Attached files
| file | filename |
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| EX-31.1 - CERTIFICATION OF CHIEF EXECUTIVE OFFICER AND CHIEF FINANCIAL OFFICER - Omni Ventures, Inc. | f10q1209ex31_omni.htm |
| EX-32.1 - CERTIFICATION OF CHIEF EXECUTIVE OFFICER AND CHIEF FINANCIAL OFFICER - Omni Ventures, Inc. | f10q1209ex32_omni.htm |
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON,
D.C. 20549
_____________________
FORM
10-Q
_____________________
|
x
|
QUARTERLY
REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF
1934
|
For
the quarterly period ended December 31, 2009
|
o
|
TRANSITION
REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF
1934
|
For the transition period from
______to______.
OMNI
VENTURES, INC.
(Exact
name of registrant as specified in the Charter)
|
KANSAS
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333-156263
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26-3404322
|
||
|
(State
or other jurisdiction of
incorporation
or organization)
|
(Commission
File No.)
|
(IRS
Employee Identification No.)
|
15875
S. Cherry Ct, Suite 1
Olathe,
Kansas 66062
(Address
of Principal Executive Offices) (Zip Code)
(913)
681-8193
(Registrants
Telephone number, including area code)
Indicate
by check mark whether the registrant (1) has filed all reports required to be
filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the
preceding 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 has submitted electronically and posted on
its corporate Web site, if any, every Interactive Data File required to be
submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this
chapter) during the preceding 12 months (or for such shorter period that the
registrant was required to submit and post such files). Yes o 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 filer.
See definition of “accelerated filer” and “large accelerated filer” in
Rule 12b-2 of the Exchange Act (Check one):
|
Large
accelerated filer
|
o
|
Accelerated
filer
|
o
|
|
|
Non-accelerated
filer
(Do
not check if a smaller reporting company)
|
o
|
Smaller
reporting company
|
x
|
Indicate
by check mark whether the registrant is a shell company as defined in Rule 12b-2
of the Exchange Act. Yes o No x
The
number of shares outstanding of the Registrant’s common stock as of December 31,
2009: 102,684, 520 shares of common stock.
OMNI
VENTURES, INC.
FORM
10-Q
December
31, 2009
TABLE
OF CONTENTS
|
PART
I— FINANCIAL INFORMATION
|
||
|
Item
1.
|
Financial
Statements
|
1 |
|
Item
2.
|
Management’s
Discussion and Analysis of Financial Condition and Results of
Operations
|
11 |
|
Item
3.
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Quantitative
and Qualitative Disclosures About Market Risk
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17 |
|
Item
4T.
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Controls
and Procedures
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17 |
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PART
II— OTHER INFORMATION
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||
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Item
1.
|
Legal
Proceedings
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18 |
|
Item
1A.
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Risk
Factors
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19 |
|
Item
2.
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Unregistered
Sales of Equity Securities and Use of Proceeds
|
19 |
|
Item
3.
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Defaults
Upon Senior Securities
|
19 |
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Item
4.
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Submission
of Matters to a Vote of Security Holders
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19 |
|
Item
5.
|
Other
Information
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19 |
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Item
6.
|
Exhibits
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19 |
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SIGNATURES
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20 | |
PART
1 - FINANCIAL INFORMATION
Item
1. Financial Statements
Omni
Ventures, Inc.
(A
Development Stage Company)
Financial
Statements
December
31, 2009
(Unaudited)
CONTENTS
| Page(s) | |
|
Balance
Sheets – As of December 31, 2009 (Unaudited)
and
September 30, 2009 (Audited)
|
1
|
|
Statements
of Operations –
For the three months ended December 31, 2009 and 2008
and for the period from August 14, 2008 (inception)
to December 31, 2009 (Unaudited)
|
2
|
|
Statements
of Cash Flows –
For the three months ended December 31, 2009 and 2008
and for the period from August 14, 2008 (inception)
to December 31, 2009 (Unaudited)
|
3
|
|
Notes
to Financial Statements (Unaudited)
|
4 –
10
|
|
(A
Development Stage Company)
|
||||||||
|
Balance Sheets
|
||||||||
|
December
31, 2009
|
September
30, 2009
|
|||||||
|
(Unaudited)
|
(Audited)
|
|||||||
|
Assets
|
||||||||
|
Current
Assets
|
||||||||
|
Cash
|
$ | 99 | $ | 186 | ||||
|
Total
Current Assets
|
99 | 186 | ||||||
|
Total
Assets
|
$ | 99 | $ | 186 | ||||
|
Liabilities and Stockholders'
Deficit
|
||||||||
|
Current
Liabilities
|
||||||||
|
Accounts
payable and accrued expenses
|
$ | 57,890 | $ | 47,085 | ||||
|
Notes
payable
|
120,000 | 120,000 | ||||||
|
Total
Current Liabilities
|
177,890 | 167,085 | ||||||
|
Stockholders'
Deficit
|
||||||||
|
Preferred
stock, $0.001 par value, 50,000,000 shares authorized;
|
||||||||
|
none
issued and outstanding
|
- | - | ||||||
|
Common
stock, $0.0001 par value, 200,000,000 shares authorized;
|
||||||||
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102,695,172
and 102,675,172 shares issued and outstanding
|
10,270 | 10,268 | ||||||
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Additional
paid-in capital
|
451,634 | 451,236 | ||||||
|
Deficit
accumulated during the development stage
|
(639,694 | ) | (628,403 | ) | ||||
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Total
Stockholders' Deficit
|
(177,791 | ) | (166,899 | ) | ||||
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Total
Liabilities & Stockholders' Deficit
|
$ | 99 | $ | 186 | ||||
|
Check
|
$ | (0 | ) | $ | (0 | ) | ||
See
accompanying notes to financial statements
1
|
(A
Development Stage Company)
|
||||||||||||
|
Statements
of Operations
|
||||||||||||
|
(Unaudited)
|
||||||||||||
|
For
the Three Months Ended
|
For
the period from
August 14, 2008
(inception) to
|
|||||||||||
|
December
31,
|
December 31,
|
|||||||||||
|
2009
|
2008
|
2009
|
||||||||||
|
General
and administrative expenses
|
$ | 6,392 | $ | 62,641 | $ | 618,544 | ||||||
|
Interest
expense
|
4,900 | 3,000 | 21,150 | |||||||||
|
Net
loss
|
$ | (11,292 | ) | $ | (65,641 | ) | $ | (639,694 | ) | |||
|
Net
loss per common share - basic and diluted
|
$ | (0.00 | ) | $ | (0.00 | ) | $ | (0.01 | ) | |||
|
Weighted
average number of common shares outstanding
|
||||||||||||
|
during
the period - basic and diluted
|
102,684,520 | 85,055,011 | 94,860,315 | |||||||||
See
accompanying notes to financial statements
2
|
(A
Development Stage Company)
|
||||||||||||
|
Statements
of Cash Flows
|
||||||||||||
|
(Unaudited)
|
||||||||||||
|
For
the Three Months Ended
|
For
the period from
August 14, 2008
(inception) to
|
|||||||||||
|
December
31,
|
December 31,
|
|||||||||||
|
2009
|
2008
|
2009
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||||||||||
|
CASH
FLOWS FROM OPERATING ACTIVITIES:
|
||||||||||||
|
Net
loss
|
$ | (11,292 | ) | $ | (65,641 | ) | $ | (639,694 | ) | |||
|
Adjustments
to reconcile net loss to net cash used in operating
activities:
|
||||||||||||
|
Amortization
of prepaid consulting services
|
- | 51,767 | 340,903 | |||||||||
|
Common
stock issued for compensation - related party
|
- | - | 200,000 | |||||||||
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Common
stock issued for interest
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400 | - | 800 | |||||||||
|
Common
stock issued for pre-incorporation services - founder
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- | - | 8,000 | |||||||||
|
Change
in operating assets and liabilities
|
||||||||||||
|
Increase
(decrease) in:
|
||||||||||||
|
Accounts
payable and accrued expenses
|
10,805 | - | 57,890 | |||||||||
|
Net
Cash Used In Operating Activities
|
(87 | ) | (13,874 | ) | (32,100 | ) | ||||||
|
CASH
FLOWS FROM FINANCING ACTIVITIES:
|
||||||||||||
|
Proceeds
from loan payable - related party
|
- | 5,300 | 13,300 | |||||||||
|
Repayment
of loan payable - related party
|
- | (1,500 | ) | (13,300 | ) | |||||||
|
Proceeds
from notes payable
|
- | - | 20,000 | |||||||||
|
Proceeds
from sale of common stock
|
- | 12,200 | 12,200 | |||||||||
|
Net
Cash Provided by Financing Activities
|
- | 16,000 | 32,200 | |||||||||
|
Net
Increase in Cash
|
(87 | ) | 2,126 | 100 | ||||||||
|
Cash
- Beginning of Period
|
186 | - | - | |||||||||
|
Cash
- End of Period
|
$ | 99 | $ | 2,126 | $ | 100 | ||||||
|
SUPPLEMENTARY
CASH FLOW INFORMATION:
|
||||||||||||
|
Cash
paid during the period for:
|
||||||||||||
|
Income
taxes
|
$ | - | $ | - | $ | - | ||||||
|
Interest
|
$ | - | $ | 3,000 | 3,000 | |||||||
|
SUPPLEMENTARY
DISCLOSURE OF NON-CASH INVESTING AND FINANCING ACTIVITIES:
|
||||||||||||
|
Note
payable issued for future services
|
$ | - | $ | - | $ | 100,000 | ||||||
|
Common
stock issued for future services
|
$ | - | $ | 240,903 | $ | 240,903 | ||||||
See
accompanying notes to financial statements
3
Omni
Ventures, Inc.
(A
Development Stage Company)
Notes
to Financial Statements
December
31, 2009
(Unaudited)
Note 1 Basis of
Presentation
The
accompanying unaudited interim financial statements have been prepared in
accordance with accounting principles generally accepted in the United States of
America and the rules and regulations of the United States Securities and
Exchange Commission for interim financial information and with the instructions
to Form 10-Q and Article 10 of Regulation S-X. Accordingly, they do not include
all the information and footnotes necessary for a comprehensive presentation of
financial position, results of operations, or cash flows. It is management's
opinion, however, that all material adjustments (consisting of normal recurring
adjustments) have been made which are necessary for a fair financial statement
presentation.
The
unaudited interim financial statements should be read in conjunction with the
Company’s Annual Report on Form 10-K, which contains the audited financial
statements and notes thereto, together with the Management’s Discussion and
Analysis, for the year ended September 30, 2009. The interim results
for the period ended December 31, 2009 are not necessarily indicative of results
for the full fiscal year.
Note 2 Nature of Operations
and Summary of Significant Accounting Policies
Nature
of Operations
Omni
Ventures, Inc. (the “Company”), was incorporated in the State of Kansas
on August 14, 2008.
The
Company previously intended to develop properties on Indian reservations. The
Company is currently inactive.
Development
Stage
The
Company's financial statements are presented as those of a development stage
enterprise. Activities during the development stage primarily include equity
based financing and further implementation of the business plan. The Company has
not generated any revenues since inception.
Risks
and Uncertainties
The
Company's operations will be subject to significant risk and uncertainties
including financial, operational, regulatory and other risks associated with a
development stage company, including the potential risk of business
failure.
4
Omni
Ventures, Inc.
(A
Development Stage Company)
Notes
to Financial Statements
December
31, 2009
(Unaudited)
Use
of Estimates
The
preparation of financial statements in conformity with U.S. generally accepted
accounting principles requires management to make estimates and assumptions that
affect the reported amounts of assets and liabilities and disclosure of
contingent assets and liabilities at the date of the financial statements and
the reported amounts of revenues and expenses during the reporting
period.
Such
estimates and assumptions impact, among others, include a 100% valuation
allowance for deferred taxes due to the Company’s continuing and expected future
losses.
Making
estimates requires management to exercise significant judgment. It is at least
reasonably possible that the estimate of the effect of a condition, situation or
set of circumstances that existed at the date of the financial statements, which
management considered in formulating its estimate could change in the near term
due to one or more future confirming events. Accordingly, the actual results
could differ significantly from these estimates.
Cash
and Cash Equivalents
The
Company minimizes its credit risk associated with cash by periodically
evaluating the credit quality of its primary financial institution. The balance
at times may exceed federally insured limits. At December 31, 2009
and September 30, 2009, respectively, there were no balances that exceeded the
federally insured limit.
The
Company considers all highly liquid instruments purchased with a maturity of
three months or less to be cash equivalents. At December 31, 2009 and September
30, 2009, respectively, the Company had no cash equivalents.
Share
Based Payments
Generally,
all forms of share-based payments, including stock option grants, restricted
stock grants and stock appreciation rights, are measured at their fair value on
the awards’ grant date, and based on the estimated number of awards that are
ultimately expected to vest. Share-based payment awards issued to non-employees
for services rendered are recorded at either the fair value of the services
rendered or the fair value of the share-based payment, whichever is more readily
determinable. The expense resulting from share-based payments are recorded as a
component of general and administrative expense.
5
Omni
Ventures, Inc.
(A
Development Stage Company)
Notes
to Financial Statements
December
31, 2009
(Unaudited)
Earnings
per share
Basic
earnings per share (“EPS”) is computed by dividing net loss available to common
stockholders by the weighted average number of common shares outstanding during
the period, excluding the effects of any potentially dilutive securities.
Diluted EPS gives effect to all dilutive potential of shares of common stock
outstanding during the period including stock options or warrants, using the
treasury stock method (by using the average stock price for the period to
determine the number of shares assumed to be purchased from the exercise of
stock options or warrants), and convertible debt or convertible preferred stock,
using the if-converted method. Diluted EPS excludes all dilutive potential of
shares of common stock if their effect is anti-dilutive.
The
computation of basic and diluted loss per share since inception are equivalent
since the Company has had continuing losses. The Company also has no
common stock equivalents.
Segment
Information
During
fiscal year-end 2010 and 2009, the Company only operated in one segment;
therefore, segment information has not been presented.
Recent
Accounting Pronouncements
Effective
July 1, 2009, the Company adopted the Financial Accounting Standards Board
(“FASB”) Accounting Standards Codification (“ASC”) 105-10, Generally Accepted Accounting
Principles – Overall (“ASC 105-10”). ASC 105-10 establishes the FASB Accounting Standards
Codification (the “Codification”) as the source of authoritative
accounting principles recognized by the FASB to be applied by nongovernmental
entities in the preparation of financial statements in conformity with U.S.
GAAP. Rules and interpretive releases of the SEC under authority of federal
securities laws are also sources of authoritative U.S. GAAP for SEC registrants.
All guidance contained in the Codification carries an equal level of authority.
The Codification superseded all existing non-SEC accounting and reporting
standards. All other non-grandfathered, non-SEC accounting literature not
included in the Codification is non-authoritative. The FASB will not issue new
standards in the form of Statements, FASB Staff Positions or Emerging Issues
Task Force Abstracts. Instead, it will issue Accounting Standards Updates
(“ASUs”). The FASB will not consider ASUs as authoritative in their own right.
ASUs will serve only to update the Codification, provide background information
about the guidance and provide the bases for conclusions on the change(s) in the
Codification. References made to FASB guidance throughout this document have
been updated for the Codification.
6
Omni
Ventures, Inc.
(A
Development Stage Company)
Notes
to Financial Statements
December
31, 2009
(Unaudited)
Effective
June 30, 2009, the Company adopted a new accounting standard for subsequent
events, as codified in ASC 855-10. The update modifies the names of the two
types of subsequent events either as recognized subsequent events (previously
referred to in practice as Type I subsequent events) or non-recognized
subsequent events (previously referred to in practice as Type II subsequent
events). In addition, the standard modifies the definition of subsequent events
to refer to events or transactions that occur after the balance sheet date, but
before the financial statements are issued (for public entities) or available to
be issued (for nonpublic entities). It also requires the disclosure of the date
through which subsequent events have been evaluated. The update did not result
in significant changes in the practice of subsequent event disclosures, and
therefore the adoption did not have a material impact on the Company’s financial
statements.
Effective
July 1, 2009, the Company adopted FASB ASU No. 2009-05, Fair Value Measurements and
Disclosures (Topic 820) (“ASU 2009-05”). ASU 2009-05 provided amendments
to ASC 820-10, Fair Value
Measurements and Disclosures – Overall, for the fair value measurement of
liabilities. ASU 2009-05 provides clarification that in circumstances in which a
quoted price in an active market for the identical liability is not available, a
reporting entity is required to measure fair value using certain techniques. ASU
2009-05 also clarifies that when estimating the fair value of a liability, a
reporting entity is not required to include a separate input or adjustment to
other inputs relating to the existence of a restriction that prevents the
transfer of a liability. ASU 2009-05 also clarifies that both a quoted price in
an active market for the identical liability at the measurement date and the
quoted price for the identical liability when traded as an asset in an active
market when no adjustments to the quoted price of the asset are required are
Level 1 fair value measurements. Adoption of ASU 2009-05 did not have a material
impact on the Company’s results of operations or financial
condition.
Note 3 Going
Concern
As
reflected in the accompanying unaudited financial statements, the Company has a
net loss of $11,292 and net cash used in operations of $87 for the three months
ended December 31, 2009; and a working capital deficit of $177,791 and a deficit
accumulated during the development stage of $639,694 at December 31, 2009. The
Company is in the development stage and has not yet generated any
revenues.
The
ability of the Company to continue as a going concern is dependent on
Management's plans, which include potential asset acquisitions, mergers or
business combinations with other entities, further implementation of its
business plan and continuing to raise funds through debt or equity
raises. The accompanying financial statements have been prepared on a
going concern basis, which contemplates the realization of assets and the
satisfaction of liabilities in the normal course of business. These
financial statements do not include any adjustments relating to the recovery of
the recorded assets or the classification of the liabilities that might be
necessary should the Company be unable to continue as a going
concern.
7
Omni
Ventures, Inc.
(A
Development Stage Company)
Notes
to Financial Statements
December
31, 2009
(Unaudited)
Note 4 - Fair
Value
The
Company has categorized our assets and liabilities recorded at fair value based
upon the fair value hierarchy specified by GAAP.
The
levels of fair value hierarchy are as follows:
|
|
·
|
Level
1 inputs utilize unadjusted quoted prices in active markets for identical
assets or liabilities that the Company has the ability to
access;
|
|
|
·
|
Level
2 inputs utilize other-than-quoted prices that are observable, either
directly or indirectly. Level 2 inputs include quoted prices for similar
assets and liabilities in active markets, and inputs such as interest
rates and yield curves that are observable at commonly quoted intervals;
and
|
|
|
·
|
Level
3 inputs are unobservable and are typically based on our own assumptions,
including situations where there is little, if any, market
activity.
|
In
certain cases, the inputs used to measure fair value may fall into different
levels of the fair value hierarchy. In such cases, the Company categorizes such
financial asset or liability based on the lowest level input that is significant
to the fair value measurement in its entirety. Our assessment of the
significance of a particular input to the fair value measurement in its entirety
requires judgment and considers factors specific to the asset or
liability.
Both
observable and unobservable inputs may be used to determine the fair value of
positions that are classified within the Level 3 category. As a result, the
unrealized gains and losses for assets within the Level 3 category can
include changes in fair value that were attributable to both observable and
unobservable inputs. The Company has no instruments that require additional
disclosure.
Note 5 Loan Payable -
Related Party
On
October 6, 2008, the Company’s Chairman provided a $20,000 revolving line of
credit. The debt bore interest at 12%, with interest due
monthly. All advances were due on demand and were
unsecured. During the year ended September 30, 2009, the Company
borrowed and repaid $13,300 on this line of credit.
Note 6 Notes Payable and
Default
On
September 3, 2008, the Company entered into an agreement for future consulting
services. In exchange for these future services, the Company issued a $100,000,
one-year note payable. The note bears interest at 12% and is due
monthly. The note is secured by the Company’s assets and 80,000,000
shares issued to the Company’s founder (see Note 7). The note was due
on September 3, 2009. At of December 31, 2009, the
Company had accrued interest of $19,350 relating to this note. The
Company did not pay the interest due since January 2009; therefore, beginning in
February 2009, the note holder began charging the default interest rate of 18%.
The note holder granted a six-month extension until July 1, 2009 to repay all
unpaid accrued interest On July 1, 2009; the extension was
amended to August 14, 2009. The Company did not repay the note or
related accrued interest by August 14, 2009, and is in default.
8
Omni
Ventures, Inc.
(A
Development Stage Company)
Notes
to Financial Statements
December
31, 2009
(Unaudited)
The
Company and its founder have been notified that they are in default under the
terms of the note. As a result, the note holder has the right to foreclose on
the assets and shares that are held in escrow as collateral at any time.
However, to date the note holder has not taken actions to foreclose on the
Company’s assets and the founder’s shares, even though they have notified all
parties about the default as required under the note. The Company
amortized these related services, of $100,000, over a one-year
period. The Company expensed $92,500 and $7,500 during the years
ended September 30, 2009 and 2008, respectively.
On May
18, 2009, the Company issued two $10,000, one-year notes payable, to third
parties. The notes require payment of interest in the form of shares
of common stock. 20,000 shares were issued on May 18, 2009 and an
additional 20,000 shares were issued on November 18, 2009. The stock
issued as interest was valued by the debt holders at $400 ($0.02/share) at both
dates. Fair value was based upon recent cash offerings to third
parties at $0.02/share in October 2008. The Company believes that the
valuation of these shares based upon a quoted closing trading price is not the
best available evidence among willing buyers or sellers due to the stock being
restricted and thinly traded at the date of issuance. Furthermore,
the Company was inactive, so no valuation could be ascribed that would indicate
the shares had any additional value. These notes are unsecured and
due on May 18, 2010.
Note 7 Stockholders’
Deficit
On August
14, 2008, the Company issued 80,000,000 shares of common stock, having a fair
value of $8,000 ($0.0001/share), to its founder for pre-incorporation
services. Fair value of the services provided reflected a more
readily determinable fair value of the shares issued. At September
30, 2008, the Company expensed this stock issuance as a component of general and
administrative expense. These shares are being held by a third
party escrow agent as security on a note payable in the event of default on the
$100,000 note (See Note 5).
In
October 2008, the Company issued 610,000 shares of common stock, for $12,200
($0.02/share), under a private placement to third party investors.
On
November 26, 2008, the Company issued 12,045,172 shares of common stock to
consultants for future services having a fair value of $240,903 ($0.02/share),
based upon the recent cash offering price. The services were rendered
during the period December 1, 2008 through August 31, 2009. The Company expensed
$240,903 during the year ended September 30, 2009.
On May 5,
2009, the Company issued 10,000,000 shares of common stock, having a fair value
of $200,000 ($0.02/share), to its Chairman and CEO as compensation for past
services rendered. Fair value was based upon recent cash offerings to third
parties at $0.02/share in October 2008. The Company believes that the
valuation of these shares based upon a quoted closing trading price is not the
best available evidence among willing buyers or sellers due to the stock being
restricted and thinly traded at the date of issuance. Furthermore,
the Company was inactive, so no valuation could be ascribed that would indicate
the shares had any additional value. These 10,000,000 shares of
common stock were cancelled and retired in January 2010.
9
Omni
Ventures, Inc.
(A
Development Stage Company)
Notes
to Financial Statements
December
31, 2009
(Unaudited)
Note 8 Subsequent
Events
The
Company performed a review of subsequent events between the balance sheet date
of December 31, 2009, through February 11, 2010, the date the financial
statements were issued, and concluded that events or transactions occurring
during that period requiring recognition or disclosure were made.
On
January 1, 2010, the Company executed a $15,000 convertible note, with a
maturity date of July 1, 2010. The note is unsecured. The note bears interest at
12%, commencing after the maturity date. The note is convertible at
$0.0025/share. The Company has determined that since the terms of the
note could require physical delivery of free trading shares within three days of
conversion, this event is outside the control of the Company, and the Company
has determined this requires fair value accounting under ASC
815. Additionally, if the Company is unable to deliver registered
shares, certain liquidated damage provisions are applicable. As of
February 12, 2010, none of these clauses for conversion or liquidated damages
has occurred or could be reasonably estimated.
10
Item
2. Management’s Discussion and Analysis
of Financial Condition and Results of Operation
The
information contained in Item 2 contains forward-looking statements within the
meaning of Section 27A of the Securities Act of 1933, as amended, and Section
21E of the Securities Exchange Act of 1934, as amended. Actual results may
materially differ from those projected in the forward-looking statements as a
result of certain risks and uncertainties set forth in this report.
Although management believes that the assumptions made and expectations
reflected in the forward-looking statements are reasonable, there is no
assurance that the underlying assumptions will, in fact, prove to be correct or
that actual results will not be different from expectations expressed in this
report.
GENERAL
We were
incorporated in August 2008 in the State of Kansas. We plan to provide equity
funding for commercial and recreational projects in the Mid-west and Western
areas of the United States, with specialization in two different categories. One
is apartment projects to house employees that work for gaming and supporting
businesses. The other is recreational activities geared at family oriented
activities. Our founder and Chief Executive Officer, Hollis Cunningham, has been
active in the development of commercial projects for over forty years and has
extensive knowledge and experience in this field.
Our
primary goal is to provide housing and recreational activities that complement
the Native American gaming activities in the area. We believe that tourism in
these areas is becoming more oriented toward family activities. Our management
believes investment in these types of projects appropriately meets the market
need in these areas.
Market
research shows a continued and steady increase in tourism in the targeted areas,
especially in family oriented activities.
Our
management believes the increasing popularity of tourism in these areas is due
in part to demographic and social trends. Annual reports from Chamber of
Commerce and marketing news agencies in these areas indicate a steady trend
toward combining adult gaming with family activities such as winter sports,
water parks, and indoor fun centers.
PLAN
OF OPERATION
We have
not begun operations, and we require outside capital to begin operations. We
believe we will be able to competitively market ourselves. All functions will be
coordinated and managed by our founder, including marketing, finance, and
operations.
We are
currently negotiating with several Tribes on various projects and have had
positive input from them. We are working on our web site which will provide
quick response for new customers.
We also
intend to engage Three Fires Development Group, Inc. to assist us in the
introduction of our Company to potential customers and to assist in negotiating
Joint Venture Agreements with them. Three Fires has vast experience in the
development arena and enjoys an excellent reputation with the Native American
Tribes.
Over the
next year our plan is to negotiate joint venture agreements with the Nambe
Pueblo, Santa Fe, New Mexico, Moapa, Las Vegas, Nevada, and the Ysleta Del Sur,
El Paso, Texas. At this time negotiations on these projects are underway and
response has been positive.
11
We have
budgeted $250,000 over the next year for general expenses. This budget covers
marketing expenses ($60,000), legal and consulting fees ($140,000),
infrastructure fees ($20,000) and due diligence fees ($30,000).
We expect
the first year total cost of marketing and advertising to be $60,000. As
projects come on line we anticipate interest from other Tribes for assistance in
additional projects. We anticipate that new projects will offset any additional
general and marketing costs.
At the
end of the first year we plan to make an assessment on the first year of
operations. By that time we anticipate having additional projects contracted for
funding for the following year.
If we are
unable to effectively market and fund these projects we may have to suspend or
cease our efforts. If we cease our previously stated efforts we do not have
plans to pursue other business opportunities. If we cease operations investors
will not receive any return on their investments.
Results
of Operations
For the
period from August 14, 2008 (inception) through December 31, 2009, we had no
revenue. Total
expenses for the period were $639,694 which included interest expenses of
$21,150.
Capital
Resources and Liquidity
As of
December 31, 2009, we had $99 in cash.
We
believe that we will need additional funding to satisfy our cash requirements
for the next twelve months. Completion of our plan of operation is subject to
attaining adequate revenue. We cannot assure investors that additional financing
will be available. In the absence of additional financing, we may be unable to
proceed with our plan of operations.
12
We
anticipate that our operational, and general and administrative expenses for the
next 12 months will total approximately $250,000. We do not anticipate the
purchase or sale of any significant equipment. We also do not expect any
significant additions to the number of employees. The foregoing represents our
best estimate of our cash needs based on current planning and business
conditions. The exact allocation, purposes and timing of any monies raised in
subsequent private financings may vary significantly depending upon the exact
amount of funds raised and our progress with the execution of our business plan.
We anticipate that depending on market conditions and our plan of operations, we
may incur operating losses in the foreseeable future. Therefore, our auditors
have raised substantial doubt about our ability to continue as a going
concern.
Going
Concern
As
reflected in the accompanying financial statements, we have a net loss of
$11,292 and net cash used in operations of $87 for the three months ended
December 31, 2009; and a working capital deficit of $177,791 and a deficit
accumulated during the development stage of $639,694 at December 31,
2009.
We are in
the development stage and has not yet generated any revenues. Our
ability to continue as a going concern is dependent on Management's plans, which
include potential asset acquisitions, mergers or business combinations with
other entities, further implementation of its business plan and continuing to
raise funds through debt or equity raises. The accompanying financial
statements have been prepared on a going concern basis, which contemplates the
realization of assets and the satisfaction of liabilities in the normal course
of business. These financial statements do not include any
adjustments relating to the recovery of the recorded assets or the
classification of the liabilities that might be necessary should the Company be
unable to continue as a going concern.
Recent Accounting
Pronouncements
In
December 2007, the FASB issued SFAS No. 160, “Noncontrolling Interests in
Consolidated Financial Statements, an amendment of Accounting Research Bulletin
No 51” (“SFAS 160”). SFAS 160 establishes accounting and reporting
standards for ownership interests in subsidiaries held by parties other than the
parent, changes in a parent’s ownership of a noncontrolling interest,
calculation and disclosure of the consolidated net income attributable to the
parent and the noncontrolling interest, changes in a parent’s ownership interest
while the parent retains its controlling financial interest and fair value
measurement of any retained noncontrolling equity investment. SFAS 160 is
effective for financial statements issued for fiscal years beginning after
December 15, 2008, and interim periods within those fiscal years. Early adoption
is prohibited. The adoption of SFAS No. 160 did not have a material effect on
the Company’s financial position, results of operations or cash
flows.
13
In
December 2007, the FASB issued SFAS 141R, “Business Combinations”
(“SFAS 141R”), which replaces FASB SFAS 141, “Business
Combinations”. This Statement retains the fundamental
requirements in SFAS 141 that the acquisition method of accounting be used for
all business combinations and for an acquirer to be identified for each business
combination. SFAS 141R defines the acquirer as the entity that obtains control
of one or more businesses in the business combination and establishes the
acquisition date as the date that the acquirer achieves control. SFAS
141R will require an entity to record separately from the business combination
the direct costs, where previously these costs were included in the total
allocated cost of the acquisition. SFAS 141R will require an entity
to recognize the assets acquired, liabilities assumed, and any non-controlling
interest in the acquired at the acquisition date, at their fair values as of
that date. This compares to the cost allocation method previously
required by SFAS No. 141. SFAS 141R will require an entity to
recognize as an asset or liability at fair value for certain contingencies,
either contractual or non-contractual, if certain criteria are
met. Finally, SFAS 141R will require an entity to recognize
contingent consideration at the date of acquisition, based on the fair value at
that date. This Statement will be effective for business combinations
completed on or after the first annual reporting period beginning on or after
December 15, 2008. Early adoption of this standard is not permitted
and the standards are to be applied prospectively only. Upon adoption
of this standard, there would be no impact to the Company’s results of
operations and financial condition for acquisitions previously
completed. The adoption of SFAS No. 141R did not have a material
effect on the Company’s financial position, results of operations or cash
flows.
In
October 2008, the FASB issued FSP FAS 157-3, “Determining the Fair Value of a
Financial Asset When the Market For That Asset Is Not Active” (“FSP FAS
157-3”), with an immediate effective date, including prior periods for which
financial statements have not been issued. FSP FAS 157-3 amends FAS 157 to
clarify the application of fair value in inactive markets and allows for the use
of management’s internal assumptions about future cash flows with appropriately
risk-adjusted discount rates when relevant observable market data does not
exist. The objective of FAS 157 has not changed and continues to be the
determination of the price that would be received in an orderly transaction that
is not a forced liquidation or distressed sale at the measurement date.
The adoption of FSP FAS 157-3 did not have a material effect on the Company’s
financial position, results of operations or cash flows.
14
In April
2009, the FASB issued FSP SFAS 157-4, “Determining Whether a Market Is Not
Active and a Transaction Is Not Distressed,” which further clarifies the
principles established by SFAS No. 157. The guidance is effective for the
periods ending after June 15, 2009 with early adoption permitted for the periods
ending after March 15, 2009. The adoption of FSP FAS 157-4 did not have a
material effect on the Company’s financial position, results of operations, or
cash flows.
In May
2009, the FASB issued SFAS No. 165 “Subsequent Events” (“SFAS 165”). SFAS 165
establishes general standards of accounting for and disclosure of events that
occur after the balance sheet date but before financial statements are issued or
are available to be issued. SFAS 165 sets forth (1) The period after the balance
sheet date during which management of a reporting entity should evaluate events
or transactions that may occur for potential recognition or disclosure in the
financial statements, (2) The circumstances under which an entity should
recognize events or transactions occurring after the balance sheet date in its
financial statements and (3) The disclosures that an entity should make about
events or transactions that occurred after the balance sheet date. SFAS 165 is
effective for interim or annual financial periods ending after June 15,
2009.
In June
2009, the FASB issued SFAS No. 166 “Accounting for Transfers of Financial
Assets—an amendment of FASB Statement No. 140” (“SFAS 166”). SFAS 166 improves
the relevance, representational faithfulness, and comparability of the
information that a reporting entity provides in its financial statements about a
transfer of financial assets; the effects of a transfer on its financial
position, financial performance, and cash flows; and a transferor’s continuing
involvement, if any, in transferred financial assets. SFAS 166 is effective as
of the beginning of each reporting entity’s first annual reporting period that
begins after November 15, 2009, for interim periods within that first annual
reporting period and for interim and annual reporting periods thereafter. The
Company is evaluating the impact the adoption of SFAS 166 will have on its
financial statements.
15
In June
2009, the FASB issued SFAS No. 167 “Amendments to FASB Interpretation No. 46(R)”
(“SFAS 167”). SFAS 167 improves financial reporting by enterprises involved with
variable interest entities and to address (1) the effects on certain provisions
of FASB Interpretation No. 46 (revised December 2003), “Consolidation of
Variable Interest Entities”, as a result of the elimination of the qualifying
special-purpose entity concept in SFAS 166 and (2) constituent concerns about
the application of certain key provisions of Interpretation 46(R), including
those in which the accounting and disclosures under the Interpretation do not
always provide timely and useful information about an enterprise’s involvement
in a variable interest entity. SFAS 167 is effective as of the beginning of each
reporting entity’s first annual reporting period that begins after November 15,
2009, for interim periods within that first annual reporting period, and for
interim and annual reporting periods thereafter. The Company is evaluating the
impact the adoption of SFAS 167 will have on its financial
statements.
In June
2009, the FASB issued SFAS No. 168 “The FASB Accounting Standards Codification
and the Hierarchy of Generally Accepted Accounting Principles—a replacement of
FASB Statement No. 162”. The FASB Accounting Standards Codification
(“Codification”) will be the single source of authoritative nongovernmental U.S.
generally accepted accounting principles. Rules and interpretive releases of the
SEC under authority of federal securities laws are also sources of authoritative
GAAP for SEC registrants. SFAS 168 is effective for interim and annual periods
ending after September 15, 2009. All existing accounting standards are
superseded as described in SFAS 168. All other accounting literature not
included in the Codification is nonauthoritative. The Codification is not
expected to have a significant impact on the Company’s financial
statements.
Other
accounting standards that have been issued or proposed by the FASB or other
standards-setting bodies that do not require adoption until a future date and
are not expected to have a material impact on the financial statements upon
adoption.
Critical
Accounting Policy
In
December 2001, the SEC requested that all registrants discuss their most
“critical accounting policies” in management’s discussion and analysis of
financial condition and results of operations. The SEC indicated that a
“critical accounting policy” is one which is both important to the portrayal of
the company’s financial condition and results and requires management’s most
difficult, subjective or complex judgments, often as a result of the need to
make estimates about the effect of matters that are inherently
uncertain.
16
The
preparation of financial statements in conformity with accounting principles
generally accepted in the United States of America requires management to make
estimates and assumptions that affect certain reported amounts of assets and
liabilities and disclosure of contingent assets and liabilities at the date of
the financial statements and the reported amounts of expenses during the
reporting period. Actual results could differ from those estimates.
Off Balance Sheet
Arrangements
We do not
have any off-balance sheet arrangements, financings, or other relationships with
unconsolidated entities or other persons, also known as “special purpose
entities” (SPEs).
Item
3. Quantitative and Qualitative Disclosures About Market
Risks
Not
required for Smaller Reporting Companies.
Item
4T. Controls and Procedures
Pursuant
to Rule 13a-15(b) under the Securities Exchange Act of 1934 (“Exchange Act”),
the Company carried out an evaluation, with the participation of the Company’s
management, including the Company’s Chief Executive Officer (“CEO”) and Chief
Financial Officer (“CFO”) (the Company’s principal financial and accounting
officer), of the effectiveness of the Company’s disclosure controls and
procedures (as defined under Rule 13a-15(e) under the Exchange Act) as of the
end of the period covered by this report. Based upon that evaluation, the
Company’s CEO and CFO concluded that the Company’s disclosure controls and
procedures are effective to ensure that information required to be disclosed by
the Company in the reports that the Company files or submits under the
Exchange Act, is recorded, processed, summarized and reported, within the time
periods specified in the SEC’s rules and forms, and that such information is
accumulated and communicated to the Company’s management, including the
Company’s CEO and CFO, as appropriate, to allow timely decisions regarding
required disclosure.
17
Management’s Report on
Internal Controls over Financial Reporting
Internal
control over financial reporting is a process to provide reasonable assurance
regarding the reliability of consolidated financial reporting and the
preparation of financial statements for external purposes in accordance with
U.S. generally accepted accounting principles. There has been no change in
the Company’s internal control over financial reporting during the quarter ended
December 31, 2009 that has materially affected, or is reasonably likely to
materially affect, the Company’s internal control over financial
reporting.
The
Company’s management, including the Company’s CEO and CFO, does not expect that
the Company’s disclosure controls and procedures or the Company’s internal
controls will prevent all errors and all fraud. A control system, no matter how
well conceived and operated, can provide only reasonable, not absolute,
assurance that the objectives of the control system are met. Further, the design
of a control system must reflect the fact that there are resource constraints,
and the benefits of controls must be considered relative to their costs. Because
of the inherent limitations in all control systems, no evaluation of the
controls can provide absolute assurance that all control issues and instances of
fraud, if any, within the Company have been detected.
Management
conducted an evaluation of the effectiveness of our internal control over
financial reporting based on the framework in Internal Control – Integrated
Framework issued by the Committee of Sponsoring Organizations of the
Treadway Commission. Based on this evaluation, management concluded that the
company’s internal control over financial reporting was effective as of December
31, 2009.
PART
II - OTHER INFORMATION
Item
1. Legal Proceedings.
We are
currently not involved in any litigation that we believe could have a material
adverse effect on our financial condition or results of operations. There is no
action, suit, proceeding, inquiry or investigation before or by any court,
public board, government agency, self-regulatory organization or body pending
or, to the knowledge of the executive officers of our company or any of our
subsidiaries, threatened against or affecting our company, our common stock, any
of our subsidiaries or of our companies or our subsidiaries’ officers or
directors in their capacities as such, in which an adverse decision could have a
material adverse effect.
18
Item
1A. Risk Factors
Not
applicable because we are a smaller reporting company.
Item
2. Unregistered Sales of Equity Securities and Use of Proceeds
On
November 18, 2009, the company issued 20,000 shares to two debt holders as
interest payment on their loan. The Stock issued was valued by the
debt holders at $400.00
Item
3. Defaults Upon Senior Securities.
None.
Item
4. Submission of Matters to a Vote of Security Holders.
None.
Item
5. Other Information.
None.
Item
6. Exhibits and Reports of Form 8-K.
(a)
Exhibits
31.1 Rule
13a-14(a)/ 15d-14(a) Certification of Chief Executive Officer and Chief
Financial Officer
32.1
Section 1350 Certification of Chief Executive Officer and Chief Financial
Officer
(b) Reports
of Form 8-K
None.
19
SIGNATURES
Pursuant
to the requirements of the Securities Exchange Act of 1934, as amended, the
registrant caused this report to be signed on its behalf by the undersigned,
thereunto duly authorized.
|
OMNI
VENTURES, INC.
|
|||
|
Date:
February 12, 2010
|
By:
|
/s/ Hollis
Cunningham
|
|
|
Hollis
Cunningham
|
|||
|
President,
Chief Executive Officer,
Chief
Financial Officer,
Chairman
of the Board of Directors
|
|||
20