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EX-31.1 - CERTIFICATION PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002 - OMA Enterprises Corp. | f10q0909ex31i_oma.htm |
EX-32.1 - CERTIFICATION PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002 - OMA Enterprises Corp. | f10q0909ex32i_oma.htm |
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
10-Q
x | QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the
quarter ended September 30, 2009
o | TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the
transition period from _____ to _____
Commission
File Number: 0-53331
OMA ENTERPRISES
CORP.
(Exact
name of small business issuer as specified in its charter)
Nevada
|
98-0568270
|
|||
(State
of incorporation)
|
(IRS Employer ID Number) |
OMA
Enterprises Corp.
1188
Howe Street
Suite
2605
Vancouver,
British Columbia
Canada V6Z
2S8
(Address
of principal executive offices)
778 786
0258
(Issuer's
telephone number)
________________________________________________________________
(Former
name, former address and former fiscal year, if changed since last
report)
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 o
Indicate
by check mark whether the registrant is a large accelerated filer, an
accelerated filer, a non-accelerated filer, or a smaller reporting company. See
definitions of “large accelerated filer,” “accelerated filer” and “smaller
reporting company” in Rule 12b-2 of the Exchange Act. (Check one):
Large accelerated filer o
|
Accelerated
filer o
|
|
Non-accelerated filer o
|
Smaller reporting
company x
|
(Do not
check if a smaller reporting company)
Indicate
by check mark whether the registrant is a shell company (as defined in Rule
12b-2 of the Exchange Act). Yes x No o
As of
November 13, 2009, 20,000,000 shares of common stock, par value $0.0001 per
share, were issued and outstanding.
TABLE
OF CONTENTS
Page
|
|
PART
I
|
|
Item
1. Financial Statements
|
F-1 |
Item
2. Management’s Discussion and Analysis of Financial Condition and Results
of Operation
|
11 |
Item
3 Quantitative and Qualitative Disclosures About Market
Risk
|
17 |
Item
4T Controls and Procedures
|
17 |
PART
II
|
|
Item
1. Legal Proceedings
|
18 |
Item
IA. Risk Factors
|
18 |
Item
2. Unregistered Sales of Equity Securities and Use of
Proceeds
|
18 |
Item
3. Defaults Upon Senior Securities
|
18 |
Item
4. Submission of Matters to a Vote of Security Holders
|
18 |
Item
5. Other Information
|
19 |
Item
6. Exhibits
|
19 |
PART
I
FINANCIAL
INFORMATION
Item
1. Financial Statements.
OMA ENTERPRISES CORP.
(A Development Stage Company)
BALANCE SHEETS
Sep 30,
|
December
31,
|
|||||||
2009
|
2008
|
|||||||
(Unaudited)
|
(Audited)
|
|||||||
ASSETS
|
||||||||
Current Assets:
|
||||||||
Cash
and cash equivalents
|
$ | 3,424 | $ | 31 | ||||
Total
Current Assets
|
3,424 | 31 | ||||||
TOTAL ASSETS
|
$ | 3,424 | $ | 31 | ||||
LIABILITIES
AND STOCKHOLDERS' DEFICIT
|
||||||||
Current
Liabilities:
|
||||||||
Accounts
payable and accrued expenses
|
$ | 1,500 | $ | 3,000 | ||||
Shareholders'
Loan
|
25,813 | 11,713 | ||||||
Total Liabilities
|
27,313 | 14,713 | ||||||
Stockholders'
Deficit:
|
||||||||
Common
stock
|
2,000 | 2,000 | ||||||
Deficit
accumulated during development stage
|
(25,889 | ) | (16,682 | ) | ||||
Total
Stockholders' Deficit
|
(23,889 | ) | (14,682 | ) | ||||
TOTAL
LIABILITIES AND STOCKHOLDERS' DEFICIT
|
$ | 3,424 | $ | 31 |
Accompanying notes are part of the the financial
statements
F-1
OMA ENTERPRISES CORP.
(A Development Stage Company)
STATEMENTS OF OPERATIONS (Continued)
(UNAUDITED)
Thee
Months
Ended Sep 30, 2009
|
Thee
Months
Ended Sep 30, 2009
|
|||||||
Revenue
|
$ | - | $ | - | ||||
Expenses:
|
||||||||
General
and administrative expenses
|
6,187 | 4,270 | ||||||
Total
operating expenses
|
6,187 | 4,270 | ||||||
Net
(Loss)
|
$ | (6,187 | ) | $ | (4,270 | ) | ||
Basic
and diluted net loss per share
|
$ | (0.00031 | ) | $ | (0.00021 | ) | ||
Weighted
average number of common shares outstanding
|
20,000,000 | 20,000,000 |
Accompanying notes are part of the the financial
statements
F-2
OMA ENTERPRISES CORP.
(A Development Stage Company)
STATEMENTS OF OPERATIONS
(UNAUDITED)
Nine
Months
Ended
Sep30,
2009
|
February 6, 2008 (Inception)
through Sep 30, 2008
|
February 6, 2008 (Inception)
through Sep 30, 2009
|
||||||||||
Revenue
|
$ | - | $ | - | $ | - | ||||||
Expenses:
|
||||||||||||
General
and administrative expenses
|
9,207 | 9,332 | 25,889 | |||||||||
Total
operating expenses
|
9,207 | 9,332 | 25,889 | |||||||||
Net
(Loss)
|
$ | (9,207 | ) | $ | (9,332 | ) | $ | (25,889 | ) | |||
Basic
and diluted net loss per share
|
$ | (0.00046 | ) | $ | (0.00047 | ) | $ | (0.00129 | ) | |||
Weighted
average number of common shares outstanding
|
20,000,000 | 20,000,000 | 20,000,000 |
Accompanying
notes are part of the the financial statements
F-3
OMA ENTERPRISES CORP.
(A Development Stage Company)
STATEMENT OF STOCKHOLDERS' DEFICIT
FOR THE PERIOD FEBRUARY 6, 2008 (INCEPTION) THROUGH
SEPTEMBER 30, 2009
(UNAUDITED)
ACCUMULATED
(DEFICIT)
|
||||||||||||||||||||
COMMON
STOCK
|
ADDITIONAL
|
DURING
|
||||||||||||||||||
NUMBER OF
SHARES
|
AMOUNT
|
PAID-IN
CAPITAL
|
DEVELOPMENT
STAGE
|
STOCKHOLDERS'
(DEFICIT)
|
||||||||||||||||
Balance
at inception
|
- | $ | - | $ | - | $ | - | $ | - | |||||||||||
Isuance
of common stock
|
2,000,000 | 2,000 | - | - | 2,000 | |||||||||||||||
Net
(loss) - From inception
|
||||||||||||||||||||
through
December 31, 2008
|
- | - | - | (16,682 | ) | (16,682 | ) | |||||||||||||
Balance
at December 31, 2008
|
2,000,000 | 2,000 | - | (16,682 | ) | (14,682 | ) | |||||||||||||
Net
loss- nine months ended September 30, 2009
|
- | - | - | (9,207 | ) | (9,207 | ) | |||||||||||||
Balance
September 30, 2009
|
2,000,000 | $ | 2,000 | $ | - | $ | (25,889 | ) | $ | (23,889 | ) |
Accompanying
notes are part of the the financial statements
F-4
OMA ENTERPRISES CORP.
(A Development Stage Company)
STATEMENTS OF CASH FLOWS
(UNAUDITED)
For
the Period
|
For
the Period
|
|||||||||||
NineMonths
|
February
6,2008
|
February
6,2008
|
||||||||||
Ended
|
(Inception
)through
|
(Inception
)through
|
||||||||||
Sep 30,
|
Sep 30,
|
Sep 30,
|
||||||||||
2009
|
2008
|
2009
|
||||||||||
CASH
FLOWS FROM OPERATING ACTIVITIES:
|
||||||||||||
Net
loss
|
$ | (9,207 | ) | $ | (12,332 | ) | $ | (25,889 | ) | |||
Adjustments
to reconcile net (loss) to net cash used in
|
||||||||||||
operating
activities:
|
||||||||||||
Increase
(Decrease) in accounts payable and accrued expenses
|
(1,500 | ) | 3,000 | 1,500 | ||||||||
Net
cash used in operating activities
|
(10,707 | ) | (9,332 | ) | (24,389 | ) | ||||||
CASH
FLOWS FROM FINANCING ACTIVITIES:
|
||||||||||||
Proceeds
from issuance of common stock
|
- | 2,000 | 2,000 | |||||||||
Proceeds
from loan from shareholders
|
14,100 | 7,363 | 25,813 | |||||||||
Net
Cash Provided by Financing Activities
|
14,100 | 9,363 | 27,813 | |||||||||
Net
increase in cash and cash equivalents
|
3,393 | 31 | 3,424 | |||||||||
Cash
and cash equivalents at beginning of period
|
31 | - | - | |||||||||
CASH
AND CASH EQUIVALENTS AT END OF PERIOD
|
$ | 3,424 | $ | 31 | $ | 3,424 | ||||||
Supplemental
Disclosures:
|
||||||||||||
Cash
paid for interest
|
$ | - | $ | - | $ | - | ||||||
Cash
paid for income taxes
|
$ | - | $ | - | $ | - |
Accompanying
notes are part of the the financial statements
F-5
OMA
ENTERPRISES CORP.
(A
Development Stage Company)
NOTES
TO FINANCIAL STATEMENTS
FOR
THE NINE MONTHS ENDED SEPTEMBER 30, 2009 AND FEBRUARY 6, 2008 (Inception)
THROUGH SEPTEMBER 30, 2008
(UNAUDITED)
1
– ORGANIZATION AND BUSINESS
OMA
Enterprises Corp (the “Company”), a development stage company, was incorporated
in the State of Nevada on February 6, 2008. The Company was formed for the
purpose of raising capital, act as a holding company and invest in technology
companies primarily in Israel. The Company also plans to engage in any other
business activities permitted by law, as designated by the board of directors of
the Company. The Company selected a year end of December
31.
The
Company is still in the development stage as defined in ASC Topic
915. All activities of the Company to date relate to its
organization, initial funding and share issuance.
2
– SIGNIFICANT ACCOUNTING POLICIES
Use of Accounting 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 certain assets and liabilities and disclosures.
Accordingly, the actual amounts could differ from those estimates. Any
adjustments applied to estimate amounts are recognized in the year in which such
adjustments are determined.
Income taxes – Future income
taxes are recorded using the asset and liability method whereby future tax
assets and liabilities are recognized for the future tax consequences
attributable to differences between the financial statement carrying amounts of
existing assets and liabilities and their respective tax bases. Future tax
assets and liabilities are measured using enacted or substantively enacted tax
rates expected to apply when the asset is realized or the liability settled. The
effect of future tax assets and liabilities of a change in tax rate is
recognized in income in the period that substantive enactment or enactment
occurs. To the extent that the company does not consider it to be more likely
than not that a future tax asset will be recovered, it provides a valuation
allowance against the net future losses. The Company’s net operating loss carry
forward is approximately $25,889 which may be used to reduce future taxable
income. The net operating loss carry forward will expire in 2028 if not used
prior to that time.
Cash and Cash Equivalents –
For the purpose of the statement of cash flows, the Company considers all
short-term debt securities purchased with maturity of three months or less to be
cash equivalents.
Advertising Costs – The
Company expenses advertising costs as incurred. The Company has not incurred
advertising costs for the periods under review.
F-6
OMA ENTERPRISES CORP.
(A
Development Stage Company)
NOTES
TO FINANCIAL STATEMENTS
FOR
THE NINE MONTHS ENDED SEPTEMBER 30, 2009 AND FEBRUARY 6, 2008 (Inception)
THROUGH SEPTEMBER 30, 2008
(UNAUDITED)
2
– SIGNIFICANT ACCOUNTING POLICIES CONT’D
Loss per common share – Basic
loss per share is calculated using the weighted average number of common shares
during each reporting period. Diluted loss per share includes potentially
dilutive securities such as outstanding options and warrants, using various
methods such as the treasury stock or modified treasury stock method in the
determination of dilutive shares outstanding during each reporting period. The
Company does not have any potentially dilutive instruments for this reporting
period.
Fair value of Financial Instruments
– The carrying value of accrued expenses approximates fair value due to
the short period of time to maturity.
Recent Accounting Pronouncements
– In June 2009, the FASB issued FASB ASC 105, Generally Accepted
Principles, which establishes the FASB Accounting Standards Codification as the
sole source of authoritative generally accepted accounting principles
(“GAAP”). The codification did not change GAAP but recognizes the
literature. Pursuant to the provisions of FASB ASC 105, we have
updated references to GAAP in our financial statements issued for the period
ended September 30, 2009. The adoption of FASB ASC 105 did not impact
our financial position or results of operations.
On January 1, 2009,
the Company
adopted the new provisions of ASC Topic 805 “Business Combinations and
Reorganizations” (“ASC
Topic 805”). ASC Topic 805 provides revised guidance on how acquirers
recognize and measure the consideration transferred, identifiable assets
acquired, liabilities assumed, non-controlling interests, and goodwill acquired
in a business combination. ASC Topic 805 also expands required disclosures
surrounding the nature and financial effects of business combinations.
Acquisition costs are expensed as incurred.
On January 1, 2009,
the Company
adopted the new provisions of ASC Topic 815 “Derivatives and Hedging”
(“ASC Topic 815”)
relating to disclosures about derivative instruments and hedging activities. The
new provisions expand quarterly disclosure requirements about an entity’s
derivative instruments and hedging activities, which were effective beginning in
the first quarter of 2009. The Company believes
that these new provisions will not have a significant impact on its financial
statement disclosures.
On January 1, 2009,
the Company
adopted the new provisions of ASC Topic 350, “Intangibles - Goodwill and
Other” (“ASC Topic
350”) relating to the determination of the useful life of intangible
assets. This new provision amends the factors that should be considered in
developing renewal or extension assumptions used to determine the useful life of
a recognized intangible asset, the objective is to improve the consistency
between the useful life of a recognized intangible asset and the period of
expected cash flows used to measure the fair value of the asset under ASC Topic
805. ASC Topic 350 applies to all intangible assets, whether acquired in a
business combination or otherwise and is applied prospectively to intangible
assets acquired after December 15,
2008.
F-7
OMA ENTERPRISES CORP.
(A
Development Stage Company)
NOTES
TO FINANCIAL STATEMENTS
FOR
THE NINE MONTHS ENDED SEPTEMBER 30, 2009 AND FEBRUARY 6, 2008 (Inception)
THROUGH SEPTEMBER 30, 2008
(UNAUDITED)
In
June 2009, the FASB issued ASC Topic 855 “Subsequent Events” (“ASC Topic 855”). The
objective of this Statement is to establish general standards of accounting for
disclosure of events that occur after the balance sheet date but before
financial statements are issued or are available to be issued. In particular,
this Statement sets forth the period after the balance sheet date during which
management should evaluate events or transactions that may occur for potential
recognition or disclosure in the financial statements, the circumstances under
which an entity should recognize events or transactions occurring after the
balance sheet date in its financial statements and the disclosures that an
entity should make about events or transactions that occurred after the balance
sheet date. ASC Topic 855 was adopted on April 5, 2009.
The Company
evaluated all events or transactions that occurred after October 3, 2009,
through November 10,
2009, the date this quarterly report on Form 10-Q was filed with the
Securities and Exchange Commission. During this period the Company did not
have any material recognizable subsequent events that required recognition in
our disclosures to the October 3, 2009
financial statements as a result of this subsequent evaluation.
On April 5, 2009,
the Company
adopted the new provisions of ASC Topic 820 “Fair Value Measurements and
Disclosures” (“ASC
Topic 820”). These new provisions amend ASC Topic 820, to provide
additional guidance on estimating fair value when the volume and level of
activity for an asset or liability have significantly decreased in relation to
normal market activity for the asset or liability. This new provision also
provides additional guidance on circumstances that may indicate that a
transaction is not orderly, and requires additional disclosures about fair value
measurements in annual and interim reporting periods. The adoption of these new
provisions did not have a significant impact on the Company’s
financial statements.
On April 5, 2009,
the Company
adopted the new provisions of ASC Topic 825 “Financial Instruments” (“ASC Topic 825”), These new
provisions require disclosures about fair value of financial instruments in
financial statements for interim reporting periods and in annual financial
statements of publicly-traded companies. This also requires entities to disclose
the methods and significant assumptions used to estimate the fair value of
financial instruments in financial statements on an interim and annual basis and
to highlight any changes from prior periods. The adoption of these new
provisions did not have a significant impact on the Company’s
financial statements.
F-8
OMA
ENTERPRISES CORP.
(A
Development Stage Company)
NOTES
TO FINANCIAL STATEMENTS
FOR
THE NINE MONTHS ENDED SEPTEMBER 30, 2009 AND FEBRUARY 6, 2008 (Inception)
THROUGH SEPTEMBER 30, 2008
(UNAUDITED)
3
– RELATED PARTY TRANSACTIONS
As at
September 30, 2009 and September 30, 2008 amounts totaling $25,813 and $7,363
respectively were due to the shareholders for monies used in establishing the
Company’s bank account and to cover operating expenses. These amounts
bear no interest and are due on demand.
4
– COMMON AND PREFERRED STOCK
The
Company is authorized to issue 5,000,000 shares of $0.0001 par value preferred
shares. There were no shares issued and outstanding.
The
Company is authorized to issue 50,000,000 shares of $0.0001 par value common
shares. There were 20,000,000 shares issued and outstanding at September 30,
2009 and 2008.
5
– CONCENTRATION OF RISK
The
Company maintains cash in deposit accounts in federally insured banks. At times,
the balance in the accounts may be in excess of federally insured
limits.
6
– COMMITMENTS AND CONTINGENCIES
Certain
conditions may exist as of the date the financial statements are issued, which
may result in a loss to the Company but which will only be resolved when one or
more future events occur or fail to occur. The Company’s management and its
legal counsel assess such contingent liabilities, and such assessment inherently
involves an exercise of judgment. In assessing loss contingencies related to
legal proceedings that are pending against the Company or unasserted claims that
may result in such proceedings, the Company’s legal counsel evaluates
the perceived merits of any legal proceedings or unasserted claims as well as
the perceived merits of the amount of relief sought or expected to be sought
therein. If the assessment of a contingency indicates that it is probable that a
material loss has been incurred and the amount of the liability can be
estimated, the estimated liability would be accrued in the Company’s financial
statements. If the assessment indicates that a potentially material loss
contingency is not probable but is reasonably possible, or is probable but
cannot be estimated, then the nature of the contingent liability, together with
an estimate of the range of possible loss if determinable and material, would be
disclosed. Loss contingencies considered remote are generally not disclosed
unless they involve guarantees, in which case the guarantees would be
disclosed.
F-9
OMA
ENTERPRISES CORP.
(A
Development Stage Company)
NOTES
TO FINANCIAL STATEMENTS
FOR
THE NINE MONTHS ENDED SEPTEMBER 30, 2009 AND FEBRUARY 6, 2008 (Inception)
THROUGH SEPTEMBER 30, 2008
(UNAUDITED)
6
– COMMITMENTS AND CONTINGENCIES (CONT’D)
Facility
Leases
The
Company does not lease or own any property.
Employment
Agreements
The
Company does not have any employment agreements in place.
7
– GOING CONCERN
The
financial statements have been prepared in accordance with generally accepted
accounting principles applicable to a going concern, which assumes the Company,
will realize its assets and discharge its liabilities in the normal course of
business. Realization values may be substantially different from carrying values
as shown and the balance sheet does not give effect to adjustments that would be
necessary to the carrying values and classification of assets and liabilities
should the Company be unable to continue as a going concern. At September 30,
2009 the Company has a deficit accumulated during the development stage of
$25,889 used cash from operations of $24,389 and has a working capital deficit
of $23,889. The Company’s ability to continue as a going concern is dependent on
the raising of equity financing and finding suitable companies to invest in.
However there is no assurance of additional funding being available. The
accompanying financial statements do not include any adjustments that might
arise as a result of this uncertainty.
F-10
Item
2. Management’s Discussion and Analysis of
Financial Condition and Results of Operations.
As used
in this Form 10-Q, references to the “OMA,” Company,” “we,” “our” or “us” refer
to OMA Enterprises Corp. Unless the context otherwise indicates.
Forward-Looking
Statements
The
following discussion should be read in conjunction with our financial
statements, which are included elsewhere in this Form 10-Q (the “Report”). This
Report contains forward-looking statements which relate to future events or our
future financial performance. In some cases, you can identify forward-looking
statements by terminology such as “may,” “should,” “expects,” “plans,”
“anticipates,” “believes,” “estimates,” “predicts,” “potential” or “continue” or
the negative of these terms or other comparable terminology. These statements
are only predictions and involve known and unknown risks, uncertainties, and
other factors that may cause our or our industry’s actual results, levels of
activity, performance or achievements to be materially different from any future
results, levels of activity, performance or achievements expressed or implied by
these forward-looking statements.
For a
description of such risks and uncertainties refer to our Registration Statement
on Form 10-12G, filed with the Securities and Exchange Commission on July 18,
2008. While these forward-looking statements, and any assumptions upon which
they are based, are made in good faith and reflect our current judgment
regarding the direction of our business, actual results will almost always vary,
sometimes materially, from any estimates, predictions, projections, assumptions
or other future performance suggested herein. Except as required by applicable
law, including the securities laws of the United States, we do not intend to
update any of the forward-looking statements to conform these statements to
actual results.
Business
Overview
We are
considered a blank check company. The SEC defines those companies as “any
development stage company that is issuing a penny stock, within the meaning of
Section 3 (a)(51) of the Securities Exchange Act of 1934, as amended (the
“Exchange Act”), and that has no specific business plan or purpose, or has
indicated that its business plan is to merge with an unidentified company or
companies.” Under SEC Rule 12b-2 under the Securities Act of 1933, as amended
(the “Securities Act”), we also qualify as a “shell company,” because we have no
or nominal assets (other than cash) and no or nominal operations. Many states
have enacted statutes, rules and regulations limiting the sale of securities of
“blank check” companies in their respective jurisdictions. Management does not
intend to undertake any efforts to cause a market to develop in our securities,
either debt or equity, until we have successfully concluded a business
combination.
11
We intend
to comply with the periodic reporting requirements of the Exchange Act for so
long as we are subject to those requirements.
The
Company’s current business plan is to attempt to identify and negotiate with a
business target for the merger of that entity with and into the Company. In
certain instances, a target company may wish to become a subsidiary of ours or
may wish to contribute or sell assets to the Company rather than to merge. No
assurances can be given that we will be successful in identifying or negotiating
with any target company, or, if we do enter into such a business combination, no
assurances can be given as to the terms of a business combination, or as to the
nature of the target company. We seek to provide a method for a foreign or
domestic private company to become a reporting or public company whose
securities are qualified for trading in the United States secondary
markets.
The
address of our principal executive office is c/o Allon Messenberg, 1188 Howe
Street, Suite 2605, Vancouver, British Columbia, Canada V6Z 2S8. Our telephone
number is (778) 786-0258. We do not have a functioning website.
Plan
of Operation
General
During
the next 12 months, the Company intends to seek, investigate and, if such
investigation warrants, acquire an interest in one or more business
opportunities presented to it by persons or firms who or which desire to seek
the perceived advantages of a publicly held corporation. At this time, the
Company has no plan, proposal, agreement, understanding or arrangement to
acquire or merge with any specific business or company, and the Company has not
identified any specific business or company for investigation and evaluation. No
member of Management or promotor of the Company has had any material discussions
with any other company with respect to any acquisition of that
company.
The
Company will not restrict its search to any specific business, industry or
geographical location, and the Company may participate in a business venture of
virtually any kind or nature. The discussion of the proposed plan of operation
under this caption and throughout this Quarterly Report is purposefully general
and is not meant to be restrictive of the Company’s virtually unlimited
discretion to search for and enter into potential business
opportunities.
The
Company intends to obtain funds in one or more private placements to finance the
operation of any acquired business. Persons purchasing securities in these
placements and other shareholders will likely not have the opportunity to
participate in the decision relating to any acquisition. The Company’s proposed
business is sometimes referred to as a “blind pool” because any investors will
entrust their investment monies to the Company’s management before they have a
chance to analyze any ultimate use to which their money may be put.
Consequently, the Company’s potential success is heavily dependent on the
Company’s management, which will have virtually unlimited discretion in
searching for and entering into a business opportunity. None of the officers and
directors of the Company has had any experience in the proposed business of the
Company. There can be no assurance that the Company will be able to raise any
funds in private placements. In any private placement, management may purchase
shares on the same terms as offered in the private placement.
Management
anticipates that it will only participate in one potential business venture.
This lack of diversification should be considered a substantial risk in
investing in the Company because it will not permit the Company to offset
potential losses from one venture against gains from another. The Company may
seek a business opportunity with a firm which only recently commenced
operations, or a developing company in need of additional funds for expansion
into new products or markets, or seeking to develop a new product or service, or
an established business which may be experiencing financial or operating
difficulties and is in the need for additional capital which is perceived to be
easier to raise by a public company. In some instances, a business opportunity
may involve the
12
acquisition
or merger with a corporation which does not need substantial additional cash but
which desires to establish a public trading market for its common stock. The
Company may purchase assets and establish wholly owned subsidiaries in various
business or purchase existing businesses as subsidiaries.
The
Company anticipates that the selection of a business opportunity in which to
participate will be complex and extremely risky. Because of general economic
conditions, rapid technological advances being made in some industries, and
shortages of available capital, management believes that there are numerous
firms seeking the benefits of a publicly traded corporation. Such perceived
benefits of a publicly traded corporation may include facilitating or improving
the terms on which additional equity financing may be sought, providing
liquidity for the principals of a business, creating a means for providing
incentive stock options or similar benefits to key employees, providing
liquidity (subject to restrictions of applicable statutes) for all shareholders,
and other factors. Potentially available business opportunities may occur in
many different industries and at various stages of development, all of which
will make the task of comparative investigation and analysis of such business
opportunities extremely difficult and complex.
As part
of any transaction, the acquired company may require that management or other
stockholders of the Company sell all or a portion of their shares to the
acquired company, or to the principals of the acquired company. It is
anticipated that the sales price of such shares will be lower than the current
market price or anticipated market price of the Company’s Common Stock. The
Company’s funds are not expected to be used for purposes of any stock purchase
from insiders. The Company shareholders will not be provided the opportunity to
approve or consent to such sale. The opportunity to sell all or a portion of
their shares in connection with an acquisition may influence management’s
decision to enter into a specific transaction. However, management believes that
since the anticipated sales price will be less than market value, that the
potential of a stock sale by management will be a material factor on their
decision to enter a specific transaction.
The above
description of potential sales of management stock is not based upon any
corporate bylaw, shareholder or board resolution, or contract or agreement. No
other payments of cash or property are expected to be received by Management in
connection with any acquisition.
The
Company has not formulated any policy regarding the use of consultants or
outside advisors, but does not anticipate that it will use the services of such
persons.
The
Company has, and will continue to have, insufficient capital with which to
provide the owners of business opportunities with any significant cash or other
assets. However, management believes the Company will offer owners of business
opportunities the opportunity to acquire a controlling ownership interest in a
public company at substantially less cost than is required to conduct an initial
public offering. The owners of the business opportunities will, however, incur
significant post-merger or acquisition registration costs in the event they wish
to register a portion of their shares for subsequent sale. The Company will also
incur significant legal and accounting costs in connection with the acquisition
of a business opportunity including the costs of preparing post-effective
amendments, Forms 8-K, agreements and related reports and documents
nevertheless, the officers and directors of the Company have not conducted
market research and are not aware of statistical data which would support the
perceived benefits of a merger or acquisition transaction for the owners of a
business opportunity. The Company does not intend to make any loans to any
prospective merger or acquisition candidates or to unaffiliated third
parties.
Sources
of Opportunities
The
Company anticipates that business opportunities for possible acquisition will be
referred by various sources, including its officers and directors, professional
advisers, securities broker-dealers, venture capitalists, members of the
financial community, and others who may present unsolicited
proposals.
13
The
Company will seek a potential business opportunity from all known sources, but
will rely principally on personal contacts of its officers and directors as well
as indirect associations between them and other business and professional
people. It is not presently anticipated that the Company will engage
professional firms specializing in business acquisitions or
reorganizations.
The
officers and directors of the Company are currently employed in other positions
and will devote only a portion of their time (not more than three hour per week)
to the business affairs of the Company, until such time as an acquisition has
been determined to be highly favorable, at which time they expect to spend full
time in investigating and closing any acquisition for a period of two weeks. In
addition, in the face of competing demands for their time, the officers and
directors may grant priority to their full-time positions rather than to the
Company.
Evaluation of
Opportunities
The
analysis of new business opportunities will be undertaken by or under the
supervision of the officers and directors of the Company. Management intends to
concentrate on identifying prospective business opportunities which may be
brought to its attention through present associations with management. In
analyzing prospective business opportunities, management will consider such
matters as the available technical, financial and managerial resources; working
capital and other financial requirements; history of operation, if any;
prospects for the future; present and expected competition; the quality and
experience of management services which may be available and the depth of that
management; the potential for further research, development or exploration;
specific risk factors not now foreseeable but which then may be anticipated to
impact the proposed activities of the Company; the potential for growth or
expansion; the potential for profit; the perceived public recognition or
acceptance of products, services or trades; name identification; and other
relevant factors. Officers and directors of each Company will meet personally
with management and key personnel of the firm sponsoring the business
opportunity as part of their investigation. To the extent possible, the Company
intends to utilize written reports and personal investigation to evaluate the
above factors. The Company will not acquire or merge with any company for which
audited financial statements cannot be obtained.
The
Company will not restrict its search for any specific kind of business, but may
acquire a venture which is in its preliminary or development stage, which is
already in operation, or in essentially any stage of its corporate life. It is
currently impossible to predict the status of any business in which the Company
may become engaged, in that such business may need additional capital, may
merely desire to have its shares publicly traded, or may seek other perceived
advantages which the Company may offer.
Acquisition
of Opportunities
In
implementing a structure for a particular business acquisition, the Company may
become a party to a merger, consolidation, reorganization, joint venture,
franchise or licensing agreement with another corporation or entity. It may also
purchase stock or assets of an existing business. On the consummation of a
transaction, it is possible that the present management and shareholders of the
Company will not be in control of the Company. In addition, a majority or all of
the Company’s officers and directors may, as part of the terms of the
acquisition transaction, resign and be replaced by new officers and directors
without a vote of the Company’s shareholders.
It is
anticipated that any securities issued in any such reorganization would be
issued in reliance on exemptions from registration under applicable Federal and
state securities laws. In some circumstances, however, as a negotiated element
of this transaction, the Company may agree to register such securities either at
the time the transaction is consummated, under certain conditions, or at
specified time thereafter. The issuance of substantial additional securities and
their potential sale into any trading market which may develop in the Company’s
Common Stock may have a depressive effect on such market. While the actual terms
of a transaction to which the
14
Company
may be a party cannot be predicted, it may be expected that the parties to the
business transaction will find it desirable to avoid the creation of a taxable
event and thereby structure the acquisition in a so called “tax free”
reorganization under Sections 368(a)(1) or 351 of the Internal Revenue Code of
1986, as amended (the “Code”). In order to obtain tax free treatment under the
Code, it may be necessary for the owners of the acquired business to own 80% or
more of the voting stock of the surviving entity. In such event, the
shareholders of the Company, including investors in this offering, would retain
less than 20% of the issued and outstanding shares of the surviving entity,
which could result in significant dilution in the equity of such
shareholders.
As part
of the Company’s investigation, officers and directors of the Company will meet
personally with management and key personnel, may visit and inspect material
facilities, obtain independent analysis or verification of certain information
provided, check reference of management and key personnel, and take other
reasonable investigative measures, to the extent of the Company’s limited
financial resources and management expertise.
The
manner in which each Company participates in an opportunity will depend on the
nature of the opportunity, the respective needs and desires of the Company and
other parties, the management of the opportunity, and the relative negotiating
strength of the Company and such other management.
With
respect to any mergers or acquisitions, negotiations with target company
management will be expected to focus on the percentage of the Company which
target company shareholders would acquire in exchange for their shareholdings in
the target company. Depending upon, among other things, the target company’s
assets and liabilities, the Company’s shareholders will in all likelihood hold a
lesser percentage ownership interest in the Company following any merger or
acquisition. The percentage ownership may be subject to significant reduction in
the event the Company acquires a target company with substantial assets. Any
merger or acquisition effected by the Company can be expected to have a
significant dilative effect on the percentage of shares held by the Company’s
then shareholders, including purchasers in this offering.
The
Company will not have sufficient funds (unless it is able to raise funds in a
private placement) to undertake any significant development, marketing and
manufacturing of any products which may be acquired.
Accordingly,
following the acquisition of any such product, the Company will, in all
likelihood, be required to either seek debt or equity financing or obtain
funding from third parties, in exchange for which the Company would probably be
required to give up a substantial portion of its interest in any acquired
product. There is no assurance that the Company will be able either to obtain
additional financing or interest third parties in providing funding for the
further development, marketing and manufacturing of any products
acquired.
It is
anticipated that the investigation of specific business opportunities and the
negotiation, drafting and execution of relevant agreements, disclosure documents
and other instruments will require substantial management time and attention and
substantial costs for accountants, attorneys and others. If a decision is made
not to participate in a specific business opportunity the costs therefore
incurred in the related investigation would not be recoverable.
Furthermore,
even if an agreement is reached for the participation in a specific business
opportunity, the failure to consummate that transaction may result in the loss
of the Company of the related costs incurred. Management believes that the
Company may be able to benefit from the use of “leverage” in the acquisition of
a business opportunity. Leveraging a transaction involves the acquisition of a
business through incurring significant indebtedness for a large percentage of
the purchase price for that business.
15
Through a
leveraged transaction, the Company would be required to use less of its
available funds for acquiring the business opportunity and, therefore, could
commit those funds to the operations of the business opportunity, to acquisition
of other business opportunities or to other activities. The borrowing involved
in a leveraged transaction will ordinarily be secured by the assets of the
business opportunity to be acquired. If the business opportunity acquired is not
able to generate sufficient revenues to make payments on the debt incurred by
the Company to acquire that business opportunity, the lender would be able to
exercise the remedies provided by law or by contract. These leveraging
techniques, while reducing the amount of funds that the Company must commit to
acquiring a business opportunity, may correspondingly increase the risk of loss
to the Company. No assurance can be given as to the terms or the availability of
financing for any acquisition by the Company. No assurance can be given as to
the terms or the availability of financing for any acquisition by the Company.
During periods when interest rates are relatively high, the benefits of
leveraging are not as great as during periods of lower interest rates because
the investment in the business opportunity held on a leveraged basis will only
be profitable if it generates sufficient revenues to cover the related debt and
other costs of the financing. Lenders from which the Company may obtain funds
for purposes of a leveraged buy-out may impose restrictions on the future
borrowing, distribution, and operating policies of the Company. It is not
possible at this time to predict the restrictions, if any, which lenders may
impose or the impact thereof on the Company.
Results
of Operations
Results
of Operations For the three months ended September 30, 2009 compared to the
three months ended September 30, 2008
The
following discussion should be read in conjunction with the condensed financial
statements and in conjunction with the Company's Form 10-K filed on July 27,
2009. Results for interim periods may not be indicative of results for the full
year.
Revenues
The
Company did not generate any revenues for the three (3) months ended September
30, 2009 and 2008. We are not expecting to generate any revenues in the
future.
During
the three (3) months ended September 30, 2009 and 2008, total operating expenses
were $6,187 and $4,270, respectively. The general and administrative expenses
were primarily the result of fees for bookkeeping expenses and professional
fees associated with fulfilling the Company’s SEC reporting
requirements.
Net
loss
During
the three (3) months ended September 30, 2009 and 2008, the net loss was $6,187
and $4,270, respectively.
Liquidity
and Capital Resources
Our balance sheet as of September 30,
2009 reflects that the Company had $3,424 in cash as compared to $31 in cash as
of December 31. 2008. As of September 30, 2009, the Company had no revenues and
had a deficit accumulated during the development stage of $25,889 used
cash from operations of $24,389 and had a working capital deficit of
$23,889.
As at
September 30, 2009 and September 30, 2008 amounts totaling $25,813 and $7,363
respectively were due to the shareholders for monies used in establishing the
Company’s bank account and to cover operating expenses. These amounts
bear no interest and are due on demand.
The focus
of OMA’s efforts is to acquire or develop an operating business. Despite no
active operations at this time, management intends to continue in business and
has no intention to liquidate the Company. OMA has considered various business
alternatives including the possible acquisition of an existing business, but to
date has found possible opportunities unsuitable or excessively priced. OMA does
not contemplate limiting the scope of its search to any particular industry.
Management has considered the risk of possible
16
opportunities
as well as their potential rewards. Management has invested time evaluating
several proposals for possible acquisition or combination; however, none of
these opportunities were pursued. OMA presently owns no real property and at
this time has no intention of acquiring any such property. OMA’s sole expected
expenses are comprised of professional fees primarily incident to its reporting
requirements.
The
accompanying financial statements have been prepared assuming OMA will continue
as a going concern. OMA’s recurring losses from operations, stockholders’
deficiency and working capital deficiency, and lack of revenue generating
operations, raise substantial doubt about the Company’s ability to continue as a
going concern.
Management
believes OMA will continue to incur losses and negative cash flows from
operating activities for the foreseeable future and will need additional equity
or debt financing to sustain its operations until it can achieve profitability
and positive cash flows, if ever. Management plans to seek additional debt
and/or equity financing for OMA, but cannot assure that such financing will be
available on acceptable terms.
The
accompanying financial statements do not include any adjustments that might
result from the outcome of this uncertainty. There can be no assurance that
management will be successful in implementing its business plan or that the
successful implementation of such business plan will actually improve the
Company’s operating results.
Going
Concern Consideration
The
Company is a development stage company and has not commenced planned principal
operations. At
September 30, 2009 the Company had a deficit accumulated during the development
stage of $25,889, used cash from operations of $24,389 and had a working capital
deficit of $23,889. . These factors raise substantial doubt about the
Company’s ability to continue as a going concern.
There can
be no assurance that sufficient funds will be generated during the next three
months or thereafter from operations or that funds will be available from
external sources such as debt or equity financings or other potential
sources. The lack of additional capital could force the Company to
curtail or cease operations and would, therefore, have a material adverse effect
on its business. Furthermore, there can be no assurance that any such
required funds, if available, will be available on attractive terms or that they
will not have a significant dilutive effect on the Company's existing
stockholders.
Off-Balance
Sheet Arrangements
We have
no off-balance sheet arrangements.
Item
3. Quantitative and Qualitative
Disclosures About Market Risk.
A smaller
reporting company, as defined by Item 10 of Regulation S-K, is not required to
provide the information required by this item.
Item
4(T). Controls and Procedures.
Our
disclosure controls and procedures are designed to ensure that information
required to be disclosed in reports that we file or submit under the Securities
Exchange Act of 1934 is recorded, processed, summarized and reported within the
time periods specified in the rules and forms of
17
the
United States Securities and Exchange Commission. Our principal executive
officer and principal financial and accounting officers have reviewed the
effectiveness of our “disclosure controls and procedures” (as defined in the
Securities Exchange Act of 1934 Rules 13(a)-15(e) and 15(d)-15(e)) within the
end of the period covered by this Quarterly Report on Form 10-Q and have
concluded that the disclosure controls and procedures are effective to ensure
that material information relating to the Company is recorded, processed,
summarized, and reported in a timely manner. There were no significant changes
in our internal controls or in other factors that could significantly affect
these controls subsequent to the last day they were evaluated by our principal
executive officer and principal financial and accounting officers.
Changes
in Internal Controls over Financial Reporting
There
have been no changes in the Company's internal control over financial reporting
during the last quarterly period covered by this report that have materially
affected, or are reasonably likely to materially affect, the Company's internal
control over financial reporting.
PART
II
OTHER
INFORMATION
Item
1. Legal Proceedings.
There are
no pending legal proceedings to which the Company is a party or in which any
director, officer or affiliate of the Company, any owner of record or
beneficially of more than 5% of any class of voting securities of the Company,
or security holder is a party adverse to the Company or has a material interest
adverse to the Company. The Company’s property is not the subject of any pending
legal proceedings.
Item
1A. Risk Factors
A smaller
reporting company, as defined by Item 10 of Regulation S-K, is not required to
provide the information required by this item.
Item
2. Unregistered Sales of Equity
Securities and Use of Proceeds.
Unregistered
Sales of Equity Securities
None.
Purchases
of equity securities by the issuer and affiliated purchasers
None.
Use
of Proceeds
None
Item 3. Defaults Upon Senior Securities.
None.
Item
4. Submission
of Matters to a Vote of Security Holders.
There was
no matter submitted to a vote of security holders during the fiscal quarter
ended September 30, 2009.
18
Item
5. Other
Information.
None
Item
6.
Exhibits
Exhibit
No.
|
Description
|
|
31.1
|
Certification
pursuant to Section 302 of the Sarbanes-Oxley Act of
2002
|
|
32.1
|
Certification
pursuant to Section 906 of the Sarbanes-Oxley Act of
2002
|
19
SIGNATURES
Pursuant
to the requirements of the Securities Exchange Act of 1934, the registrant has
duly caused this report to be signed on its behalf by the undersigned thereunto
duly authorized
OMA ENTERPRISES CORP. | |||
Dated:
November 13, 2009
|
By:
|
/s/Allon Messenberg | |
Allon Messenberg | |||
President, Chief Executive Officer, Treasurer, Secretary and Director | |||
(Principal Executive, Financial and Accounting Officer) |
Dated:
November 13, 2009
|
By:
|
/s/Yechiel Oirechman | |
Yechiel Oirechman | |||
Director | |||
20