UNITED STATES SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D. C. 20549
                                   FORM 10-KSB

(x  )     ANNUAL  REPORT  PURSUANT  TO  SECTION  13  OR 15 (d) OF THE SECURITIES
          EXCHANGE  ACT  OF  1934  (FEE  REQUIRED)
          For the fiscal year ended               December 31, 1999
                               -------------------------------------------------

(  )     TRANSITION  REPORT  PURSUANT  TO SECTION 13 OR 15 (d) OF THE SECURITIES
         EXCHANGE  ACT  OF  1934  (NO  FEE  REQUIRED)
         For  the  transition  period  from     to
                                           -----   -----
             Commission File number            1-7301
                                    -------------------------------

                         COLORMAX   TECHNOLOGIES,  INC.
                         ------------------------------
               (Exact name of registrant as specified in charter)

        Delaware                                          75-1329265
--------------------------------                     -------------------
State  or  other  jurisdiction                  (I.R.S.  Employer  I.D.  No.)
of  incorporation or  organization



  14251  Chamber  Rd.,  Tustin  Ca.                          92780
-----------------------------------                     ----------------
(Address  of  principal  executive  offices)             (Zip  Code)

Issuer's  telephone  number,  including  area  code         714-730-7900
                                                    --------------------------

Securities  registered  pursuant  to  section  12  (b)  of  the  Act:

Title  of  each  class                                  Name of each exchange on
which  registered
   None                                                         None
-----------                                           --------------------------

Securities  registered  pursuant  to  section  12  (g  )  of  the  Act:
      None
----------------------
   (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.

   (1) Yes [ x  ]   No [    ]                      (2)  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 the 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:  $      3,150
                                                                   -----------

State  the  aggregate  market value of the voting stock held by nonaffiliates of
the registrant. The aggregate market value shall be computed by reference to the
price  at  which the stock was sold, or the average bid and asked prices of such
stock,  as  of  a  specified  date  within  the  past  60  days.


<PAGE>
At  December  31, 1999, the aggregate market value of the voting stock  held  by
nonaffiliates  is  estimated  to  be  $75,400,000.

     (ISSUERS INVOLVED IN BANKRUPTCY PROCEEDINGS DURING THE PAST FIVE YEARS)

                                 Not applicable

                   (APPLICABLE ONLY TO CORPORATE REGISTRANTS)

As  of  December 31, 1999, the registrant had 22,751,914  shares of common stock
issued  and  outstanding.

                       DOCUMENTS INCORPORATED BY REFERENCE

List hereunder the following documents if incorporated by reference and the part
of  the  form  10-  KSB (e.g., part I, part II, etc.) into which the document is
incorporated:  (1) Any annual report to security holders; (2) any proxy or other
information  statement; and (3) Any prospectus filed pursuant to rule 424 (b) or
(c)  under  the  Securities  Act  of  1933:  NONE

<PAGE>


<TABLE>
<CAPTION>


                                 TABLE OF CONTENTS

                                                                          Page
                                                                          ----
<S>                                                                      <C>

PART I
--------

ITEM 1..  DESCRIPTION OF BUSINESS                                           4

ITEM 2..  DESCRIPTION OF PROPERTIES                                         4

ITEM 3..  LEGAL PROCEEDINGS                                                 4

ITEM 4..  SUBMISSION OF MATTERS TO VOTE OF SECURITY HOLDERS                 4

PART II
--------

ITEM 5..  MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS          5

ITEM 6..  MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION         5

ITEM 7..  FINANCIAL STATEMENTS                                              8

ITEM 8..  CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING
          AND FINANCIAL DISCLOSURE                                          8

PART III
--------

ITEM 9..  DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS, AND CONTROL PERSONS;
          COMPLIANCE WITH SECTION 16 (a) OF THE EXCHANGE ACT                9

ITEM 10.  EXECUTIVE COMPENSATION                                           11

ITEM 11.  SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT   11

ITEM 12.  CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS                   12

PART IV
--------

ITEM 13.  EXHIBITS                                                         10
</TABLE>



                        ITEM 1.  DESCRIPTION OF BUSINESS



HISTORY  AND  ORGANIZATION
The  Company  was  incorporated under the laws of the State of  Delaware on June
14,  1971.  There  have  been  several name changes and authorized stock changes
resulting  in  the  present name and the authorized  shares shown in the balance
sheet.

During  June  1999, after transferring its remaining assets and liabilities, the
Company  acquired  all  the  outstanding  stock  of  RGB  Technology  Group Inc.

RGB  Technology  Group Inc. was organized in the state of  Delaware on April 28,
1999  for  the  purpose  of   marketing  ColorMax   lenses  and a computer color
vision  test  software.

DESCRIPTION  OF  BUSINESS
ColorMax  Technologies,  Inc.  is  a  scientifically  based  manufacturer  and
distributor  of  innovative optical technologies.  The Company's ColorMax  brand
of medical products are the first and only optical aid approved by the U.S. Food
and  Drug  Administration  designed  specifically  to  address  the needs of the
genetically  colorblind  and  color  vision deficient population.  The Company's
principal  strengths  are its scientific leadership in the field of color vision
and  its  ability to market this breakthrough medical technology.  The Company's
products  are  currently  available  in  the  United  States  and  Australia.

FORWARD-LOOKING  STATEMENTS
The  following contains some forward-looking statements which are based upon the
plans,  goals and objectives of the Company and its management.  Such statements
are  subject  to various risks and uncertainties.  Numerous factors exist within
the  business  world  which may prevent the successful attainment of such plans,
goals and objectives.  Consequently, the reader should consider that such risks,
uncertainties  and  unknown  factors may cause actual results to vary materially
from  those  stated  goals  outlined  below.



                       ITEM 2.  DESCRIPTION OF PROPERTIES



The  Company  does  not  own  any  real  property



                           ITEM 3.  LEGAL PROCEEDINGS



None



         ITEM 4.  SUBMISSION OF MATTERS TO A VOTE OF SECURITIES HOLDERS


<PAGE>


On July 16, 1999 the Company received the consent to change the Company name  to
ColorMax Technologies, Inc. and was effective September 7, 1999.


        ITEM 5.  MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS



During  the  past  two  years  through  December  31,  1999  there  has  been no
established  trading market for the shares of the Registrant's common stock over
an  exchange  however  the  stock  has  been  trading  over-the-counter in small
quantities.  The trading amounts for a share of stock for the last two years are
listed  below  by  quarter:

<TABLE>
<CAPTION>


               1999        1998
             Low  High  Low   High
             ---  ----  ----  ----
<S>          <C>  <C>   <C>   <C>
     First.  .13   .25  .156   .28
     Second  .16   .20  .156   .28
     Third.  5.5    .6  .125  .219
     Fourth    9. 9.75  .125  .219
</TABLE>


The above market quotes were provided by NASDAQ  OTC Trading and Market Service.
There  have  been  no  interdealer  sales.  During  the  last  fiscal  year  the
Registrant  has  sold  100,000  pre  split common shares of its capital stock at
$1.00  per share in a private offering. Since its inception, the Company has not
paid any dividends on its common stock, and the Company does not anticipate that
it  will  pay  dividends  in  the  foreseeable  future. At December 31, 1999 the
Company  had  approximately  3,795  shareholders.



       ITEM 6.  MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION



In  June  of  1999,  after  the  reorganization  outlined in item 1, the Company
changed  management  and   as  part  of  the  acquisition  and  merger  with RGB
Technology  Group, Inc., the Company began operations in the distribution of the
ColorMax  brand  of  specialty  medical  eye products and transferred all of its
prior  business  and  assets  in  the  physical  care  field  which  it had been
developing  since  1996.

Acquisition  of  Marketing  Rights
----------------------------------
In  June  1999,  the  Company  obtained a long-term exclusive license to market,
sell, and distribute  the  proprietary  technologies  of  the  ColorMax  product
line in the United States, Australia, New Zealand,  Japan  and  United  Kingdom.

Colorblindness  and  Corrective  Aids
-------------------------------------
Color  blindness is genetic condition that affects approximately 1 in 12 men and
1  in  250  women  or  8%  of men and 0.5% of women, respectively.  There are 12
million  colorblind  Americans and over 250 million colorblind people around the
world.  Color  blindness  is caused by genetic defect on the X chromosome and is
passed  on  by  women who are carriers to their sons.  Color vision deficiencies
are  caused  when  there  is  a  malfunction of the photo receptive cones in the
retina.  Color  vision  deficiencies  can  also  be  acquired  with  age or from
illness,  such  as  diabetes.


<PAGE>
Color  is  a  critical  element  in  visual  communication.  There  is a growing
emphasis  on  color in modern day society to easily convey the rising complexity
of  data  and  information.  Virtually  every occupation relies on color to some
degree.  Many  professions  are  highly  color  sensitive  including  the  arts,
computers,  graphics,  electronics  and  transportation.

People who suffer from colorblindness are significantly disadvantaged throughout
their  lives  educationally, vocationally and in simple everyday activities.  Of
special importance is the high rate that colorblind children are undiagnosed and
who face serious hardships in school with color-coded learning materials such as
blocks  and  maps.  Furthermore,  the  long-term  consequences of an undiagnosed
color  vision  deficiencies  will  often  continue  throughout  adulthood.

The  two  most  common  types  of  genetic  color  vision  deficiencies  are:



     Deuteranamolous  (also  known  as  green weak): defect in medium wavelength
     frequency  or     green  color  confusion

     Protanamolous  (also  known  as  red  weak): defect i8n the long wavelength
     frequency  or  red     color  confusion

Tritanamolous,  or  blue-yellow  color  confusion  is  the  most  common type of
acquired  color  vision  deficiency.

The  concept  of  corrective  aids for color vision deficiencies has been in the
scientific  mind for many years, including by the physicist James Clerk Maxwell.
However,  there  has never been a corrective aid that has adequately achieved an
improvement  in  color  vision  discrimination.  The  X-Chrom  contact  lens,  a
red-tinted  hard  contact lenses worn monocularly in the dominant eye, for color
vision  deficiencies  were  available  in the 1970's and is no longer available.
Currently,  there  are  no  optical  aids in the market which effectively treats
colorblindness.


In  November 1999, the FDA approved ColorMax  Color Vision Enhancement Lenses as
the  first  safe  and  effective  optical aid for duetan and protan color vision
deficiencies  ColorMax  Color  Vision  Enhancement  Lenses  change  the spectral
energy  composition  of light entering the eye to balance brightness, saturation
and hue and improve color vision discrimination.  ColorMax   lenses have been in
development  for  over  a  decade.

Products
--------
ColorMax   offers  a  line  of  optical  goods  that detect and aid color vision
deficiencies  by  the  use  of  ColorMax  Color  Vision  Enhancement  Lenses.

Every  colorblind  person  has  a  distinct  color  vision  makeup  and  is
characteristized  by a distinct type of color vision defect and severity.  There
are  10  different  types  of  Color  Vision  Enhancement  Lenses  to  properly
accommodate each individual.  There are two classifications of ColorMax  lenses,
the  Duetan  Series  and the Protan Series.  Each classification is divided into
five  density  classes,  one  though  five.  By selecting the appropriate filter
component,  greater  color  vision  discrimination  is  achieved.


<TABLE>
<CAPTION>

DEUTAN SERIES LENSES  PROTAN SERIES LENSES
<S>                   <C>

        D1. . .                 .  P1
        D2. . .                 .  P2
        D3. . .                 .  P3
        D4. . .                 .  P4
        D5. . .                 .  P5
</TABLE>



ColorMax  lenses  are custom to properly accommodate each individual.  There are
two  classifications of ColorMax   can process various types of lenses including
CR-39,  polycarbonate  and  glass  and  are  available  as plano or prescription
lenses.  The lense have been categorized by the FDA as a "prescription spectacle
lens"  and  may  be  considered  as such by most health care plans and insurance
companies.

ColorMax  Color  Test
-------- ------------
The  ColorMax  Color  Test is a computerized psuedo-ischronmatic plate test that
helps  optometrists  and  ophthalmologists select the appropriate ColorMax  lens
for  the  patient.  Using  the  software,  the  doctor can make an accurate lens
selection  in  a  few  minutes.  ColorMax  Color  Test  operates  on the Windows
platform.

ColorMax  Color  Vision  Testing  Program  and  Protocol
-------- -----------------------------------------------
The  ColorMax  Color  Vision  Testing  Program  and  Protocol  consists  of
comprehensive  color  vision  testing  and  an  iterative  lens fitting process.
Optometrists  and  ophthalmologists  administer  the  ColorMax  Color  Test, the
Ishihara Psuedo-Isochomatic Plate Test and the Farnsworth D-15 Test to patients.
ColorMax  lenses are selected and tested to measure the patient's performance on
the  color  vision  tests  and  tasks  and  to evaluate the patient's subjective
response  to  the  environment  in  a  non-clinical  setting.

ColorMax  Soft  Contact  Lenses
-------- ----------------------
ColorMax  soft  contact  lenses are currently in development. ColorMax   contact
lenses  are  based  on the same technology and work similarly to ColorMax  Color
Vision  Enhancement  Lenses.  The  Company  will  seek  FDA approval on the soft
Contact  Lenses  and  then  distribute  them  through  its  authorized  ColorMax
providers.

Distribution
------------
ColorMax  Color  Vision  Enhancement  Lenses  are  a  medical  device  and  are
distributed  only  through authorized eye care professionals.  Licensed eye care
professionals,  such as optometrists and opthamologists, have the experience and
education  to properly diagnose and treat vision related conditions.  Authorized
ColorMax  providers  undergo  extensive  training  to  learn to use the ColorMax
system  and  understand  ColorMax  products.

Marketing  and  Sales
---------------------
ColorMax  marketing  objective  is to maximize patient awareness of an effective
corrective  aid  and  to  make it easy and convenient for color vision deficient
patients  to te primary function of ColorMax's domestic sales force is to expand
the  ColorMax  provider  base  of  eye  care  professionals and to help existing
ColorMax  patient  base  within  their  practice.

ColorMax  believes  that  effective marketing and education, patient service and
its relationships with its providers effectively manage their ColorMa   program,
including  national  consumer  marketing  and extensive practice support such as
Internet  referrals,  marketing  materials,  public  relations  assistance and a
toll-free  patient  care  line.

<PAGE>
Advertising  and  Promotion
---------------------------
ColorMax's products receive significant publicity and media coverage.  The media
relates  to the human element to how ColorMax   products help people improve and
change  their  lives in fundamental ways as well as to the technology behind the
lenses.  The  ColorMax   products  have  been  featured in over 100 national and
local newspapers, television news broadcasts and radio programs.  This publicity
has  helped  established the ColorMax   brand name to a large general population
and  to  the  colorblind  market.

Furthermore,  through  ColorMax's  clear  and  cohesive  advertising strategies,
doctors  and  patients  are  gaining  brand  recognition  of ColorMax  products.
Optometrists  and  Opthamologists  learn  about  ColorMax  providers  through
demonstrations  and  lectures  given at optical trade shows where they attend to
maintain  their  certification through continuing education.  Potential patients
learn  about  ColorMax  products  through  direct  mail,  print  advertisement,
in-store  visual displays mailers and the Internet.  ColorMax maintains a strong
presence  on  the  Internet.  The  ColorMax  website provides detailed technical
information  on  the  science  of  colorblindness  and useful tips on lifestyle.
Additionally,  patients  can  find  the nearest ColorMax   provider on the site.
Through  the  Internet  site,  ColorMax  has received thousands of registrations
from  colorblind people.  The company is assembling one of the largest databases
of  color  deficient  people  in  the  world.

Manufacturing
-------------
The  manufacture of ColorMax  lenses is a complex process that involves numerous
stages  and  a series of quality control tests before shipment.  In September of
1999,  the Company relocated to a new manufacturing facility with three build in
clean  room  facilities.  The  Company  performs  its  proprietary manufacturing
methods  in-house using specially designed and engineered equipment.  ColorMax's
in-house  manufacturing  enables  production  in  accordance with strict quality
control standards and the protection of its processes.  The Company also has the
opportunity  to  experiment  with  new technologies and materials in its product
development.  There  are  a  wide  array of suppliers that we can obtain our raw
materials.  The  Company  could  find  substitute  suppliers  if  necessary.

Research  and  Development  and  Regulatory
-------------------------------------------
ColorMax  is  committed to research and development in the area of color vision.
ColorMax  has  signed  agreements  for cooperative research and development with
pre-eminent  researchers  in  the  field.  There  are  several  products  in the
development  pipeline.  Licensed  technology  developed  by  other parties could
provide an additional source of potential products.  All medical devices require
approval  by  the  FDA  prior  to  marketing  and distribution.  The Company has
received  FDA  approval  on  its  ColorMax   Color Vision Enhancement Lenses and
plans  on  receiving  the  necessary  approvals  on  its  other  products.

Competition
-----------
The  FDA  has  not  given approval to any other optical aids for red-green color
vision  deficiencies.  Currently,  there is little competition and ColorMax  has
the opportunity to dominate this newly emerging market.  While it is anticipated
that  other  companies  will  try to develop similar aids and seek FDA approval,
their  outcome  is  uncertain.


Liquidity  and  Capital  Resources
----------------------------------

<PAGE>
ColorMax  has  plans  to  make  further  investments  in  equipment  to increase
production  capacity  in  order to keep up with demand.  At the end of the year,
the  Company  needed  to raise additional funds for its ongoing operations.  The
Company  successfully  raised the funds in March 2000, as detailed in Subsequent
Events in the accountants report, and currently has sufficient funds to meet its
operations  for  approximately  two  to  three  years.

Results  of  Operations
-----------------------
The  Company  has  not  started  the  operations  in  the optical industry.  Its
future  operations  will  consist  of  marketing,  selling, and distributing the
proprietary  vision  care  technology  outlined  above.




                          ITEM 7.  FINANCIAL STATEMENTS



The  financial  statements  of the Company are  included following the signature
page  to  this  form  10-KSB.



            ITEM 8.  CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON
                       ACCOUNTING AND FINANCIAL DISCLOSURE



None



        ITEM 9.  DIRECTORS AND EXECUTIVE OFFICERS, PROMOTERS, AND CONTROL
           PERSONS; COMPLIANCE WITH SECTION 16(A) OF THE EXCHANGE ACT



At  December  31, 1999 the following table shows  the name, age, and position of
each  executive  officer and director and the term of office of each director of
the  Company.



<TABLE>
<CAPTION>



Name              Age              Position                   Director and/or Officer Since
----------------  ---  ---------------------------------      -----------------------------
<S>               <C>      <C>                                <C>

Donald H. Hansen   73       President and Director                                      1999

John D. Jantzi .   52       Vice President and Dir.                                     1999

Julie Kim. . . .   25       Secretary, Treasurer and Director                           1999
</TABLE>



     The  term of office of each director is one year and until his successor is
elected  at  the  Registrant's  annual  shareholders'  meeting and is qualified,
subject  to removal by the shareholders.  The term of office for each officer is
one  year  and until his successor is elected at the annual meeting of the Board
of  Directors  and  is  qualified, subject to removal of the Board of Directors.


<PAGE>
     DONALD  H.  HANSEN,  O.D., President and Director, Dr. Hansen, age 73, is a
graduate of Coe College in Cedar Rapids, Iowa, and the Illinois College in Cedar
Rapids,  Iowa, and the Illinois College of Optometry.  He has owned and operated
the  Main  Vision  Clinic  & Contact lens Center of Davenport, Iowa, since 1968.
Since  1993,  Dr.  Hansen  has been the President/CEO of The American College of
Ophthermology, Inc., and Supervision Research Development Company, Inc., both of
which  are devoted to research into eye temperature measurement and diagnosis of
health  problems  based  on  ocular  thermal  mapping.  Dr. Hansen has conducted
extensive  research  on  the  relationship  between  low  ocular  blood flow and
increased  risk  of  stroke  and  heart  attack.  He  is  a  member  of numerous
professional  organizations,  including  American Optometric Association and the
Iowa  Optometric Association.  Dr. Hansen is the founder of the National Council
of  Ophthalmic  Inventors  and  the  National  Care  Association.

     JOHN  D. JANTZI, O.D., Vice President and Director.  Dr. Jantzi is 52 years
of  age.  He  received  his  Doctor  of  Optometry degree from the University of
Waterloo  in  1975,  and was granted a Master of Science degree in physiological
optics  in 1981.  Dr. Jantzi has practiced optometry in the Vancouver area since
that  time.  He  co-produced the award winning television program "Life is Worth
Seeing,"  which  is  televised  annually  by  the  Knowledge  Network in British
Columbia.  Dr.  Jantzi  is  a  frequent lecturer and has participated in over 30
clinical  research  projects  with  the  U.S.  Food  and Drug Administration and
numerous  major  ophthalmic  corporations.  He  was  the  editor-in-chief of the
Canadian  Vision  science  journal  Practical  Optometry from 1990 to 1998.  Dr.
Jantzi  is  a  member  of  the Canadian Association of Optometrists, the Ontario
Association  of  Optometrists,  and  the  British  Columbia  Association  of
Optometrists.

     JULIE  KIM,  AGE  25,  Secretary,  Treasurer and  Director,  graduated from
Cornell  University in 1997 with a degree in Business Administration.  From 1995
to  1996, she was the Vice President for Development of LightDrive Technologies,
Inc., of Ft. Lauderdale, Florida.  From 1997 to 1998, she served as a Consultant
for  Ernst  &  Young LLP and E&Y Kenneth Leventhal Real Estate Group in New York
City  and  Miami.  Ms.  Kim  is  the creator of Lodging Magazine's Lodging Stock
Index,  which  tracks  the  performance  of lodging stocks versus the Standard &
Poor's  500.  Ms.  Kim  is  a  member  of  the  Cornell  Society  of  Hotelmen.

Except  as indicated below, to the knowledge of management, during the past five
years,  no  present or former director, executive officer or person nominated to
become  a  director  or  an  executive  officer  of  the  Company:

(1)  filed  a petition under the federal bankruptcy laws or any state insolvency
law,  nor  had  a receiver, fiscal agent or similar officer appointed by a court
for  the business or property of such person, or any partnership in which he was
a  general  partner  at  or  within  two  years  before the time of such filing;

(2)  was  convicted  in  a  criminal  proceeding  or  named subject of a pending
criminal  proceeding  (excluding  traffic  violations and other minor offenses);

(3)  was  the  subject  of  any  order,  judgment  or  decree,  not subsequently
reversed,  suspended  or  vacated,  of  any  court  of  competent  jurisdiction,
permanently  or  temporarily  enjoining  him  from  or  otherwise  limiting, the
following  activities:


     (i)  acting as a futures commission merchant, introducing broker, commodity
trading advisor, commodity     pool operator, floor broker, leverage transaction
merchant,  associated  person  of  any of the foregoing, or as     an investment
advisor, underwriter, broker or dealer in securities, or as an affiliate person,
director or     employee of any investment company, or engaging in or continuing
any  conduct  or  practice  in  connection     with  such  activity;

     (ii)  engaging  in  any  type  of  business  practice;  or

     (iii)  engaging  in any activity in connection with the purchase or sale of
any  security or commodity or in     connection with any violation of federal or
state  securities  laws  or  federal  commodities  laws;


(4)  was  the  subject  of  any  order,  judgment,  or  decree, not subsequently
reversed,  suspended,  or  vacated,  of  any federal or state authority barring,
suspending  or otherwise limiting for more than 60 days the right of such person
to  engage  in any activity described above under this Item, or to be associated
with  persons  engaged  in  any  such  activity;


<PAGE>
(5)  was  found by a court of competent jurisdiction in a civil action or by the
Securities  and  Exchange  Commission  to  have  violated  any  federal or state
securities  law,  and  the  judgment  in  such  civil  action  or finding by the
Securities  and  Exchange  Commission  has  not  been  subsequently  reversed,
suspended,  or  vacated.

(6)  was  found by a court of competent jurisdiction in a civil action or by the
Commodity  Futures  Trading  Commission to have violated any federal commodities
law,  and the judgment in such civil action or finding by the Commodity Futures
Trading  Commission  has  not  been subsequently reversed, suspended or vacated.

                COMPLIANCE WITH SECTION 16(A) OF THE EXCHANGE ACT

Since  the Company ceased operations, the Company knows of no person, who at any
time  during  the  subsequent  fiscal years, was a director, officer, beneficial
owner  of  more  than  ten  percent  of  any  class  of equity securities of the
registrant  registered  pursuant to Section 12 ("Reporting Person"), that failed
to  file  on  a  timely  basis  any reports required to be furnished pursuant to
Section 16 (a). Based upon a review of Forms 3 and 4 furnished to the registrant
under  Rule  16a-3(d) during its most recent fiscal year the registrant knows of
no  Reporting  Person  that  failed to file the required reports during the most
recent  fiscal  year  or  prior  years.




                        ITEM 10.  EXECUTIVE COMPENSATION



CASH  COMPENSATION

There  was no cash compensation paid to any director or executive officer of the
Company  during  the  fiscal  years  ended  December  31,  1999

BONUSES  AND  DEFERRED  COMPENSATION

During  1999  officers  and  Directors  received post split common shares of the
Company  as  compensation  as  follows:

<TABLE>
<CAPTION>

         Name           Shares
----------------------  ------
<S>                     <C>
Donald H. Hansen        33,334
John D. Jantzi .        30,000
Julie Kim. .       . .  30,000
</TABLE>



During  1999  accrued  compensation  was  recorded  and is due to   Julie Kim of
$42,000.

COMPENSATION  PURSUANT  TO  PLANS

None.

PENSION  TABLE
None.

OTHER  COMPENSATION
None

TERMINATION  OF  EMPLOYMENT  AND  CHANGE  OF  CONTROL  ARRANGEMENT


<PAGE>
There  are  no  compensatory  plans  or  arrangements,  including payments to be
received from the Company, with respect to any person named in Cash Compensation
set  out  above  which  would  in  any way result in payments to any such person
because  of  his  resignation, retirement, or other termination of such person's
employment with the Company or its subsidiaries, or any change in control of the
Company,  or  a  change in the person's responsibilities following a changing in
control  of  the  Company.




ITEM  11.  SECURITY  OWNERSHIP  OF  CERTAIN  BENEFICIAL  OWNERS  AND  MANAGEMENT



The following table sets forth as of December 31, 1999, the name and address and
the  number  of  shares  of  the  Company's  Common  Stock  held  of  record  or
beneficially  by  each person who held of record, or was known by the Company to
own  beneficially,  more  than  5%  of the issued and outstanding shares  of the
Company's  Common  Stock, and the name and shareholdings of each director and of
all  officers  and  directors  as  a  group.


<TABLE>
<CAPTION>

                              NATURE OF     NUMBER OF
NAME OF PERSON OR GROUP     OWNERSHIP (1)  SHARES OWNED   PERCENT
--------------------------  -------------  ------------  ---------
<S>                         <C>            <C>           <C>
Donald H. Hansen . . . . .                      33,334          .1
John D. Jantzi                                  30,000          .1
Julie Kim                                       30,000          .1

Kimrose Holdings . . . . .                   5,903,000        26.9

All Officers and Directors
and benefical owner
            as a group                       5,996,334        26.3
</TABLE>



            ITEM 12.  CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS



TRANSACTIONS  WITH  MANAGEMENT  AND  OTHERS

Except as indicated below, and for the periods indicated, there were no material
transactions,  or  series  of  similar  transactions, since the beginning of the
Company's last fiscal year, or any currently proposed transactions, or series of
similar  transactions,  to which the Company was or is to be party, in which the
amount involved exceeds $60,000, and in which any director or executive officer,
or  any  security  holder  who  is  known  by  the  Company  to own of record or
beneficially  more  than  5%  of any class of the Company's common stock, or any
member of the immediate family of any of the foregoing persons, has an interest.

INDEBTEDNESS  OF  MANAGEMENT


<PAGE>
There  were  not material transactions, or series of similar transactions, since
the  beginning  of  the  Company's  last  fiscal year, or any currently proposed
transactions,  or series of similar transactions, to which the Company was or is
to  be  a  party,  in which the amount involved exceeds $60,000 and in which any
director  or  executive  officer,  or  any  security  holder who is known to the
Company  to  own  of  record  or  beneficially  more than 5% of any class of the
Company's  common  stock,  or  any  member of the immediate family of any of the
foregoing  persons,  has  an  interest.

TRANSACTIONS  WITH  PROMOTERS

The  Company  was  organized  more  than  five  years ago therefore transactions
between  the  Company  and  its  promoters  or founders are not considered to be
material.



                   ITEM 13.  EXHIBITS AND REPORTS ON FORM 8-K


(a)  (1)  FINANCIAL  STATEMENTS. The following financial statements are included
in  this  report:
<TABLE>
<CAPTION>



Title of Document                                                            Page
-----------------------                                                      ----
<S>                                                                          <C>
Report of Andersen Andersen and Strong. . . . . . . . . . . . . . . . . . .    14

Balance Sheet as of December 31, 1999 . . . . . . . . . . . . . . . . . . .    15

Statements of Operations for the period April 28, 1999 to December 31, 1999    16

Statements of Changes in Stockholders' Equity for the period April 28, 1999
    to December 31, 1999. . . . . . . . . . . . . . . . . . . . . . . . . .    17

Statements of Cash Flows for the period April 28, 1999 to December 31, 1999    18

Notes to Financial Statements . . . . . . . . . . . . . . . . . . . . . . .    19
</TABLE>

(a)(2)  FINANCIAL  STATEMENT  SCHEDULES.  The  following  financial  statement
schedules  are  included  as  part  of  this  report:

None.

(a)(3)  EXHIBITS.  The following exhibits are included as part of this report by
reference:
None.




                                   SIGNATURES



Pursuant to the requirements of the Securities Exchange Act of 1934, as amended,
this  report  has  been  signed  below  by  following  persons  on behalf of the
Registrant  and  in  the  capacities  and  on  the  dates  indicated:

                              COLORMAX  TECHNOLOGIES  INC.

Date:  March 29, 2000

                               By:  /s/ Donald H. Hansen
                             ------------------------------
                                Donald H. Hansen
                                President  and  Director


<PAGE>


                                                ANDERSEN ANDERSEN & STRONG, L.C.
                                                  941 EAST 3300 SOUTH, SUITE 202
                                                     SALT LAKE CITY, UTAH  84106


Board  of  Directors
ColorMax  Technologies,  Inc.
Tustin,  Ca

               REPORT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS

We  have  audited  the  accompanying  consolidated  balance  sheet  of  Colormax
Technologies,  Inc.,  and  Subsidiary,  at  December  31, 1999   and the related
statements  of  operations,  stockholders' equity, and cash flows for the period
April  28,  1999  (date  of  inception)  to  December 31, 1999   These financial
statements  are  the  responsibility  of  the  Company's  management.  Our
responsibility  is  to express an opinion on these financial statements based on
our  audits.

We  conducted  our  audits  in  accordance  with  generally  accepted  auditing
standards.  Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatement.  An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements.  An audit also includes
assessing  the  accounting  principles  used  and  significant estimates made by
management  as  well  as  evaluating  the overall balance sheet presentation. We
believe  that  our  audits  provide  a  reasonable  basis  for  our  opinion.

In  our  opinion,  the financial statements referred to above present fairly, in
all  material  respects,  the financial position of ColorMax Technologies, Inc.,
and  Subsidiary  at December 31, 1999  and the results of  operations, and  cash
flows  for the period April 28, 1999 (date of inception) to  December 31, 1999 ,
in  conformity  with  generally  accepted  accounting  principles.

                                                      ANDERSEN ANDERSEN & STRONG

Salt  Lake  City,  Utah
March  22,  2000


<PAGE>


                 COLORMAX   TECHNOLOGIES, INC. AND SUBSIDIARY
                           (DEVELOPMENT STAGE COMPANY)
                          CONSOLIDATED  BALANCE  SHEETS
                                DECEMBER 31, 1999

<TABLE>
<CAPTION>

<S>                                                                <C>
     ASSETS

CURRENT ASSETS
   Cash . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  $    12,314
     Accounts receivable. . . . . . . . . . . . . . . . . . . . .        2,000
     Inventory. . . . . . . . . . . . . . . . . . . . . . . . . .        6,601
     Prepaid expenses . . . . . . . . . . . . . . . . . . . . . .       20,102
                                                                   ------------
   Total Current Assets . . . . . . . . . . . . . . . . . . . . .       41,017
                                                                   ------------

PROPERTY AND EQUIPMENT -
           net of accumulated depreciation. . . . . . . . . . . .      113,612
                                                                   ------------

OTHER ASSETS
     Marketing rights - net of amortization -
     Notes 2 and 5. . . . . . . . . . . . . . . . . . . . . . . .    1,372,733

     Deposits . . . . . . . . . . . . . . . . . . . . . . . . . .       13,519
                                                                   ------------

                                                                   $ 1,540,881
                                                                   ============
     LIABILITIES AND STOCKHOLDERS' EQUITY

CURRENT LIABILITIES
 Accounts payable - related parties . . . . . . . . . . . . . . .  $   118,562
     Accounts payable . . . . . . . . . . . . . . . . . . . . . .      127,969
                                                                   ------------
          Total Current Liabilities . . . . . . . . . . . . . . .      246,531
                                                                   ------------

LONG TERM DEBT AND OTHER CONTINGENCIES
     Notes payable - related parties - Note 6 . . . . . . . . . .      179,300
                                                                   ------------

STOCKHOLDERS' EQUITY
    Convertible preferred stock
        1,001,000 shares authorized, series A and B at $.10
        par value, series C at $.001 par value - none outstanding
      Common stock
        100,000,000 shares authorized, at $0.001 par value;
        22,751,914 shares issued and outstanding. . . . . . . . .       22,752
     Capital in excess of par value - Note. . . . . . . . . . . .    3,079,082
     Accumulated deficit during development stage - Note 4. . . .   (1,986,784)
                                                                   ------------
 Total  Stockholders' Equity. . . . . . . . . . . . . . . . . . .    1,115,050
                                                                   ------------
                                                                   $ 1,540,881
                                                                   ============

</TABLE>


   The accompanying notes are an integral part of these financial statements.

<PAGE>

                    COLORMAX TECHNOLOGIES INC. AND SUBSIDIARY
                           (DEVELOPMENT STAGE COMPANY)
                      CONSOLIDATED STATEMENTS OF OPERATIONS
     FOR THE PERIOD APRIL 28, 1999 (DATE OF INCEPTION) TO DECEMBER 31, 1999
                                    (NOTE 4)


<TABLE>
<CAPTION>

<S>                                                                         <C>

REVENUES . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  $      3,150
                                                                            -------------



EXPENSES

    Administrative and developmental . . . . . . . . . . . . . . . . . . .     1,960,970
    Amortization . . . . . . . . . . . . . . . . . . . . . . . . . . . . .        23,267
    Depreciation . . . . . . . . . . . . . . . . . . . . . . . . . . . . .         5,697
                                                                            -------------

                                                                               1,989,934
                                                                            -------------

          Net Loss . . . . . . . . . . . . . . . . . . . . . . . . . . . .  $ (1,986,784)
                                                                            =============







 GAIN (LOSS) PER COMMON SHARE

     Basic . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  $       (.21)
                                                                            -------------


AVERAGE  OUTSTANDING  SHARES

     Basic . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .     9,694,600
                                                                            -------------




The accompanying notes are an integral part of these financial statements.
</TABLE>
<PAGE>

                   COLORMAX TECHNOLOGIES, INC. AND SUBSIDIARY
                  STATEMENT OF CHANGES  IN STOCKHOLDERS' EQUITY
               FOR THE PERIOD APRIL 29, 1999  TO DECEMBER 31, 1999


<TABLE>
<CAPTION>

                                                COMMON  STOCK      CAPITAL  IN
                                             --------------------  EXCESS  OF     ACCUMULATED
                                               SHARES     AMOUNT    PAR VALUE     DEFICIT
                                             ----------  --------  -----------  ------------
<S>                                          <C>         <C>       <C>          <C>
BALANCE APRIL  1,  1999
   (date of inception - note 4) . . . . . .     672,580  $    673  $     (672)  $         -


Issuance of common stock for all stock
    of   RGB Technology - no recorded
    value -  June 9, 1999 - Note 4. . . . .   6,000,000     6,000      (6,000)            -

Issuance of common stock for expenses
  and services at $.21 - July to Oct  1999.   1,373,334     1,373     291,960             -

Issuance of common stock for cash at
   $.50 - July and August 1999. . . . . . .     200,000       200      99,800             -

Issuance of common stock for United
   Kingdom marketing rights -
   at $.10 -  November 8,  1999 . . . . . .   4,000,000     4,000     396,000             -

Issuance of common stock for Japan
   and Canada marketing rights
   at $.10 - November 8, 1999 . . . . . . .  10,000,000    10,000     990,000             -

Issuance of common stock for services -
   at $2.50 - November 18, 1999 . . . . . .     500,000       500   1,249,500             -

Issuance of common stock for services
   at $2.25 - December 30, 1999 . . . . . .       6,000         6      13,494             -

Contribution to capital - equipment . . . .           -         -      45,000             -

Net operating loss for the period April 9,
   1999 to  December 31, 1999 . . . . . . .           -         -           -    (1,986,784)


BALANCE DECEMBER 31, 1999 . . . . . . . . .  22,751,914  $ 22,752  $3,079,082   $(1,986,784)
                                             ==========  ========  ===========  ============



</TABLE>


    The accompanying notes are an integral part of these financial statements

<PAGE>

                   COLORMAX  TECHNOLOGIES, INC. AND SUBSIDIARY
                          ( DEVELOPMENT STAGE COMPANY)
                      CONSOLIDATED STATEMENT OF CASH FLOWS
     FOR THE PERIOD APRIL 28, 1999 (DATE OF INCEPTION ) TO DECEMBER 31, 1999
                                    (NOTE 4)
<TABLE>
<CAPTION>


<S>                                                                <C>

CASH FLOWS FROM
OPERATING ACTIVITIES

Net profit (loss) . . . . . . . . . . . . . . . . . . . . . . . .  $(1,986,784)

Adjustments to reconcile net loss to
net cash provided by operating activities

    Amortization of marketing rights. . . . . . . . . . . . . . .       23,267
    Depreciation. . . . . . . . . . . . . . . . . . . . . . . . .        5,697
    Issuance of common stock for expenses . . . . . . . . . . . .    1,556,833
    Changes in inventory. . . . . . . . . . . . . . . . . . . . .       (6,601)
    Change in accounts receivable . . . . . . . . . . . . . . . .       (2,000)
    Change in prepaid expenses and deposits . . . . . . . . . . .      (33,621)
    Change in  accounts payable . . . . . . . . . . . . . . . . .      429,831


Net Cash Used  by Operations. . . . . . . . . . . . . . . . . . .      (13,378)
                                                                   ------------

CASH FLOWS FROM INVESTING ACTIVITIES

    Purchase of equipment . . . . . . . . . . . . . . . . . . . .      (74,308)
                                                                   ------------

CASH FLOWS FROM FINANCING ACTIVITIES

    Proceeds from issuance of common stock. . . . . . . . . . . .      100,000
                                                                   ------------

Net Increase (Decrease) in Cash . . . . . . . . . . . . . . . . .       12,314

Cash at Beginning of Period . . . . . . . . . . . . . . . . . . .            -
                                                                   ------------

Cash at End of Period . . . . . . . . . . . . . . . . . . . . . .  $    12,314
                                                                   ============





NONCASH OPERATING AND INVESTING ACTIVITIES

Issuance of 1,373,334 common shares for expenses - 1999 . . . . .  $   293,333
                                                                   ------------
Issuance of 14,000,000 common shares for marketing rights - 1999.    1,400,000
                                                                   ------------
Contribution to capital - equipment - 1999. . . . . . . . . . . .       45,000
                                                                   ------------
</TABLE>




   The accompanying notes are an integral part of these financial statements.

<PAGE>

                  COLORMAX   TECHNOLOGIES,  INC. AND SUBSIDIARY
                           (DEVELOPMENT STAGE COMPANY)
                          NOTES TO FINANCIAL STATEMENTS



1.   ORGANIZATION

The  Company  was  incorporated under the laws of the State of  Delaware on June
14,   1971 with name "Worldcom, Inc.". There have been several name changes  and
authorized  stock   changes   resulting   in the present name and the authorized
shares  shown  in  the  balance  sheet.

The  authorized  convertible  preferred shares consist 1,000,000 Class A at $.10
par value,  50,000,000  Class  B at  $.001  par value, and 50,000,000 class C at
$.001 par value.

The  Company  has  been involved in various activities over the years and during
the  year  1983  discontinued all operations until 1996 when the Company started
developmental  work  on  a device to be used in the physical care field  however
during June 1999 the Company transferred the business as part of  an acquisition
and  reorganization  and  is  now engaged in the business as outlined in note 4.

On  July 12,  1999  the  Company completed a reverse stock split of 30 shares of
outstanding stock for one share and on January 7,  2000 a forward stock split of
two  shares  for  each outstanding share.  This report has been prepared showing
after  stock  split  shares  from  inception.

The  company  is  in  the  development  stage.

2.  SUMMARY  OF  SIGNIFICANT  ACCOUNTING  POLICIES

Accounting  Methods
-------------------

The  Company  recognizes  income  and  expenses  based  on the accrual method of
accounting.

Dividend  Policy
----------------

The  Company  has  not  yet  adopted  a  policy  regarding payment of dividends.

Income  Taxes
-------------

On  December  31,  1999, the Company  had a net operating loss  carry forward of
$1,986,477.  The  tax benefit from the loss carry forward  has been fully offset
by  a  valuation  reserve  because the use of the future tax benefit is doubtful
since the Company has not started operations and is unable to project a reliable
future  net  profit.  The  loss  carryforward  will  expire  in  2021.

Principles  of  Consolidation
-----------------------------

The  consolidated  financial statements include the accounts of  the Company and
its  wholly owned subsidiary after the elimination of intercompany transactions.
Note  4






<PAGE>
                  COLORMAX   TECHNOLOGIES, INC. AND SUBSIDIARY
                           (DEVELOPMENT STAGE COMPANY)
                    NOTES TO FINANCIAL STATEMENTS (CONTINUED)



2.   SUMMARY  OF  SIGNIFICANT  ACCOUNTING  POLICIES  (continued)

Marketing  Rights
-----------------

Marketing  rights  are  amortized,  on the straight line method, over ten years.

Property  and  Equipment
------------------------

Office  and  manufacturing  equipment  is being depreciated on the straight line
method  over  three,  five,  and  seven  years  and  summarized  as  follows;

  Cost                          $119,309
  Accumulated  depreciation        5,697
                                --------
  Net                            113,612
                                 -------

Basic  and  Diluted  Net  Income  (Loss)  Per  Share
----------------------------------------------------

Basic  net  income  (loss)  per share amounts are computed based on the weighted
average  number  of shares actually outstanding, after the stock splits. Diluted
net  income  (loss)  per  share  amounts are computed using the weighted average
number  of  common  shares and common equivalent shares outstanding as if shares
had  been  issued  on  the  exercise  of  the  preferred share rights unless the
exercise  becomes  antidilutive  and  then  only the basic per share amounts are
shown  in  the  report.

Comprehensive  Income
---------------------

The  Company  adopted  Statement  of Financial Accounting Standards No. 130. The
adoption  of  this  standard  had no impact on the total stockholder's equity on
June  30,  1999.

Accounting  for  Stock-Based  Compensation
------------------------------------------

The  Company has adopted Statement of Financial Accounting Standards No. 123 but
has  elected to continue to measure compensation cost under APB 25. The adoption
of  FASB  No.  123  has  no  impact  on  the  Company's  financial  statements.

Recent  Accounting  Pronouncements
----------------------------------

The  Company  does  not  expect  that  the  adoption  of other recent accounting
pronouncements  will
have  a  material  impact  on  its  financial  statements.

Financial  Instruments
----------------------

The  carrying  amounts  of  financial  instruments,  including  all  assets  and
liabilities  shown  in  the  balance  sheet,  are considered by management to be
their  estimated  fair  values.






<PAGE>
                  COLORMAX   TECHNOLOGIES,  INC. AND SUBSIDIARY
                           (DEVELOPMENT STAGE COMPANY)
                    NOTES TO FINANCIAL STATEMENTS (CONTINUED)



2.   SUMMARY  OF  SIGNIFICANT  ACCOUNTING  POLICIES  (continued)

Estimates  and  Assumptions
---------------------------

Management  uses  estimates and assumptions in preparing financial statements in
accordance  with  generally accepted accounting principles.  Those estimates and
assumptions  affect  the  reported  amounts  of  the assets and liabilities, the
disclosure  of  contingent assets and liabilities, and the reported revenues and
expenses.  Actual  results  could  vary  from the estimates that were assumed in
preparing  these  financial  statements.

3.   TRANSFER  OF  COMPANY  ASSETS  IN  EXCHANGE  FOR  ALL  LIABILITIES

During  June 1999 the Company transferred all its assets and the business in the
physical  care  field in exchange for the assumption of all its liabilities,  as
part  of  an  acquisition  and  reorganization  outlined in note 4,  between the
Company and RGB Technology Group, Inc. and  Kimrose Holdings. At the report date
$  175,000  of  assumed  liabilities  had  been  paid.  The remaining balance of
$204,260  will  remain  as a contingent  liability to the Company until they are
satisfied.  Management  believes  the liabilities will be fully satisfied by the
predecessor.

4.   ACQUISITION  OF  ALL  OUTSTANDING  STOCK  OF  RGB  TECHNOLOGY  GROUP
         INC.
On  June  8,  1999  the  Company  acquired  all  of the outstanding stock of RGB
Technology  Group  Inc.  through  a  stock  for  stock  exchange  in  which  the
stockholder (Kimrose Holdings) of RGB Technology Group Inc.  received 6,000,000,
after stock split, common shares of the Company in exchange for all of the stock
of  RGB  Technology  Group Inc.   RGB Technology Group Inc. was organized in the
state  of  Delaware  on  April  28, 1999 for the purpose of   marketing ColorMax
lenses  and  a computer color vision test software.  After the completion of the
transaction  the outstanding stock of the Company was 6,664,082 common shares of
which  6,000,000  was  owned  by  Kimrose  Holdings.

The  only  asset  held by RGB Technology Inc. on June 8, 1999  consisted  of the
exclusive  marketing  rights  for  the  above  technology, for use in the United
States,  Australia, and New Zealand, which was recorded on the books of RGB with
no  value.

For  reporting  purposes,  the  acquisition  is treated as an acquisition of the
Company by RGB Technology Group Inc., the acquirer,  (a reverse acquisition) and
a  recapitalization  of  RGB  Technology  Group  Inc.  The  historical financial
statements prior to June 8, 1999 are those of RGB Technology Group Inc.  No good
will  was  recognized from the consolidation. All material intercompany accounts
and  transactions  have  been  eliminated.











<PAGE>
                  COLORMAX   TECHNOLOGIES,  INC. AND SUBSIDIARY
                           (DEVELOPMENT STAGE COMPANY)
                    NOTES TO FINANCIAL STATEMENTS (CONTINUED)



5.  MARKETING  RIGHTS

The  Company  acquired  marketing  rights,  from related parties, for use in the
countries  of  the  United  Kingdom, Canada, and Japan by the issuance of common
stock  as  outlined  in  the  Statement  of  Changes in Stockholders Equity. The
marketing  rights  will  continue  for  ten  years  with  rights  of  renewal.

6.  NOTES  PAYABLE  -  RELATED  PARTIES

The  Company  has received loans from related parties amounting to $179,300 with
various  due  dates  after  one  year  with  interest  at  8%.

7.  RELATED  PARTY  TRANSACTIONS

Related  parties  own  26.3  %  of  the  outstanding  common  stock.
See notes 3 and 4 for the transfer of   assets and the assumption of liabilities
to  related parties as part of an acquisition and reorganization of the Company.

Other  related  party  transactions  are identified in the  balance sheet and in
notes  5  and  6.

8.  GOING  CONCERN

The  Company has acquired marketing rights, described above,  and in the opinion
of management, will provide a profit to the Company after operations begin.  The
Company  will need additional working capital   to be successful in this effort.
The  management  of the Company has developed a strategy, which it believes will
accomplish  this objective through additional loans from related parties, equity
funding  and  long  term financing, which will enable the Company to operate for
the  coming year. See the subsequent events for a private placement of preferred
stock.

9.  CONTINUING  AND  CONTINGENT  LIABILITIES

The  Company remains contingently liable on certain accounts payable as outlined
in  note  3.
The  Company  is  obligated  under  an  office  and manufacturing facility lease
agreement  starting  September 1, 1999 and continuing for five years as follows;

      Year                                                 Amount
        1                                                $101,030
        2                                                 105,250
        3                                                 109,450
        4                                                 113,660
        5                                                 117,880





<PAGE>
                  COLORMAX   TECHNOLOGIES,  INC. AND SUBSIDIARY
                           (DEVELOPMENT STAGE COMPANY)
                    NOTES TO FINANCIAL STATEMENTS (CONTINUED)



10.  SUBSEQUENT  EVENTS

Preferred  Capital  Stock
-------------------------

On  March  6,  2000 the Company completed a private placement and sale of 40,000
shares  of 7% convertible preferred capital stock for cash of $3,680,000  net of
offering  costs  of  $320,000 and included 76,471 warrants convertible to common
stock.    20,000  of  the  warrants  issued  was  additional  offering  costs

The  terms of the preferred stock includes semi-annual dividend payments in cash
and conversion rights of one share of preferred for one share of common,  not to
exceed  50%  of  holding  by  each  shareholder during any 30 day period upon an
effective registration date with the SEC, with a conversion rate of the lower of
$12.75,  or  85% of the low three-day average closing bid price of the Company's
common  stock  for  the  20 consecutive trading days prior to the trading day on
which conversion notice is sent, however, the Company cannot issue more than 20%
of  common  shares  outstanding  without  shareholder  approval.  If shareholder
approval  cannot  be obtained then the Company will be obligated to purchase the
preferred  shares at 120% of the original purchase price plus accrued dividends.

The terms of the warrants provides for conversion to common capital stock of one
warrant  for  one  share of common stock at the rate of $12.75 per share with an
expiration  date  of  four  years  from  the  date  of  issuance.

Patents
-------

During  March  2000 the Company purchased two patents and trademarks relating to
soft  contact  lenses  including  the  trademarks  of the X-Chrom Company in the
United  State  ,  US Patent Number 4998817 and in Canada, Canadian Patent Number
1318529  for  $125,000.