
 $0.11 per share                  4,500,000         45,000              -          -       455,000       (500,000)             -

Net loss from inception on
 June 18, 1999 through
 June 30, 1999                            -              -              -          -             -              -              -
                              -------------  -------------  -------------  ---------  ------------  -------------   ------------

Balance, June 30, 1999           34,500,000        345,000     10,000,000    100,000     3,221,700       (500,000)             -

Cash received on stock
 subscription receivable                  -              -              -          -             -        500,000              -

Common stock issued for
 cash at approximately
 $0.50 per share                  4,665,383         46,654              -          -     2,287,345       (900,000)             -

Net loss for the year ended
 June 30, 2000                            -              -              -          -             -              -     (1,552,081)
                              -------------  -------------  -------------  ---------  ------------  -------------   ------------

Balance, June 30, 2000           39,165,383  $     391,654     10,000,000  $ 100,000  $  5,509,045  $    (900,000)  $ (1,552,081)
                              -------------  -------------  -------------  ---------  ------------  -------------   ------------
</TABLE>

                                       F-7

<PAGE>

                                  ORASEE CORP.
                               (Formerly i3Dx.com)
                          (A Development Stage Company)
           Consolidated Statements of Stockholders' Equity (Continued)

<TABLE>
<CAPTION>
                                                                                                                      Deficit
                                                                                                                      Accumulated
                                         Common                      Common            Additional      Stock           During the
                                      Class A Stock               Class B Stock         Paid-In     Subscription      Development
                                --------------------------  ------------------------
                                   Shares        Amount        Shares       Amount      Capital       Receivable         Stage
                                -----------   ------------  -----------   ----------   ---------    --------------    -----------
<S>                             <C>           <C>           <C>           <C>          <C>          <C>               <C>
Balance, June 30, 2000            39,165,383  $   391,654     10,000,000  $  100,000   $5,509,045   $   (900,000)     $ (1,552,081)

Cash received on stock
 subscription receivable                   -            -              -           -            -        900,000                 -

July-October 2000, common
 stock issued for cash at
 $0.65 per share                   1,044,543       10,445              -           -      668,505              -                 -

October 2000 - June 2001,
 common stock issued for
 services rendered, valued at
 approximately $0.62 per
 share                               619,944        6,200              -           -      378,802              -                 -

February 7, 2001, common
 stock issued for cash at
 $0.167 per share                  6,000,000       60,000              -           -      942,000              -                 -

June 1, 2001, common
 stock issued for license
 rights valued at par value
 (see Note 4)                      6,000,000       60,000              -           -            -              -                 -

June 21, 2001, common
 stock issued for stock
 subscription receivable
 at $0.134 per share
 (see Notes 7 and 9)               9,000,000       90,000              -           -    1,116,000     (1,206,000)                -

June 21, 2001, common
 stock options granted below
 market value                              -            -              -           -       30,829              -                 -

Net loss for the year ended
 June 30, 2001                             -            -              -           -            -              -        (3,385,947)
                                 -----------  -----------    -----------  ----------   ----------   ------------      ------------

Balance, June 30, 2001            61,829,870  $   618,299     10,000,000  $  100,000   $8,645,181   $ (1,206,000)     $ (4,938,028)
                                 ===========  ===========    ===========  ==========   ==========   ============      ============
</TABLE>

                                       F-8

<PAGE>

                                  ORASEE CORP.
                               (Formerly i3Dx.com)
                          (A Development Stage Company)
                      Consolidated Statements of Cash Flows


<TABLE>
<CAPTION>
                                                                                                              From
                                                                                                           Inception on
                                                                                                             June 18,
                                                                         For the Years Ended               1999 Through
                                                                                June 30,                     June 30,
                                                                  ---------------------------------
                                                                      2001                2000                2001
                                                                  --------------     --------------      --------------
<S>                                                           <C>                    <C>               <C>
CASH FLOWS FROM OPERATING ACTIVITIES

   Net loss                                                       $   (3,385,947)    $   (1,552,081)     $   (4,938,028)
   Adjustments to reconcile net loss to net cash
    used by operating activities:
     Common stock issued for services rendered                           385,002                  -             385,002
     Options granted below market value                                   30,829                  -              30,829
     Depreciation and amortization                                       370,091            346,708             716,799
     Bad debts                                                                 -              3,776               3,776
   Changes in operating assets and liabilities:
     (Increase) decrease in accounts receivable                           16,228            (24,185)             (7,957)
     (Increase) decrease in prepaids                                           -            (50,000)            (50,000)
     (Increase) decrease in inventory                                   (140,918)           (89,269)           (230,187)
     (Increase) decrease in deposits                                      76,000            (98,735)            (22,735)
     Increase (decrease) in accounts payable
      and accrued expenses                                               125,840             94,597             220,437
     Increase (decrease) in accounts payable -
      related party                                                      230,000                  -             230,000
                                                                  --------------     --------------      --------------

       Net Cash Used by Operating Activities                          (2,292,875)        (1,369,189)         (3,662,064)
                                                                  --------------     --------------      --------------
CASH FLOWS FROM INVESTING ACTIVITIES

   Purchase of license rights                                           (300,000)          (400,000)           (700,000)
   Purchase of investments                                                     -           (200,000)           (200,000)
   Purchase of fixed assets                                              (16,228)           (36,539)            (52,767)
                                                                  --------------     --------------      --------------

       Net Cash Used by Investing Activities                            (316,228)          (636,539)           (952,767)
                                                                  --------------     --------------      --------------

CASH FLOWS FROM FINANCING ACTIVITIES

   Proceeds from convertible debenture                                         -            500,000             500,000
   Proceeds from sale of common stock                                  1,680,950          1,433,999           3,114,949
   Cash received on stock subscription receivable                        900,000            500,000           1,400,000
                                                                  --------------     --------------      --------------

       Net Cash Provided by Financing Activities                  $    2,580,950     $    2,433,999      $    5,014,949
                                                                  --------------     --------------      --------------
</TABLE>

                                       F-9

<PAGE>

                                  ORASEE CORP.
                               (Formerly i3Dx.com)
                          (A Development Stage Company)
                Consolidated Statements of Cash Flows (Continued)

<TABLE>
<CAPTION>
                                                                                                                  From
                                                                                                          Inception on
                                                                                                              June 18,
                                                                               For the Years Ended
                                                                                                          1999 Through
                                                                                   June 30,
                                                              --------------------------------------------------------
                                                                                                              June 30,
                                                                   2001                                2000
                                                              ------------------                     --------------
                                                                                                                   2001
                                                                                                     ------------------
<S>                                                           <C>                 <C>                <C>
NET INCREASE (DECREASE) IN CASH                               $          (28,153) $         428,271  $          400,118

CASH AT BEGINNING OF PERIOD                                              428,271                  -                   -
                                                              ------------------  -----------------  ------------------

CASH AT END OF PERIOD                                         $          400,118  $         428,271  $          400,118
                                                              ==================  =================  ==================

CASH PAID FOR:

   Income taxes                                               $                -  $               -  $                -
   Interest                                                   $           40,000  $          26,667  $           40,000

NON-CASH INVESTING AND
  FINANCING ACTIVITIES:

   Common stock issued for machinery                          $                -  $               -  $        3,166,700
   Common stock issued for stock
     subscription receivable                                  $        1,206,000  $         900,000  $        2,606,000
   Common stock issued for services rendered                  $          385,002  $               -  $          385,002
   Investments and prepaids exchanged
    for license rights                                        $          250,000  $               -  $          250,000
   Common stock issued for license rights                     $           60,000  $               -  $           60,000
</TABLE>

                                      F-10

<PAGE>

                                  ORASEE CORP.
                               (Formerly i3Dx.com)
                          (A Development Stage Company)
                 Notes to the Consolidated Financial Statements
                             June 30, 2001 and 2000

NOTE 1 -  ORGANIZATION AND SIGNIFICANT ACCOUNTING POLICIES

          a.  Organization

          Orasee Corp. (the Company) was incorporated under the laws of the
          State of Nevada on June 18, 1999 under the name of 3-Dx.com. On August
          16, 1999, the Company filed an amendment to its articles of
          incorporation changing its name from 3-Dx.com to i3Dx.com. On November
          7, 2000, the Company filed an amendment to its articles of
          incorporation changing its name from i3Dx.com to Orasee Corp. The
          Company is a developer of proprietary imaging software and
          output/production procedures, and a manufacturer of optical grade
          lenticular material. The Company has combined its proprietary
          software, output/production technology, and optical plastics into an
          integrated imaging system (system). The Company is currently marketing
          the system to the graphic arts industry as a solution for the
          production of dynamic imagery containing three dimensional and/or
          sequenced motion elements.

          The Company currently maintains a 33,000 square foot manufacturing and
          research facility in Duluth, Georgia.

          100PercentSports.com (Sports) was organized under the laws of the
          State of Nevada on December 10, 1999. Sports was incorporated with
          100,000,000 authorized shares at $0.01 par value, consisting of
          99,990,000 Class A shares with 49% of the voting rights and 10,000
          Class B shares with 51% of the voting rights. Sports was formed to be
          an internet sports reporting company with a multilingual, athlete and
          country specific format.

          On December 21, 1999, the Company acquired 25,000,000 Class A common
          shares and 10,000 Class B common shares (management controlling
          shares) of Sports for $200,100. The shares acquired represents 84% of
          the outstanding voting shares of Sports at June 30, 2001.

          b. Cash and Cash Equivalents

          For purposes of financial statement presentation, the Company
          considers all highly liquid investments with a maturity of three
          months or less, from the date of purchase, to be cash equivalents.

          c. Accounts Receivable

          Accounts receivable are shown net of the allowance for doubtful
          accounts of $1,735 at June 30, 2001.

          d. Fixed Assets

          Fixed assets are stated at cost less accumulated depreciation.
          Depreciation on machinery is provided using the straight-line method
          over an expected useful life of ten (10) years. Depreciation on office
          computers and equipment is provided using the straight-line method
          over an expected life of five (5) years. Depreciation expense for the
          year ended June 30, 2001 was $325,008.

                                      F-11

<PAGE>

                                  ORASEE CORP.
                               (Formerly i3Dx.com)
                          (A Development Stage Company)
                 Notes to the Consolidated Financial Statements
                             June 30, 2001 and 2000

NOTE 1 -  ORGANIZATION AND SIGNIFICANT ACCOUNTING POLICIES (Continued)

          e. Inventory

          Inventory consists of lenticular print film for use in the development
          of film and pictures and other raw materials. Inventory is stated at
          the lower of cost determined by the first-in, first-out method or
          market. At June 30, 2001, inventory consisted of the following:

                 Raw materials                   $   85,605
                 Finished goods                     144,582
                                                 ----------

                 Total Inventory                 $  230,187
                                                 ==========

          f. Accounting Method

          The Company's consolidated financial statements are prepared using the
          accrual method of accounting. The Company has elected a June 30 year
          end.

          g. Estimates

          The preparation of financial statements in conformity with generally
          accepted accounting principles requires management to make estimates
          and assumptions that affect the reported amounts of assets and
          liabilities and disclosure of contingent assets and liabilities at the
          date of the financial statements and the reported amounts of revenues
          and expenses during the reporting period. Actual results could differ
          from those estimates.

          h. Advertising

          The Company follows the policy of charging the costs of advertising to
          expense as incurred.

          i. Credit Risks

          The Company maintains its cash accounts in one bank in Georgia. The
          Federal Deposit Insurance Corporation (FDIC) insures accounts to
          $100,000. The Company's account occasionally exceeds the insured
          amounts. The Company also maintains an account with Nations Funds
          which is not FDIC insured.

                                      F-12

<PAGE>

                                  ORASEE CORP.
                               (Formerly i3Dx.com)
                          (A Development Stage Company)
                 Notes to the Consolidated Financial Statements
                             June 30, 2001 and 2000

NOTE 1 -  ORGANIZATION AND SIGNIFICANT ACCOUNTING POLICIES (Continued)

          j. Income Taxes

          At June 30, 2001, the Company had net operating loss carryforwards of
          approximately $4,500,000 that may be offset against future taxable
          income through 2021. No tax benefit has been reported in the
          consolidated financial statements as the Company is uncertain as to
          whether the carryforwards will expire unused. Accordingly, the
          potential tax benefits of the net operating loss carryforwards are
          offset by a valuation allowance of the same amount.

          The income tax benefit differs from the amount computed at federal
          statutory rates of approximately 38% as follows:

<TABLE>
<CAPTION>
                                                            For the Years Ended
                                                                  June 30,
                                                     ---------------------------------
                                                          2001                2000
                                                     -------------         -----------
           <S>                                       <C>                   <C>
           Income tax benefit at statutory rate      $   1,127,186         $   588,509
           Change in valuation allowance                (1,127,186)           (588,509)
                                                     -------------         -----------

                                                     $           -         $         -
                                                     =============         ===========
</TABLE>

          Deferred tax assets (liabilities) are comprised of the following:

<TABLE>
<CAPTION>
                                                            For the Years Ended
                                                                  June 30,
                                                     ---------------------------------
                                                          2001                2000
                                                     -------------         -----------
           <S>                                       <C>                   <C>
           Income tax benefit at statutory rate      $   1,715,695         $   588,509
           Change in valuation allowance                (1,715,695)           (588,509)
                                                     -------------         -----------

                                                     $           -         $         -
                                                     =============         ===========
</TABLE>

          Due to the change in ownership provisions of the Tax Reform Act of
          1986, net operating loss carryforwards for Federal income tax
          reporting purposes are subject to annual limitations. Should a change
          in ownership occur, net operating loss carryforwards may be limited as
          to use in future years.

          k. Revenue Recognition

          Revenue is recognized upon shipment or delivery of finished goods to
          the customer.

          l. Principles of Consolidation

          The consolidated financial statements include the accounts of Orasee
          Corp. and 100PercentSports.com (Sports), a majority-owned (84%)
          subsidiary. All significant intercompany accounts and transactions
          have been eliminated in the consolidation.

                                      F-13

<PAGE>

                                  ORASEE CORP.
                               (Formerly i3Dx.com)
                          (A Development Stage Company)
                 Notes to the Consolidated Financial Statements
                             June 30, 2001 and 2000


NOTE 1 -  ORGANIZATION AND SIGNIFICANT ACCOUNTING POLICIES (Continued)

          m. Basic Loss Per Share

          Basic loss per share has been calculated based on the weighted average
          number of shares of common stock outstanding during the period.


                                                   For the Years Ended
                                                         June 30,
                                              ------------------------------
                                                   2001           2000
                                              --------------  --------------

          Numerator: Net loss                 $  (3,385,947)  $  (1,552,081)

          Denominator:  Weighted average
           number of shares outstanding          43,150,341      35,385,450
                                              -------------   -------------

          Basic loss per share                $       (0.08)  $       (0.04)
                                              =============   =============

          Dilutive loss per share is not presented because they would have an
          antidilutive effect on the net loss per share calculation.

          n. Reclassifications

          Certain 2000 amounts have been reclassified to conform to the 2001
          presentations.

          o. Change in Accounting Principles

          The Company has adopted the provisions of FASB Statement No. 138
          "Accounting for Certain Derivative Instruments and Hedging Activities,
          (an amendment of FASB Statement No. 133.)" Because the Company had
          adopted the provisions of FASB Statement No. 133, prior to June 15,
          2000, this statement is effective for all fiscal quarters beginning
          after June 15, 2000. The adoption of this principle had no material
          effect on the Company's consolidated financial statements.

          The Company has adopted the provisions of FASB Statement No. 140
          "Accounting for Transfers and Servicing of Financial Assets and
          Extinguishments of Liabilities (a replacement of FASB Statement No.
          125.)" this statement provides accounting and reporting standard for
          transfers and servicing of financial assets and extinguishments of
          liabilities. Those standards are based on consistent application of a
          financial-components approach that focuses on control. Under that
          approach, the transfer of financial assets, the Company recognized the
          financial and servicing assets it controls and the liabilities it has
          incurred, derecognizes financial assets when control has been
          surrendered, and derecognizes liabilities when extinguished. This
          statement provides consistent standards for distinguishing transfers
          of financial assets that are sales from transfers that are secured
          borrowings. This statement is effective for transfers and servicing of
          financial assets and extinguishments of liabilities occurring after
          March 31, 2001. This statement is effective for recognition and
          reclassification of collateral and for disclosures relating to
          securitization transactions and collateral for fiscal years ending
          after December 15, 2000. The adoption of this principle had no
          material effect on the Company's consolidated financial statement.

                                      F-14

<PAGE>

                                  ORASEE CORP.
                               (Formerly i3Dx.com)
                          (A Development Stage Company)
                 Notes to the Consolidated Financial Statements
                             June 30, 2001 and 2000

NOTE 1 -       ORGANIZATION AND SIGNIFICANT ACCOUNTING POLICIES (Continued)

               o.  Change in Accounting Principle (Continued)

               The Company has adopted the provisions of FIN 44 "Accounting for
               Certain Transactions Involving Stock Compensation (an
               interpretation of APB Opinion No. 25.)" This interpretation is
               effective July 1, 2000. FIN 44 clarifies the application of
               Opinion No. 25 for only certain issues. It does not address any
               issues related to the application of the fair value method in
               Statement No. 123. Among other issues, FIN 44 clarifies the
               definition of employee for purposes of applying Opinion 25, the
               criteria for determining whether a plan qualifies as a
               noncompensatory plan, the accounting consequence of various
               modifications to the terms of a previously fixed stock option or
               award, and accounting for an exchange of stock compensation
               awards in a business combination. The adoption of this principal
               had no material effect on the Company's consolidated financial
               statements.

               p.  Pronouncements Issued Not Yet Adopted

               In July, 2001, the Financial Accounting Standards Board issued
               two statements - Statement 141, Business Combinations, and
               Statement 142, Goodwill and Other Intangible Assets, which will
               potentially impact the Company's accounting for its reported
               goodwill and other intangible assets.

               Statement 141:

               .    Eliminates the pooling method for accounting for business
                    combinations.

               .    Requires that intangible assets that meet certain criteria
                    be reported separately from goodwill.

               .    Requires negative goodwill arising from a business
                    combination to be recorded as an extraordinary gain.

               Statement 142:

               .    Eliminates the amortization of goodwill and other
                    intangibles that are determined to have an indefinite life.

               .    Requires, at a minimum, annual impairment tests for
                    goodwill an other intangible assets that are determined to
                    have an indefinite life.

                                      F-15

<PAGE>

                                  ORASEE CORP.
                               (Formerly i3Dx.com)
                          (A Development Stage Company)
                 Notes to the Consolidated Financial Statements
                             June 30, 2001 and 2000

NOTE 1 -    ORGANIZATION AND SIGNIFICANT ACCOUNTING POLICIES (Continued)

            p.  Pronouncements Issued Not Yet Adopted (Continued)

            Upon adoption of these Statements, the Company is required to:

            .    Re-evaluate goodwill and other intangible assets that arose
                 from business combinations entered into before July 1, 2001. If
                 the recorded other intangibles assets do not meet the criteria
                 for recognition, they should be reclassified to goodwill.
                 Similarly, if there are other intangible assets that meet the
                 criteria for recognition but were not separately recorded from
                 goodwill, they should be reclassified from goodwill.

            .    Reassess the useful lives of intangible assets and adjust the
                 remaining amortization periods accordingly.

            .    Write-off any remaining negative goodwill.

            The company has not yet completed its full assessment of the
            effects of these new pronouncements on its financial statements
            and so is uncertain as to the impact. The standards generally are
            required to be implemented by the Company in its 2002 financial
            statements.

            q.  Long-lived Assets

            In accordance with SFAS No. 121, Accounting for the Impairment of
            Long-Lived Assets and for Long-Lived Assets to Be Disposed Of,
            long-lived assets are evaluated for impairment whenever events or
            changes in circumstances indicate that the carrying amount of an
            asset may not be recoverable. Any changes in estimated useful
            life are recorded prospectively and any impairment adjustments
            are recorded as expense in the period the impairment occurs. The
            Company's license rights (see Note 4) are assessed to determine
            the appropriateness of the useful life used for amortization and
            are assessed to determine whether or not impairment exists under
            both APB No. 17, Intangible Assets, and SFAS No. 121 by comparing
            the Company's progress in using these license rights to generate
            revenue compared to the Company's benchmark expectations. The
            amount of any impairment considered necessary would be determined
            by comparing the book value of the net assets to the fair value
            using methods such as the present-value of estimated future cash
            flows, sale value or other valuation methodologies available at
            the time.

                                      F-16

<PAGE>

                                  ORASEE CORP.
                               (Formerly i3Dx.com)
                          (A Development Stage Company)
                 Notes to the Consolidated Financial Statements
                             June 30, 2001 and 2000

NOTE 2 -    STOCKHOLDERS' EQUITY

            The Company has authorized 90,000,000 shares of Class A common stock
            (Class A) and 10,000,000 shares of Class B common stock (Class B).
            Each class of stock is entitled to the following provisions as
            outlined below:

            Dividend Provisions
            -------------------

            The holders of shares of Class A shall be entitled to receive, when
            and as declared by the Board of Directors out of any funds at the
            time legally available thereof, forty-nine percent (49%) of all
            common stock dividends of the Company. Each share of Class A shall
            rank on parity with each other share of Class A with respect to
            dividends. Dividend payments to the holders of shares of Class A
            shall be payable in cash by delivery of a check to each entitled
            holder's address which is registered with the Secretary of the
            Company.

            The holders of shares of Class B shall be entitled to receive, when
            and as declared by the Board of Directors out of any funds at the
            time legally available thereof, fifty-one percent (51%) of all
            common stock dividends of the Company. Each share of Class B shall
            rank on parity with each other share of Class B with respect to
            dividends. Dividend payments to the holders of shares of Class B
            shall be payable in cash by delivery of a check to each entitled
            holder's address which is registered with the Secretary of the
            Company.

            Liquidation Provisions
            ----------------------

            In the event of any liquidation, dissolution or winding up of the
            Company, whether voluntary of involuntary, the Class A and Class B
            shall be entitled to receive an amount equal to forty-nine percent
            (49%) and fifty-one percent (51%), respectively, of the amount
            payable with respect to all classes of common stock distributed
            ratably to the holders of common stock.

            Voting Provisions
            -----------------

            The holders of shares of Class A and Class B shall be entitled to
            forty-nine percent (49%) and fifty-one percent (51%), respectively,
            of the votes then held on all matters of which the shareholders of
            the Company are entitled to vote.

NOTE 3 -    COMMITMENTS AND CONTINGENCIES

            On July 1, 1999, the Company entered into a seven (7) year lease
            agreement for office and warehouse space located in Duluth, Georgia.
            The lease obligation is currently $18,000 per month with annual
            increases in proportion to any increase in the CPI from the date the
            lease is signed.

                                      F-17

<PAGE>

                                  ORASEE CORP.
                               (Formerly i3Dx.com)
                          (A Development Stage Company)
                 Notes to the Consolidated Financial Statements
                             June 30, 2001 and 2000

NOTE 4 -     LICENSE RIGHTS - RELATED PARTY

             On June 30, 1999, the Company acquired certain license rights
             from a related company (Licensor) in exchange for a license fee
             of five percent (5%) of gross sales attributable to the license
             rights. The license includes the exclusive rights in Canada,
             Mexico and the United States to manufacture and market animated
             and/or 3-dimensional photographic lenticular (micro-lens) images
             for the initial period of fifty (50) years without volume
             restrictions. The license may be renewed for a second fifty (50)
             years on like terms. The Company may also sub-license the
             licensed rights with written permission from the Licensor.

             On October 25, 1999, the license purchase agreement was amended
             to include an additional one-time fee of $400,000 to increase the
             scope of the license to include sheet fed lithographic
             technology.

             On June 1, 2001, the Company entered into a Termination of Asset
             and License Purchase Agreement (Termination Agreement) with
             Licensor in order to revise the original license purchase
             agreement. The terms of the Termination Agreement are as follows:

             1) The Company and Licensor agree to terminate the license
                royalties due under the original Agreement equal to 5% of the
                Company's gross sales.

             2) The Company and Licensor agree that the Company is entitled to
                pursue, on a global basis (not limited to the U.S., Canada and
                Mexico as originally agreed), the commercialization of all
                existing and future technology, including patents owned by
                Licensor and under the patenting process.

             3) The Company and Licensor agree that compensation from the
                Company to Licensor for termination of the original Agreement
                and expanded global use of Licensor's technology is as follows:
                a) 6,000,000 shares of the Company's Class A common stock, b)
                transfer of 303,260 shares of Licensor's common stock back to
                Licensor (the Company had previously purchased 303,260 shares of
                Licensor as an investment for $200,000), c) forfeiture by the
                Company of a $50,000 deposit previously paid to Licensor for
                materials, d) $300,000 cash, payable over two years with 10% per
                annum interest without prepayment penalty, and e) all future
                business ventures entered into by the Company and all new
                technology developed by the Company will be co-owned by Licensor
                and the Company on a 50/50 basis.

             The Company has made payments of $70,000 on the amount due to the
             Licensor. As a result, the balance owed to the Licensor as of
             June 30, 2001 is $230,000.

                                      F-18

<PAGE>

                                  ORASEE CORP.
                               (Formerly i3Dx.com)
                          (A Development Stage Company)
                 Notes to the Consolidated Financial Statements
                             June 30, 2001 and 2000

NOTE 4 -     LICENSE RIGHTS - RELATED PARTY (Continued)

             Per Staff Accounting Bulletin (SAB) No. 40, the 6,000,000 shares
             issued as part of the Termination Agreement are valued at the par
             value of the stock ($60,000) which approximates Licensor cost. Per
             SAB No. 40, transfers of non-monetary assets to a company by a
             shareholder (Licensor is a shareholder of the Company) in exchange
             for stock should be recorded at the transferor's (Licensor's)
             historical cost basis determined under generally accepted
             accounting principles.

             The license rights will be amortized over their expected useful
             life of ten (10) years. Amortization expense on the license rights
             for the years ended June 30, 2001 and 2000 was $45,083 and $26,668,
             respectively.

                                                               June 30,
                                                                 2001
                                                             ------------

                  License rights                             $  1,010,000
                  Accumulated amortization                        (71,751)
                                                             ------------

                         Total                               $    938,249
                                                             ============

NOTE 5 -     CONVERTIBLE DEBENTURE

             On October 22, 1999, the Company issued a convertible debenture to
             a shareholder (holder) in exchange for $500,000 cash. At the sole
             option of the holder and upon thirty (30) days written notice, the
             holder has the right, at any time during the term of the debenture,
             to convert up to one hundred percent (100%) of the outstanding
             principal balance into Class A common stock of the Company at the
             conversion price of two dollars ($2.00) per share at any time prior
             to maturity. The term of the note is two (2) years and interest
             accrues at the rate of eight percent (8.0%) per year. The entire
             principal balance of the note is due October 22, 2001 and interest
             is due on a monthly basis. Interest expense on the convertible
             debenture was $40,000 for the year ended June 30, 2001.

NOTE 6 -     GOING CONCERN

             The Company's consolidated financial statements are prepared using
             generally accepted accounting principles applicable to a going
             concern which contemplates the realization of assets and
             liquidation of liabilities in the normal course of business. The
             Company has incurred operating losses from its inception through
             June 30, 2001. It has not established revenues sufficient to cover
             its operating costs which raises doubt about its ability to
             continue as a going concern. However, results of operations are
             within the expectations of management due to the early stage of the
             Company's existence. Management believes that revenues will be
             sufficient to cover and exceed operating costs by the end of fiscal
             year 2002. In the interim, management has obtained equity financing
             of approximately $2.2 million from February 2001 through August
             2001 which management feels is sufficient to cover its operating
             costs until the Company becomes profitable.

                                      F-19

<PAGE>

                                  ORASEE CORP.
                               (Formerly i3Dx.com)
                          (A Development Stage Company)
                 Notes to the Consolidated Financial Statements
                             June 30, 2001 and 2000

NOTE 7 -  COMMON STOCK TRANSACTIONS

          During the year ended June 30, 2000, the Company sold 4,665,383 shares
          of its common stock for cash of $1,433,999 and a stock subscription
          receivable of $900,000 (subsequently collected in August 2000) or an
          average price of $0.50 per share.

          During the period from July to October 2000, the Company sold
          1,044,543 shares of its common stock for cash of $678,950 or $0.65 per
          share. During the period from October 2000 to June 2001, the Company
          issued 619,944 shares of its common stock for services rendered,
          valued at the cash price of the stock or an average price of $0.62 per
          share. On February 7, 2001 the Company sold 6,000,000 shares of its
          common stock for cash of $1,002,000 or $0.167 per share. On June 21,
          2001, the Company sold 9,000,000 shares of its common stock for a
          stock subscription receivable of $1,206,000 (see Note 9) or $0.134 per
          share.

NOTE 8 -  COMMON STOCK OPTIONS AND WARRANTS

          Warrants
          --------

          On June 30, 1999, the Company issued 12-month warrants to purchase up
          to 2,500,000 shares of the Company's Class A common stock. The
          warrants are exercisable at $4.00 per share. The warrants were issued
          as additional consideration for purchasing stock for $500,000. The
          expiration on the warrants was extended to June 30, 2001 and have
          expired as of that date.

          On August 9, 1999, the Company granted warrants to purchase up to
          500,000 shares of the Company's Class A common stock. The warrants are
          exercisable at $1.00 per share and expire on August 8, 2001.


                                    Number of         Weighted
                                    Warrants          Average         Weighted
                                 Outstanding at      Remaining        Average
                                    June 30,        Contractual       Exercise
               Exercise Price         2001             Life             Price
               --------------   ----------------  --------------- --------------

               $1.00                500,000            0.10          $   1.00


          The Company applies SFAS No. 123 for warrants issued, which requires
          the Company to estimate the fair value of each warrant issued at the
          grant date by using the Black-Scholes pricing model with the following
          assumptions:

               Risk-free interest rate                           5.07% - 5.79%
               Expected life                                         1-2 Years
               Expected volatility                                         68%
               Dividend yield                                             0.0

                                      F-20

<PAGE>

                                  ORASEE CORP.
                               (Formerly i3Dx.com)
                          (A Development Stage Company)
                 Notes to the Consolidated Financial Statements
                             June 30, 2001 and 2000

NOTE 8 -       COMMON STOCK OPTIONS AND WARRANTS (Continued)

               Warrants (Continued)
               ---------

               As a result of applying SFAS No. 123, the Company had no
               additional expense during the years ended June 30, 2001 and 2000.

               Employee Stock Options
               ----------------------

               On November 1, 1999, the Company granted options to purchase up
               to 400,000 shares of the Company's Class A common stock. The
               options were granted as additional compensation to an employee of
               the Company. The options are exercisable at $1.00 per share and
               expire on October 31, 2003.

               On December 6, 1999, the Company granted options to purchase up
               to 1,000,000 shares of the Company's Class A common stock. The
               options were granted to the co-founders of 100Percent Sports.com
               (500,000 options each). The options are exercisable at $1.00 per
               share and expire on February 18, 2005. On December 1, 2000,
               100,000 of these options (50,000 options each) were canceled and
               re-issued to a non-employee of the Company.

               On September 1, 2000, the Company granted options to purchase up
               to 25,000 shares of the Company's Class A common stock. The
               options were issued to an employee of the Company. The options
               are exercisable at $1.00 per share and expire on September 1,
               2005.

               On September 14, 2000, the Company granted options to purchase up
               to 5,000 shares of the Company's Class A common stock. The
               options were issued to an employee of the Company. The options
               are exercisable at $1.00 per share and expire on September 14,
               2005.

               On December 23, 2000, the Company granted options to purchase up
               to 35,000 shares of the Company's Class A common stock. The
               options were issued to employees of the Company. The options are
               exercisable at $1.00 per share and expire on December 23, 2005.

               The following tables summarize the information regarding employee
               stock options at June 30, 2001:

                      Options outstanding at June 30, 2000           1,400,000
                      Options granted                                   65,000
                      Options canceled                                (100,000)
                      Options exercised                                      -
                                                                  ------------

                      Options outstanding at June 30, 2001           1,365,000
                                                                  ============

                                      F-21

<PAGE>

                                  ORASEE CORP.
                               (Formerly i3Dx.com)
                          (A Development Stage Company)
                 Notes to the Consolidated Financial Statements
                             June 30, 2001 and 2000

NOTE 8 -      COMMON STOCK OPTIONS AND WARRANTS (Continued)

              Employee Stock Options (Continued)
              ----------------------

<TABLE>
<CAPTION>
                             Number of     Weighted                      Number of
                              Options       Average       Weighted        Options         Weighted
                            Outstanding    Remaining       Average     Exercisable at      Average
                Exercise     June 30,     Contractual     Exercise       June 30,         Exercise
                 Price         2001           Life          Price          2001             Price
              ------------  ------------  ------------  -------------  --------------   ------------
              <S>           <C>           <C>           <C>            <C>              <C>
              $ 1.00        1,365,000        3.24         $ 1.00        1,365,000         $ 1.00
</TABLE>

             The Company applies APB Opinion 25 and related Interpretations in
             accounting for its plan. Accordingly, no compensation cost has been
             recognized for its stock option plan. Had compensation cost for the
             Company's stock-based compensation plan been determined based on
             the fair value at the grant dates for awards under such plan
             consistent with the method of FASB Statement 123, "Accounting for
             Stock-Based Compensation" (SFAS No. 123), the Company's net loss
             and basic loss per common share would have been unchanged to the
             pro forma amounts indicated below:

<TABLE>
<CAPTION>
                                                                       June 30,
                                                            ------------------------------
                                                                 2001           2000
                                                            -------------  ---------------
                      <S>                                   <C>            <C>
                      Net loss as reported                  $  (3,325,538) $  (1,552,081)
                      Pro forma net loss                       (3,325,538)    (1,552,081)
                      Basic loss per share as reported              (0.08)         (0.04)
                      Pro forma basic loss per share                (0.08)         (0.04)
</TABLE>

             The Company estimates the fair value of each stock option at the
             grant date and re-valuation date by using the Black-Scholes option
             pricing model based on the following assumptions:

                      Risk free interest rate                  4.93% - 6.07%
                      Expected life                                3-5 Years
                      Expected volatility                                45%
                      Dividend yield                                     0.0

             Non-Employee Options
             --------------------

             On November 1, 1999, the Company granted options to purchase up to
             400,000 shares of

                                      F-22

<PAGE>

     the Company's Class A common stock. The options were granted as additional
     compensation to an employee of the Company. The options are exercisable at
     $1.00 per share and expire on October 31, 2003.

                                      F-23

<PAGE>

                                  ORASEE CORP.
                               (Formerly i3Dx.com)
                          (A Development Stage Company)
                 Notes to the Consolidated Financial Statements
                             June 30, 2001 and 2000

NOTE 8 -  COMMON STOCK OPTIONS AND WARRANTS (Continued)

          Non-Employee Options (Continued)
          --------------------

          On November 15, 2000, the Company granted options to purchase up to
          150,000 shares of the Company's Class A common stock. The options were
          issued to consultants of the Company. The options are exercisable at
          $1.00 per share and expire on November 15, 2005.

          On December 1, 2000, the Company granted options to purchase up to
          100,000 shares of the Company's Class A common stock. The options are
          exercisable at $1.00 per share and expire on December 1, 2003.

          On December 23, 2000, the Company granted options to purchase up to
          5,000 shares of the Company's Class A common stock. The options were
          issued to a consultant of the Company. The options are exercisable at
          $1.00 per share and expire on December 23, 2005.

          On February 20, 2001, the Company granted options to purchase up to
          120,000 shares of the Company's Class A common stock. The optins were
          issued to a consultant of the Company. The options are exercisable at
          $1.00 per share and expire on February 20, 2006.

          On March 8, 2001, the Company granted options to purchase up to
          300,000 shares of the Company's Class A common stock. The options were
          issued to a consultant of the company. The options are exercisable at
          $0.65 per share and expire on March 8, 2006.

          On May 9, 2001, the Company granted options to purchase up to 100,000
          shares of the Company's Class A common stock. The options were issued
          to several consultants of the Company. The options are exercisable at
          $0.65 per share and expire on May 9, 2006.

          On June 21, 2001, the Company granted options to purchase up to
          2,000,000 shares of the Company's Class A common stock. The options
          were issued to a consultant of the Company. The options are
          exercisable at $0.15 per share and expire on June 21, 2006.

          The options issued were to non-employees of the Company. The following
          tables summarize the information regarding non-employee options
          outstanding at June 30, 2001. All the options are exercisable at June
          30, 2001.

                    Options outstanding at June 30, 2000               44,000
                    Options granted                                 2,775,000
                    Options exercised                                       -
                                                                  -----------

                    Options outstanding at June 30, 2001            2,819,000
                                                                  ===========

                    Weighted average exercise price of options
                     outstanding at June 30, 2001                 $      0.35
                                                                  ===========

                                      F-24

<PAGE>

                                  ORASEE CORP.
                               (Formerly i3Dx.com)
                          (A Development Stage Company)
                 Notes to the Consolidated Financial Statements
                             June 30, 2001 and 2000


NOTE 8 -  COMMON STOCK OPTIONS AND WARRANTS (Continued)

          Non-Employee Options (Continued)
          --------------------

<TABLE>
<CAPTION>
                          Number of      Weighted                    Number of
                           Options        Average      Weighted       Options       Weighted
                         Outstanding     Remaining      Average   Exercisable at     Average
            Exercise       June 30,     Contractual    Exercise       June 30,      Exercise
             Prices         2001           Life          Price         2001           Price
          ------------  -------------  -------------  -----------  --------------  ----------
          <S>           <C>           <C>             <C>          <C>             <C>
          $   0.15       2,000,000        4.91        $   0.15      2,000,000      $  0.15
          $   0.65         400,000        4.71        $   0.65        400,000      $  0.65
          $   1.00         419,000        3.81        $   1.00        375,000      $  1.00
</TABLE>

          The Company applies SFAS No. 123 for options issued to non-employees,
          which requires the Company to estimate the fair value of each option
          issued at the grant date by using the Black-Scholes pricing model with
          the following assumptions:

               Risk-free interest rate                             4.65% - 5.92%
               Expected life                                           3-5 Years
               Expected volatility                                    45% - 134%
               Dividend yield                                                0.0

          As a result of applying SFAS No. 123, the Company had an expense of
          $30,829 and $-0- during the years ended June 30, 2001 and 2000,
          respectively. The expense is included in the general and
          administrative amount in the statement of operations.

NOTE 9 -  SUBSEQUENT EVENT

          Subsequent to year end, the Company collected $970,000 on the stock
          subscription receivable.

                                      F-25