Attached files
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EX-5.1 - Omega Water Corp. | v196916_ex5-1.htm |
EX-10.4 - Omega Water Corp. | v196916_ex10-4.htm |
EX-10.5 - Omega Water Corp. | v196916_ex10-5.htm |
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON,
D.C. 20549
AMENDMENT
NO. 3
TO
FORM
S-1
REGISTRATION
STATEMENT UNDER THE SECURITIES ACT OF 1933
OMEGA
WATER CORP.
(Name of
small business issuer in its charter)
Nevada
|
2086
|
None
|
||
(State or Other Jurisdiction of
|
(Primary Standard Industrial
|
(IRS Employer
|
||
Incorporation or Organization)
|
|
Classification Number)
|
|
Identification Number)
|
10624
South Eastern Ave., Suite A -786
Henderson,
Nevada 89052
(702)
465-5901
(Address,
including zip code, and telephone number,
including
area code, of registrant’s principal executive offices)
Aris
Giannopoulos
President
and Chief Executive Officer
Omega
Water Corp.
10624
South Eastern Ave., Suite A -786
Henderson,
Nevada 89052
Telephone
No.: (702) 481-6822
Facsimile
No.: (702) 202-4574
(Address,
including zip code, and telephone number,
including
area code, of agent for service)
Copies
to:
Thomas
E. Puzzo, Esq.
Law
Offices of Thomas E. Puzzo, PLLC
4216
NE 70th Street
Seattle,
Washington 98115
Telephone
No.: (206) 522-2256
Facsimile
No.: (206) 260-0111
Approximate
date of commencement of proposed sale to the public: As soon as practicable after this
Registration Statement becomes effective.
If any of
the securities being registered on this Form are to be offered on a delayed or
continuous basis pursuant to Rule 415 under the Securities Act of 1933, please
check the following box: x
If this
form is filed to register additional securities for an offering pursuant to Rule
462(b) under the Securities Act, check the following box and list the Securities
Act registration statement number of the earlier effective registration
statement for the same offering: o
If this
form is a post-effective registration statement filed pursuant to Rule 462(c)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering: o
If this
form is a post-effective registration statement filed pursuant to Rule 462(d)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering: 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 the 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
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Non-accelerated filer
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o
|
Smaller reporting company
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x
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(Do not check if a smaller reporting company)
|
CALCULATION
OF REGISTRATION FEE
Title of Each Class
of Securities to be
Registered
|
Amount of Shares to
be Registered
|
Proposed Maximum
Offering Price per
Share (1)
|
Proposed Maximum
Aggregate Offering
Price
|
Amount of
Registration Fee
|
||||||||||||
Common
Stock
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1,000,000
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$
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0.10
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$
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100,000
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$
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7.13
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(1) Estimated
solely for the purpose of calculating the registration fee pursuant to Rule
457(a) and (o) of the Securities Act.
The registrant hereby amends this
registration statement on such date or dates as may be necessary to delay its
effective date until the registrant shall file a further amendment which
specifically states that this registration statement shall thereafter become
effective in accordance with Section 8(a) of the Securities Act of 1933, or
until the registration statement shall become effective on such date as the
Commission, acting pursuant to Section 8(a), may determine.
PROSPECTUS
SUBJECT
TO COMPLETION, DATED SEPTEMBER 17, 2010
THE
INFORMATION IN THIS PROSPECTUS IS NOT COMPLETE AND MAY BE CHANGED. THESE
SECURITIES MAY NOT BE SOLD UNTIL THE REGISTRATION STATEMENT FILED WITH THE
SECURITIES AND EXCHANGE COMMISSION IS EFFECTIVE. THIS PROSPECTUS IS
NOT AN OFFER TO SELL THESE SECURITIES AND IT IS NOT SOLICITING AN OFFER TO BUY
THESE SECURITIES IN ANY STATE WHERE THE OFFER OR SALE IS NOT
PERMITTED.
OMEGA
WATER CORP.
1,000,000 SHARES OF COMMON
STOCK
This is
the initial offering of common stock of Omega Water Corp. and no public market
currently exists for the securities being offered. We are offering
for sale a total of 1,000,000 shares of common stock at a fixed price of $.10
per share. There is no minimum number of shares that must be sold by us for
the offering to proceed, and we will retain the proceeds from the sale of
any of the offered shares. The offering is being conducted on a
self-underwritten, best efforts basis, which means our President and Chief
Executive Officer, Aris Giannopoulos, will attempt to sell the
shares. This Prospectus will permit our President and Chief Executive
Officer to sell the shares directly to the public, with no commission or other
remuneration payable to him for any shares he may sell. Mr.
Giannopoulos will sell the shares and intends to offer them to friends, family
members and business acquaintances. In offering the securities on our
behalf, he will rely on the safe harbor from broker-dealer registration set out
in Rule 3a4-1 under the Securities and Exchange Act of 1934. The
shares will be offered at a fixed price of $.10 per share for a period of one
hundred and eighty (180) days from the effective date of this prospectus, unless
extended by our board of directors for an additional 90 days.
Offering Price
Per Share
|
Commissions
|
Proceeds to Company
Before Expenses
|
|||||||
Common
Stock
|
$
|
0.10
|
Not Applicable
|
$
|
100,000
|
||||
Total
|
$
|
0.10
|
Not
Applicable
|
$
|
100,000
|
Omega
Water Corp. is a development stage company and currently has no
operations. Any investment in the shares offered herein involves a
high degree of risk. You should only purchase shares if you can
afford a loss of your investment. Our independent registered public
accountant has issued an audit opinion for Omega Water Corp. which includes a
statement expressing substantial doubt as to our ability to continue as a going
concern.
There has
been no market for our securities and a public market may never develop, or, if
any market does develop, it may not be sustained. Our common stock is not traded
on any exchange or on the over-the-counter market. After the
effective date of the registration statement relating to this prospectus, we
hope to have a market maker file an application with the Financial Industry
Regulatory Authority (“FINRA”) for our common stock to be eligible for trading
on the Over-the-Counter Bulletin Board. We do not yet have a market
maker who has agreed to file such an application. There can be no
assurance that our common stock will ever be quoted on a stock exchange or a
quotation service or that any market for our stock will develop.
THE
PURCHASE OF THE SECURITIES OFFERED THROUGH THIS PROSPECTUS INVOLVES A HIGH
DEGREE OF RISK. YOU SHOULD CAREFULLY READ AND CONSIDER THE SECTION OF
THIS PROSPECTUS ENTITLED “RISK FACTORS” ON PAGES 6 THROUGH 11 BEFORE BUYING ANY
SHARES OF OMEGA WATER CORP.’S COMMON STOCK.
NEITHER
THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES COMMISSION HAS
APPROVED OR DISAPPROVED OF THESE SECURITIES OR PASSED UPON THE ADEQUACY OR
ACCURACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A
CRIMINAL OFFENSE.
2
THE
INFORMATION IN THIS PROSPECTUS IS NOT COMPLETE AND MAY BE CHANGED. WE
WILL NOT SELL THESE SECURITIES UNTIL THE REGISTRATION STATEMENT FILED WITH THE
U.S. SECURITIES AND EXCHANGE COMMISSION HAS BEEN CLEARED OF COMMENTS AND IS
DECLARED EFFECTIVE. THIS PROSPECTUS IS NOT AN OFFER TO SELL THESE
SECURITIES AND IT IS NOT SOLICITING AN OFFER TO BUY THESE SECURITIES
IN ANY STATE WHERE THE OFFER OF SALE IS NOT PERMITTED.
DEALER
PROSPECTUS DELIVERY OBLIGATION
Until
(insert date), all dealers that effect transactions in these securities, whether
or not participating in this offering, may be required to deliver a prospectus.
This is in addition to the dealers’ obligation to deliver a prospectus when
acting as underwriters and with respect to their unsold allotments or
subscriptions.
TABLE
OF CONTENTS
PROSPECTUS
SUMMARY
|
4
|
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RISK
FACTORS
|
5
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CAUTIONARY
NOTE REGARDING FORWARD-LOOKING STATEMENTS
|
10
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USE
OF PROCEEDS
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10
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DETERMINATION
OF OFFERING PRICE
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11
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DILUTION
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11
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MANAGEMENT’S
DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
OPERATIONS
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12
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DESCRIPTION
OF BUSINESS
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15
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FACILITIES
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20
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EMPLOYEES
AND EMPLOYMENT AGREEMENTS
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20
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LEGAL
PROCEEDINGS
|
20
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DIRECTORS,
EXECUTIVE OFFICERS, PROMOTER AND CONTROL PERSONS
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20
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EXECUTIVE
COMPENSATION
|
22
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CERTAIN
RELATIONSHIPS AND RELATED TRANSACTIONS
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23
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SECURITY
OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
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23
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PLAN
OF DISTRIBUTION
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23
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DESCRIPTION
OF SECURITIES
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24
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DISCLOSURE
OF COMMISSION POSITION INDEMNIFICATION FOR SECURITIES ACT
LIABILITIES
|
26
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LEGAL
MATTERS
|
26
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INTERESTS
OF NAMED EXPERTS AND COUNSEL
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27
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EXPERTS
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27
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AVAILABLE
INFORMATION
|
27
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CHANGES
IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL
DISCLOSURE
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27
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INDEX
TO THE FINANCIAL STATEMENTS
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F-1
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WE HAVE
NOT AUTHORIZED ANY DEALER, SALESPERSON OR OTHER PERSON TO GIVE ANY INFORMATION
OR REPRESENT ANYTHING NOT CONTAINED IN THIS PROSPECTUS. YOU SHOULD NOT RELY ON
ANY UNAUTHORIZED INFORMATION. THIS PROSPECTUS IS NOT AN OFFER TO SELL OR BUY ANY
SHARES IN ANY STATE OR OTHER JURISDICTION IN WHICH IT IS UNLAWFUL. THE
INFORMATION IN THIS PROSPECTUS IS CURRENT AS OF THE DATE ON THE COVER. YOU
SHOULD RELY ONLY ON THE INFORMATION CONTAINED IN THIS
PROSPECTUS.
3
AS USED
IN THIS PROSPECTUS, UNLESS THE CONTEXT OTHERWISE REQUIRES, “WE,” “US,” “OUR,”
AND “OMEGA WATER CORP.” REFERS TO OMEGA WATER CORP. THE FOLLOWING SUMMARY IS NOT
COMPLETE AND DOES NOT CONTAIN ALL OF THE INFORMATION THAT MAY BE IMPORTANT TO
YOU. YOU SHOULD READ THE ENTIRE PROSPECTUS BEFORE MAKING AN
INVESTMENT DECISION TO PURCHASE OUR COMMON STOCK.
OMEGA
WATER CORP.
We are
a development stage company which intends to bottle, market, distribute and sell
our own brand of water, which is presently called “Omega Water.” We
currently have no product, but we intend to identify and distinguish our
prospective bottled water product as being negative ion infused water infused
and double cold filtered from Sierra Nevada mountain range spring
sources. Omega Water Corp. was incorporated in Nevada on August
7, 2009. We intend to use the net proceeds from this offering to
operate our business only until Phase I of our Plan of Operation. Being a
development stage company, we have no revenues or operating
history. Our principal executive offices are located at 10624 South
Eastern Ave., Suite A - 786, Henderson, Nevada 89052. Our phone
number is (702) 481-6822.
From
inception until the date of this filing, we have had no operating
activities. Our financial statements from inception (August 7, 2009)
through the year ended November 30, 2009, reports no revenues and a net loss of
$6,629. Our independent registered public accountant has issued an
audit opinion for Omega Water Corp. which includes a statement expressing
substantial doubt as to our ability to continue as a going concern.
Omega
Water Corp. anticipates that it will derive its income from the sale of its
prospective bottled water product. We do not anticipate earning
revenues until such time as we enter into commercial operation. Since
we are presently in the development stage of our business, we can provide no
assurance that we will successfully assemble, construct and sell any products or
services related to our planned activities.
As of the
date of this prospectus, there is no public trading market for our common stock
and no assurance that a trading market for our securities will ever
develop.
THE
OFFERING
The
Issuer:
|
Omega
Water Corp.
|
|
Securities
Being Offered:
|
1,000,000
shares of common stock
|
|
Price
Per Share:
|
$0.10
|
|
Duration
of the Offering:
|
The
shares are offered for a period not to exceed 180 days, unless extended by
our Board of Directors for an additional 90
days.
|
|
Net
Proceeds
|
$100,000
|
|
Securities
Issued and Outstanding:
|
There
are 8,000,000 shares of common stock issued and outstanding as of the date
of this prospectus, held solely by our Chairman, President and Chief
Executive Officer, and Secretary, Aris
Giannopoulos.
|
|
Registration
Costs
|
We
estimate our total offering registration costs to be approximately
$9,000.
|
|
Risk
Factors
|
See
“Risk Factors” and the other information in this prospectus for a
discussion of the factors you should consider before deciding to invest in
shares of our common stock.
|
SUMMARY
FINANCIAL INFORMATION
The
tables and information below are derived from our audited financial statements
for the period from August 7, 2009 (Inception) to November 30, 2009, and our
unaudited financial statements as at May 31, 2010.
Financial Summary
|
November
30,
2009 ($)
|
|||
Cash
and Deposits
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5,000
|
|||
Total
Assets
|
5,000
|
|||
Total
Liabilities
|
10,296
|
|||
Total
Stockholder’s Equity (Deficit)
|
(5,296
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)
|
Statement of Operations
|
Accumulated From August 7,
2009
(Inception) to November
30, 2009 ($)
|
|||
Total
Expenses
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6,333
|
|||
Net
Loss for the Period
|
6,629
|
|||
Net
Loss per Share
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0.00
|
Financial Summary
(Unaudited)
|
May
31,
2010 ($)
|
|||
Cash
and Deposits
|
884
|
|||
Total
Assets
|
884
|
|||
Total
Liabilities
|
11,896
|
|||
Total
Stockholder’s Equity (Deficit)
|
11,012
|
RISK
FACTORS
An
investment in our common stock involves a high degree of risk. You
should carefully consider the risks described below and the other information in
this prospectus before investing in our common stock. If any of the
following risks occur, our business, operating results and financial condition
could be seriously harmed. The trading price of our common stock,
when and if we trade at a later date, could decline due to any of these risks,
and you may lose all or part of your investment.
RISKS
ASSOCIATED TO OUR BUSINESS
WE
ARE A DEVELOPMENT STAGE COMPANY BUT HAVE NOT YET COMMENCED OPERATIONS IN OUR
BUSINESS. WE EXPECT TO INCUR OPERATING LOSSES FOR THE FORESEEABLE
FUTURE.
We were
incorporated on August 7, 2009, and to date have been involved primarily in
organizational activities. We have not yet commenced business
operations. Further, we have not yet fully developed our business
plan, or our management team, nor have we targeted or assembled any real or
intangible property rights. Accordingly, we have no way to evaluate
the likelihood that our business will be successful. We have not
earned any revenues as of the date of this prospectus. Potential
investors should be aware of the difficulties normally encountered by new
non-alcoholic beverage companies, generally, and the high rate of failure of
such enterprises. The likelihood of success must be considered in
light of the problems, expenses, difficulties, complications and delays
encountered in connection with the operations that we plan to
undertake. These potential problems include, but are not limited to,
unanticipated problems relating to the market acceptance of a new brand of
generic, widely available, low-cost product (water), marketing and distribution
problems and challenges, and additional costs and expenses that may exceed
current estimates. Prior to time that we are ready to market and
distribute our prospective Omega Water product, we anticipate that we will incur
increased operating expenses without realizing any revenues. We
expect to incur significant losses into the foreseeable future. We
recognize that if the effectiveness of our business plan is not forthcoming, we
will not be able to continue business operations. There is no history
upon which to base any assumption as to the likelihood that we will prove
successful, and it is doubtful that we will generate any operating revenues or
ever achieve profitable operations. If we are unsuccessful in
addressing these risks, our business will most likely fail.
5
WITHOUT
THE FUNDING FROM THIS OFFERING WE WILL BE UNABLE TO BEGIN TO IMPLEMENT OUR
BUSINESS PLAN.
Our
current operating funds are less than necessary to complete our intended
operations of acquiring real and/or intangible property. We will need
the funds from this offering to begin to operate our business only until Phase I
of our Plan of Operation, which requires minimum funding of $550,000 for Phases
I and II. As of August 10, 2010, we had cash in the amount of $884 and
liabilities of $11,896. We currently do not have any operations and
we have no income.
WE
HAVE YET TO EARN REVENUE
We have
accrued net losses of $6,629 for the period from our inception on August 7, 2009
to the year ended November 30, 2009, and have no revenues to date. There is no
assurance we will ever be able to earn revenue, and in order to develop and
begin to implement our business plan, we will require the funds from this
offering.
OUR
ABILITY TO SUSTAIN OUR OPERATIONS IS DEPENDENT ON OUR ABILITY TO RAISE
FINANCING
We
require minimum funding of approximately $550,000 to begin to implement Phase I
of our business plan. This sum of funding however, is not ideal and may greatly
reduce or prevent us from ever completing Phase I or II. Expenditures over the
next 12 months are therefore expected to exceed the sum of both our cash on hand
and amount to be raised in this offering. If we experience such a
shortage of funds prior to funding during the next 12 months, we may utilize
funds from Aris Giannopoulos, our sole officer and director, who has informally
agreed to advance funds to allow us to pay for professional fees, including fees
payable in connection with the filing of this registration statement and
operation expenses, however he has no formal commitment, arrangement or legal
obligation to advance or loan funds to the company. We will require
$25,000 of the funds from this offering to proceed.
If we are
successful in raising $25,000 of the funds from this offering, we plan to
commence activities to raise the funds required for the development
program. We cannot provide investors with any assurance that we will
be able to raise sufficient funds to proceed with any work or activities of our
development program. We plan to raise additional funding for
development by way of a private debt or equity financing, but have not commenced
any activities to raise such funds and have no current plans on how to raise
such funds.
THERE
IS A SUBSTANTIAL DOUBT ABOUT OUR ABILITY TO CONTINUE AS A GOING
CONCERN
Chang G.
Park, CPA, our independent registered public accountant, has expressed
substantial doubt about our ability to continue as a going
concern. This opinion could materially limit our ability to raise
additional funds by issuing new debt or equity securities or otherwise. If we
fail to raise sufficient capital when needed, we will not be able to complete
our business plan. As a result we may have to liquidate our business
and you may lose your investment. You should consider our independent
registered public accountant’s comments when determining if an investment in
Omega Water Corp. is suitable.
WE
FACE A HIGH RISK OF BUSINESS FAILURE BECAUSE WE ARE A SMALL COMPANY WITH LIMITED
RESOURCES COMPARED TO OUR CURRENT AND POTENTIAL COMPETITORS AND WE MAY NOT
BE ABLE TO COMPETE EFFECTIVELY AND INCREASE MARKET SHARE.
The
bottled water industry is highly competitive. We estimate that there
are approximately 350 bottled water filling locations in the United States with
sales concentrated among the larger companies, especially those controlled by
PepsiCo and Coca-Cola. Nearly all of our competitors are more experienced,
have vastly greater financial and management resources and have more established
proprietary trademarks and distribution networks than we do. On a national
basis, we would compete large beverage companies, such as Pepsico (which
produces Aquafina brand water), Coca-Cola(which produces Dasani brand water),
Nestle (which produces Perrier, San Pellegrino, Arrowhead Mountain Spring Water,
Poland Spring, Deer Park, Crystal Gyser, Ozarka, Zephyr Hills and Ice Mountain
brand waters), and Group Danaone (which produces Volvic, Evian and Badiot brand
waters). Competition for market share in the bottled water industry is
intense, operates on razor-thin margins, depends on a distribution network and
is expected by us to increase significantly in the future from a variety of
companies in the general non-alcholic beverage industry. These and
other competitors are likely to have distribution channels for their products
that we do not have, which places us at a significant
disadvantage.
6
BECAUSE
OF THE UNIQUE DIFFICULTIES AND UNCERTAINTIES INHERENT IN NON-ALCOHOLIC
BEVERAGE-RELATED VENTURES, WE FACE A HIGH RISK OF BUSINESS FAILURE.
You
should be aware of the difficulties normally encountered by new beverage
companies and the high rate of failure of such enterprises. The
likelihood of success must be considered in light of the problems, expenses,
difficulties, complications and delays encountered in connection with the plan
that we intend to undertake. These potential problems include, but
are not limited to, unanticipated problems relating to the ability to enter into
an agreement with a third party bottling company to bottle our product and the
development and marketing of the brand-name “Omega Water,” as well as the
engagement of the services of personnel with the unique skills required to
upscale our operations, and additional costs and expenses that may exceed
current estimates. Our plan for the entering into an agreement with a
bottling company and the engagement of the services of personnel with the unique
skills required to upscale our operations requires further research and
financing, therefore, any program described or planned would be developmental in
nature. There is no certainty that any expenditures made in the development of
the plan or any related operations, will result in the generation of a
commercially viable Omega Water bottled water product or commercial
revenue. Most development-stage business projects do not result in the
production of commercially viable products. Problems such as unusual
or unexpected production and marketing problems and delays are common and often
result in unsuccessful development efforts. If the result of our
current plan does not generate viable commercial solutions, we may decide to
abandon our development program for the Omega Water product. Our
ability to continue development will be dependent upon our possessing adequate
capital resources when needed. If no funding is available, we may be
forced to abandon our operations.
OUR
BUSINESS IS SUBJECT TO MANY REGULATIONS AND NONCOMPLIANCE IS
COSTLY.
The
production, marketing and sale of our beverage products are subject to the rules
and regulations of various federal, state and local health agencies. If a
regulatory authority finds that a current or future product or production run is
not in compliance with any of these regulations, we may be fined, or production
may be stopped, thus adversely affecting our financial conditions and
operations. Similarly, any adverse publicity associated with any
noncompliance may damage our reputation and our ability to successfully market
our products. Furthermore, the rules and regulations are subject to change
from time to time and while we closely monitor developments in this area, we
have no way of anticipating whether changes in these rules and regulations will
impact our business adversely. Additional or revised regulatory
requirements, whether labeling, environmental, tax or otherwise, could have an
adverse effect on our business, financial condition and results of operations.
In general, the operation of our business is not subject to any special
regulatory requirements.
AS
WE UNDERTAKE DEVELOPMENT OF OUR PLAN AND RELATED ACTIVITIES, WE WILL BE SUBJECT
TO COMPLIANCE WITH GOVERNMENT REGULATION THAT MAY INCREASE THE ANTICIPATED COST
OF OUR DEVELOPMENT PROGRAM.
There
is a risk that new regulations could increase our costs of doing business and
prevent us from carrying out our development program. The amount of
these costs is not known at this time as we do not know the extent of the
development program that will be undertaken beyond completion of the recommended
work program. If regulatory costs exceed our cash reserves we may be
unable to complete our development program and have to abandon our operations.
In general, the operation of our business is not subject to any special
regulatory requirements.
BECAUSE
OUR PRESIDENT AND CHIEF EXECUTIVE OFFICER DOES NOT HAVE ANY FORMAL TRAINING
SPECIFIC TO THE TECHNICALITIES OF BEVERAGE MARKETING AND DISTRIBUTING THERE IS A
HIGHER RISK OUR BUSINESS WILL FAIL.
Our
President and Chief Executive Officer is Aris Giannopoulos. Mr.
Giannopoulos has no direct training or experience in the beverage development,
production, marketing and distribution business, and our management may not be
fully aware of the specific requirements related to working within this
industry. Consequently, our operations, earnings, and ultimate financial success
could suffer irreparable harm due to management’s lack of experience in this
industry.
Aris
Giannopoulos, our President and Chief Executive Officer, currently devotes
approximately five hours per week providing management services to
us. While he presently possesses adequate time to attend to our
interest, it is possible that the demands on him from other obligations could
increase, with the result that he would no longer be able to devote sufficient
time to the management of our business. The loss of Mr. Giannopoulos to our
company could negatively impact our business development.
In
addition to his duties as the President and Chief Executive Officer, and
Chairman of the Board of Directors, of Omega Water, Mr. Giannopoulos also
currently serves as an agent for International Boxing Management, an agency
which promotes and represents participants in the sport of
boxing.
7
Mr.
Giannopoulos currently devotes approximately 20 hours per week to International
Boxing Management. Mr. Giannopoulos does not anticipate any conflicts
of interest or business opportunities will arise with his involvement with
International Boxing Management because it is involved in businesses that are
not the same business as that of Omega Water and International Boxing Management
is primarily an agency which represents participants in the sport of
boxing.
RISKS
ASSOCIATED WITH THIS OFFERING
THE
TRADING IN OUR SHARES WILL BE REGULATED BY THE SECURITIES AND EXCHANGE
COMMISSION RULE 15G-9 WHICH ESTABLISHED THE DEFINITION OF A “PENNY
STOCK.”
The
shares being offered are defined as a penny stock under the Securities and
Exchange Act of 1934, as amended (the “Exchange Act”), and rules of the
Commission. The Exchange Act and such penny stock rules generally impose
additional sales practice and disclosure requirements on broker-dealers who sell
our securities to persons other than certain accredited investors who are,
generally, institutions with assets in excess of $5,000,000 or individuals with
net worth in excess of $1,000,000 or annual income exceeding $200,000 ($300,000
jointly with spouse), or in transactions not recommended by the
broker-dealer. For transactions covered by the penny stock rules, a
broker dealer must make certain mandated disclosures in penny stock
transactions, including the actual sale or purchase price and actual bid and
offer quotations, the compensation to be received by the broker-dealer and
certain associated persons, and deliver certain disclosures required by the
Commission. Consequently, the penny stock rules may make it difficult
for you to resell any shares you may purchase, if at all.
WE
ARE SELLING THIS OFFERING WITHOUT AN UNDERWRITER AND MAY BE UNABLE TO SELL ANY
SHARES.
This
offering is self-underwritten, that is, we are not going to engage the services
of an underwriter to sell the shares; we intend to sell our shares through our
President and Chief Executive Officer, who will receive no
commissions. He will offer the shares to friends, family members, and
business associates, however, there is no guarantee that he will be able to sell
any of the shares. Unless he is successful in selling all of the
shares and we receive the proceeds from this offering, we may have to seek
alternative financing to operate our business only until Phase I and Phase II of
our Plan of Operation, which requires minimum funding of
$550,000.
OUR
OFFICERS AND DIRECTORS MAY HAVE A CONFLICT OF INTEREST WITH THE MINORITY
SHAREHOLDERS AT SOME TIME IN THE FUTURE. SINCE THE MAJORITY OF OUR
SHARES OF COMMON STOCK ARE OWNED BY OUR PRESIDENT AND CHIEF EXECUTIVE OFFICER,
AND SOLE DIRECTOR, OUR OTHER STOCKHOLDERS MAY NOT BE ABLE TO INFLUENCE CONTROL
OF THE COMPANY OR DECISION MAKING BY MANAGEMENT OF THE COMPANY.
Aris
Giannopoulos, our President and Chief Executive Officer, and sole Director,
beneficially owns 100% of our outstanding common stock. Assuming the sale
of all 1,000,000 shares in this offering, Mr. Giannopoulos will own
approximately 88.8% of all shares of common stock of the Company. The
interests of Mr. Giannopoulos may not be, at all times, the same as that of our
other shareholders. Mr. Giannopoulos is not simply a passive investor
but is also an executive officer and director of the Company, and his interests
as an executive may, at times be adverse to those of passive investors. Where
those conflicts exist, our shareholders will be dependent upon Mr. Giannopoulos
exercising, in a manner fair to all of our shareholders, his fiduciary duties as
an officer or as a member of the Company’s Board of Directors. Also,
Mr. Giannopoulos has the ability to control the outcome of most corporate
actions requiring shareholder approval, including the sale of all or
substantially all of our assets, amendments to our Articles of Incorporation and
the election of directors. This concentration of ownership may also
have the effect of delaying, deferring or preventing a change of control of us,
which may be disadvantageous to minority shareholders.
8
DUE
TO THE LACK OF A TRADING MARKET FOR OUR SECURITIES, YOU MAY HAVE DIFFICULTY
SELLING ANY SHARES YOU PURCHASE IN THIS OFFERING.
We are
not registered on any market or public stock exchange. There is presently no
demand for our common stock and no public market exists for the shares being
offered in this prospectus. We plan to contact a market maker immediately
following the completion of the offering and apply to have our shares of common
stock quoted on the Over-the-Counter Bulletin Board (“OTCBB”). The OTCBB is a
regulated quotation service that displays real-time quotes, last sale prices and
volume information in over-the-counter securities. The OTCBB is not an issuer
listing service, market or exchange. Although the OTCBB does not have any
listing requirements per se, to be eligible for quotation on the OTCBB, issuers
must remain current in their filings with the SEC or applicable regulatory
authority. Market makers are not permitted to begin quotation of a security
whose issuer does not meet this filing requirement. Securities already quoted on
the OTCBB that become delinquent in their required filings will be removed
following a 30 to 60 day grace period if they do not make their required filing
during that time. We cannot guarantee that we will be able to find a market
maker who will submit a Form 15c-211 application for us to FINRA, or that our
application, if submitted, will be accepted or approved and our stock listed and
quoted for sale. As of the date of this filing, there have been no discussions
or understandings between Omega Water Corp. and anyone acting on our behalf,
with any market maker regarding participation in a future trading market for our
securities. If no market is ever developed for our common stock, it will be
difficult for you to sell any shares you purchase in this offering. In such a
case, you may find that you are unable to achieve any benefit from your
investment or liquidate your shares without considerable delay, if at all. In
addition, if we fail to have our common stock quoted on a public trading market,
your common stock will not have a quantifiable value and it may be difficult, if
not impossible, to ever resell your shares, resulting in an inability to realize
any value from your investment.
IF
WE BECOME A REPORTING ISSUER UNDER THE SECURITIES EXCHANGE ACT OF 1934, WE WILL
INCUR ONGOING COSTS AND EXPENSES FOR SEC REPORTING AND COMPLIANCE. WITHOUT
REVENUE, WE MAY NOT BE ABLE TO REMAIN IN COMPLIANCE, MAKING IT DIFFICULT FOR
INVESTORS TO SELL THEIR SHARES, IF AT ALL.
Our
business plan allows for the payment of the estimated $9,000 cost of this
registration statement to be paid from existing cash on hand. If
necessary, Aris Giannopoulos, our Chairman, has verbally agreed to loan the
company funds to complete the registration process. We plan to
contact a market maker immediately following the close of the offering and apply
to have the shares quoted on the OTC Electronic Bulletin Board. To be
eligible for quotation, issuers must remain current in their filings with the
SEC. In order for us to remain in compliance we will require future
revenues to cover the cost of these filings, which could comprise a substantial
portion of our available cash resources. If we are unable to generate
sufficient revenues to remain in compliance it may be difficult for you to
resell any shares you may purchase, if at all.
We will
experience substantial increases in our administrative costs after the effective
date of this Prospectus. We anticipate spending an additional $1,500 on
professional and administrative fees, including fees payable in connection with
the filing of this registration statement, complying with reporting obligations
and arranging financing for Phase I and II of our development
program. Assuming
we are successful in arranging financing for Phase I and Phase II of our
development program, total expenditures over the next 12 months are
therefore expected to be approximately $2,000,000 to $6,500,000, only $100,000
of which is the amount to be raised in this offering. If we do not
raise sufficient funds to finance our operations for Phase I and II of our
development program, we expect the minimum amount of such expenses to be
approximately $12,000 which amount is limited to meeting our reporting
obligations with the SEC.
ANTI-TAKEOVER
EFFECTS OF CERTAIN PROVISIONS OF NEVADA STATE LAW HINDER A POTENTIAL TAKEOVER OF
US.
Though
not now, we may be or in the future we may become subject to Nevada’s control
share law. A corporation is subject to Nevada’s control share law if
it has more than 200 stockholders, at least 100 of whom are stockholders of
record and residents of Nevada, and it does business in Nevada or through an
affiliated corporation. The law focuses on the acquisition of a “controlling
interest” which means the ownership of outstanding voting shares sufficient, but
for the control share law, to enable the acquiring person to exercise the
following proportions of the voting power of the corporation in the election of
directors: (i) one-fifth or more but less than one-third, (ii) one-third or more
but less than a majority, or (iii) a majority or more. The ability to exercise
such voting power may be direct or indirect, as well as individual or in
association with others.
The
effect of the control share law is that the acquiring person, and those acting
in association with it, obtains only such voting rights in the control shares as
are conferred by a resolution of the stockholders of the corporation, approved
at a special or annual meeting of stockholders. The control share law
contemplates that voting rights will be considered only once by the other
stockholders. Thus, there is no authority to strip voting rights from
the control shares of an acquiring person once those rights have been approved.
If the stockholders do not grant voting rights to the control shares acquired by
an acquiring person, those shares do not become permanent non-voting
shares. The acquiring person is free to sell its shares to others. If
the buyers of those shares themselves do not acquire a controlling interest,
their shares do not become governed by the control share law.
9
If
control shares are accorded full voting rights and the acquiring person has
acquired control shares with a majority or more of the voting power, any
stockholder of record, other than an acquiring person, who has not voted in
favor of approval of voting rights is entitled to demand fair value for such
stockholder’s shares.
BECAUSE
WE DO NOT INTEND TO PAY ANY CASH DIVIDENDS ON OUR COMMON STOCK, OUR STOCKHOLDERS
WILL NOT BE ABLE TO RECEIVE A RETURN ON THEIR SHARES UNLESS THEY SELL
THEM.
We intend
to retain any future earnings to finance the development and expansion of our
business. We do not anticipate paying any cash dividends on our common stock in
the foreseeable future. Unless we pay dividends, our stockholders will not be
able to receive a return on their shares unless they sell them. There is no
assurance that stockholders will be able to sell shares when desired.
FORWARD
LOOKING STATEMENTS
This
prospectus contains forward-looking statements that involve risk and
uncertainties. We use words such as “anticipate”, “believe”, “plan”, “expect”,
“future”, “intend”, and similar expressions to identify such forward-looking
statements. Investors should be aware that all forward-looking statements
contained within this filing are good faith estimates of management as of the
date of this filing. Our actual results could differ materially from those
anticipated in these forward-looking statements for many reasons, including the
risks faced by us as described in the “Risk Factors” section and elsewhere in
this prospectus.
USE
OF PROCEEDS
Our
offering is being made on a self-underwritten basis: no minimum number of shares
must be sold in order for the offering to proceed. The offering price per share
is $0.10. The following table sets forth the uses of proceeds assuming the sale
of 25%, 50%, 75% and 100%, respectively, of the securities offered for sale by
the Company. If less than $25,000 is raised in this offering, the Company will
operate on a limited basis, meeting
only its obligations to file its reports with the Securities and Exchange
Commission, and seek financing. However, the Company currently has
no source of additional funding, will
not commence seeking additional financing until this registration statement is
effective, and we cannot provide investors with any assurance that we
will be able to raise sufficient funds to proceed with any work or
activities.
USE OF PROCEEDS
|
If 25% of
Shares
Sold
($25,000)
|
If 50% of
Shares
Sold
($50,000)
|
If 75% of
Shares
Sold
($75,000)
|
If 100% of
Shares
Sold
($100,000)
|
||||||||||||
OPERATIONAL
EXPENSES
|
||||||||||||||||
Legal
& Accounting
|
$
|
8,000
|
$
|
8,000
|
$
|
8,000
|
$
|
8,000
|
||||||||
Printing
|
$
|
500
|
$
|
500
|
$
|
500
|
$
|
500
|
||||||||
Transfer
Agent
|
$
|
1,500
|
$
|
1,500
|
$
|
1,500
|
$
|
1,500
|
||||||||
Business
trip expenses:
|
$
|
5,200
|
$
|
12,500
|
$
|
17,500
|
$
|
20,000
|
||||||||
Logo
development:
|
$
|
0
|
$
|
2,000
|
$
|
2,000
|
$
|
3,000
|
||||||||
Website
development:
|
$
|
1,750
|
$
|
5,000
|
$
|
10,000
|
$
|
10,000
|
||||||||
Presentation
Materials, Office Supplies and Telephone
|
$
|
4,550
|
$
|
6,800
|
$
|
11,800
|
$
|
17,000
|
||||||||
Initial
Production Run of Water for Marketing
|
$
|
3,500
|
$
|
13,700
|
$
|
23,700
|
$
|
40,000
|
||||||||
TOTALS
|
$
|
25,000
|
$
|
50,000
|
$
|
75,000
|
$
|
100,000
|
We will
establish a separate bank account and all proceeds will be deposited into that
account. If necessary, Aris Giannopoulos, our sole officer and
director, has verbally agreed to loan the company funds to complete the
registration process in the
event that the Company depletes its current cash reserves prior to effectiveness
of this registration statement, but we will require full funding to begin
to implement our complete business plan.
10
DETERMINATION
OF OFFERING PRICE
The
offering price of the shares has been determined arbitrarily by
us. The price does not bear any relationship to our assets, book
value, earnings, or other established criteria for valuing a privately held
company. In determining the number of shares to be offered and the
offering price, we took into consideration our cash on hand and the amount of
money we would need to begin to implement our business
plans. Accordingly, the offering price should not be considered an
indication of the actual value of the securities.
DILUTION
The price
of the current offering is fixed at $0.10 per share which is the price
purchasers of the shares must pay. This price is significantly
different than the price paid by the Company’s sole director and officer for
common equity since the Company’s inception on August 7, 2009. Aris
Giannopoulos, the Company’s sole officer and director, did not pay cash for the
8,000,000 shares of common stock he purchased from the Company, but instead
agreed to serve as President and Chief Executive Officer, and Chairman of the
Board of Directors, of the Company, for a term of one year beginning September
1, 2009. The 8,000,000 shares of Mr. Giannopoulos have been valued at $8,000 and
is reflected as, “Capital contributions,” in the table entitled, “Existing
Stockholders if all of the Shares are Sold.” The purchase price for the shares
in this offering, paid by purchasers of the shares, is reflected in the
subsequent three as, “Capital contributions.”
Existing Stockholders if all
of the Shares are Sold
Price
per share
|
$
|
0.10
|
||
Net
tangible book value per share before offering
|
$
|
(0.00
|
)
|
|
Potential
gain to existing shareholders
|
$
|
$100,000
|
||
Net
tangible book value per share after offering
|
$
|
0.01
|
||
Increase
to present stockholders in net tangible book value per share after
offering
|
$
|
0.01
|
||
Capital
contributions
|
$
|
0.00
|
||
Effective cash contribution of the Company's existing sole shareholder (1) | $ | 0.00 | ||
Number
of shares outstanding before the offering
|
8,000,000
|
|||
Number
of shares after offering held by existing stockholders
|
8,000,000
|
|||
Percentage
of ownership after offering
|
88.9
|
%
|
Purchasers of Shares in this
Offering if all Shares Sold
Price
per share
|
$
|
0.10
|
||
Dilution
per share
|
$
|
0.09
|
||
Capital
contributions
|
$
|
100,000
|
||
Percentage
of capital contributions
|
92.6
|
%
|
||
Number
of shares after offering held by public investors
|
1,000,000
|
|||
Percentage
of ownership after offering
|
11.1
|
%
|
11
Purchasers of Shares in this
Offering if 75% of Shares Sold
Price
per share
|
$
|
0.10
|
||
Dilution
per share
|
$
|
0.09
|
||
Capital
contributions
|
$
|
75,000
|
||
Percentage
of capital contributions
|
90.4
|
%
|
||
Number
of shares after offering held by public investors
|
750,000
|
|||
Percentage
of ownership after offering
|
8.6
|
%
|
Purchasers of Shares in this
Offering if 50% of Shares Sold
Price
per share
|
$
|
0.10
|
||
Dilution
per share
|
$
|
0.10
|
||
Capital
contributions
|
$
|
50,000
|
||
Percentage
of capital contributions
|
86.2
|
%
|
||
Number
of shares after offering held by public investors
|
500,000
|
|||
Percentage
of ownership after offering
|
5.9
|
%
|
Price
per share
|
$
|
0.10
|
||
Dilution
per share
|
$
|
0.10
|
||
Capital
contributions
|
$
|
25,000
|
||
Percentage
of capital contributions
|
75.8
|
%
|
||
Number
of shares after offering held by public investors
|
250,000
|
|||
Percentage
of ownership after offering
|
3.0
|
%
|
(1)
|
Aris Giannopoulos, our sole
shareholder (and President and Chief Executive Officer) acquired 8,000,000
shares of common stock in exchange for acting as our President and
Chief Executive Officer for a term of one year beginning September 1,
2009. No cash
consideration was paid for the
shares.
|
MANAGEMENT’S
DISCUSSION AND ANALYSIS OR PLAN OF OPERATION
PLAN
OF OPERATION
Our
cash balance is $884 as of September 17, 2010. We believe our cash
balance is not sufficient to fund our limited levels of operations for any
period of time. We have been utilizing and may utilize funds from
Aris Giannopoulos , our President and Chief Executive Officer, Chairman of the
Board of Directors, and majority holder of our common stock, who has informally
agreed to advance funds to allow us to pay for offering costs, filing fees, and
professional fees. Aris Giannopoulos, however, has no formal
commitment, arrangement or legal obligation to advance or loan funds to the
company. In order to develop and begin to implement our business
plan, we will need the funding from this offering. We are a
development stage company and have generated no revenue to date. We have sold
8,000,000 shares of common stock, at a value of $8,000, to Mr. Giannopoulos in
consideration for Mr. Giannopoulos acting as our President and Chief Executive
Officer, and Chairman of the Board of Directors, for a term of one year,
beginning September 1, 2009.
Our
independent registered public accountant has issued a going concern opinion.
This means that there is substantial doubt that we can continue as an on-going
business for the next twelve months unless we obtain additional capital to pay
our bills. This is because we have not generated revenues and no revenues are
anticipated until we begin selling bottled water. There is no
assurance we will ever reach that stage.
Our plan
of operation is divided into four phases, as follows: (I) develop our existing
business relationship with our bottler, labeler and packer, Nevada Bottling and
Beverage Company, LLC, and run an initial production for marketing purposes
while we conduct marketing studies, initial promotional events, and generate
interest for Omega Water, (II) negotiate and enter into supply agreements with
retail businesses, merchandisers, and distributors, (III) expand operations
through-out Nevada and nationally, (IV) establish a national and possibly
international distributor network and team, with possibly production facilities
or multiple co-packer agreements . While we have entered into a Working
Agreement, dated October 30, 2009, with Nevada Bottling and Beverage Company,
pursuant to which Nevada Bottling and Beverage Company is obligated to bottle,
label and package the Omega Water product for the Company, we have not yet
commenced any production or activities.
Within
the next 12 months Omega Water intends to bottle sell the Omega Water branded
product throughout Nevada and neighboring States to casino’s, hotels, airlines,
and many of the entertainment, tourism, and corporate businesses within this
market.
Our
plan of operation for the twelve months following the date of this prospectus is
to (i) complete Phase I of our program, which is to develop our existing
business relationship with Nevada Bottling and Beverage Company as our bottler,
labeler and packer, and run an initial production for marketing purposes while
we conduct marketing studies, initial promotional events, and generate interest
for Omega Water, and (ii) begin Phase II of our program, which is negotiate and
enter into supply agreements with retail businesses, merchandisers, and
distributors, (with the initial contracts and viable mass of orders to begin in
December 2011). In order to execute Phases I and II of our
development program as outlined below, we anticipate
spending $550,000 on program development, professional and
administrative fees, including fees payable in connection with the filing of
this registration statement, complying with reporting obligations and arranging
financing for Phases I and II of our development program. Total expenditures
over the next 12 months are therefore expected to be approximately $550,000. If
we experience a shortage of funds prior to funding during the next 12 months, we
may utilize funds from Aris Giannopoulos, our Chairman of the Board of
Directors, who has informally agreed to advance funds to allow us to pay for
professional fees, including fees payable in connection with the filing of this
registration statement and operation expenses, however he has no formal
commitment, arrangement or legal obligation to advance or loan funds to the
company. We will require the funds from this offering to proceed. If
we receive only nominal funds from this offering, we plan to operate on a
limited basis for the
limited purpose of meeting our reporting obligations to the Securities and
Exchange Commission. No such plan exists at this time in case of such
contingency, and we cannot guarantee we would be able to raise additional
funding if only nominal funding is obtained from this
offering.
12
If we
are successful in raising the funds from this offering, we plan to commence
activities to raise the $550,000 in funds required for Phases I and II of the
development program in December 2010. We expect this phase to take
30-90 days to complete and an additional 9 to 11 months for distribution
networks and market acceptance. We cannot provide investors with any
assurance that we will be able to raise sufficient funds to proceed with any
work or activities on Phase I and or II of the development program since we
currently have no plan in place to raise these funds. We plan to
raise the additional funding for Phase I and Phase II by way of a private debt
or equity financing, but have not commenced any activities to raise such
funds.
The above
program costs are management’s estimates and the actual project costs may exceed
our estimates. To date, we have not commenced with any activities or operations
of any phase of our development program.
Following
Phase I of the development program, if it proves successful, in that the company
is actively labeling, packaging, bottling its prospective Omega Water product,
and initial market research and event activities are completed, we intend to
financing Phase II of our development program. Phase II is to
negotiate and enter into supply agreements with retail businesses,
merchandisers, and distributors which will initiate our revenues. The estimated
cost of Phase II is $500,000 and is anticipated take approximately 6 months to
complete. As with Phase I, we cannot provide investors with any
assurance that we will be able to raise sufficient funds to proceed with any
work or activities on Phase II of our development program. We plan to raise the
additional funding for Phase II by way of a private debt or equity financing,
but have not commenced any activities to raise such funds.
Following
Phase II of the development program, if it proves successful, in that we
successfully negotiate and enter into supply agreements with retail businesses,
merchandisers, and distributors, we intend to proceed with Phase III of our
development program if we are able to raise the funds
necessary. Phase III is to will be a point at which our sales will
have reached critical mass and our contracts and commitments will require the
company carrying significant inventory to meet production and supply ratios on a
domestic level, in addition, we would expand operations throughout Nevada and
nationally, which increases the marketing costs and management of the various
distribution channels. The estimated cost of Phase III is between
$2,000,000 and $6,500,000 dependant on the number of agreements and required
inventory, and is estimated to take approximately 12 months to
complete. As with Phases I and II, we cannot provide investors with
any assurance that we will be able to raise sufficient funds to proceed with any
work or activities on Phase III of the development program, and we have no
current plans on how to raise the additional funding.
Subject
to financing, we anticipate commencing Phase III of our development program in
March 2012, depending on whether Phase II proves successful in negotiating and
entering into supply agreements with retail businesses, merchandisers, and
distributors. As with Phases I and II, we will require additional funding
to proceed with Phase III, we have no current plans on how to raise the
additional funding, though we believe that if we must first successfully
negotiate and enter into supply agreements with retail businesses,
merchandisers, and distributors, as planned for Phase III, in order to
successfully commence financing activities for Phase IV, which is to establish a
national and possibly international distributor network and team, with possibly
production facilities or multiple co-packer agreements.
We
estimate Phase IV to take 2 to 4 years to complete, subject to financing, and to
cost inventory and commitments to co-packers aside from those we have
established in Nevada which we believe to be cash-flow requirements of between
$10,000,000 and $50,000,000 for operations. As with Phases I, II, and
III, we will require additional funding to proceed with Phase IV, and we have no
current plans on how to raise the additional funding.
13
OFF-BALANCE
SHEET ARRANGEMENTS
We have
no off-balance sheet arrangements that have or are reasonably likely to have a
current or future effect on our financial condition, changes in financial
condition, revenues or expenses, results of operations, liquidity, capital
expenditures or capital resources.
LIMITED
OPERATING HISTORY; NEED FOR ADDITIONAL CAPITAL
There is
no historical financial information about us on which to base an evaluation of
our performance. We are a development stage company and have not generated
revenues from operations. We cannot guarantee we will be successful in our
business operations. Our business is subject to risks inherent in the
establishment of a new business enterprise, including limited capital resources,
possible delays in our development program, and possible cost overruns due to
increases in the cost of services.
To become
profitable and competitive, we must raise substantial funds to (I) run an
initial production for marketing purposes while we conduct marketing studies,
initial promotional events, and generate interest for Omega Water, (II)
negotiate and enter into supply agreements with retail businesses,
merchandisers, and distributors, (III) expand operations through-out Nevada and
nationally, (IV) establish a national and possibly international distributor
network and team, with possibly production facilities or multiple co-packer
agreements. We are seeking funding from this offering to provide the
capital required legal and accounting services and for administrative expenses
related to operations while arranging for financing for Phase I of our business
plan. We believe that the funds from this offering will allow us to
operate for one year,
without completing any phase of our business plan.
We have
no assurance that future financing will materialize. If that
financing is not available to use for the first phase of our development program
we may be unable to continue.
LIQUIDITY
AND CAPITAL RESOURCES
To meet
part our need for cash we are attempting to raise money from this offering. We
cannot guarantee that we will be able to sell all the shares required. If we are
successful, any money raised will be applied to the items set forth in the Use
of Proceeds section of this prospectus. We will attempt to raise the necessary
funds to proceed with all phases of our plan of operation. The sources of
funding we may consider to fund this work include a public offering, a private
placement of our securities or loans from our director or others.
Aris
Giannopoulos, our Chairman of the Board of Directors and holder of a majority or
of our common stock, has agreed to advance funds as needed until the offering is
completed or failed. While he has agreed to advance the funds, the
agreement is verbal and is unenforceable as a matter of law.
We have
not carried out any work on any phase of our development plan and have incurred
no development costs.
On
September 1, 2009, we received our initial funding of $10,000 through the sale
of a Promissory Note, with no term, in the principal amount of $10,000 to Lee
Giannopoulos, a son of Aris Giannopoulos, our President and Chief Executive
Officer, Chairman of the Board of Directors, and majority
shareholder. The $10,000 principal amount underlying the
Promissory Note is payable upon demand by Lee Giannopoulos, accrues
interest at the rate of 12% per annum and is convertible into shares of common
stock at a rate of $.10 per share. As of November 30, 2009, $296 in
accrued interest is due Lee Giannopoulos under the Promissory Note. Repayment of
this loan will not come from any funds raised in this offering.
SIGNIFICANT
ACCOUNTING POLICIES
BASIS
OF PRESENTATION
The
Company reports revenues and expenses using the accrual method of accounting for
financial and tax reporting purposes.
14
USE
OF ESTIMATES
Management
uses estimates and assumption in preparing these financial statements in
accordance with generally accepted accounting principles. Those estimates and
assumptions affect the reported amounts of assets and liabilities, the
disclosure of contingent assets and liabilities, and the reported revenues and
expenses.
DEPRECIATION,
AMORTIZATION AND CAPITALIZATION
The
Company records depreciation and amortization when appropriate using the
straight-line method over the estimated useful life of the assets. Expenditures
for maintenance and repairs are charged to expense as incurred. Additions, major
renewals and replacements that increase the property’s useful life are
capitalized. Property sold or retired, together with the related accumulated
depreciation is removed from the appropriated accounts and the resultant gain or
loss is included in net income.
INCOME
TAXES
Omega
Water Corporation accounts for its income taxes in accordance with Statement of
Financial Accounting Standards No. 109, “Accounting for Income
Taxes.” Under Statement 109, a liability method is used whereby
deferred tax assets and liabilities are determined based on temporary
differences between basis used of financial reporting and income tax reporting
purposes. Income taxes are provided based on tax rates in effect at
the time such temporary differences are expected to reverse. A valuation
allowance is provided for certain deferred tax assets if it is more likely than
not, that the Company will not realize the tax assets through future
operations.
Financial
Accounting Standards statements No. 107, “Disclosures About Fair Value of
Financial Instruments”, requires the Company to disclose, when reasonably
attainable, the fair market values of its assets and liabilities which are
deemed to be financial instruments. The Company’s financial instruments consist
primarily of cash and certain investments.
PER
SHARE INFORMATION
The
Company computes per share information by dividing the net loss for the period
presented by the weighted average number of shares outstanding during such
period.
ORGANIZATION
SINCE AUGUST 2009
Omega
Water Corp. was incorporated on August 7, 2009 under the laws of the State of
Nevada. Aris Giannopoulos has served as President and Chief Executive
Officer, and Secretary of our company from August 7, 2009 to the current
date. No person other than Mr. Giannopoulos has acted as a promoter
of Omega Water Corp. since our inception. Other than a Stock
Subscription Agreement pursuant to which Mr. Giannopoulos agreed to act as our
president and Chief Executive Officer for a term of one year beginning September
1, 2009, in exchange for 8,000,000 shares of common stock, there are no
agreements with us pursuant to which Mr. Giannopoulos is to receive from us or
provide to us anything of value.
IN
GENERAL
15
“Negative
Ion” infused water refers the process by which water is enriched with additional
negative ions that would be regularly present by a method of negative
ionization. Our primary business objective is to produce, distribute
and market and sell our core planned product, Omega Water, which combines water,
oxygen, and negative ions.
There is
no need for the Company to purchase or otherwise obtain special equipment to
manufacture, bottle, label or pack its Omega Water product. The
Company plans to manufacture, bottle, label and pack its Omega Water product
under its Working Agreement with Nevada Bottling and Beverage Company, which has
all such equipment. The Company plans to sell its Omega Water product in the
following bottle sizes: 8oz, 16oz, 26oz and 33oz.
During
the next 12 months, Omega Water intends on developing the Omega Water product
and, once such product is developed and exists, we will begin attempting to
distribute, market and sell the Omega Water-branded product throughout Nevada to
casinos, hotels, airlines, and entertainment, tourism, and corporate clients
within this market. We intend on bottling and packaging our water in
Nevada and selling the product to distributors under our Omega Water
label. We are dependent on the water source in the geological
location, Nevada Bottling and Beverage Company, key staff and
distributors. Therefore, Nevada is the ideal location to market the
initial business and products.
We have
not earned any revenues to date. Our independent registered public accountant
has issued an audit opinion which includes a statement expressing substantial
doubt as to our ability to continue as a going concern.
There is
the likelihood that we may never be able to design, bottle, market, brand, sell,
and produce negative ion water or, operate or own or have access to a negative
ion processing and water bottling plant that produces commercially
viable quantities of water. We are presently in the development stage of our
business and we can provide no assurance that we will be able to design, bottle,
market, brand, sell, and produce negative ion water or, operate or own or have
access to a negative ion processing and water bottling plant that
produces commercially viable quantities of water. Further development and market
research is required before a final determination can be made as to whether
negative ion water with the product name Omega Water would be commercially
viable. If our company is not capable of building a market for the product or
producing commercially viable quantities of negative ion water, all funds that
we spend on development will be lost.
DEVELOPMENT
OF THE OMEGA WATER BRAND AND MARKET
Our
primary business objective is to produce, market, and sell our core product,
Omega Water, which combines water, oxygen, and negative ions..
We
intend to build a close business relationship with Nevada Bottling and Beverage
Company. While we have entered into a Working Agreement, dated October 30, 2009,
with Nevada Bottling and Beverage Company (“NBBC”) pursuant to which NBBC is
obligated to bottle, label and package the Omega Water product for the Company,
we have not yet commenced any production or activities. The material
terms of the agreement are (i) NBBC is obligated to “manufacture bottled water”
for the Company, (ii) NBBC is obligated bottle, label and package the Omega
Water products for the Company according to the exact specifications requested
by the Company, (iii) the agreement is valid for a term expiring October 30,
2014, with terms of renewal to be agreed upon by the parties, (iv) NBBC may not
use the name or brand “Omega Water” without the written consent of the Company,
(v) NBBC and the Company shall maintain complete confidentiality regarding each
other’s business, and (vi) NBBC and the Company shall not disclose
any contact revealed by either Party to any third
parties. The Working Agreement provides that Nevada
Bottling and Beverage Corporation, “agrees to manufacture bottled water . . .”.
It is the Company’s view that, “manufacture bottled water” in this agreement is
synonymous with providing bottled water to the company and such is the
understanding of the parties to such agreement.
In a
letter from NBBC to the Company, dated April 26, 2010, NBBC stated:
Nevada
Bottling and Beverage Company confirm that our company has entered into an
agreement with Omega Water Corporation. Nevada Bottling and Beverage will be
bottling water in various sizes and private labels on behalf of the Omega Water
Corporation.
The
Water is sourced from Nevada Bottling and Beverage Company’s seven pure artesian
wells, located on and below our facilities at 5101 Oakridge Ave, in Pahrump,
NV. This water is purified through microfiltration and reverse
osmosis which removes the salts and any suspended solids from the water. Nevada
Bottling also incorporates ozone contact systems to disinfect our drinking water
and ensure the highest quality products. Nevada Bottling and Beverage Company
own 100% of the Water rights located at our facilities at 5101 Oakridge Ave, in
Pahrump, NV.
Nevada
Bottling follows the codes and ethics of the International Bottled Water
Association (Model Code) and meets and exceeds the Food and Drug
Administrations’ Code; title 21 CFR part 65 for water quality and
standards.
16
DEVELOPMENT
PROGRAM AND ESTIMATED COST
Phase
|
Development Program
|
Cost
|
Status
|
|||
Phase
I
|
Build
business relationship with Nevada Bottling and Beverage Company as our
co-packer, and run an initial production for marketing purposes while we
conduct marketing studies, initial promotional events, and generate
interest for Omega Water
|
$50,000
|
Expected
to be completed in June 2011 (dependent on Nevada Bottling and Beverage
pricing and market reaction by securing letters of intent or supply
agreements) (3)
|
|||
Phase
II
|
Negotiate
and enter into supply agreements with retail businesses, merchandisers,
and distributors,
|
$500,000
|
Expected
to be completed in December 2011, as much of the initial agreements
and intent runs concurrent with Phase I. (4)
|
|||
Phase
III
|
Expand
operations through-out Nevada and nationally
|
$2,000,000
to $6,500,000(1)
|
Expected
to be completed by March 2012. (5)
|
|||
Phase
IV
|
Establish
a national and possibly international distributor network and team, with
possibly production facilities or multiple co-packer
agreements.
|
$10,000,000
to $50,000,000 (2)
|
Expected
to be completed between 2012 and 2015.
(6)
|
(1)
|
Depending on terms and conditions
of distribution and purchase agreements in Nevada and select
territories.
|
(2)
|
Depending on terms and conditions
of distribution and purchase agreements on a national and international
level.
|
(3)
|
Assumes
the Company successfully completes a financing of $50,000. The
expected time to complete this phase has been established arbitrarily by
the Company.
|
|
|
(4)
|
Assumes
the Company successfully completes a financing of $500,000. The
expected time to complete this phase has been established arbitrarily by
the Company.
|
|
(5)
|
Assumes
the Company successfully completes a financing of $2,000,000 to
$6,500,000. The expected time to complete this phase has been
established arbitrarily by the Company.
|
|
(6)
|
Assumes
the Company successfully completes a financing of $10,000,000 to
$50,000,000. The expected time to complete this phase has been
established arbitrarily by the
Company.
|
The
time expected to complete Phase I, in March 2010, was determined, generally
speaking, by the Company assessing the time it took to enter into the Working
Agreement with NBBC, and amend the same agreement to extend the term of the
Working Agreement by four years, to October 30, 2014, and the belief of the
Company that it can privately raise $50,000 by June 2011. The Company
is aware that it may not commence activities to privately sell securities until
this offering is completed, and as such, currently has not tested market
acceptance of its business with a plan of financing or agreement with any person
to sell debt or equity securities for $50,000.
The
time expected to complete Phase II, in December 2011, was determined, generally
speaking, by the Company assessing the time it took to enter into the Working
Agreement with NBBC and the ability of Aris Giannopoulos, the President,
Chairman and only shareholder of the Company, to promote the business of the
Company based on his prior experience promoting businesses, in his case,
professional boxing events in Las Vega, Nevada., and the belief of the Company
that it can privately raise $500,000 by December 2011, assuming that Phase 1 is
successfully completed. The Company is aware that it may not commence
activities to privately sell securities until this offering is completed, and as
such, currently has not tested market acceptance of its business with a plan of
financing or agreement with any person to sell debt or equity securities for
$500,000.
The
time expected to complete Phase III, in March 2012, was determined, generally
speaking, by the Company generally assessing the cost of purchasing and bottling
water at NBBC, and the ability of Aris Giannopoulos, the President, Chairman and
only shareholder of the Company, to promote the business of the Company based on
his prior experience promoting businesses, in his case, professional boxing
events in Las Vega, Nevada., and the belief of the Company that it can privately
raise between $2,000,000 to $6,500,000 by December 2011, assuming that Phases I
and II are successfully completed. The Company is aware that it may
not commence activities to privately sell securities until this offering is
completed, and as such, currently has not tested market acceptance of its
business with a plan of financing or agreement with any person to sell debt or
equity securities for $2,000,000 to $6,500,000.
The
time expected to complete Phase IV, between 2012 and 2015, was determined,
generally speaking, by the Company generally assessing the cost of purchasing
and bottling water at NBBC, its general assessment of anticipated marketing
costs and the ability of Aris Giannopoulos, the President, Chairman and only
shareholder of the Company, to promote the business of the Company based on his
prior experience promoting businesses, in his case, professional boxing events
in Las Vega, Nevada., and the belief of the Company that it can privately raise
between $10,000,000 to $50,000,000 by December 2011, assuming that Phases I, II
and III are successfully completed. The Company is aware that it may
not commence activities to privately sell securities until this offering is
completed, and as such, currently has not tested market acceptance of its
business with a plan of financing or agreement with any person to sell debt or
equity securities for $10,000,000 to $50,000,000.
17
The
marketing agendas for both the domestic business and the national business
segments of Omega Water is based on the cost-effective, "Gorilla Marketing"
concepts that include the following major components:
|
1.
|
Website
|
The
Company's interactive website (www.omegawater.net) and blog, blog.omegawater.net
will be designed to communicate with retailers, distributors and Omega Water
consumers. The content of the site will include sections and web pages devoted
to each of the following: Company, Management, Product, Research, Investor
Information, Press Kit, Press Releases, and Frequently Asked Questions, Blog,
Contact Us. Also to be included are listings of retailers and distributors, both
domestic and intestate or nationally; an online store with product and branded
merchandise available for purchase with shipping available nationally; with
electronic versions of the Omega Water`s custom-published eNewsletter, Omega
Lifestyle, which discusses the benefits of negative ions in your life in general
and the water we produce, giving new tips for living with negative
ions.
|
2.
|
Point-of-Purchase (P.O.P.)
Materials
|
Omega
Water' Sales Representatives plan to outfit many new retail stores with stacker
posters, hanging mobiles (3-sided posters), bottleneck rings, window posters,
Q&A tri-fold brochures, and barrel & refrigerated coolers. The Company
will continue to enhance the current P.O.P. materials and will develop new
promotional pieces to attract the attention of shoppers and to further promote
the Omega Water products.
|
3.
|
Event
Marketing
|
Omega
Water intends on sponsoring a variety of high-profile and grass roots events and
activities to promote product and brand awareness. In the initial model market
of Nevada, Omega Water will focus on a mix of athletic events, sporting events
and community-related charity activities, as the "Official" Water of all of
these events. Most of the aforementioned events would be negotiated to include
product sale opportunities resulting in reduced cost to the Company based on
product trade or profits earned from the sale of water in exchange for
sponsorship fees charged upfront by the event.
|
4.
|
Retail
Trade
|
Omega
Water Corp will grow retail sales through a network of independent distributors
and direct to chain opportunities with the following bottle sizes: 8oz, 16oz,
26oz and 33oz.
We will
utilize a hybrid distribution strategy so that each market will be launched with
nonexclusive independent distributors focused by region and class of trade.
Specifically, in each market we will pursue distributors that focus on the
following classes of trade:
18
We will
pursue large pharmacy, hotels, night clubs, drug and grocery chain relationships
through distributors, brokers and direct through our own sales force depending
on the conditions in each market.
|
5.
|
Domestic Marketing Plan - Retail
Trade
|
The
marketing plan for the Retail Trade business of Omega Water will employ the
goals and direction outlined previously in the Marketing Division Section. Omega
Water will promote its product through event marketing at major public venues
like marathon races, outdoor concerts, sporting events and anywhere that people
interested about health and wellness might gather. At these events Omega Water
will be providing samples of our Negative Ion enriched Omega Water product,
informing the consumer about the benefits of drinking water and negative ions,
promoting the brand name and recognition and introducing more consumers to Omega
Water. These trades include individual convenience stores, health clubs, gas
stations, delis, etc.
|
6.
|
National Marketing Plan –
Distributors
|
Initially,
we plan to distribute in the Las Vegas area, where the Company maintains is
offices, directly to Las Vegas hotels and casinos. The Company
currently has no agreements, arrangements or understandings with any hotels or
casinos in the Las Vegas area.
Second,
we plan to market and sell our bottled water products to: (i) distributors who
will sell our bottled water products to end users under our own brands; (ii)
major global drink and beverage companies, which usually sell bottled water
products under their own brand or brands; and (iii) hotels and casinos outside
of the Las Vegas area.
Third, we
plan to enter into agreements with an unidentified group of distributors an
independent entrepreneurs who would like to initiate the domestic marketing plan
and or utilize their existing contacts to meet the same goal we would have
reached and proved in Nevada. Such distributors would have either exclusive or
non-exclusive rights to sell our products in their respective territories. The
Company has no agreements, arrangements or understandings with any distributor
in place.
Last,
we plan to distribute our products directly to national retail accounts based on
purchase order relationships. In such cases, we plan distribute to grocery,
convenience, health clubs, retail drug, and health food establishments. To
transport our products, we plan to contract with independent trucking companies
to transport our products from bottling facilities and contract packers to
distributors. Distributors would then sell and deliver our products directly to
retail outlets, and such distributors or sub-distributors stock the retailers’
shelves with the products. Distributors would be responsible for
merchandising the product at store level. We would be responsible for managing
our network of distributors and the
hiring of sales managers, who would be responsible for their respective specific
channel of sales distribution.
COMPETITION
The
Company’s product competes broadly with all beverages available to consumers.
The beverage market is highly competitive, and includes international, national,
regional and local producers and distributors, many of whom have greater
resources than the Company. The Company believes that its direct competitors in
the new age beverage market include: Coca-Cola Company, producer of “Dasani”;
PepsiCo, producers of “Acquafina”; Nestlé Waters North America, Inc., producers
of “Perrier”, “Poland Springs”, “Arrowhead”, “Aberfoyle Springs” and other water
beverages; and Danone Waters of North America, Inc., producers of “Evian” and
“Dannon”. While the Company believes that it competes favorably on
differentiation by the negative ion enrichment, we are yet to see if we can
compete in quality, merchandising and are weak with regards to, brand name
recognition and loyalty, there can be no assurance that the Company and its
product lines will not experience increasing competitive pressures from both
traditional and new age beverage companies, many of whom have substantially
greater marketing, cash, distribution, technical and other resources than the
Company.
RESEARCH
AND DEVELOPMENT EXPENDITURES
We have
not incurred any research expenditures since our incorporation.
BANKRUPTCY
OR SIMILAR PROCEEDINGS
There has
been no bankruptcy, receivership or similar proceeding.
REORGANIZATIONS,
PURCHASE OR SALE OF ASSETS
There
have been no material reclassifications, mergers, consolidations, or purchase or
sale of a significant amount of assets not in the ordinary course of
business.
19
COMPLIANCE
WITH GOVERNMENT REGULATION
We
will be required to comply with all regulations, rules and directives of
governmental authorities and agencies applicable to the construction and
operation of any facility in any jurisdiction which we would conduct
activities. In general, the operation of our business is not subject
to any special regulatory requirements.
We do not
own, either legally or beneficially, any patents or trademarks.
NEED
FOR GOVERNMENT APPROVAL FOR ITS PRODUCTS OR SERVICES
We are
not required to apply for or have any government approval for our product or
services.
FACILITIES
We
currently are supplied office space free of rent from our sole Director, and
President and Chief Executive Officer, Aris Giannopoulos, and do not own or rent
any physical property, and do not own or rent any real property. Our
current business address is 10624 South Eastern Ave Suite A -786, Henderson,
Nevada 89052. Our telephone number is (702) 465-5901.
Management
believes the current arrangement is sufficient for its needs at this time. The
Company intends to lease its own offices at such time as it has sufficient
financing to do so. Management believes the current premises are
sufficient for its needs at this time.
EMPLOYEES
AND EMPLOYMENT AGREEMENTS
We have
no employees as of the date of this prospectus. Other than a Stock
Subscription Agreement pursuant to which Mr. Giannopoulos agreed to act as our
president and Chief Executive Officer for a term of one year beginning September
1, 2009, in exchange for 8,000,000 shares of common stock, we have no employment
or other agreement with Mr. Giannopoulos or any other person. Mr.
Giannopoulos currently devotes approximately five hours per week to company
matters and after receiving funding, he plans to devote as much time as the
Board of Directors determines is necessary to manage the affairs of the
Company. We anticipate we will conduct our business largely through
consultants.
LEGAL
PROCEEDINGS
We are
not currently a party to any legal proceedings, and we are not aware of any
pending or potential legal actions.
DIRECTORS,
EXECUTIVE OFFICERS, PROMOTER AND CONTROL PERSONS
The
names, ages and titles of our executive officers and directors are as
follows:
Name and Address of Executive
Officer and/or Director
|
Age
|
Position
|
||
Aris
Giannopoulos
10624
South Eastern Ave Suite A -786
Henderson,
Nevada 89052
|
74
|
President
and Chief Executive Officer, Secretary, Treasurer and
Director
|
Aris Giannopoulos has served
as Chairman of the Board since August 7, 2009, and as President and Chief
Executive Officer, Secretary and Treasurer since August 28,
2009. Since 2004, Mr. Giannopoulos has been a principal at his
own company, International Boxing Management, where he has acted as a manager
and promoter for professional boxers and of professional boxing events in Las
Vegas, Nevada.
Since
2004, Mr. Giannopoulos has been a manager and promoter of professional boxers,
including a world champion, in Las Vegas, Nevada, and starting in the late
1960s, he was an investor in Skyline Corporation and Midas Inc. These
experiences, qualifications and attributes have led to our conclusion that Mr.
Giannopoulos should be serving as a member of our Board of Directors in light of
our business and structure.
TERM
OF OFFICE
Each of
our directors is appointed to hold office until the next annual meeting of our
stockholders or until his respective successor is elected and qualified, or
until he resigns or is removed in accordance with the provisions of the Nevada
Revised Statues. Our officers are appointed by our Board of Directors
and hold office until removed by the Board or until their
resignation.
20
Our board
of directors is currently composed of one member, Aris Giannopoulos, who does
not qualify as an independent director in accordance with the published listing
requirements of the NASDAQ Global Market. The NASDAQ independence
definition includes a series of objective tests, such as that the director is
not, and has not been for at least three years, one of our employees and that
neither the director, nor any of his family members has engaged in various types
of business dealings with us. In addition, our board of directors has
not made a subjective determination as to each director that no relationships
exist which, in the opinion of our board of directors, would interfere with the
exercise of independent judgment in carrying out the responsibilities of a
director, though such subjective determination is required by the NASDAQ
rules. Had our board of directors made these determinations, our
board of directors would have reviewed and discussed information provided by the
directors and us with regard to each director’s business and personal activities
and relationships as they may relate to us and our management.
SIGNIFICANT
EMPLOYEES
We have
no employees. Our Chairman, President and Chief Executive Officer,
and Secretary, Aris Giannopoulos, is an independent contractor to us and
currently devotes approximately five hours per week to company
matters. After receiving funding pursuant to our business plan Mr.
Giannopoulos intends to devote as much time as the Board of Directors deem
necessary to manage the affairs of the company.
Mr.
Giannopoulos has not been the subject of any order, judgment, or decree of any
court of competent jurisdiction, or any regulatory agency permanently or
temporarily enjoining, barring, suspending or otherwise limited him from acting
as an investment advisor, underwriter, broker or dealer in the securities
industry, or as an affiliated person, director or employee of an investment
company, bank, savings and loan association, or insurance company or from
engaging in or continuing any conduct or practice in connection with any such
activity or in connection with the purchase or sale of any
securities.
Mr.
Giannopoulos has not been convicted in any criminal proceeding (excluding
traffic violations) nor is he subject of any currently pending criminal
proceeding.
21
EXECUTIVE
COMPENSATION
MANAGEMENT
COMPENSATION
The
following tables set forth certain information about compensation paid, earned
or accrued for services by our President and Chief Executive Officer, and
Secretary and all other executive officers (collectively, the “Named Executive
Officers”) from inception on August 7, 2009 until November 30,
2009:
Summary
Compensation Table
Name and
Principal
Position
|
Year
|
Salary
($)
|
Bonus
($)
|
Stock
Awards
($)
|
Option
Awards
($)
|
Non-Equity
Incentive Plan
Compensation
($)
|
Nonqualified
Deferred
Compensation
($)
|
All Other
Compensation
($)
|
Total
($)
|
|||||||||||||||||||||||||
Aris
Giannopoulos,
President
and Chief
Executive
Officer, and
Secretary
|
August
7, 2009 to November 30, 2009
|
-0- | -0- | $ | 8,000 | (1) | -0- | -0- | -0- | -0- | $ | 8,000 |
(1)
|
Pursuant to a Stock Subscription
Agreement dated August 28, 2009, Mr. Giannopoulos agreed to act as our
President and Chief Executive Officer, and Chairman of the Board of
Directors, for a term of one year beginning September 1, 2009, in exchange
for 8,000,000 shares of common
stock.
|
There are
no current employment agreements between the company and its
officers.
Pursuant
to a Stock Subscription Agreement dated August 28, 2009, Mr. Giannopoulos agreed
to act as our President and Chief Executive Officer, and Chairman of the Board
of Directors, for a term of one year beginning September 1, 2009, in exchange
for 8,000,000 shares of common stock. The terms of this stock
issuance was as fair to the Company, in the opinion of the board of directors,
as if it could have been made with an unaffiliated third party. Mr.
Giannopoulos currently has no agreement with the Company.
Mr.
Giannopoulos currently devotes approximately five hours per week to manage the
affairs of the company. He has agreed to work with no remuneration until such
time as the company receives sufficient revenues necessary to provide management
salaries. At this time, we cannot accurately estimate when sufficient
revenues will occur to implement this compensation, or what the amount of the
compensation will be.
There are
no annuity, pension or retirement benefits proposed to be paid to the officer or
director or employees in the event of retirement at normal retirement date
pursuant to any presently existing plan provided or contributed to by the
company or any of its subsidiaries, if any.
Director
Compensation
The
following table sets forth director compensation as of November 30,
2009:
Name
|
Fees
Earned
or Paid
in Cash
($)
|
Stock
Awards
($)
|
Option
Awards
($)
|
Non-Equity
Incentive Plan
Compensation
($)
|
Nonqualified
Deferred
Compensation
Earnings
($)
|
All Other
Compensation
($)
|
Total
($)
|
|||||||||||||||||||||
Aris
Giannopoulos
|
-0- | 8,000 | (1) | -0- | -0- | -0- | -0- | 8,000 |
22
Pursuant to a Stock
Subscription Agreement dated August 28, 2009, Mr. Giannopoulos agreed to
act as our President and Chief Executive Officer, and Chairman of the
Board of Directors, for a term of one year beginning September 1, 2009, in
exchange for 8,000,000 shares of common stock. The
Company and Mr. Giannopoulos agreed on a compensation amount of $8,000 for
one year, and to pay such amount in shares of common stock at a par value
of $0.001. A value of $0.001 was assumed because the Company
was just beginning to commence its operations as a business and should not
issue shares of common stock for less than par
value.
|
CERTAIN
RELATIONSHIPS AND RELATED TRANSACTIONS
Aris
Giannopoulos will not be paid for any underwriting services that he performs on
our behalf with respect to this offering.
On
September 1, 2009, Omega Water made a Promissory Note, with no term, in the
principal amount of $10,000 to Lee Giannopoulos, who is the son of Aris
Giannopoulos, our President and Chief Executive Officer, and Chairman of the
Board of Directors, to evidence $10,000 Lee Giannopoulos has lent the
Company. The $10,000 principal amount underlying the Promissory
Note is payable upon demand by Lee Giannopoulos, accrues interest at the
rate of 12% per annum and is convertible into shares of common stock at a rate
of $.10 per share. As of November 30, 2009, $296 in accrued interest
is due Mr. Giannopoulos under the Promissory Note. The terms of the
issuance of this promissory was as fair to the Company, in the opinion of the
board of directors, as if it could have been made with an unaffiliated third
party. Repayment of this loan will not come from any funds raised in this
offering.
SECURITY
OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The
following table sets forth certain information concerning the number of shares
of our common stock owned beneficially as of November 1, 2009 by: (i) each
person (including any group) known to us to own more than five percent (5%) of
any class of our voting securities, (ii) our director, and or (iii) our
officer. Unless otherwise indicated, the stockholder listed possesses
sole voting and investment power with respect to the shares shown.
Title of Class
|
Name and Address of
Beneficial Owner
|
Amount and Nature of
Beneficial Ownership
|
Percentage
|
|||||
Common
Stock
|
Aris
Giannopoulos
10624
South Eastern Ave Suite A -786
Henderson,
Nevada 89052
|
8,000,000
shares of common stock (direct)
|
100 | % |
(1) A
beneficial owner of a security includes any person who, directly or indirectly,
through any contract, arrangement, understanding, relationship, or otherwise has
or shares: (i) voting power, which includes the power to vote, or to direct the
voting of shares; and (ii) investment power, which includes the power to dispose
or direct the disposition of shares. Certain shares may be deemed to be
beneficially owned by more than one person (if, for example, persons share the
power to vote or the power to dispose of the shares). In addition,
shares are deemed to be beneficially owned by a person if the person has the
right to acquire the shares (for example, upon exercise of an option) within 60
days of the date as of which the information is provided. In
computing the percentage ownership of any person, the amount of shares
outstanding is deemed to include the amount of shares beneficially owned by such
person (and only such person) by reason of these acquisition
rights. As a result, the percentage of outstanding shares of any
person as shown in this table does not necessarily reflect the person’s actual
ownership or voting power with respect to the number of shares of common stock
actually outstanding on November 30, 2009. As of November 30,
2009, there were 8,000,000 shares of our common stock issued and
outstanding.
PLAN
OF DISTRIBUTION
Omega
Water Corp. has 8,000,000 common shares of common stock issued and outstanding
as of the date of this prospectus. The Company is registering an
additional of 1,000,000 shares of its common stock for sale at the price of
$0.10 per share. There is no arrangement to address the possible effect of the
offering on the price of the stock.
23
Omega
Water will receive all proceeds from the sale of the 1,000,000 shares being
offered. The price per share is fixed at $0.10 for the duration of this
offering. Although our common stock is not listed on a public
exchange or quoted over-the-counter, we intend to seek to have our shares of
common stock quoted on the Over-the Counter Bulletin Board. In order to be
quoted on the OTC Bulletin Board, a market maker must file an application on our
behalf in order to make a market for our common stock. There can be no assurance
that a market maker will agree to file the necessary documents with FINRA, nor
can there be any assurance that such an application for quotation will be
approved.
The
Company’s shares may be sold to purchasers from time to time directly by and
subject to the discretion of the Company. Further, the Company will not offer
its shares for sale through underwriters, dealers, agents or anyone who may
receive compensation in the form of underwriting discounts, concessions or
commissions from the Company and/or the purchasers of the shares for whom they
may act as agents. The shares of common stock sold by the Company may be
occasionally sold in one or more transactions; all shares sold under this
prospectus will be sold at a fixed price of $0.10 per share.
In order
to comply with the applicable securities laws of certain states, the securities
will be offered or sold in those only if they have been registered or qualified
for sale; an exemption from such registration or if qualification requirement is
available and with which Omega Water has complied.
In
addition and without limiting the foregoing, the Company will be subject to
applicable provisions, rules and regulations under the Exchange Act with regard
to security transactions during the period of time when this Registration
Statement is effective.
Omega
Water will pay all expenses incidental to the registration of the shares
(including registration pursuant to the securities laws of certain
states).
DESCRIPTION
OF SECURITIES
GENERAL
There is
no established public trading market for our common stock. Our authorized
capital stock consists of 100,000,000 shares of common stock, with $0.001 par
value per share, and 25,000,000 shares of “blank check” preferred stock, with no
par value. As of April 1, 2010, there were 8,000,000 shares of our common
stock issued and outstanding that were held by one registered stockholder of
record, and no shares of preferred stock issued and outstanding.
COMMON
STOCK
The
following is a summary of the material rights and restrictions associated with
our common stock. This description does not purport to be a complete description
of all of the rights of our stockholders and is subject to, and qualified in its
entirety by, the provisions of our most current Articles of Incorporation and
Bylaws, which are included as exhibits to this Registration
Statement.
24
Our
Bylaws provide that at all meetings of the stockholders for the election of
directors, a plurality of the votes cast shall be sufficient to
elect.
On all
other matters, except as otherwise required by Nevada law or the Articles of
Incorporation, a majority of the votes cast at a meeting of the stockholders
shall be necessary to authorize any corporate action to be taken by vote of the
stockholders.
A
“plurality” means the excess of the votes cast for one candidate over any
other. When there are more than two competitors for the same office,
the person who receives the greatest number of votes has a
plurality.
Please
refer to the Company’s Articles of Incorporation, Bylaws and the applicable
statutes of the State of Nevada for a more complete description of the rights
and liabilities of holders of the Company’s securities.
BLANK
CHECK PREFERRED STOCK
The
following is a summary of the material rights and restrictions associated with
our preferred stock. This description does not purport to be a complete
description of all of the rights of our stockholders and is subject to, and
qualified in its entirety by, the provisions of our most current Articles of
Incorporation and Bylaws, which are included as exhibits to this Registration
Statement.
Our Board
of Directors is authorized to determine or alter any or all of the rights,
preferences, privileges and restrictions granted to or imposed upon any wholly
unissued series of preferred stock and, within the limitations or restrictions
stated in any resolution or resolutions of the Board of Directors originally
fixing the number of shares constituting any series, to increase or decrease
(but not below the number of shares of any such series then outstanding) the
number of shares comprising any such series subsequent to the issue of shares of
that series, to set the designation of any series, and to provide for rights and
terms of redemption, conversion, dividends, voting rights, and liquidation
preferences of the shares of any such series.
NEVADA
ANTI-TAKEOVER LAWS
The
Nevada Business Corporation Law contains a provision governing “Acquisition of
Controlling Interest.” This law provides generally that any person or
entity that acquires 20% or more of the outstanding voting shares of a
publicly-held Nevada corporation in the secondary public or private market may
be denied voting rights with respect to the acquired shares, unless a majority
of the disinterested stockholders of the corporation elects to restore such
voting rights in whole or in part. The control share acquisition act
provides that a person or entity acquires “control shares” whenever it acquires
shares that, but for the operation of the control share acquisition act, would
bring its voting power within any of the following three ranges: (1) 20 to 33
1/3%, (2) 33 1/3 to 50%, or (3) more than 50%. A “control share
acquisition” is generally defined as the direct or indirect acquisition of
either ownership or voting power associated with issued and outstanding control
shares. The stockholders or board of directors of a corporation may elect
to exempt the stock of the corporation from the provisions of the control share
acquisition act through adoption of a provision to that effect in the Articles
of Incorporation or Bylaws of the corporation. Our Articles of
Incorporation and Bylaws do not exempt our common stock from the control share
acquisition act. The control share acquisition act is applicable only to
shares of “Issuing Corporations” as defined by the act. An Issuing
Corporation is a Nevada corporation, which; (1) has 200 or more stockholders,
with at least 100 of such stockholders being both stockholders of record and
residents of Nevada; and (2) does business in Nevada directly or through an
affiliated corporation.
25
The
Nevada “Combination with Interested Stockholders Statute” may also have an
effect of delaying or making it more difficult to effect a change in control of
the Company. This statute prevents an “interested stockholder” and a resident
domestic Nevada corporation from entering into a “combination,” unless certain
conditions are met. The statute defines “combination” to include any
merger or consolidation with an “interested stockholder,” or any sale, lease,
exchange, mortgage, pledge, transfer or other disposition, in one transaction or
a series of transactions with an “interested stockholder” having; (1) an
aggregate market value equal to 5 percent or more of the aggregate market value
of the assets of the corporation; (2) an aggregate market value equal to 5
percent or more of the aggregate market value of all outstanding shares of the
corporation; or (3) representing 10 percent or more of the earning power or net
income of the corporation. An “interested stockholder” means the
beneficial owner of 10 percent or more of the voting shares of a resident
domestic corporation, or an affiliate or associate thereof. A corporation
affected by the statute may not engage in a “combination” within three years
after the interested stockholder acquires its shares unless the combination or
purchase is approved by the board of directors before the interested stockholder
acquired such shares. If approval is not obtained, then after the
expiration of the three-year period, the business combination may be consummated
with the approval of the board of directors or a majority of the voting power
held by disinterested stockholders, or if the consideration to be paid by the
interested stockholder is at least equal to the highest of: (1) the highest
price per share paid by the interested stockholder within the three years
immediately preceding the date of the announcement of the combination or in the
transaction in which he became an interested stockholder, whichever is higher;
(2) the market value per common share on the date of announcement of the
combination or the date the interested stockholder acquired the shares,
whichever is higher; or (3) if higher for the holders of preferred stock, the
highest liquidation value of the preferred stock. The effect of Nevada's
business combination law is to potentially discourage parties interested in
taking control of Omega Water Corp. from doing so if it cannot obtain the
approval of our board of directors.
RULE
144 AND REGISTRATION AGREEMENTS
All
8,00,000 shares of our issued and outstanding shares of our common stock are
“restricted securities” under Rule 144, promulgated pursuant to the Securities
Act of 1933, as amended, but none of those 8,000,000 shares can be resold under
Rule 144 or are subject to any registration agreement.
DIVIDEND
POLICY
We have
never declared or paid any cash dividends on our common stock. We currently
intend to retain future earnings, if any, to finance the expansion of our
business. As a result, we do not anticipate paying any cash dividends in the
foreseeable future.
INDEMNIFICATION
FOR SECURITIES ACT LIABILITIES
Our
Articles of Incorporation provide that we will indemnify an officer, director,
or former officer or director, to the full extent permitted by law. We have been
advised that, in the opinion of the SEC, indemnification for liabilities arising
under the Securities Act is against public policy as expressed in the Securities
Act, and is, therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than the payment of expenses
incurred or paid by a director, officer or controlling person in the successful
defense of any action, suit or proceeding) is asserted by one of our director,
officers, or controlling persons in connection with the securities being
registered, we will, unless in the opinion of our legal counsel the matter has
been settled by controlling precedent, submit the question of whether such
indemnification is against public policy to a court of appropriate jurisdiction.
We will then be governed by the court’s decision.
LEGAL
MATTERS
No expert
or counsel named in this prospectus as having prepared or certified any part of
this prospectus or having given an opinion upon the validity of the securities
being registered or upon other legal matters in connection with the registration
or offering of the common stock was employed on a contingency basis, or had, or
is to receive, in connection with the offering, a substantial interest, direct
or indirect, in our company or any of its parents or subsidiaries. Nor was any
such person connected with our company or any of its parents or subsidiaries as
a promoter, managing or principal underwriter, voting trustee, director,
officer, or employee.
26
No expert
or counsel named in this prospectus as having prepared or certified any part of
this Prospectus or having given an opinion upon the validity of the securities
being registered or upon other legal matters in connection with the registration
or offering of the common stock was employed on a contingency basis, or had, or
is to receive, in connection with the offering, a substantial interest exceeding
$50,000, directly or indirectly, in the Company or any of its parents or
subsidiaries. Nor was any such person connected with Omega Water
Corp. or any of its parents or subsidiaries as a promoter, managing or principal
underwriter, voting trustee, director, officer, or employee.
EXPERTS
The Law
Offices of Thomas E. Puzzo, PLLC., has rendered an opinion with respect to the
validity of the shares of common stock covered by this prospectus .
Chang G.
Park, CPA, our independent registered public accountant, has audited our
financial statements included in this prospectus and registration statement to
the extent and for the periods set forth in their audit report. Chang G. Park,
CPA has presented its report with respect to our audited financial
statements.
AVAILABLE
INFORMATION
We have
not previously been required to comply with the reporting requirements of the
Securities Exchange Act. We have filed with the SEC a registration statement on
Form S-1 to register the securities offered by this prospectus. For future
information about us and the securities offered under this prospectus, you may
refer to the registration statement and to the exhibits filed as a part of the
registration statement. In addition, after the effective date of this
prospectus, we will be required to file annual, quarterly and current reports,
or other information with the SEC as provided by the Securities Exchange
Act. You may read and copy any reports, statements or other
information we file at the SEC’s public reference facility maintained by the SEC
at 100 F Street, N.E., Washington, D.C. 20549. You can request copies of these
documents, upon payment of a duplicating fee, by writing to the
SEC. Please call the SEC at 1-800-SEC-0330 for further information on
the operation of the public reference room. Our SEC filings are also
available to the public through the SEC Internet site at
www.sec.gov.
FINANCIAL
STATEMENTS
The
financial statements of Omega Water Corp. for the period ended
November 30, 2009, and related notes, included in this prospectus have been
audited by Chang G. Park, CPA, and have been so included in reliance upon the
opinion of such accountants given upon their authority as an expert in auditing
and accounting.
CHANGES
IN AND DISAGREEMENTS WITH ACCOUNTANTS ON
ACCOUNTING
AND FINANCIAL DISCLOSURE
We have
had no changes in or disagreements with our independent registered public
accountant.
27
OMEGA
WATER CORP.
INDEX
TO FINANCIAL STATEMENTS
Report
of Independent Registered Public Accounting Firm
|
F-2
|
Financial
Statements
|
F-3
|
Balance
Sheet – November 30, 2009 (restated)
|
F-3
|
Statement
of Operations – August 7, 2009 through November 30,
2009
|
F-4
|
Statement
of Stockholders’ Equity (Deficit) – August 7, 2009 through November 30,
2009 (restated)
|
F-5
|
Statement
of Cash Flows – August 7, 2009 through November 30,
2009
|
F-6
|
Notes
to Financial Statements
|
F-7
|
Financial
Statements for the second quarter ended May 31, 2010
(unaudited)
|
F-15
|
Balance
Sheets for the second quarter ended May 31, 2010
(unaudited)
|
F-15
|
Statements
of Operations for the second quarter ended May 31, 2010
(unaudited)
|
F-16
|
Statements
of Stockholders’ Equity (Deficit) for the second quarter ended May 31,
2010 (unaudited)
|
F-17
|
Statements
of Cash Flows for the second quarter ended May 31, 2010
(unaudited)
|
F-18
|
Notes
to Financial Statements for the second quarter ended May 31, 2010
(unaudited)
|
F-19
|
F-1
Chang
G. Park, CPA, Ph. D.
♦ 2667 CAMINO
DEL RIO SOUTH PLAZA B ♦ SAN DIEGO ♦ CALIFORNIA 92128♦
♦ TELEPHONE
(858)722-5953 ♦ FAX (858) 761-0341 ♦ FAX (858) 764-5480
♦ E-MAIL changgpark@gmail.com ♦
Report of
Independent Registered Public Accounting Firm
To
the Board of Directors and Stockholders
Omega
Water Corp.
(A
Development Stage Company)
We have
audited the accompanying balance sheet of Omega Water Corp. (the Development
Stage “Company”) as of November 30, 2009 and the related statement of operation,
changes in shareholders’ equity and cash flow for the period from August 7, 2009
(inception) through November 30, 2009. These financial statements are the
responsibility of the Company’s management. Our responsibility is to
express an opinion on these financial statements based on our
audits.
We
conducted our audit in accordance with the standards of the Public Company
Accounting Oversight Board (United States). Those standards require
that we plan and perform the audit to obtain reasonable assurance about whether
the financial statements are free of material misstatement. An audit
includes examining, on a test basis, evidence supporting the amounts and
disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement
presentation. We believe that our audit provides a reasonable basis
for our opinion.
In our
opinion, the financial statements referred to above present fairly, in all
material respects, the financial position of Omega Water Corp. as of November
30, 2009, and the result of its operation and its cash flow for the period from
August 7, 2009 (inception) to November 30, 2009 in conformity with U.S.
generally accepted accounting principles.
The
financial statements have been prepared assuming that the Company will continue
as a going concern. As discussed in Note 2 to the financial
statements, the Company’s losses from operations and no operation raise
substantial doubt about its ability to continue as a going
concern. The financial statements do not include any adjustments that
might result from the outcome of this uncertainty.
/s/Chang
Park
|
|
CHANG
G. PARK, CPA
|
December
21, 2009, except for Note 8, as to which date is March 25, 2010
San
Diego, CA. 91910
F-2
OMEGA
WATER CORP.
(A
Development Stage Company)
BALANCE
SHEET
November 30, 2009
|
||||
(Restated)
|
||||
ASSETS
|
||||
CURRENT
ASSETS
|
||||
Cash
|
$ | 5,000 | ||
TOTAL
CURRENT ASSETS
|
$ | 5,000 | ||
TOTAL
ASSETS
|
$ | 5,000 | ||
LIABILITIES
AND STOCKHOLDERS EQUITY (DEFICIT)
|
||||
CURRENT
LIABILITIES
|
||||
Convertible
note to related party
|
$ | 10,296 | ||
TOTAL
CURRENT LIABILITIES
|
$ | 10,296 | ||
STOCKHOLDER’S
EQUITY (DEFICIT)
|
||||
Capital
stock (Note 4)
|
||||
Authorized
|
||||
100,000,000
shares of common stock, $0.001par value;
25,000,000
shares of preferred stock , $0.001par value
|
||||
Issued
and outstanding
|
||||
8,000,000
shares of common stock
|
8,000 | |||
no
shares of preferred stock
|
- | |||
Deferred
compensation
|
(6,667 | ) | ||
Deficit
accumulated during the development stage
|
(6,629 | ) | ||
Total
stockholder’s equity (deficit)
|
$ | (5,296 | ) | |
Total
Liabilities and Stockholder’s Equity
|
$ | 5,000 |
The
accompanying notes are an integral part of these financial
statements
F-3
OMEGA
WATER CORP.
(A
Development Stage Company)
STATEMENT
OF OPERATIONS
Cumulative results
of operations from
August 7, 2009
(date of inception)
to November 30,
2009
|
||||
EXPENSES
|
||||
Office
and general
|
$ | - | ||
Professional
fees
|
(5,000 | ) | ||
Service
fee
|
(1,333 | ) | ||
Totla
Expenses
|
(6,333 | ) | ||
Other
income (expense)
|
||||
Interest
expense
|
(296 | ) | ||
Total
other income (expense)
|
(296 | ) | ||
NET
LOSS
|
$ | (6,629 | ) | |
BASIC
AND DILUTED NET LOSS PER COMMON SHARE
|
$ | (0.00 | ) | |
WEIGHTED
AVERAGE NUMBER OF BASIC AND DILUTED COMMON SHARES
OUTSTANDING
|
6,275,862 |
The
accompanying notes are an integral part of these financial
statements
F-4
OMEGA
WATER CORP.
(A
Development Stage Company)
STATEMENT
OF STOCKHOLDERS’ EQUITY (DEFICIT) (Restated)
FROM
INCEPTION (August 7, 2009) TO FISCAL YEAR ENDED NOVEMBER 30, 2009
Common Stock
|
Deficit
Accumulated
During the
|
|||||||||||||||||||
Number of
shares
|
Amount
|
Deferred
Compensation
|
Development
Stage
|
Total
|
||||||||||||||||
Beginning
Balance, August 7, 2009
|
$ | - | $ | - | $ | - | $ | - | ||||||||||||
Common
stock issued for services September 1, 2009
|
8,000,000 | 8,000 | - | - | 8,000 | |||||||||||||||
Deferred
Compensation
|
(6,667 | ) | (6,667 | ) | ||||||||||||||||
Net
Loss for the period ended November 30, 2009
|
- | - | - | (6,629 | ) | (6,629 | ) | |||||||||||||
Balance,
November 30, 2009
|
8,000,000 | $ | 8,000 | $ | (6,667 | ) | $ | (6,629 | ) | $ | (5,296 | ) |
The
accompanying notes are an integral part of these financial
statements
F-5
OMEGA
WATER CORP.
(A
Development Stage Company)
STATEMENT
OF CASH FLOWS
August 7, 2009
(date of
inception) to
November 30,
2009
|
||||||||
CASH
FLOWS FROM OPERATING ACTIVITIES
|
||||||||
Net
loss
|
$ | (6,629 | ) | |||||
Adjustment
to reconcile net loss to net cash used in operating
activities
|
||||||||
Stock
issued for service
|
8,000 | |||||||
Change
in operating assets and liabilities:
|
||||||||
Increased
in deferred compensation
|
(6,667 | ) | ||||||
Increased
accrued interest
|
296 | |||||||
NET
CASH PROVIDED BY (USED IN) OPERATING ACTIVITIES
|
(5,000 | ) | ||||||
CASH
FLOWS FROM INVESTING ACTIVITIES
|
- | |||||||
CASH
FLOWS FROM FINANCING ACTIVITIES
|
||||||||
Proceeds
from sale of common stock
|
- | |||||||
Proceeds
from increase in due to related party
|
$ | 10,000 | ||||||
NET
CASH PROVIDED BY FINANCING ACTIVITIES
|
$ | 10,000 | ||||||
NET
INCREASE (DECREASE) IN CASH
|
$ | 5,000 | ||||||
CASH,
BEGINNING OF PERIOD
|
- | |||||||
CASH,
END OF PERIOD
|
$ | 5,000 | ||||||
Supplemental
cash flow information and noncash financing activities:
|
||||||||
Cash
paid for:
|
||||||||
Interest
|
$ | - | ||||||
Income
taxes
|
$ | - |
F-6
OMEGA
WATER CORP.
(A
Development Stage Company)
NOTES
TO THE FINANCIAL STATEMENTS
November
30, 2009
NOTE
1 – NATURE OF OPERATIONS AND BASIS OF PRESENTATION
Omega
Water Corp. (“Company”) was incorporated in the State of Nevada as a for-profit
Company on August 7, 2009 and established a fiscal year end of November 30. It
is a development-stage Company. The Company intends to bottle, market,
distribute and sell own brand of water, which is presently called “Omega Water.”
The Company currently has no product, but the Company intends to identify and
distinguish its prospective bottled water product as being negative ion infused
water infused and double cold filtered from Sierra Nevada mountain range spring
sources.
While the
Company entered into a Working Agreement, dated October 30, 2009, with Nevada
Bottling and Beverage Company, pursuant to which Nevada Bottling and Beverage
Company is obligated to bottle, label and package the Omega Water product for
the Company, we have not yet commenced any production or
activities.
Management
has evaluated subsequent events through December 18, 2009, the date the
financial statements were available to be issued.
NOTE
2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Basis
of Presentation
The
financial statements present the balance sheet, statements of operations,
stockholders' equity (deficit) and cash flows of the Company. These financial
statements are presented in United States dollars and have been prepared in
accordance with accounting principles generally accepted in the United
States.
Use
of Estimates and Assumptions
Preparation
of the financial statements in conformity with accounting principles generally
accepted in the United States requires management to make estimates and
assumptions that affect certain reported amounts and
disclosures. Accordingly, actual results could differ from those
estimates.
Income
Taxes
The
Company accounts for income taxes in accordance with ASC 740 “Income Taxes”,
previously SFAS No. 109. Under this method, deferred income taxes are
recognized for the estimated tax consequences in future years of differences
between the tax bases of assets and liabilities and their financial reporting
amounts and each year-end based on enacted tax laws and statutory rates
applicable to the periods in which the differences are expected to affect
taxable income. Valuation allowances are established to reduce deferred tax
assets to the amount expected to be realized when, in management’s opinion; it
is more likely than not that some portion of the deferred tax assets will not be
realized. The effect on deferred tax assets and liabilities of a
change in tax rates is recognized in income in the period that includes the date
of enactment or substantive enactment.
F-7
OMEGA
WATER CORP.
(A
Development Stage Company)
NOTES
TO THE FINANCIAL STATEMENTS
November
30, 2009
NOTE
2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)
Net
Loss per Share
The
Company reports earnings per share in accordance with the provisions of ASC 260
“Earnings Per Share”, previously SFAS No. 128. ASC 260 requires
presentation of basic and diluted earnings per share in conjunction with the
disclosure of the methodology used in computing such earnings per
share. Basic earnings per share excludes dilution and is computed by
dividing income available to common stockholders by the weighted average common
shares outstanding during the period. Diluted earnings per share
takes into account the potential dilution that could occur if securities or
other contracts to issue common stock were exercised and converted into common
stock using the treasury method. As the Company generated net losses in the
period presented, the basic and diluted loss per share is the same, as any
exercise of options or warrants would be anti-dilutive.
Foreign
Currency Translation
The
financial statements are presented in United States dollars. In
accordance with ASC 830, previously SFAS No. 52, "Foreign Currency Translation",
foreign denominated monetary assets and liabilities are translated to their
United States dollar equivalents using foreign exchange rates which prevailed at
the balance sheet date. Non-monetary assets and liabilities are
translated at exchange rates prevailing at the transaction date. Revenue and
expenses are translated at average rates of exchange during the periods
presented. Related translation adjustments are reported as a separate
component of stockholders’ equity (deficit), whereas gains or losses resulting
from foreign currency transactions are included in results of
operations
Stock-based
Compensation
The
Company has not adopted a stock option plan and has not granted any stock
options. Accordingly no stock-based compensation has been recorded to
date.
Share
Based Expenses
The
Company records stock-based compensation in accordance with ASC 718, Compensation – Stock Based
Compensation, using the fair value method. All transactions in which
goods or services are the consideration received for the issuance of equity
instruments are accounted for based on the fair value of the consideration
received or the fair value of the equity instrument issued, whichever is more
reliably measurable. Equity instruments issued to employees and the cost of the
services received as consideration are measured and recognized based on the fair
value of the equity instruments issued.
F-8
OMEGA
WATER CORP.
(A
Development Stage Company)
NOTES
TO THE FINANCIAL STATEMENTS
November
30, 2009
NOTE
2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)
Convertible
Debt
In
accordance with ASC 470-20 “Debt with Conversion and other options” the Company
evaluates debt securities (“Debt”) for beneficial conversion
features. A beneficial conversation feature is present when the
conversation price per share is less than the market value of the common stock
at the commitment date. The intrinsic value of the feature is then
measured as the difference between the conversion price and the market value
(the “Spread”) multiplied by the number of shares into which the Debt is
convertible and is recorded as debt discount with an offsetting amount
increasing additional paid-in-capital. The debt discount is accreted
to interest expense over the term of the Debt with any unamortized discount
recognized as interest expense upon conversion of the Debt. If a debt
security contains terms that change upon the occurrence of a future event the
incremental intrinsic value is measured as the additional number of issuable
shares multiplied by the commitment date market value and is recognized as
additional debt discount with an offsetting amount increasing additional
paid-in-capital upon the future event occurrence. The total intrinsic
value of the feature is limited to the proceeds allocated to the Debt
instrument.
Recent
Accounting Pronouncements
In June
2009, the FASB issued Accounting Standards Update ("ASU") No. 2009-01, Topic 105
—Generally Accepted Accounting Principles —amendments based on Statement of
Financial Accounting Standards No. 168, The FASB Accounting Standards
Codification and the Hierarchy of Generally Accepted Accounting Principles. This
ASU reflected the issuance of FASB Statement No. 168. This Accounting Standards
Update amends the FASB Accounting Standards Codification for the issuance of
FASB Statement No. 168, The FASB Accounting Standards CodificationTM and the
Hierarchy of Generally Accepted Accounting Principles. This Accounting Standards
Update includes Statement 168 in its entirety, including the accounting
standards update instructions contained in Appendix B of the Statement. The
Codification does not change current U.S. GAAP, but is intended to simplify user
access to all authoritative U.S. GAAP by providing all the authoritative
literature related to a particular topic in one place. The Codification is
effective for interim and annual periods ending after September 15, 2009, and as
of the effective date, all existing accounting standard documents will be
superseded. The Codification is effective for us in the fiscal year ended
November 30, 2009, and accordingly, our all subsequent public filings will
reference the Codification as the sole source of authoritative
literature.
In June
2009, the FASB issued Accounting Standards Update No. 2009-02, Omnibus
Update—Amendments to Various Topics for Technical Corrections. This omnibus ASU
detailed amendments to various topics for technical corrections. The adoption of
ASU 2009-02 will not have a material impact on our financial
statements.
In August
2009, the FASB issued Accounting Standards Update No. 2009-03, SEC Update —
Amendments to Various Topics Containing SEC Staff Accounting Bulletins. This ASU
updated cross-references to Codification text. The adoption of ASU 2009-03 will
not have a material impact on our financial statements.
F-9
OMEGA
WATER CORP.
(A
Development Stage Company)
NOTES
TO THE FINANCIAL STATEMENTS
November
30, 2009
NOTE
2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)
In August
2009, the FASB issued Accounting Standards Update No. 2009-04, Accounting for
Redeemable Equity Instruments — Amendment to Section 480-10-S99. This ASU
represents an update to Section 480-10-S99, Distinguishing Liabilities from
Equity, per Emerging Issues Task Force Topic D-98, "Classification and
Measurement of Redeemable Securities." The adoption of ASU 2009-04 will not have
a material impact on our financial statements.
In August
2009, the FASB issued Accounting Standards Update No. 2009-05, Fair Value
Measurements and Disclosures (Topic 820) — Measuring Liabilities at Fair Value.
This Accounting Standards Update amends Subtopic 820-10, Fair Value Measurements
and Disclosures. Overall, to provide guidance on the fair value
measurement of liabilities. The adoption of ASU 2009-05 is not expected to have
a material impact on our financial statements.
In
September 2009, the FASB issued Accounting Standards Update No. 2009-06,
Implementation Guidance on Accounting for Uncertainty in Income Taxes and
Disclosure Amendments for Nonpublic Entities. This Accounting Standards Update
provides additional implementation guidance on accounting for uncertainty in
income taxes and eliminates the disclosures required by paragraph
740-10-50-15(a) through (b) for nonpublic entities. The adoption of ASU 2009-06
will not have material impact on our financial statements.
In
September 2009, the FASB issued Accounting Standards Update No. 2009-07,
Technical Corrections to SEC Paragraphs. This Accounting Standards Update
corrected SEC paragraphs in response to comment letters. The adoption of ASU
2009-07 will not have material impact on our financial statements.
In
September 2009, the FASB issued Accounting Standards Update No. 2009-08,
Earnings Per Share Amendments to Section 260-10-S99. This Codification Update
represents technical corrections to Topic 260-10-S99, Earnings per Share, based
on EITF Topic D-53, Computation of Earnings Per Share for a Period that Includes
a Redemption or an Induced Conversion of a Portion of a Class of Preferred Stock
and EITF Topic D-42, The Effect of the Calculation of Earnings per Share for the
Redemption or Induced Conversion of Preferred Stock. The adoption of ASU 2009-08
will not have material impact on our financial statements.
In
September 2009, the FASB issued Accounting Standards Update No. 2009-09,
Accounting for Investments-Equity Method and Joint Ventures and Accounting for
Equity-Based Payments to Non-Employees. This Accounting Standards Update
represents a correction to Section 323-10-S99-4, Accounting by an Investor for
Stock-Based Compensation Granted to Employees of an Equity Method Investee.
Section 323-10-S99-4 was originally entered into the Codification incorrectly.
The adoption of ASU 2009-09 will not have material impact on our condensed
financial statements.
F-10
OMEGA
WATER CORP.
(A
Development Stage Company)
NOTES
TO THE FINANCIAL STATEMENTS
November
30, 2009
NOTE
2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)
In
September 2009, the FASB issued Accounting Standards Update No. 2009-10,
Financial Services-Brokers and Dealers: Investments-Other, Amendment to Subtopic
940-325. This Accounting Standards Update codifies the Observer comment in
paragraph 17 of EITF 02-3, Issues Involved in Accounting for Derivative
Contracts Held for Trading Purposes and Contracts Involved in Energy Trading and
Risk Management. The adoption of ASU 2009-10 will not have material impact on
our financial statements.
In
September 2009, the FASB issued Accounting Standards Update No. 2009-11,
Extractive Activities-Oil and Gas, Amendment to Section 932-10-S99. This
Accounting Standards Update represents a technical correction to the SEC
Observer comment in EITF 90-22, Accounting for Gas-Balancing Arrangements. The
adoption of ASU 2009-11 will not have material impact on our financial
statements.
In
September 2009, the FASB issued Accounting Standards Update No. 2009-12, Fair
Value Measurements and Disclosures (Topic 820), Investments in Certain Entities
that Calculate Net Asset Value per Share (or Its Equivalent). This Accounting
Standards Update amends Subtopic 820-10, Fair Value Measurements and
Disclosures. Overall, to provide guidance on the fair value
measurement of investments in certain entities that calculate net asset value
per share (or its equivalent). The adoption of ASU 2009-12 will not have
material impact on our condensed financial statements.
In June
2009, FASB issued Statement of Financial Accounting Standard ("SFAS") No. 168,
"The FASB Accounting Standards Codification(TM) and the Hierarchy of Generally
Accepted Accounting Principles—a replacement of FASB Statement No. 162."
Codification will become the source of authoritative U.S. generally accepted
accounting principles (GAAP) recognized by the FASB to be applied by
nongovernmental entities. Rules and interpretive releases of the Securities and
Exchange Commission (SEC) under authority of federal securities laws are also
sources of authoritative GAAP for SEC registrants. The Codification will
supersede all then-existing non-SEC accounting and reporting standards and all
other nongrandfathered non-SEC accounting literature not included in the
Codification will become nonauthoritative. This statement is effective for
financial statements issued for interim and annual periods ending after
September 15, 2009. The Company adopted this guidance in the year ended November
30, 2009.
F-11
OMEGA
WATER CORP.
(A
Development Stage Company)
NOTES
TO THE FINANCIAL STATEMENTS
November
30, 2009
NOTE
2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)
Going
concern
The
Company’s financial statements are prepared in accordance with generally
accepted accounting principles applicable to a going concern. This
contemplates the realization of assets and the liquidation of liabilities in the
normal course of business. Currently, the Company does not have
sufficient cash or material assets, and does not have operations or a source of
revenue sufficient to cover its operation costs giving substantial doubt for it
to continue as a going concern. The Company will be dependent upon
the raising of additional capital through placement of our common stock in order
to implement its business plan, or merge with an operating
company. There can be no assurance that the Company will be
successful in either situation in order to continue as a going
concern. The officers and directors have committed to advancing
certain operating costs of the Company.
The
ability of the Company to continue as a going concern is dependent on raising
capital to fund its business plan and ultimately to attain profitable
operations. Accordingly, these factors raise substantial doubt as to
the Company’s ability to continue as a going concern.
The
Company is funding its initial operations by way of loans from its President and
Chief Executive Officer, and Chairman of the Board of Directors. Mr.
Giannopoulos has verbally committed to advancing certain operating costs of the
Company.
Management
plans to raise additional funds through debt or equity offerings. Management's
current plan includes a Form S-1 registration statement with the U.S. Securities
and Exchange Commission of 1,000,000 shares for sale at $.10 per share to raise
capital of $100,000 to implement their business plan.
There is
no guarantee that the Company will be able to raise any capital through this or
any other offerings.
F-12
OMEGA
WATER CORP.
(A
Development Stage Company)
NOTES
TO THE FINANCIAL STATEMENTS
November
30, 2009
NOTE
3 - FAIR VALUE OF FINANCIAL INSTRUMENTS
In
accordance with the requirements of ASC 820 and 825, previously SFAS No. 107 and
SFAS No. 157, the Company has determined the estimated fair value of financial
instruments using available market information and appropriate valuation
methodologies. The fair value of financial instruments classified as
current assets or liabilities approximate their carrying value due to the
short-term maturity of the instruments.
NOTE
4 – CAPITAL STOCK
The
Company’s capitalization is 100,000,000 shares of common stock, with a par value
of $0.001per share, and 25,000,000 shares of preferred stock, with a par value
of $0.001. On August 28, 2009, the company issued 8,000,000 shares of
common stock to Aris Giannopoulos as compensation for his agreement to act as
President and Chief Executive Officer, and Chairman of the Board of Directors,
of the Corporation, for the term of one year. Company and Aris Giannopoulos
agreed compensation amounts of $8,000 for one year. No shares of preferred stock
have been issued.
As of
November 30, 2009, the Company has not granted any stock options and has not
recorded any stock-based compensation.
NOTE
5 – INCOME TAXES
We did
not provide any current or deferred U.S. federal income tax provision or benefit
for any of the periods presented because we have experienced operating losses
since inception. We provided a full valuation allowance on the net deferred tax
asset, consisting of net operating loss carry forwards, because management has
determined that it is more likely than not that we will not earn income
sufficient to realize the deferred tax assets during the carry forward
period.
The
components of the Company’s deferred tax asset as of November 30, 2009 are as
follows:
November 30, 2009
|
||||
Net
operating loss carry-forward
|
$ | 6,629 | ||
Effective
Tax Rate
|
35 | % | ||
Deferred
tax asset
|
$ | 2,320 | ||
Less:
Valuation Allowance
|
(2,320 | ) | ||
Net
deferred tax asset
|
$ | 0 |
The net
federal operating loss carry forward will start to be expired from
2029. This carry forward may be limited upon the consummation of a
business combination under IRC Section 381.
F-13
OMEGA
WATER CORP.
(A
Development Stage Company)
NOTES
TO THE FINANCIAL STATEMENTS
November
30, 2009
NOTE
6 – CONVERTIBLE NOTE TO RELATED PARTY
On
September 1, 2009, the Company issued a Promissory Note in the aggregate amount
of $10,000, which is convertible, at any time, into shares of common stock of
the Company at a rate of $0.10 per share to Lee Giannopoulos, a son of Aris
Giannopoulos, our President and Chief Executive Officer, Chairman of the Board
of Directors, and majority shareholder. The Company did not calculate
beneficial conversion features because conversion price is greater than stock
issuance price of the Company ($0.001). The note accrues interest at a rate of
12% per annum, has no term and is payable upon demand by the
holder. As of November 30, 2009, the accrued interest expense is
$296.
NOTE
7 – SUBSEQUENT EVENTS (unaudited)
In
accordance with ASC 855, Subsequent Events, the
Company has evaluated subsequent events through March 25, 2010, the date of
issuance of the financial statements. During this period, the Company did not
have any material recognizable subsequent events.
NOTE
8 – RESTATEMENT
The
accompanying financial statements of November 30, 2009 have been
restated.
The
Company issued 8,000,000 shares of common stock to Aris Giannopoulos for
compensation and recorded unearned compensation as prepaid expenses of $6,667
instead of deduction of equity. The company reclassified prepaid expenses to
deferred compensation in shareholders’ equity.
According
to this restatement, total assets decreased $5,000 from $11,167 and
shareholders’ equity decreased $(5,296) from $1,137. There are no
changes in net loss and loss per share.
The
following is a summary of the significant effects of the restatement on the
Balance Sheet.
Original
|
Adjusted
|
Restated
|
||||||||||
Assets
|
||||||||||||
Current
assets
|
11,667 | (6,667 | ) | 5,000 | ||||||||
Total
assets
|
11,667 | (6,667 | ) | 5,000 | ||||||||
Liabilities
and shareholders’ equity
|
||||||||||||
Total
liabilities
|
10,296 | 0 | 10,296 | |||||||||
Stockholders’
equity
|
||||||||||||
Capital
stock
|
8,000 | 0 | 8,000 | |||||||||
Deferred
compensation
|
0 | (6,667 | ) | (6,667 | ) | |||||||
Deficit
accoumulated
|
(6,629 | ) | 0 | (6,629 | ) | |||||||
Total
stockholders’ equity
|
1,371 | (6,667 | ) | (5,296 | ) | |||||||
Total
liabilities and stockholders’ equity
|
11,667 | (6,667 | ) | 5,000 |
F-14
OMEGA
WATER CORP.
(A
Development Stage Company)
BALANCE
SHEET
As
of May 31, 2010, and November 30, 2009
May 31, 2010
|
November 30, 2009
|
|||||||
(Unaudited)
|
||||||||
ASSETS
|
||||||||
CURRENT
ASSETS
|
||||||||
Cash
|
$ | 884 | $ | 5,000 | ||||
TOTAL
CURRENT ASSETS
|
884 | 5,000 | ||||||
TOTAL
ASSETS
|
$ | 884 | $ | 5,000 | ||||
LIABILITIES
AND STOCKHOLDERS EQUITY (DEFICIT)
|
||||||||
CURRENT
LIABILITIES
|
||||||||
Convertible
note to related party
|
$ | 11,896 | $ | 10,296 | ||||
TOTAL
CURRENT LIABILITIES
|
11,896 | 10,296 | ||||||
STOCKHOLDER’S
EQUITY (DEFICIT)
|
||||||||
Capital
stock
|
||||||||
Authorized
|
||||||||
100,000,000
shares of common stock, $0.001par value;
25,000,000
shares of preferred stock , $0.001par value
|
||||||||
Issued
and outstanding
|
||||||||
8,000,000
shares of common stock
|
8,000 | 8,000 | ||||||
no
shares of preferred stock
|
- | - | ||||||
Deferred
compensation
|
(2,667 | ) | (6,667 | ) | ||||
Deficit
accounulated during the development stage
|
(16,345 | ) | (6,629 | ) | ||||
Total
stockholder’s equity (deficit)
|
(11,012 | ) | (5,296 | ) | ||||
Total
Liabilities and Stockholder’s Equity
|
$ | 884 | $ | 5,000 |
The
accompanying notes are an integral part of these financial
statements
F-15
OMEGA
WATER CORP.
(A
Development Stage Company)
STATEMENT
OF OPERATIONS
For
the Three Months and six months ended May 31, 2010, and for the
period
from
August 7, 2009 (Inception) to May 31, 2010
Cumulative results
|
||||||||||||
of operations from
|
||||||||||||
Six months
|
Three months
|
August 7, 2009
|
||||||||||
ended
|
ended
|
(Inception) to May 31,
|
||||||||||
May 31, 2010
|
May 31, 2010
|
2010
|
||||||||||
INCOME
|
$ | - | $ | - | $ | - | ||||||
EXPENSES
|
||||||||||||
Office
and general
|
- | - | ||||||||||
Professional
fees
|
(3,300 | ) | - | (8,300 | ) | |||||||
Service
fee
|
(4,000 | ) | (2,000 | ) | (5,333 | ) | ||||||
Filing
Fee
|
(1,816 | ) | (864 | ) | (1,816 | ) | ||||||
Total
Expenses
|
(9,116 | ) | (2,864 | ) | (15,449 | ) | ||||||
Other
income (expense)
|
||||||||||||
Interest
expense
|
(600 | ) | (300 | ) | (896 | ) | ||||||
Total
other income (expense)
|
(600 | ) | (300 | ) | (896 | ) | ||||||
NET
LOSS
|
$ | (9,716 | ) | $ | (3,164 | ) | $ | (16,345 | ) | |||
BASIC
AND DILUTED NET LOSS PER COMMON SHARE
|
$ | (0.00 | ) | $ | (0.00 | ) | ||||||
WEIGHTED
AVERAGE NUMBER OF BASIC AND DILUTED COMMON SHARES
OUTSTANDING
|
8,000,000 | 8,000,000 |
The
accompanying notes are an integral part of these financial
statements
F-16
OMEGA
WATER CORP.
(A
Development Stage Company)
STATEMENT
OF STOCKHOLDERS’ EQUITY (DEFICIT)
For
the period for August 7, 2009 (inception) to May 31, 2010
(unaudited)
Deficit
|
||||||||||||||||||||
Accunulated
|
||||||||||||||||||||
Common Stock
|
During the
|
|||||||||||||||||||
Number of
|
Deferred
|
Development
|
||||||||||||||||||
shares
|
Amount
|
Compensation
|
Stage
|
Total
|
||||||||||||||||
Beginning
Balance, August 7, 2009
|
- | $ | - | $ | - | $ | - | $ | - | |||||||||||
|
||||||||||||||||||||
Common
stock issued for services August 28, 2009
|
8,000,000 | 8,000 | - | 8,000 | ||||||||||||||||
Deferred
Compensation
|
(6,667 | ) | (6,667 | ) | ||||||||||||||||
Net
Loss for the period ended November 30,
2009
|
(6,629 | ) | (6,629 | ) | ||||||||||||||||
Balance,
November 30, 2009
|
8,000,000 | 8,000 | (6,667 | ) | (6,629 | ) | (5,296 | ) | ||||||||||||
Amortized
deferred compensation
|
4,000 | 4,000 | ||||||||||||||||||
Net Loss
for the period ended May 31, 2010
|
(9,716 | ) | (9,716 | ) | ||||||||||||||||
Balance,
May 31, 2010
|
8,000,000 | $ | 8,000 | $ | (2,667 | ) | $ | (16,345 | ) | $ | (11,012 | ) |
The
accompanying notes are an integral part of these financial
statements
F-17
OMEGA
WATER CORP.
(A
Development Stage Company)
STATEMENT
OF CASH FLOWS
For
the six months ended May 31, 2010, and for the period
from
August 7, 2009 (Inception) to May 31, 2010
Cumulative results
|
||||||||
Six months
|
of operations from
|
|||||||
ended
|
August 7, 2009
|
|||||||
May 31, 2010
|
May 31, 2010
|
|||||||
CASH
FLOWS FROM OPERATING ACTIVITIES
|
||||||||
Net
Loss
|
$ | (9,716 | ) | $ | (16,345 | ) | ||
Adjustment
to reconcile net loss to net cash provided by (used in) operating
activities
|
||||||||
Stock
issued for service
|
- | 8,000 | ||||||
Change
in operating assets and liabilities:
|
||||||||
Decreased
(Increased) in deferred compensation
|
4,000 | (2,667 | ) | |||||
Accounts
payable
|
- | - | ||||||
Increased
accrued interest
|
600 | 896 | ||||||
Cash
(used) in operating activities
|
(5,116 | ) | (10,116 | ) | ||||
CASH
FLOWS FROM INVESTING ACTIVITIES
|
- | - | ||||||
CASH
FLOWS FROM FINANCING ACTIVITIES
|
||||||||
Proceeds
from increase in convertible note to related party
|
1,000 | 11,000 | ||||||
Proceeds
from sale of common stock
|
- | - | ||||||
NET
CASH PROVIDED BY FINANCING ACTIVITIES
|
1,000 | 11,000 | ||||||
NET
INCREASE (DECREASE) IN CASH
|
(4,116 | ) | 884 | |||||
CASH,
BEGINNING OF PERIOD
|
5,000 | - | ||||||
CASH,
END OF PERIOD
|
$ | 884 | $ | 884 | ||||
Supplemental
cash flow information and noncash financing activities:
|
||||||||
Cash
paid for:
|
||||||||
Interest
|
$ | - | $ | - | ||||
Income
taxes
|
$ | - | $ | - |
F-18
OMEGA
WATER CORP.
(A
Development Stage Company)
NOTES
TO THE FINANCIAL STATEMENTS
May
31, 2010
NOTE
1 – NATURE OF OPERATIONS AND BASIS OF PRESENTATION
Omega
Water Corp. (“Company”) was incorporated in the State of Nevada as a for-profit
Company on August 7, 2009 and established a fiscal year end of November 30. It
is a development-stage Company. The Company intends to bottle, market,
distribute and sell own brand of water, which is presently called “Omega Water.”
The Company currently has no product, but the Company intends to identify and
distinguish its prospective bottled water product as being negative ion infused
water infused and double cold filtered from Sierra Nevada mountain range spring
sources.
While the
Company entered into a Working Agreement, dated October 30, 2009, with Nevada
Bottling and Beverage Company, pursuant to which Nevada Bottling and Beverage
Company is obligated to bottle, label and package the Omega Water product for
the Company, we have not yet commenced any production or
activities.
Management
has evaluated subsequent events through August 3, 2010, the date the financial
statements were issued.
NOTE
2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Basis
of Presentation
The
financial statements present the balance sheet, statements of operations,
stockholders' equity (deficit) and cash flows of the Company. These financial
statements are presented in United States dollars and have been prepared in
accordance with accounting principles generally accepted in the United
States.
Use
of Estimates and Assumptions
Preparation
of the financial statements in conformity with accounting principles generally
accepted in the United States requires management to make estimates and
assumptions that affect certain reported amounts and disclosures.
Accordingly, actual results could differ from those estimates.
Income
Taxes
The
Company accounts for income taxes in accordance with ASC 740 “Income Taxes”,
previously SFAS No. 109. Under this method, deferred income taxes are
recognized for the estimated tax consequences in future years of differences
between the tax bases of assets and liabilities and their financial reporting
amounts and each year-end based on enacted tax laws and statutory rates
applicable to the periods in which the differences are expected to affect
taxable income. Valuation allowances are established to reduce deferred tax
assets to the amount expected to be realized when, in management’s opinion; it
is more likely than not that some portion of the deferred tax assets will not be
realized. The effect on deferred tax assets and liabilities of a change in
tax rates is recognized in income in the period that includes the date of
enactment or substantive enactment.
F-19
OMEGA
WATER CORP.
(A
Development Stage Company)
Net
Loss per Share
The
Company reports earnings per share in accordance with the provisions of ASC 260
“Earnings Per Share”, previously SFAS No. 128. ASC 260 requires
presentation of basic and diluted earnings per share in conjunction with the
disclosure of the methodology used in computing such earnings per share.
Basic earnings per share excludes dilution and is computed by dividing income
available to common stockholders by the weighted average common shares
outstanding during the period. Diluted earnings per share takes into
account the potential dilution that could occur if securities or other contracts
to issue common stock were exercised and converted into common stock using the
treasury method. As the Company generated net losses in the period presented,
the basic and diluted loss per share is the same, as any exercise of options or
warrants would be anti-dilutive.
Stock-based
Compensation
The
Company has not adopted a stock option plan and has not granted any stock
options. Accordingly no stock-based compensation has been recorded to
date.
Share
Based Expenses
The
Company records stock-based compensation in accordance with ASC 718, Compensation – Stock Based
Compensation, using the fair value method. All transactions in which
goods or services are the consideration received for the issuance of equity
instruments are accounted for based on the fair value of the consideration
received or the fair value of the equity instrument issued, whichever is more
reliably measurable. Equity instruments issued to employees and the cost of the
services received as consideration are measured and recognized based on the fair
value of the equity instruments issued.
Convertible
Debt
In
accordance with ASC 470-20 “Debt with Conversion and other options” the Company
evaluates debt securities (“Debt”) for beneficial conversion features. A
beneficial conversation feature is present when the conversation price per share
is less than the market value of the common stock at the commitment date.
The intrinsic value of the feature is then measured as the difference between
the conversion price and the market value (the “Spread”) multiplied by the
number of shares into which the Debt is convertible and is recorded as debt
discount with an offsetting amount increasing additional paid-in-capital.
The debt discount is accreted to interest expense over the term of the Debt with
any unamortized discount recognized as interest expense upon conversion of the
Debt. If a debt security contains terms that change upon the occurrence of
a future event the incremental intrinsic value is measured as the additional
number of issuable shares multiplied by the commitment date market value and is
recognized as additional debt discount with an offsetting amount increasing
additional paid-in-capital upon the future event occurrence. The total
intrinsic value of the feature is limited to the proceeds allocated to the Debt
instrument.
F-20
OMEGA
WATER CORP.
(A
Development Stage Company)
Recent
Accounting Pronouncements
In June
2009, the FASB issued Accounting Standards Update ("ASU") No. 2009-01, Topic 105
—Generally Accepted Accounting Principles —amendments based on Statement of
Financial Accounting Standards No. 168, The FASB Accounting Standards
Codification and the Hierarchy of Generally Accepted Accounting Principles. This
ASU reflected the issuance of FASB Statement No. 168. This Accounting Standards
Update amends the FASB Accounting Standards Codification for the issuance of
FASB Statement No. 168, The FASB Accounting Standards CodificationTM and the
Hierarchy of Generally Accepted Accounting Principles. This Accounting Standards
Update includes Statement 168 in its entirety, including the accounting
standards update instructions contained in Appendix B of the Statement. The
Codification does not change current U.S. GAAP, but is intended to simplify user
access to all authoritative U.S. GAAP by providing all the authoritative
literature related to a particular topic in one place. The Codification is
effective for interim and annual periods ending after September 15, 2009, and as
of the effective date, all existing accounting standard documents will be
superseded. The Codification is effective for us in the fiscal year ended
November 30, 2009, and accordingly, our all subsequent public filings will
reference the Codification as the sole source of authoritative
literature.
In June
2009, the FASB issued Accounting Standards Update No. 2009-02, Omnibus
Update—Amendments to Various Topics for Technical Corrections. This omnibus ASU
detailed amendments to various topics for technical corrections. The adoption of
ASU 2009-02 will not have a material impact on our financial
statements.
In August
2009, the FASB issued Accounting Standards Update No. 2009-03, SEC Update —
Amendments to Various Topics Containing SEC Staff Accounting Bulletins. This ASU
updated cross-references to Codification text. The adoption of ASU 2009-03 will
not have a material impact on our financial statements.
In August
2009, the FASB issued Accounting Standards Update No. 2009-04, Accounting for
Redeemable Equity Instruments — Amendment to Section 480-10-S99. This ASU
represents an update to Section 480-10-S99, Distinguishing Liabilities from
Equity, per Emerging Issues Task Force Topic D-98, "Classification and
Measurement of Redeemable Securities." The adoption of ASU 2009-04 will not have
a material impact on our financial statements.
In August
2009, the FASB issued Accounting Standards Update No. 2009-05, Fair Value
Measurements and Disclosures (Topic 820) — Measuring Liabilities at Fair Value.
This Accounting Standards Update amends Subtopic 820-10, Fair Value Measurements
and Disclosures. Overall, to provide guidance on the fair value
measurement of liabilities. The adoption of ASU 2009-05 is not expected to have
a material impact on our financial statements.
In
September 2009, the FASB issued Accounting Standards Update No. 2009-07,
Technical Corrections to SEC Paragraphs. This Accounting Standards Update
corrected SEC paragraphs in response to comment letters. The adoption of ASU
2009-07 will not have material impact on our financial
statements.
F-21
OMEGA
WATER CORP.
(A
Development Stage Company)
In
September 2009, the FASB issued Accounting Standards Update No. 2009-09,
Accounting for Investments-Equity Method and Joint Ventures and Accounting for
Equity-Based Payments to Non-Employees. This Accounting Standards Update
represents a correction to Section 323-10-S99-4, Accounting by an Investor for
Stock-Based Compensation Granted to Employees of an Equity Method Investee.
Section 323-10-S99-4 was originally entered into the Codification incorrectly.
The adoption of ASU 2009-09 will not have material impact on our condensed
financial statements.
In
September 2009, the FASB issued Accounting Standards Update No. 2009-12, Fair
Value Measurements and Disclosures (Topic 820), Investments in Certain Entities
that Calculate Net Asset Value per Share (or Its Equivalent). This Accounting
Standards Update amends Subtopic 820-10, Fair Value Measurements and
Disclosures. Overall, to provide guidance on the fair value measurement of
investments in certain entities that calculate net asset value per share (or its
equivalent). The adoption of ASU 2009-12 will not have material impact on our
condensed financial statements.
In June
2009, FASB issued Statement of Financial Accounting Standard ("SFAS") No. 168,
"The FASB Accounting Standards Codification(TM) and the Hierarchy of Generally
Accepted Accounting Principles—a replacement of FASB Statement No. 162."
Codification will become the source of authoritative U.S. generally accepted
accounting principles (GAAP) recognized by the FASB to be applied by
nongovernmental entities. Rules and interpretive releases of the Securities and
Exchange Commission (SEC) under authority of federal securities laws are also
sources of authoritative GAAP for SEC registrants. The Codification will
supersede all then-existing non-SEC accounting and reporting standards and all
other nongrandfathered non-SEC accounting literature not included in the
Codification will become nonauthoritative. This statement is effective for
financial statements issued for interim and annual periods ending after
September 15, 2009. The Company adopted this guidance in the year ended November
30, 2009.
Going
concern
The
Company’s financial statements are prepared in accordance with generally
accepted accounting principles applicable to a going concern. This
contemplates the realization of assets and the liquidation of liabilities in the
normal course of business. Currently, the Company does not have sufficient
cash or material assets, and does not have operations or a source of revenue
sufficient to cover its operation costs giving substantial doubt for it to
continue as a going concern. The Company will be dependent upon the
raising of additional capital through placement of our common stock in order to
implement its business plan, or merge with an operating company. There can
be no assurance that the Company will be successful in either situation in order
to continue as a going concern. The officers and directors have committed
to advancing certain operating costs of the Company.
The
ability of the Company to continue as a going concern is dependent on raising
capital to fund its business plan and ultimately to attain profitable
operations. Accordingly, these factors raise substantial doubt as to the
Company’s ability to continue as a going concern.
F-22
OMEGA
WATER CORP.
(A
Development Stage Company)
The
Company is funding its initial operations by way of loans from its President and
Chief Executive Officer, and Chairman of the Board of Directors. Mr.
Giannopoulos has verbally committed to advancing certain operating costs of the
Company.
Management
plans to raise additional funds through debt or equity offerings. Management's
current plan includes a Form S-1 registration statement with the U.S. Securities
and Exchange Commission of 1,000,000 shares for sale at $.10 per share to raise
capital of $100,000 to implement their business plan.
There is
no guarantee that the Company will be able to raise any capital through this or
any other offerings.
NOTE
3 - FAIR VALUE OF FINANCIAL INSTRUMENTS
In
accordance with the requirements of ASC 820 and 825, previously SFAS No. 107 and
SFAS No. 157, the Company has determined the estimated fair value of financial
instruments using available market information and appropriate valuation
methodologies. The fair value of financial instruments classified as
current assets or liabilities approximate their carrying value due to the
short-term maturity of the instruments.
NOTE
4 – CAPITAL STOCK
The
Company’s capitalization is 100,000,000 shares of common stock, with a par value
of $0.001per share, and 25,000,000 shares of preferred stock, with a par value
of $0.001. On August 28, 2009, the company issued 8,000,000 shares of
common stock to Aris Giannopoulos as compensation for his agreement to act as
President and Chief Executive Officer, and Chairman of the Board of Directors,
of the Corporation, for the term of one year. Company and Aris Giannopoulos
agreed compensation amounts of $8,000 for one year. No shares of preferred stock
have been issued.
As of May
31, 2010, the Company has not granted any stock options and has not recorded any
stock-based compensation.
NOTE
5 – INCOME TAXES
We did
not provide any current or deferred U.S. federal income tax provision or benefit
for any of the periods presented because we have experienced operating losses
since inception. We provided a full valuation allowance on the net deferred tax
asset, consisting of net operating loss carry forwards, because management has
determined that it is more likely than not that we will not earn income
sufficient to realize the deferred tax assets during the carry forward
period.
The
components of the Company’s deferred tax asset as of May 31, 2010 are as
follows:
February 28, 2010
|
||||
Net
operating loss carry-forward
|
$ | (16,345 | ) | |
Effective
Tax Rate
|
35 | % | ||
Deferred
tax asset
|
5,721 | |||
Less:
Valuation Allowance
|
(5,721 | ) | ||
Net
deferred tax asset
|
$ | - |
F-23
OMEGA
WATER CORP.
(A
Development Stage Company)
The net
federal operating loss carry forward will start to be expired from 2029.
This carry forward may be limited upon the consummation of a business
combination under IRC Section 381.
NOTE
6 – CONVERTIBLE NOTE TO RELATED PARTY
On
September 1, 2009, the Company issued a Promissory Note in the aggregate amount
of $10,000, which is convertible, at any time, into shares of common stock of
the Company at a rate of $0.10 per share to Lee Giannopoulos, a son of Aris
Giannopoulos, our President and Chief Executive Officer, Chairman of the Board
of Directors, and majority shareholder. The Company did not calculate
beneficial conversion features because conversion price is greater than stock
issuance price of the Company ($0.001). The note accrues interest at a rate of
12% per annum, has no term and is payable upon demand by the
holder. As of May 31, 2010, the accrued interest expense is $896.
Effective May 31, 2010, this loan amount was increased by $1,000 and the note
was amended to reflect an additional $1,000 loaned at the same rate and with the
same terms as the original convertible note. Interest commences June 1,
2010.
F-24
INFORMATION
NOT REQUIRED IN THE PROSPECTUS
ITEM
13. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION
The
estimated costs of this offering are as follows:
Expenses
(1)
|
Amount
|
|||
SEC
Registration Fee
|
$ | 5.58 | ||
Legal
and Accounting Fees
|
$ | 8,000 | ||
Printing
|
$ | 500 | ||
Transfer Agent | $ | 1,500 | ||
TOTAL
|
$ | 10,005.58 |
(1) All
amounts are estimates, other than the SEC’s registration fee.
ITEM
14. INDEMNIFICATION OF DIRECTOR AND OFFICERS
Omega
Water Corp.’s Bylaws allow for the indemnification of the officer and/or
director in regards each such person carrying out the duties of his or her
office. The Board of Directors will make determination regarding the
indemnification of the director, officer or employee as is proper under the
circumstances if he has met the applicable standard of conduct set forth under
the Nevada Revised Statutes.
As to
indemnification for liabilities arising under the Securities Act of 1933, as
amended, for a director, officer and/or person controlling Omega Water Corp., we
have been informed that in the opinion of the Securities and Exchange Commission
such indemnification is against public policy and unenforceable.
ITEM
15. RECENT SALES OF UNREGISTERED SECURITIES
Set forth
below is information regarding the issuance and sales of securities without
registration since inception.
Pursuant
to a Stock Subscription Agreement dated August 28, 2009, Aris Giannopoulos
agreed to act as ours President and Chief Executive Officer, and Chairman of the
Board of Directors, for a term of one year beginning September 1, 2009, in
exchange for 8,000,000 shares of common stock. Omega Water Corp. made
the offer and sale in reliance on the exemption from registration afforded by
Section 4(2) to the Securities Act of 1933, as amended (the “Securities Act”),
on the basis that the securities were offered and sold in a non-public offering
to a “sophisticated investor” who had access to registration-type information
about the Company. No commission was paid in connection with the sale
of the shares.
On
September 1, 2009, Omega Water made a Promissory Note, with no term, in the
principal amount of $10,000 to Lee Giannopoulos, who is the son of Aris
Giannopoulos, our President and Chief Executive Officer, and Chairman of the
Board of Directors, to evidence $10,000 Lee Giannopoulos has lent the
Company. The $10,000 principal amount underlying the Promissory
Note is payable upon demand by Lee Giannopoulos, accrues interest at the
rate of 12% per annum and is convertible into shares of common stock at a rate
of $.10 per share. Omega Water Corp. made the offer and sale in
reliance on the exemption from registration afforded by Section 4(2) to the
Securities Act of 1933, as amended (the “Securities Act”), on the basis that the
securities were offered and sold in a non-public offering to a “sophisticated
investor” who had access to registration-type information about the
Company. No commission was paid in connection with the sale of the
promissory now.
II-1
ITEM
16. EXHIBITS
Exhibit
Number
|
Description of Exhibit
|
|
3.1
|
Articles
of Incorporation of the Registrant (2)
|
|
3.2
|
Bylaws
of the Registrant (1)
|
|
5.1
|
Opinion
re: Legality and Consent of Counsel
|
|
10.1
|
Stock
Subscription Agreement dated August 28, 2009, by and between the
Registrant and Aris Giannopoulos (3)
|
|
10.2
|
Promissory
Note dated September 1, 2009, made by the Registrant to Aris Giannopoulos
(2)
|
|
10.3
|
Working
Agreement dated October 30, 2009 by and between the Registrant
and Nevada Bottling and Beverage Company LLC
(2)
|
|
10.4
|
Letter
from NBBC to the Registrant, dated April 26, 2010
|
|
10.5
|
Amendment
No. 1 to Working Agreement, dated September 8, 2010, by and between the
Registrant and Nevada Bottling and Beverage Company
LLC
|
|
23.1
|
Consent
of Legal Counsel (contained in exhibit 5.1)
|
|
23.2
|
Consent
of Chang G. Park, CPA
(3)
|
(1) Incorporated
by reference to Registrant’s Form S-1 (file no. 333-164245), filed with the
Commission on January 7, 2010.
(2) Incorporated
by reference to Registrant’s Amendment No. 1 to Form S-1 (file no. 333-164245),
filed with the Commission on April 1, 2010.
(3) Incorporated
by reference to Registrant’s Amendment No. 2 to Form S-1 (file no. 333-164245),
filed with the Commission on August 10, 2010.
The
undersigned Registrant hereby undertakes:
1. To
file, during any period in which offers or sales are being made, a
post-effective amendment to this registration statement to:
(a)
Include any prospectus required by Section 10(a)(3) of the Securities
Act;
(b)
Reflect in the prospectus any facts or events which, individually or together,
represent a fundamental change in the information in the registration statement.
Notwithstanding the foregoing, any increase or decrease in volume of securities
offered (if the total dollar value of securities offered would not exceed that
which was registered) and any deviation from the low or high end of the
estimated maximum offering range may be reflected in the form of prospectus
filed with the SEC pursuant to Rule 424(b) if, in the aggregate, the changes in
the volume and price represent no more than a 20% change in the maximum
aggregate offering price set forth in the “Calculation of Registration Fee”
table in the effective registration statement; and
(c)
Include any additional or changed material information on the plan of
distribution.
2. To,
for the purpose of determining any liability under the Securities Act, treat
each post-effective amendment as a new registration statement relating to the
securities offered herein, and to treat the offering of such securities at that
time to be the initial bona fide offering thereof.
3. To
remove from registration, by means of a post-effective amendment, any of the
securities being registered hereby that remains unsold at the termination of the
offering.
4. For
determining liability of the undersigned Registrant under the Securities Act to
any purchaser in the initial distribution of the securities, that in a primary
offering of securities of the undersigned Registrant pursuant to this
registration statement, regardless of the underwriting method used to sell the
securities to the purchaser, if the securities are offered or sold to such
purchaser by means of any of the following communications, the undersigned
Registrant will be a seller to the purchaser and will be considered to offer or
sell such securities to such purchaser:
(a) Any
preliminary prospectus or prospectus of the undersigned Registrant relating to
the offering required to be filed pursuant to Rule 424;
(b) Any
free writing prospectus relating to the offering prepared by or on behalf of the
undersigned Registrant or used or referred to by the undersigned
Registrant;
(c) The
portion of any other free writing prospectus relating to the offering containing
material information about the undersigned Registrant or its securities provided
by or on behalf of the undersigned Registrant; and
(d) Any
other communication that is an offer in the offering made by the undersigned
Registrant to the purchaser.
II-2
In the
event that a claim for indemnification against such liabilities, other than the
payment by us of expenses incurred or paid by one of our director, officers, or
controlling persons in the successful defense of any action, suit or proceeding,
is asserted by one of our director, officers, or controlling person sin
connection with the securities being registered, we will, unless in the opinion
of its counsel the matter has been settled by controlling precedent, submit to a
court of appropriate jurisdiction the question whether such indemnification is
against public policy as expressed in the Securities Act, and we will be
governed by the final adjudication of such issue.
For the
purposes of determining liability under the Securities Act for any purchaser,
each prospectus filed pursuant to Rule 424(b) as part of a registration
statement relating to an offering, other than registration statements relying on
Rule 430B or other than prospectuses filed in reliance on Rule 430A, shall be
deemed to be part of and included in the registration statement as of the date
it is first used after effectiveness. Provided, however, that no statement made
in a registration statement or prospectus that is part of the registration
statement or made in a document incorporated or deemed incorporated by reference
into the registration statement or prospectus that is part of the registration
statement will, as to a purchaser with a time of contract of sale prior to such
first use, supersede or modify any statement that was made in the registration
statement or prospectus that was part of the registration statement or made in
any such document immediately prior to such date of first use.
Pursuant
to the requirements of the Securities Act of 1933, the Registrant certifies that
it has reasonable grounds to believe that it meets all of the requirements of
filing on Form S-1 and authorized this registration statement to be signed on
its behalf by the undersigned, in Henderson, Nevada on September 17,
2010.
OMEGA
WATER CORP.
|
|||
By:
|
/s/
|
Aris
Giannopoulos
|
|
Name:
|
Aris
Giannopoulos
|
||
Title:
|
President
and Chief Executive Officer
|
||
(Principal
Executive, Financial and Accounting
Officer)
|
POWER
OF ATTORNEY
KNOW ALL
PERSONS BY THESE PRESENTS, that each person whose signature appears below
constitutes and appoints Aris Giannopoulos, as his true and lawful
attorney-in-fact and agent with full power of substitution and resubstitution,
for him and in his name, place and stead, in any and all capacities, to sign any
or all amendments (including post-effective amendments) to this Registration
Statement on Form S-1 of Omega Water Corp., and to file the same, with all
exhibits thereto, and other documents in connection therewith, with the
Securities and Exchange Commission, grant unto said attorney-in-fact and agent,
full power and authority to do and perform each and every act and thing
requisite and necessary to be done in and about the foregoing, as fully to all
intents and purposes as he might or could do in person, hereby ratifying and
confirming all that said attorney-in-fact and agent, or his substitutes, may
lawfully do or cause to be done by virtue hereof.
In
accordance with the requirements of the Securities Act of 1933, this
registration statement was signed by the following persons in the capacities and
on the dates stated.
Signature
|
Title
|
Date
|
||
/s/ Aris
Giannopoulos
|
||||
Aris
Giannopoulos
|
President,
Secretary and Director
|
September
17,
2010
|
EXHIBIT
INDEX
Exhibit
Number
|
Description of Exhibit
|
|
3.1
|
Articles
of Incorporation of the Registrant (2)
|
|
3.2
|
Bylaws
of the Registrant (1)
|
|
5.1
|
Opinion
re: Legality and Consent of Counsel
|
|
10.1
|
Stock
Subscription Agreement dated August 28, 2009, by and between the
Registrant and Aris Giannopoulos (3)
|
|
10.2
|
Promissory
Note dated September 1, 2009, made by the Registrant to Aris Giannopoulos
(2)
|
|
10.3
|
Working
Agreement dated October 30, 2009 by and between the Registrant
and Nevada Bottling and Beverage Company LLC
(2)
|
|
10.4
|
Letter
from NBBC to the Registrant, dated April 26, 2010
|
|
10.5
|
Amendment
No. 1 to Working Agreement, dated September 8, 2010, by and between the
Registrant and Nevada Bottling and Beverage Company
LLC
|
|
23.1
|
Consent
of Legal Counsel (contained in exhibit 5.1)
|
|
23.2
|
Consent
of Chang G. Park, CPA
(3)
|
(1) Incorporated
by reference to Registrant’s Form S-1 (file no. 333-164245), filed with the
Commission on January 7, 2010.
(2) Incorporated
by reference to Registrant’s Amendment No. 1 to Form S-1 (file no. 333-164245),
filed with the Commission on April 1, 2010.
(3) Incorporated
by reference to Registrant’s Amendment No. 2 to Form S-1 (file no. 333-164245),
filed with the Commission on August 10, 2010.
II-4