ITEM 1. Business
GENERAL
We were incorporated in August 2008 in the State of Kansas. Originally, we planned to provide equity funding for commercial and recreational projects in the Mid-west and Western areas of the United States, with specialization in two different categories. Our primary goal was to provide housing and recreational activities that complement the Native American gaming activities in the area. However, in February 2010, there was a change in control of the Company and as a result, we altered our business plans.
In February 2010, we underwent a change in control of the company whereby Michael Guss acquired 80,000, 000 shares of our common stock. Thereafter, on December 31, 2010, Mr., Guss transferred 75,317,955 shares to Globanc Corp., a Kansas corporation.
On May 26, 2010 entered into a Vacant Land purchase agreement (the “Lompoc Agreement”), effective May 22, 2010 with James Alexander and the SB 246 & Cebada Group. Pursuant to the Land Purchase Agreement, the Company has entered into a definitive agreement to purchase a property at 3145 E. Highway 246, Lompoc located in Santa Barbara, California. Appraised at $4 Million, and subject to a land use planner’s appropriate assessment, the Company wishes to develop a vineyard and one respective structure.
Our obligation to close on the Property is subject to several conditions, including but not limited to settle of certain liens and claims against the Property and the receipt of an appraisal that the Property has a value of not less than $4,000,000.
The purchase price for the property is $3,750,000 and we are obligated to make an initial deposit of $112,500 or 3% of the purchase price to be put into an Escrow Account subject to certain terms and conditions of the Agreement. The balance of the purchase price will be due in 180 days. Currently due to the multiple issues related to the ongoing Federal Bankruptcy Court proceedings pertaining to one of the sellers of the property, SB 246 & Cebada Group, Inc., as well as legal matters unresolved by the sellers with their multiple lenders the respective escrow has been suspended and the project has been put on hold pending resolution of the above legal matters by the sellers.
The description and terms of the Purchase Agreement set forth herein are qualified in their entirety by the full text of the Purchase Agreement, which is filed as an exhibit to the 8-K previously filed.
We are also pursuing our plan to expand into the fields of electronic payment processing, peer-to-peer payment and customer affinity marketing networks. The Company’s management has conducted meetings and negotiations with the leading merchant payment gateway provider, outsourced customer service and electronic commerce order fulfillment center in Kansas City, MO, which has been in business for over 20 years and is seeking a merger and acquisitions partner. In addition to that the Company’s management has been conducting preliminary merger and acquisition due diligence on a Minnetonka, MN-based company specializing in merchant processing and payment card issuing as well as conducted negotiations with a Pisgah, AL-based company specializing in secured wireless point of sale processing hardware development and manufacturing.
On November 15, 2010, the Company entered into a Purchase Agreement, Security Agreement and Promissory Note with Agile Opportunity Fund LLC to purchase certain assets defined as the “Diamond Decision Assets” which Agile had previously purchased from the Trustee in the Diamond Decisions Inc. Chapter 11 Bankruptcy Case. The assets purchased are: inventory, trademarks, patents, copyrights, domain names, customer lists, fixtures, furnishings and equipment of Diamond Decisions Inc. The purchase price for the assets was 14,000,000 shares of the Company’s common stock to be issued to Agile, 2,500,000 shares of the Company’s stock issued to the Trustee and a $325,000 note to Agile due November 14, 2011, bears interest at 9% and is secured by assets. Agile shall have the right, at its sole option, to sell up to 10,000,000 of the Company’s shares, or any portion thereof back to the Company for a total consideration equal to all or a pro-rata portion of $2,800,000 if on or before the end of that fiscal quarter which ends June 30, 2011, (i) Omni has not achieved an annual quarterly sales of $10,000,000, (ii) Omni has not obtained total market capitalization of at least $50,000,000 and (iii) Omni has not achieved positive cash flow.
PLAN OF OPERATION
We have begun operations, and we will require outside capital to continue operations. We believe we will be able to competitively market ourselves. All functions will be coordinated and managed by our Board, including marketing, finance, and operations. We are currently negotiating with several Real Estate entities on various projects in the Western United States and have had positive input from them. We are working on further developing our website, which will provide quick response for new customers.
We have developed our engagement with several owners of premium real estate properties in the Central Coast of California as well as wine producers, brand developers and resellers in that area. We also entered into negotiations with several proprietors of premium brand consumer goods in the USA and in Europe with the purpose of integrating their brands into distribution programs developed by our management.
Over the next year our plan is to negotiate joint venture and co-distribution agreements with several real estate development, wine-making and premium consumer goods brands marketing companies. We are also working on acquiring a portfolio of real estate properties, which will be developed for residential, commercial and agricultural production purposes. At this time negotiations on these projects are underway and response has been positive.
We have budgeted $300,000 over the next year for general expenses. This budget covers marketing and advertising expenses ($110,000), legal and consulting fees ($140,000), infrastructure fees ($20,000) and due diligence fees ($30,000).
We expect in the next year total cost of marketing and advertising to be in excess of $100,000. As projects come on line we anticipate interest in our projects in other parts of the country and will be looking for joint venture partnerships for assistance in additional projects. We anticipate that new projects will offset any additional general and marketing costs.
At the end of the first 18 months we plan to make an assessment on the first year and a half of operations. By that time we anticipate having additional projects contracted for funding for the following year.
If we are unable to effectively market and fund these projects we may have to suspend or cease our efforts. If we cease our previously stated efforts we do not have plans to pursue other business opportunities. If we cease operations investors will not receive any return on their investments.
In expanding and continuing to develop the Company’s plan of operations, we have been actively seeking to expand into various fields of electronic payment processing, peer-to-peer payment and customer affinity marketing networks and have entered into negotiations with several companies in that industry with the goal to merger or acquire on of such companies. The Company will continue to develop its subsidiaries in the field of design, manufacture, branding and distribution of consumer goods, in particular with the purpose of design, marketing and distribution of its PRVCY Premium and Privacywear brands, including offering the products under these brands via a network of international distributors, as well as via the Company’s websites at http://www.prvcypremium.com and http://www.privacywear.com.
In addition, we are currently developing our marketing and manufacturing plans for the manufacture and sale of the products under PRVCY and Privacywear brands.
COMPETITION
The competition in this marketplace is strong. Most companies, which compete with us, are more seasoned and better financed. Most also have substantially greater capital resources and marketing experience than we do.
Employees
We currently have no full time employees.
Item 1A.
Item 1A. Risk Factors
You should carefully consider the following risk factors and all other information contained herein as well as the information included in this Annual Report on Form 10-K, in evaluating our business and prospects. The risks and uncertainties described below are not the only ones we face. Additional risks and uncertainties, other than those we describe below, that are not presently known to us or that we currently believe are immaterial may also impair our business operations. If any of the following risks occur, our business and financial results could be harmed. You should refer to the other information contained in this Annual Report, including our consolidated financial statements and the related notes.
We Are a New Venture with No Operating History
We are a relatively young company with limited operating history. Our ability to operate successfully is materially uncertain and our operations are subject to all risks inherent in a developing business enterprise. We have no operating history upon which you may evaluate our operations and prospects. Our limited operating history makes it difficult to evaluate our likelihood of commercial viability and market acceptance of our proposed operations. Our potential success must be evaluated in light of the problems; expenses and difficulties frequently encountered by new businesses in general.
We most likely will require financing to achieve our current business strategy and our inability to obtain such financing could prohibit us from executing our business plan and cause us to slow down our expansion of operations.
We will most likely need to raise additional funds through public or private debt or sale of equity to achieve our current business strategy. Such financing may not be available when needed. Even if such financing is available, it may be on terms that are materially adverse to your interests with respect to dilution of book value, dividend preferences, liquidation preferences, or other terms. Our capital requirements to implement our business strategy will be significant. Moreover, in addition to monies needed to continue operations over the next twelve months, we anticipate requiring additional funds in order to significantly expand our. No assurance can be given that such funds will be available or, if available, will be on commercially reasonable terms satisfactory to us. There can be no assurance that we will be able to obtain financing if and when it is needed on terms we deem acceptable. If we are unable to obtain financing on reasonable terms, we could be forced to delay or scale back our plans for expansion. In addition, such inability to obtain financing on reasonable terms could have a material adverse effect on our business, operating results, or financial condition.
Our auditor has expressed substantial doubt as to our ability to continue as a going concern.
Based on our financial history since inception, our auditor has expressed substantial doubt as to our ability to continue as a going concern. We are a development stage company that has never generated any revenue. From inception (August 14, 2008) to September 30, 2010, we have incurred a net loss of $701,592, a working capital deficit of $239,688 and a deficit accumulated during the development stage of $701,592 at September 30, 2010. These factors raise substantial doubt about the Company’s ability to continue as a going concern. If we cannot obtain sufficient funding, we may have to delay the implementation of our business strategy.
If our cash flows and capital resources are insufficient to service our indebtedness, we may be forced to reduce or delay capital expenditures, sell assets, seek additional capital or restructure or refinance our indebtedness, including the notes. These alternative measures may not be successful and may not permit us to meet our scheduled debt service obligations. Our ability to restructure or refinance our debt will depend on the condition of the capital markets and our financial condition at such time. Any refinancing of our debt could be at higher interest rates and may require us to comply with more onerous covenants, which could further restrict our business operations. In addition, the terms of existing or future debt agreements, including our senior secured credit facilities and the indenture governing the notes, may restrict us from adopting some of these alternatives. In the absence of such operating results and resources, we could face substantial liquidity problems and might be required to dispose of material assets or operations to meet our debt service and other obligations. We may not be able to consummate those dispositions for fair market value or at all. Furthermore, any proceeds that we could realize from any such dispositions may not be adequate to meet our debt service obligations then due. The Sponsors have no continuing obligation to provide us with debt or equity financing.
Even if we are able to raise additional cash or obtain financing through the public or private sale of debt or equity securities, funding from joint-venture or strategic partners, debt financing or short-term loans, the terms of such transactions may be unduly expensive or burdensome to us or disadvantageous to our existing stockholders. For example, we may be forced to sell or issue our securities at a price below the subscription price for the shares of our common stock offered hereby, at significant discounts to market, or pursuant to onerous terms and conditions, including the issuance of preferred stock with disadvantageous dividend, voting or veto, board membership, conversion, redemption or liquidation provisions; the issuance of convertible debt with disadvantageous interest rates and conversion features; the issuance of warrants with cashless exercise features; the issuance of securities with anti-dilution provisions; the issuance of high-yield securities and bank debt with restrictive covenants and security packages; and the grant of registration rights with significant penalties for the failure to quickly register. If we raise debt financing, we may be required to secure the financing with all of our business assets, which could be sold or retained by the creditor should we default in our payment obligations.
We may be unable to retain key employees or attract, assimilate and retain other highly qualified employees in the future.
We will need to attract, hire and retain talented management and other highly skilled employees with experience and expertise in all areas of our business to be successful. Competition for employees in our industry is highly competitive. We may be unable to retain our key employees or attract, assimilate and retain other highly qualified employees in the future. If we are not able to hire and retain key employees our business and financial condition could be harmed.
SPECIFIC RISKS RELATING TO OUR COMMON STOCK
We have not paid dividends in the past and do not expect to pay dividends in the future. Any return on investment may be limited to the value of our common stock.
We have never paid cash dividends on our common stock and do not anticipate paying cash dividends in the foreseeable future. The payment of dividends on our common stock will depend on earnings, financial condition and other business and economic factors affecting it at such time as the board of directors may consider relevant. If we do not pay dividends, our common stock may be less valuable because a return on your investment will only occur if its stock price appreciates.
There is a limited market for our common stock which may make it more difficult to dispose of your stock.
Our common stock is currently quoted on the Over the Counter “OTC QB” market under the symbol "OMVE". There is a limited trading market for our common stock. Accordingly, there can be no assurance as to the liquidity of any markets that may develop for our common stock, the ability of holders of our common stock to sell our common stock, or the prices at which holders may be able to sell our common stock.
We cannot give any assurance that we will not issue additional common or preferred shares, or options or warrants to purchase those shares, under circumstances we may deem appropriate at the time.
We may have difficulty in attracting and retaining management and outside independent members to our board of directors as a result of their concerns relating to their increased personal exposure to lawsuits and stockholder claims by virtue of holding these positions in a publicly held company.
The directors and management of publicly traded corporations are increasingly concerned with the extent of their personal exposure to lawsuits and stockholder claims, as well as governmental and creditor claims which may be made against them, particularly in view of recent changes in securities laws imposing additional duties, obligations and liabilities on management and directors. Due to these perceived risks, directors and management are also becoming increasingly concerned with the availability of directors and officers liability insurance to pay on a timely basis the costs incurred in defending such claims. We currently do not carry limited directors and officer’s liability insurance. Directors and officers liability insurance has recently become much more expensive and difficult to obtain. If we are unable to provide directors and officers liability insurance at affordable rates, it may become increasingly more difficult to attract and retain qualified outside directors to serve on our board of directors.
The elimination of monetary liability against our directors, officers and employees under our articles of incorporation and the existence of indemnification rights to our directors, officers and employees may result in substantial expenditures by us and may discourage lawsuits against our directors, officers and employees.
Our articles of incorporation contain provisions, which eliminate the liability of our directors for monetary damages to us and our stockholders. Our bylaws also require us to indemnify our officers and directors. We may also have contractual indemnification obligations under our agreements with our directors, officers and employees. The foregoing indemnification obligations could result in our incurring substantial expenditures to cover the cost of settlement or damage awards against directors, officers and employees, which we maybe unable to recoup. These provisions and resultant costs may also discourage us from bringing a lawsuit against directors, officers and employees for breaches of their fiduciary duties, and may similarly discourage the filing of derivative litigation by our stockholders against our directors, officers and employees even though such actions, if successful, might otherwise benefit us and our stockholders.
Our directors have the right to authorize the issuance of additional shares of our preferred stock and additional shares of our common stock.
Our directors, within the limitations and restrictions contained in our articles of incorporation and without further action by our stockholders, have the authority to issue shares of preferred stock from time to time in one or more series and to fix the number of shares and the relative rights, conversion rights, voting rights, and terms of redemption, liquidation preferences and any other preferences, special rights and qualifications of any such series. Any issuance of additional shares of preferred stock could adversely affect the rights of holders of our common stock. Should we issue additional shares of our common stock at a later time, each investor's ownership interest in our stock would be proportionally reduced. No investor will have any preemptive right to acquire additional shares of our common stock, or any of our other securities.
A sale of a substantial number of shares of The Company's common stock may cause the price of its common stock to decline.
If the Company’s stockholders sell substantial amounts of the Company’s common stock in the public market, the market price of its common stock could fall. These sales also may make it more difficult for the Company to sell equity or equity-related securities in the future at a time and price that the Company deems reasonable or appropriate.
Our common stock is subject to the "Penny Stock" rules of the SEC and the trading market in our securities is limited, which makes transaction in our stock cumbersome and may reduce the value of an investment in our stock.
The SEC has adopted Rule 3a51-1 which establishes the definition of a "penny stock," for the purposes relevant to us, is any equity security that has a market price of less than $5.00 per share or with an exercise price of less than $5.00 per share, subject to certain exceptions. For any transaction involving a penny stock, unless exempt, Rule 15g-9 requires: that a broker or dealer approve a person's account for transactions in penny stocks; and the broker or dealer receive from the investor a written agreement to the transaction, setting forth the identity and quantity of the penny stock to be purchased. In order to approve a person's account for transactions in penny stocks, the broker or dealer must: obtain financial information and investment experience objectives of the person; and make a reasonable determination that the transactions in penny stocks are suitable for that person and the person has sufficient knowledge and experience in financial matters to be capable of evaluating the risks of transactions in penny stocks. The broker or dealer must also deliver, prior to any transaction in a penny stock, a disclosure schedule prescribed by the SEC relating to the penny stock market, which, in highlight form: sets forth the basis on which the broker or dealer made the suitability determination; and that the broker or dealer received a signed, written agreement from the investor prior to the transaction. Disclosure also has to be made about the risks of investing in penny stocks in both public offerings and in secondary trading and about the commissions payable to both the broker-dealer and the registered representative, current quotations for the securities and the rights and remedies available to an investor in cases of fraud in penny stock transactions. Finally, monthly statements have to be sent disclosing recent price information for the penny stock held in the account and information on the limited market in penny stocks. Generally, brokers may be less willing to execute transactions in securities subject to the "penny stock" rules. This may make it more difficult for investors to dispose of our common stock and cause a decline in the market value of our stock.
Item 1B.
Item 1B. Unresolved Staff Comments.
None
Item 2.
Item 2. Properties.
Our business office is located at 7500 College Blvd., 5th Floor, Overland Park, KS 66210 currently, this space is sufficient to meet our needs.
Item 3.
Item 3. Legal Proceedings.
None
Item 4.
Item 4. (Removed and Reserved)
PART II
Item 5.
Item 5. Market for Registrant's Common Equity, Related Stockholder Matters and
Issuer Purchases of Equity Securities.
Market Information
Our common stock is quoted on the Over-the-Counter “OTC QB” market under the symbol “OMVE”. For the periods indicated, the following table sets forth the high and low bid prices per share of common stock. These prices represent inter-dealer quotations without retail markup, markdown, or commission and may not necessarily represent actual transactions. For the periods indicated, the following table sets forth the high and low bid prices per share of common stock. These prices represent inter-dealer quotations without retail markup, markdown, or commission and may not necessarily represent actual transactions.
Holders
As of September 30, 2010, we had approximately 53 holders of our common stock. The number of record holders was determined from the records of our transfer agent and does not include beneficial owners of common stock whose shares are held in the names of various security brokers, dealers, and registered clearing agencies. The transfer agent of our common stock is Fidelity Transfer Services, Incorporated, 813 Anacapa, Suite 110, Santa Barbara, CA 93101.
Dividends
The Company has not paid any cash dividends to date and does not anticipate or contemplate paying dividends in the foreseeable future. It is the present intention of management to utilize all available funds for the development of the Company's business.
Securities Authorized for Issuance under Equity Compensation Plans
As of September 30, 2010, the Company does not have outstanding any common stock that may be issued upon the exercise of options under an equity compensation plan.
Item 6.
Item 6. Selected Financial Data.
Not applicable.
Item 7.
Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations.
The statements contained herein are not purely historical statements, but rather include what we believe are forward-looking statements. These include statements about our expectations, beliefs, intentions or strategies for the future, which are indicated by words or phrases such as "anticipate," "expect," "intend," "plan," "will," "we believe," "the company believes", "management believes" and similar words or phrases. The forward-looking statements are based on our current expectations and are subject to certain risks, uncertainties and assumptions, including factors set forth in the following discussion and in the discussions under ”Business." Our actual results could differ materially from results anticipated in these forward-looking statements. All forward-looking statements included in this document are based on information available to us on the date hereof, and we assume no obligation to update any such forward-looking statements.
The following discussion and analysis provides information, which the Company’s management believes to be relevant to an assessment and understanding of the Company’s results of operations and financial condition. This discussion should be read together with the Company’s financial statements and the notes to financial statements, which are included in this report.
Results of Operations - Year Ended September 30, 2010 Compared to Year Ended September 30, 2009
Revenues
We had no revenues for the year ended September 30, 2010.
Operating Expenses
For the year ended September 30, 2010, operating expenses, including research and development were $50,406 as compared to $595,003 in 2009, a decrease of $536,794 or 88%.
Net Income and Earnings per Share
Our net los for the year ended September 30, 2010 was $73,189 as compared to a net loss of $609,903 for the year ended September 30, 2009. Our net loss per weighted average share was $0 for the year ended September 2010, as compared to a net loss of $.01 per weighted average share for 2009.
Liquidity and Capital Resources
At September 30, 2010, the Company had working capital deficit of $239,688 as compared with a working capital deficit of $166,899 at September 30, 2009. At September 2010, the Company had a cash balance of $27 and no long term debt.
We will need additional funding to satisfy our cash requirements for the next twelve months. Completion of our plan of operation is subject to attaining adequate revenue. We cannot assure that additional financing will be available. In the absence of additional financing, we may be unable to proceed with our plan of operations.
We anticipate that our operational, and general and administrative expenses for the next 12 months will total approximately $750,000. We do not anticipate the purchase or sale of any significant equipment. We expect significant additions to the number of employees. The foregoing represents our best estimate of our cash needs based on current planning and business conditions. The exact allocation, purposes and timing of any monies raised in subsequent private financings may vary significantly depending upon the exact amount of funds raised and our progress with the execution of our business plan. We anticipate that depending on market conditions and our plan of operations, we may incur operating losses in the foreseeable future. Therefore, our auditors have raised substantial doubt about our ability to continue as a going concern.
Research and Development
In fiscal 2010, we incurred no expenses on research and development.
Inflation
Management believes that the impact of inflation on our operations since our inception has not been material.
Off-Balance Sheet Arrangements
We have not entered into any transactions with unconsolidated entities in which we have financial guarantees, subordinated retained interests, derivative instruments or other contingent arrangements that expose us to material continuing risks, contingent liabilities or any other obligations under a variable interest in an unconsolidated entity that provides us with financing, liquidity, market risk or credit risk support.
Item 7A.
Item 7A. Quantitative and Qualitative Disclosure about Market Risk.
Not applicable.
Item 8.
Item 8. Financial Statements.
The information called for by this Item 8 is included following the "Index to Financial Statements" on page contained in this Annual Report on Form 10-K.
CONTENTS
Balance Sheets - As of September 30, 2010
and September 30, 2009
Statements of Operations -
For the 12 months ended September 30, 2010 and September 30, 2009
and for the period from August 14, 2008 (inception)
to September 30, 2010
Statement of Changes in Stockholders’ deficit
From August 14, 2008 (inception) to September 30, 2010
Statements of Cash Flows -
For the 12 months ended September 30, 2010 and September 30, 2009 and
for the period from August 14, 2008 (inception)
to September 30, 2010
Notes to Financial Statements
Berman & Company, P.A.
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the Board of Directors and Stockholders of:
Omni Ventures, Inc.
We have audited the accompanying balance sheets of Omni Ventures, Inc. (a development stage company) as of September 30, 2009 and 2008, and the related statements of operations, changes in stockholders’ deficit and cash flows for the year ended September 30, 2009, the period from August 14, 2008 (inception) to September 30, 2008, and for the period from August 14, 2008 (inception) to September 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 audits 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. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. Our audits included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion. 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 audits provide a reasonable basis for our opinion.
In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of Omni Ventures, Inc. (a development stage company) as of September 30, 2009 and 2008, and the results of its operations and its cash flows for the year ended September 30, 2009, the period from August 14, 2008 (inception) to September 30, 2008, and for the period from August 14, 2008 (inception) to September 30, 2009, in conformity with accounting principles generally accepted in the United States of America.
The accompanying 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 has a net loss of $609,903 and net cash used in operations of $32,014 for the year ended September 30, 2009; and a working capital deficit of $166,899 and a deficit accumulated during the development stage of $628,403 at September 30, 2009. These factors raise substantial doubt about the Company’s ability to continue as a going concern. Management’s plan in regards to these matters is also described in Note 2. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.
/s/ Berman & Company, P.A.
Berman & Company, P.A.
Boca Raton, Florida
January 12, 2010
Independent Registered Auditor’s Report
Shareholders and Board of Directors
of Omni Ventures, Inc.
Overland Park, Kansas
I have audited the accompanying balance sheet of Omni Ventures, Inc.(a Development Stage Company) as of September 30, 2010 and the related statements of operations, stockholders’ equity, and cash flows for the year ended September 30, 2010, and for the period from August 14, 2008(Inception) to September 30, 2010. These financial statements are the responsibility of the Company’s management. My responsibility is to express an opinion on these financial statements based on my audit. The Financial Statements of Omni Ventures, Inc. as of September 30, 2009 were audited by other auditors whose report dated January 12, 2010, on those statements included an explanatory paragraph that described the accompanying financial statements have been prepared assuming that the Company will continue as a going concern and that the Company has suffered recurring losses from operations, a working capital deficit, and a deficit accumulated during the development stage, which raises substantial doubt as to its ability to continue as a going concern.
I conducted my audit in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that I plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. The Company is not required to have, nor was I engaged to perform, an audit of its internal control over financial reporting. My audit included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the company’s internal control over financial reporting. Accordingly, I express no such opinion. 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. I believe that my audit provides a reasonable basis for my opinion.
In my opinion, based on my audit, and the report of other auditors, The financial statements referred to above present fairly, in all material respects, the financial position of Omni Ventures, Inc (a Development Stage Company) as of September 30, 2010, and the results of its operations and its cash flows for the year then ended, and for the period from August 14, 2008(Inception) to September 30, 2010. in conformity with accounting principles generally accepted in the United States of America.
The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note B to the financial statements, the Company has suffered recurring losses from operations, has a working capital deficit, and has a net capital deficiency. These items raise substantial doubt about its ability to continue as a going concern. Management’s plans in regard to these matters are also described in Note B. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.
/s/Larry Wolfe
Larry Wolfe
Certified Public Accountant
Miami, Florida
January 5, 2011
See company note to Financial Statements
See company note to Financial Statements
see company note to Financial Statements
see company note to Financial Statements
Note A - Organization and Summary of Accounting Policies
This summary of accounting policies of Omni Ventures Inc. is presented to assist in understanding the Company’s financial statements. The accounting policies conform to generally accepted accounting principles and have been consistently applied in the preparation of the financial statements.
1. Nature of Operations
Omni Ventures, Inc. (a development stage company) (the “Company”), was incorporated in the State of Kansas on August 14, 2008.
The Company intended to develop properties on Indian reservations. However, during February 2010 there was a change in control as well as the business plans of the Company. See Note G for material subsequent events.
The Company's financial statements are presented as those of a development stage enterprise. Activities during the development stage primarily include equity based financing and further implementation of the business plan. The Company has not generated any revenues since inception.
2. Risks and Uncertainties
The Company's operations will be subject to significant risk and uncertainties including financial, operational, regulatory and other risks associated with a development stage company, including the potential risk of business failure.
3. Use of Estimates
The preparation of financial statements in conformity with U.S. generally accepted accounting principles (“GAAP”) requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period.
Actual results could differ from those estimates. The most significant estimate included in the preparation of the financial statements are related to income taxes, accruals and valuation allowances.
4. Cash
The Company minimizes its credit risk associated with cash by periodically evaluating the credit quality of its primary financial institution. The balance at times may exceed federally insured limits. At September 30, 2010 and September 30, 2009, respectively, there were no balances that exceeded the federally insured limit.
The Company considers all highly liquid instruments purchased with a maturity of three months or less to be cash equivalents. At September 30, 2010 and September 30, 2009, respectively, the Company had no cash equivalents.
5. Share Based Payments
Generally, all forms of share-based payments, including stock option grants, restricted stock grants and stock appreciation rights, are measured at their fair value on the awards’ grant date, and based on the estimated number of awards that are ultimately expected to vest. Share-based payment awards issued to non-employees for services rendered are recorded at either the fair value of the services rendered or the fair value of the share-based payment, whichever is more readily determinable. The expense resulting from share-based payments are recorded as a component of general and administrative expense.
6. Income Taxes
The Company accounts for income taxes under the liability method. Deferred income tax assets and liabilities are determined based on differences between the financial reporting and tax bases of assets and liabilities and are measured using the enacted tax rates and laws that will be in effect when the differences are expected to be reversed.
The company uses a two-step approach to recognizing and measuring uncertain tax positions. The first step is to evaluate the tax position for recognition by determining if the weight of available evidence indicates it is more likely than not, that the position will be sustained on audit, including resolution of related appeals or litigation processes, if any. The second step is to measure the tax benefit as the largest amount, which is more than 50% (fifty percent) likely of being realized upon ultimate settlement. The Company considers many factors when evaluating and estimating our tax positions and tax benefits, which may require periodic adjustments. At September 30, 2010 and 2009, respectively, the Company did not record any liabilities for uncertain tax positions.
7. Long-Lived Assets
The Company accounts for long-lived assets under the Statements of Financial Accounting Standards Nos. 142 and 144 “accounting for Goodwill and Other Intangible Assets” and “Accounting for Impairment or Disposal of Long-Lived Assets” (“SFAS No. 142 and 144”). IN accordance with SFAS 142 and 144, long-lived assets, goodwill and certain identifiable intangible assets held and used by the Company are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. For purposes of evaluating the recoverability of long-lived assets, goodwill and intangible assets, the recoverability test is performed under the method identified in SFAS 144 and Emerging Issues Task Force 04-03.
8. Environmental Costs
Environmental expenditures that relate to current operations are expensed or capitalized as appropriate. Expenditures that relate to an existing condition caused by past operations, and which do not contribute to current or future revenue generation, are expensed. Liabilities are recorded when environmental assessments and/or remedial efforts are probable, and the cost can be reasonable estimated. Generally, the timing of these accruals coincides with the earlier of completion of a feasibility study or the Company’s commitments to plan of action based on the then known facts.
9. Earnings per share
Basic earnings per share (“EPS”) is computed by dividing net loss available to common stockholders by the weighted average number of common shares outstanding during the period, excluding the effects of any potentially dilutive securities. Diluted EPS gives effect to all dilutive potential of shares of common stock outstanding during the period including stock options or warrants, using the treasury stock method (by using the average stock price for the period to determine the number of shares assumed to be purchased from the exercise of stock options or warrants), and convertible debt or convertible preferred stock, using the if-converted method. Diluted EPS excludes all dilutive potential of shares of common stock if their effect is anti-dilutive.
The computation of basic and diluted loss per share since inception is equivalent since the Company has had continuing losses. The Company also has no common stock equivalents.
10. Segment Information
During fiscal year-end 2010 and 2009, the Company only operated in one segment; therefore, segment information has not been presented.
11. Accounting Changes and Error Corrections
The Company follows Accounting Changes and Error Corrections in accordance with Statement of Financial Accounting Standards #154 which replaced APB 20 and Statement of Accounting Standards #3. Changes in accounting principle are reported through retrospective application of the new accounting principle to all prior periods. Errors in the financial statements of a prior period discovered subsequent to their issue shall be reported as a prior-period adjustment by restating the prior period.
12. Recent Accounting Pronouncements
In January 2010, the FASB issued updated guidance on accounting for distributions to shareholders with components of stock and cash. The guidance clarifies that the stock portion of a distribution to shareholders that allows them to elect to receive either cash or shares, with a potential limitation on the total amount of cash that all shareholders can elect to receive is considered a share issuance, not a stock dividend. Such a share issuance is reflected in the calculation of earnings per share prospectively. This guidance is effective for interim and annual periods ending on or after December 15, 2009, and should be applied on a retrospective basis. Since the Company has not made distributions to shareholders with components of stock and cash, the adoption of this guidance had no effect on the Company’s financial position or results of operations.
In January 2010, the FASB issued updated guidance that clarifies existing guidance on accounting and reporting by an entity that experiences a decrease in ownership of a subsidiary that is a business. The updated guidance states that a decrease in ownership applies to a subsidiary or group of assets that is a business, but does not apply to a sale of an in-substance real estate even if it involves a business, such as an ownership interest in a partnership whose only asset is operating real estate. This guidance also effects accounting and reporting by an entity that exchanges a group of assets that constitutes a business for an equity interest in another entity. The updated guidance also expands disclosure about fair value measurements relating to retained investments in a deconsolidated subsidiary or a preexisting interest held by an acquirer in a business combination. The updated guidance is effective in the first interim or annual reporting period ending on or after December 15, 2009, and is applied on a retrospective basis to the first period that the Company adopted the existing guidance, which was as of January 1, 2009. The Company’s adoption of this updated guidance did not have a material effect on the Company’s financial position, results of operations, or financial statement disclosures.
In September 2009, the FASB issued updated guidelines for the fair value measurement of investments in certain entities that calculate net asset value per share including certain alternative investment funds. This guidance allows companies to determine the fair value of such investments using net asset value (“NAV”) if the fair value of the investment is not readily determinable and the investee entity issues financial statements in accordance with measurement principles for investment companies. Use of this practical expedient is prohibited if it is probable the investment will be sold at something other than NAV. This guideline also requires new disclosures for each major category of alternate investments. This guidance does not apply to investments in joint ventures and limited partnerships that are generally accounted for under the equity method or cost method. It is effective for the first annual or interim reporting period ending after December 15, 2009. The Company’s adoption of this guidance effective December 31, 2009 did not have a material effect on the Company’s financial position, results of operations, or financial statement disclosures.
In August 2009, the FASB issued updated guidance for the fair value measurement of liabilities. This guidance provides clarification on how to measure fair value in circumstances in which a quoted price in an active market for the identical liability is not available. This guidance also clarifies that restrictions preventing the transfer of a liability should not be considered as a separate input or adjustment in the measurement of fair value. The Company’s adopted this guidance effective with the reporting period ended December 31, 2009 and the adoption did not have a material effect on the Company’s financial position, results of operations, or financial statement disclosures.
In June 2009, the FASB issued authoritative guidance for the FASB’s Accounting Standards Codification as the source of authoritative U.S. GAAP. The Codification is not intended to change U.S. GAAP but is a new structure which organizes accounting pronouncements by accounting topic. This guidance is effective for financial statements issued for interim and annual periods ending after September 15, 2009. The Company’s adoption of this guidance effective with the reporting period ending September 30, 2009 impacts the way the Company references U.S. GAAP standards in the financial statements.
Effective July 1, 2009, the Company adopted FASB ASU No. 2009-05, Fair Value Measurements and Disclosures (Topic 820) (“ASU 2009-05”). ASU 2009-05 provided amendments to ASC 820-10, Fair Value Measurements and Disclosures - Overall, for the fair value measurement of liabilities. ASU 2009-5 provides clarification that in circumstance in which a quoted price in an active market for the identical liability is not available, a reporting entity is required to measure fair value using certain techniques. ASU 2009-05 also clarifies that when estimating the fair value of a liability, a reporting entity is not required to include a separate input or adjustment to other inputs relating to the existence of a restriction that prevents the transfer of a liability. ASU 2009-5 also clarifies that both a quoted price in an active market for the identical liability at the measurement date and the quoted price for the identical liability when traded as an asset in an active market when no adjustments to the quoted price of the asset are required are Level 1 fair value measurements. Adoption of ASU 2009-5 did not have a material effect on the Company’s results of operations, or financial condition
Effective June 30, 2009, the Company adopted three accounting standard updates which were intended to provide additional application guidance and enhanced disclosures regarding fair value measurements and impairments of securities. They also provide additional guidelines for estimating fair value in accordance with fair value accounting. The first update, as codified in ASC 820-10-65, provides additional guidelines for estimating fair value in accordance with fair value accounting. The second accounting update, as codified in ASC 320-10-65, changes accounting requirements for the other-than-temporary-impairment (OTTI) for debt securities by replacing the current requirement that a holder have a positive intent and ability to hold an impaired security to recover in order to conclude an impairment was temporary with a requirement that an entity conclude it does not intend to sell an impaired security and it will not be required to sell the security before the recovery of its amortized cost basis. The third accounting update, as codified in ASC 825-10-65, increases the frequency of fair value disclosures. These updates were effective for fiscal years and interim periods ended after June 15, 2009. The adoption of these accounting updates did not have a material effect on the Company’s financial statements
Effective June 30, 2009, the Company adopted a new accounting standard for subsequent events, as codified in ASC 855-10. The update modifies the names of the two types of subsequent events either as recognized subsequent events (previously referred to in practice as Type I subsequent events) or non-recognized subsequent events (previously referred to in practice as Type II subsequent events). In addition, the standard modifies the definition of subsequent events to refer to events or transactions that occur after the balance sheet date, but before the financial statements are issued (for public entities) or available to be issued (for nonpublic entities). It also requires the disclosure of the date through which subsequent events have been evaluated. The update id not result in significant changes in the practice of subsequent event disclosures, and therefore the adoption did not have a material impact on the Company’s financial statements.
In April 2009, the FASB revised the authoritative guidance for disclosures about fair value of financial instruments. This new guidance requires disclosures about fair value of financial instruments for interim reporting periods similar to those included in annual financial statements. This guidance is effective for interim reporting periods ending after June 15, 2009. The Company adopted this guidance effective with the interim reporting period ending June 30, 2009.
In April 2009, the FASB revised the authoritative guidance for the recognition and presentation of other-than-temporary impairments. This new guidance amends the other-than-temporary impairment guidance for debt securities and expands the presentation and disclosure requirements of other-than-temporary impairments on debt and equity securities in the financial statements. This guidance also requires that the required annual disclosures for debt and equity securities be made for interim reporting periods. This guidance does not amend existing recognition and measurement guidance related to the other-than-temporary impairments of equity securities. This guidance is effective for interim and annual reporting periods ending after June 15, 2009, with early adoption permitted for periods ending March 15, 2009. The adoption did not have a material impact on the Company’s financial statements.
Effective January 1, 2009, the Company adopted a new accounting standard update regarding business combinations. As codified under ASC 805, this update requires an entity to recognize the assets acquired, the liabilities assumed, contractual contingencies, and contingent consideration at their fair value on the acquisition date. It further requires that acquisition-related costs be recognized separately from the acquisition and expensed as incurred; that restructuring costs generally be expensed in periods subsequent to the acquisition date; and that changes in accounting for deferred tax asset valuation allowances and acquired income tax uncertainties after the measurement period be recognized as a component of provision for taxes. The adoption did not have a material impact on the Company’s financial statements.
Effective January 1, 2009, the Company adopted an accounting standard update regarding the determination of the useful life of intangible assets. As codified in ASC 350-30-35, this update amends the factors considered in developing renewal or extension assumptions used to determine the useful life of a recognized intangible asset under intangibles accounting. It also requires a consistent approach between the useful life of a recognized intangible asset under prior business combination accounting and the period of expected cash flows used to measure the fair value of an asset under the new business combination accounting (as currently codified under ASC 850). The update also requires enhanced disclosures when an intangible asset’s expected future cash flows are affected by an entity’s intent and/or ability to renew or extend the arrangement. The adoption did not have a material impact on the Company’s financial statements.
Note B Going Concern
As reflected in the accompanying financial statements, the Company is in the development stage and has a cumulative negative cash flow from operations of $84,235 for the period from August 14, 2008 to September 30, 2010, a working capital deficit of $239,688 at September 30, 2010 and a deficit accumulated during the development stage of $701,592 at September 30, 2010.
The ability of the Company to continue as a going concern is dependent on Management's plans, which include potential asset acquisitions, mergers or business combinations with other entities, further implementation of its business plan and continuing to raise funds through debt or equity raises. The accompanying financial statements have been prepared on a going concern basis, which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business. These financial statements do not include any adjustments relating to the recovery of the recorded assets or the classification of the liabilities that might be necessary should the Company be unable to continue as a going concern.
Note C - Fair Value
The Company has categorized our assets and liabilities recorded at fair value based upon the fair value hierarchy specified by GAAP.
The levels of fair value hierarchy are as follows:
·
Level 1 inputs utilize unadjusted quoted prices in active markets for identical assets or liabilities that the Company has the ability to access;
·
Level 2 inputs utilize other-than-quoted prices that are observable, either directly or indirectly. Level 2 inputs include quoted prices for similar assets and liabilities in active markets, and inputs such as interest rates and yield curves that are observable at commonly quoted intervals; and
·
Level 3 inputs are unobservable and are typically based on our own assumptions, including situations where there is little, if any, market activity.
In certain cases, the inputs used to measure fair value may fall into different levels of the fair value hierarchy. In such cases, the Company categorizes such financial asset or liability based on the lowest level input that is significant to the fair value measurement in its entirety. Our assessment of the significance of a particular input to the fair value measurement in its entirety requires judgment and considers factors specific to the asset or liability.
Both observable and unobservable inputs may be used to determine the fair value of positions that are classified within the Level 3 category. As a result, the unrealized gains and losses for assets within the Level 3 category can include changes in fair value that were attributable to both observable and unobservable inputs. The Company has no instruments that require additional disclosure.
Note D - Notes and Loans Payable - Related Parties and Other
1). 12% note payable dated September 3, 2008, in the amount of
$100,000, due September 3, 2009, collateralized by the
Company’s assets and 80,000,000 shares of stock issued
to the Company’s founder. The note bears interest at
12% and is due monthly. The company did not pay the
interest in January 2009 and the Lender began charging
the default interest rate of 18%. The Lender granted
extensions to August 14, 2009 to repay all unpaid accrued
interest. The Company did not repay the note by
September 3, 2009 or the related accrued interest by
August 14, 2009 and is in default,. During December 2009,
the current majority shareholder agreed to acquire the note
payable from the original lender, and agreed to acquire the
80,000,000 shares of stock formerly issued to the
Company’s founder. The Company is currently in
negotiations with its major shareholders to restructure
this debt that is in default.
$100,000
$100,000
2). On May 18, 2009, the Company issued two $10,000, one-year
notes payable, to third parties. The notes required payment of
interest in the form of shares of common stock. 20,000 shares
were issued on May 18, 2009 and an additional 20,000 shares
were issued on November 18, 2009. The stock issued as interest
was valued by the debt holders at $400 ($0.02/share) at both
dates. Fair value was based upon recent cash offerings to third
parties at $0.02/share in October 2008. The Company believes
that the valuation of these shares based upon a quoted closing
trade price is not the best available evidence among willing
buyers or sellers due to the stock being restricted and thinly
traded at the date of issuance. Furthermore, the Company was
inactive, so no valuation could be ascribed that would indicate
the shares had any additional value. These notes are unsecured,
due on May 18, 2010 and are in default. Unpaid interest has been
accrued through September 30, 2010.The Company expects to be
able to negotiate settlement of these notes during fiscal 2011.
20,000
20,000
3). 6% unsecured loan payable to majority shareholder for
payments he made on behalf of the company from Jan. 1, 2010
through September 30, 2010.
$52,062
----------
Total notes and loans payable
$172,062
$120,000
Short term
$172,062
$120,000
Long term
----------
----------
Note E - Income Taxes
The company recognized deferred tax assets and liabilities for both the expected impact of differences between the financial statements and the tax basis of assets and liabilities, and for the expected future tax benefit to be derived from tax losses and tax credit carryforwards. The Company will establish a valuation allowance to reflect the likelihood of realization of deferred tax assets.
The Company has a net operating loss carryforward, for tax purposes totaling $252,000 at September 30, 2010, expiring through 2030. There is a limitation on the amount of taxable income that can be offset by carryforwards after a change in control (generally greater than a 50% change in ownership).
Significant deferred tax assets at September 30, 2010 and 2009 are approximately as follows:
The valuation allowance at September 30, 2009 was approximately $66,000. The net change in valuation allowance during the year ended September 30, 2010 was increase of approximately $27,000. In assessing the realizability of deferred tax assets, management considers whether it is more likely than not that some portion or all of the deferred income tax assets will not be realized. The ultimate realization of deferred income tax assets is dependent upon the generation of future taxable income during the periods in which those temporary differences become deductible. Management considers the scheduled reversal of deferred income tax liabilities, projected future taxable income, and tax planning strategies in making this assessment. Based on consideration of theses items, management has determined that enough uncertainty exists relative to the realization of the deferred income tax asset balances to warrant application of a full valuation allowance as of September 30, 2010.
The actual tax benefit differs from the expected tax benefit for the periods ended September 30, 2010 and 2009, respectively (computed by applying the U.S. federal Corporate tax rate of 34% to income before taxes and 4% for State income taxes, a blended rate of 36.64%) approximately as follows:
Note F - Common Stock
On August 14, 2008, the Company issued 80,000,000 shares of common stock, having a fair value of $8,000 ($0.0001/share), to its founder for pre-incorporation services. Fair value of the services provided reflected a more readily determinable fair value of the shares issued. At September 30, 2008, the Company expensed this stock issuance as a component of general and administrative expenses. These shares were acquired during December 2009 by the current majority shareholder (see Note D).
In October 2008, the Company issued 610,000 shares of common stock, for $12,200 ($0.02/share) under a private placement to third party investors.
On November 26, 2008, the Company issued 12,045,172 shares of common stock to consultants for future services having a fair value of $240,903 ($0.02/share), based upon the recent cash offering price. The services were rendered during the period December 1, 2008 through August 31, 2009. The Company expensed $240,903 during the year ended September 30, 2009.
On May 5, 2009, the Company issued 10,000,000 shares of common stock, having a fair value of $200,000 ($0.02/share), to its Chairman and CEO as compensation for past services rendered. Fair value was based upon recent cash offerings to third parties at $0.02/share in October 2008. The Company believes the valuation of these shares based upon quoted closing trade price is not the best available evidence among willing buyers or sellers due to the stock being restricted and thinly traded at the date of issuance. Furthermore, the Company was inactive, so no valuation could be ascribed that would indicate the shares had any additional value. These shares were cancelled and retired in January 2010.
On May 18, 2009, the Company issued 20,000 shares of common stock, having a fair value of $400 ($0.02/share) to two lenders for interest (see Note D).
On November 18, 2009, the Company issued 20,000 shares of common stock, having a fair value of $400 ($0.02/share) to two lenders for interest (see Note D).
Note G - Commitments and Subsequent events
1.
During May 2010, the Company entered into an agreement to purchase 519 acres of agricultural property in Northern Santa Barbara County, California for $3,750,000. The Company’s obligation to close on the property is subject to certain conditions, including the settlement of certain liens and claims against the property. The Company’s initial deposit will be $112,500 with the balance due in 180 days. The project has been put on hold pending resolution of certain legal matters by the sellers.
2.
On November 15, 2010, the Company entered into a Purchase Agreement, Security Agreement and Promissory Note with Agile Opportunity Fund LLC to purchase certain assets defined as the “Diamond Decision Assets” which Agile had previously purchased from the Trustee in the Diamond Decisions Inc. Chapter 11 Bankruptcy Case. The assets purchased are: inventory, trademarks, patents, copyrights, domain names, customer lists, fixtures, furnishings and equipment of Diamond Decisions Inc. The purchase price for the assets was 14,000,000 shares of the Company’s common stock to be issued to Agile, 2,500,000 shares of the Company’s stock issued to the Trustee and a $325,000 note to Agile due November 14, 2011, bears interest at 9% and is secured by assets. Agile shall have the right, at its sole option, to sell up to 10,000,000 of the Company’s shares, or any portion thereof back to the Company for a total consideration equal to all or a pro-rata portion of $2,800,000 if on or before the end of that fiscal quarter which ends June 30, 2011, (i) Omni has not achieved an annual quarterly sales of $10,000,000, (ii) Omni has not obtained total market capitalization of at least $50,000,000 and (iii) Omni has not achieved positive cash flow.
3.
On November 15, 2010, the Company entered into a lease of approximately 9,000 square feet for a term of 5 years in Norco, California. The base rent is $6,468 per month and the security deposit is $10,000.
4.
On December 8, 2010, the Company formed a wholly-owned subsidiary PRVCY Couture Inc in the state of Nevada which will operate the assets acquired from the Agile Opportunity Fund, LLC (Note G-3).
Note H - Related Party Transactions
1.
As indicated in Note D-1 and Note D-3, the majority shareholder of the Company acquired the $100,000 note payable from a third party lender and made payments on behalf of the Company of approximately $52,000.
2.
Professional fees in the amount of $1,950 were incurred in 2010 for consulting fees regarding merger and acquisition advice from a firm which is controlled by an officer of the Company.
ITEM 9.
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE
On March 1, 2010, the Registrant received a letter from Berman & Company, P.A., (“Berman”) our independent registered public accounting firm, stating that effective February 28, 2010 Berman would cease rendering services as our independent registered public accounting firm. Berman’s report on our financial statements for the fiscal years 2008 and 2009 did not contain an adverse opinion or disclaimer of opinion and were not modified as to uncertainty, audit scope pr accounting principles and during those fiscal years, there were no disagreements with Berman on any matter of accounting principles or practices, financial statements, disclosure or auditing scope of procedure.
As a result of Berman’s resignation, effective March 3, 2010, Registrant attained the accounting firm of Larry Wolfe, CPA as our new independent registered public accounting firm. Larry Wolfe, CPA is located at 7695 SW 104th St. Suite 220, Miami, FL 33156.
ITEM 9A
ITEM 9A (T). CONTROLS AND PROCEDURES
Evaluation of disclosure controls and procedures
Our management, with the participation of our Chief Executive Officer and Chief Financial Officer, have evaluated the effectiveness of our disclosure controls and procedures (as such term is defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act) as of the end of the period covered by this report. Based on that evaluation, our Chief Executive Officer and Chief Financial Officer have concluded that, as of the end of such period, our disclosure controls and procedures are effective to ensure that information required to be disclosed by us in the reports that we file or submit under the Exchange Act is (i) recorded, processed, summarized and reported, within the time periods specified in the SEC's rules and forms; and (ii) accumulated and communicated to management, including our Chief Executive Officer and Chief Financial Officer, as appropriate to allow timely decisions regarding required disclosure.
Management's Report on Internal Control over Financial Reporting
Management is responsible for establishing and maintaining adequate internal control over financial reporting. Our internal control over financial reporting has been designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles in the United States of America.
Our internal control over financial reporting includes policies and procedures that pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect transactions and dispositions of our assets; provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with accounting principles generally accepted in the United States of America, that receipts and expenditures are being made only in accordance with authorization of our management and directors; and provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of our assets that could have a material effect on our financial statements.
Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Therefore, even those systems determined to be effective can provide only reasonable assurance with respect to financial statement preparation and presentation. Projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.
Management assessed the effectiveness of our internal control over financial reporting at September 30, 2010. In making this assessment, management used the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission in Internal Control-Integrated Framework. Based on that assessment under those criteria, management has determined that, at September 30, 2010, our internal control over financial reporting was effective.
This annual report does not include an attestation report of our registered public accounting firm regarding internal control over financial reporting. Management's report was not subject to attestation by our registered public accounting firm pursuant to temporary rules of the SEC that permit us to provide only management's report in this annual report.
Changes in Internal Control over Financial Reporting
Not applicable.
ITEM 9B.
ITEM 9B. Other Information
None.
PART III
ITEM 10.
ITEM 10. Directors, Executive Officers and Corporate Governance
The Company’s executive officers, directors and key employees and their ages and positions as of September 30, 2010, are as follows:
James Smith Director, President
Myles O’Dwyer Director, Chief Financial Officer
Bernard Rice
Director
Daniel Reardon, Director
The following is a brief description of each officer and director.
James Smith, age 66 was elected as the Registrant’s President and Director on September 8, 2010. From 2004 to the present, Mr. Smith has been the Chief Executive Officer of Unisone, Inc., which is a privately held internet software and operating company.
Myles O’Dwyer, age 58, was elected Chief Financial Officer and a Director of the Registrant on September 8, 2010. From 2000 to the present, Mr. O’Dwyer, both independently and as a member of various management teams, he has provided management services to start-up and early stage development companies. As part of his duties, he has assisted companies in developing business plans and assisted them in managing their accounting departments.
Bernard Rice, age 56, was elected as an additional Director of the Registrant Director on September 13, 2010. From 2004 to the present, Mr. Rice has been the Chief Financial Officer of Best Practice Networks, Inc., a company incorporated in Georgia, which he co-founded. That company is a leading innovator of easy-to-use on-line learning technology for K-12 students and adult career education students. Mr. Rice is also the Chief Financial Officer of Crescent Financial Partners, Inc., which is a private equity merchant banking firm, focused on early stage and middle market opportunities. CFP is a principal investor, providing project and growth funding, business development expertise, and strategic and financial guidance. CFP provides financial advisory services through Crescent Financial Advisors, Inc.
Daniel Reardon, age 49, was elected Chairman of the Board, Director and CEO of the Registrant on March 3, 2010. Mr. Reardon owns and is the president of the Preservation Advisors Group, LLC a New York limited liability company, which advises owners of historic properties of the Federal Preservation tax incentive programs. He is also president of Cinema Incentive Partners, which takes a principal role in feature films finance and distribution.
Each director is elected for a period of one year at our annual meeting of stockholders and serves until the next such meeting and until his or her successor is duly elected and qualified. The board of directors may also appoint additional directors up to the maximum number permitted by our By-Laws. A director so chosen or appointed will hold office until the next annual meeting of stockholders.
Each of our executive officers serves at the discretion of our board of directors and holds office until his or her successor is elected or until his or her earlier resignation or removal in accordance with our Second Amended and Restated Certificate of Incorporation and By-Laws.
Compliance with Section 16(a) of the Exchange Act
Section 16(a) of the Exchange Act requires our directors and officers, and persons who own more than 10% of a registered class of our equity securities, to file reports of ownership and changes in ownership with the SEC. Officers, directors and greater than 10% stockholders are required by SEC regulation to furnish us with copies of all the Section 16(a) forms they file.
ITEM 11.
ITEM 11. Executive Compensation
The following table summarizes all compensation paid by the Company with respect to the year ended September 30, 2010, to the three highest paid executives.
Name and Principal Position
Year
Salary
Bonus
Stock Awards
Option Awards
Non-equity Incentive Plan Compensation
Other Compensation
Total
James
Smith
4,000
4,000
ITEM 12.
ITEM 12. Security Ownership of Certain Beneficial Owners and Management and
Related Stockholder Matters
The following table provides the names and addresses of each person known to us to own more than 5% of our outstanding shares of common stock as of September 30, 2010 and by the officers and directors, individually and as a group. Except as otherwise indicated, all shares are owned directly and based upon 109,195,172 shares issued and outstanding as of December 30, 2010.
The securities “beneficially owned” by a person are determined in accordance with the definition of “beneficial ownership” set forth in the rules and regulations promulgated under the Securities Exchange Act of 1934. Beneficially owned securities may include securities owned by and for, among others, the spouse and/or minor children of an individual and any other relative who has the same home as such individual. Beneficially owned securities may also include other securities as to which the individual has or shares voting or investment power or which such person has the right to acquire within 60 days pursuant to the conversion of convertible equity, exercise of options, or otherwise. Beneficial ownership may be disclaimed as to certain of the securities.
The foregoing table is based upon 109,195,172 shares of common stock outstanding as of December 30, 2010, assuming no other changes in the beneficial ownership of our securities.
ITEM 13.
ITEM 13. Certain Relationships and Related Transactions, and Director Independence
Our policy is to enter into transactions with related parties on terms that, on the whole, are more favorable, or no less favorable, than those available from unaffiliated third parties. Based on our experience in the business sectors in which we operate and the terms of our transactions with unaffiliated third parties, we believe that all of the transactions described below met this policy standard at the time they occurred.
Except as otherwise indicated below, we have not been a party to any transaction, proposed transaction, or series of transactions required to be disclosed pursuant to Item 404 of Regulation S-K.
ITEM 14.
ITEM 14. Principal Accounting Fees and Services
As of September 30, 2010 and 2009, aggregate fees billed to us by our independent registered public accounting firm are as follows:
Description
Audit Fees
$15,325
$22,000
Audit Related Fees
$-0-
$-0-
Tax Fees
$-0-
$-0-
All other fees
$-0-
$-0-
Total Fees
$15,325
$22,000
PART IV
ITEM 15.
ITEM 15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES.
(a) The following documents are filed as part of this report:
1. Financial statements included in Item 8 of this Annual Report on Form 10-K:
Report of independent registered public accounting firm
Balance Sheets as of September 30, 2010 and 2009.
Statements of Operations for the 12 months ended September 30, 2010 and
September 30, 2009 and for the period from August 14, 2008 (inception) to September 30, 2010
Statement of Changes in Stockholders’ Deficit from August 14, 2008 (inception)
To September 30, 2010.
Statements of Cash Flows for the 12 months ended September 30, 2010 andSeptember 30, 2009 and for the period from August 14, 2008 (inception)to September 30, 2010 (Unaudited).
Notes to Consolidated Financial Statements
2. Financial statement schedules required to be filed by Item 8 of this Form:
None
3. Exhibits
Exhibit
Number
Description
3.1 Certificate of Incorporation, as Amended of Registrant (1)
3.3
Bylaws of Registrant (1)
31.1 Certification of Principal Executive Officer and Principal Financial Officer Pursuant to Section 302 of the Sarbanes-Oxley Act (Filed herewith)
32.1 Certification Pursuant to Section 906 of the Sarbanes-Oxley Act (Filed herewith)
(1)
Incorporated by reference from Registrant’s previous filings.
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, there unto duly authorized.
OMNI VENTURES, INC.
By: /s/James Smith
James Smith, President
Dated: January 11, 2011
In accordance with the Exchange Act, this report has been signed below by the following persons on behalf of the Registrant and in the capacities and on the dates indicated.
Signature
Title
Date
/s/James Smith
Director President
January 11, 2011
James Smith
/s/Myles O’Dwyer
Director, CFO
January 11, 2011
Myles O’Dwyer
/s/Bernard Rice
Director
January 11, 2011
Bernard Rice
/s/Daniel Reardon
Director
January 11, 2011
Daniel Reardon,