UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON,
D.C. 20549
_____________________
FORM 10-Q
_____________________
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x
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QUARTERLY
REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF
1934
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For
the quarterly period ended March 31, 2009
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o
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TRANSITION
REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF
1934
|
For the transition period from
______to______.
OMNI VENTURES,
INC.
(Exact
name of registrant as specified in the Charter)
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KANSAS
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333-156263
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26-3404322
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(State
or other jurisdiction of
incorporation
or organization)
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(Commission
File No.)
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(IRS
Employee Identification
No.)
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15875
S. Cherry Ct, Suite 1
Olathe,
Kansas 66062
(Address
of Principal Executive Offices)
(913)
681-8193
(Issuer
Telephone number)
Indicate
by check mark whether the registrant (1) has filed all reports required to be
filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the
preceding 12 months (or for such shorter period that the registrant was required
to file such reports), and (2) has been subject to such filing requirements for
the past 90 days.
Yes
x
No
o
Indicate
by check mark whether the registrant has submitted electronically and posted on
its corporate Web site, if any, every Interactive Data File required tobe
submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this
chapter) during the preceding 12 months (or for such shorter period that the
registrant was required to submit and post such files).
Yes
o
No
o
Indicate
by check mark whether the registrant is a large accelerated filer, an
accelerated filer, a non-accelerated filer or a smaller reporting company filer.
See definition of “accelerated filer” and “large accelerated filer” in
Rule 12b-2 of the Exchange Act (Check one):
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Large
accelerated filer
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o
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Accelerated
filer
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o
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Non-accelerated
filer
(Do
not check if a smaller reporting company)
|
o
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Smaller
reporting company
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x
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Indicate
by check mark whether the registrant is a shell company as defined in Rule 12b-2
of the Exchange Act.
Yes
o
No
x
The
number of shares outstanding of the Registrant’s common stock as of May20,
2009: 92,655,172 shares of common stock.
OMNI VENTURES,
INC.
FORM
10-Q
March
31, 2009
TABLE
OF CONTENTS
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PART
I— FINANCIAL INFORMATION
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Item
1.
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Financial
Statements
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Item
2.
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Management’s
Discussion and Analysis of Financial Condition and Results of
Operations
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Item
3.
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Quantitative
and Qualitative Disclosures About Market Risk
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Item
4T.
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Controls
and Procedures
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PART
II— OTHER INFORMATION
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Item
1.
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Legal
Proceedings
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Item
1A.
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Risk
Factors
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Item
2.
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Unregistered
Sales of Equity Securities and Use of Proceeds
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Item
3.
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Defaults
Upon Senior Securities
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Item
4.
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Submission
of Matters to a Vote of Security Holders
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Item
5.
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Other
Information
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Item
6.
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Exhibits
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SIGNATURES
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PART
1 - FINANCIAL INFORMATION
Item
1. Financial Statements
Omni
Ventures, Inc.
(A
Development Stage Company)
Financial
Statements
March
31, 2009
CONTENTS
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Page(s)
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Balance
Sheets – As of March 31, 2009 (Unaudited) and September 30, 2008
(Audited)
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1
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Statements
of Operations –
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For
the three and six months ended March 31, 2009 and for the period
from
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August
14, 2008 (Inception) to March 31, 2009
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2
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Statements
of Cash Flows –
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For
the six months ended March 31, 2009 and for the period
from
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August
14, 2008 (Inception) to March 31, 2009
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3
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Notes
to Financial Statements (Unaudited)
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4 -
8
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(A
Development Stage Company)
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Balance Sheets
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March 31, 2009
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September 30, 2008
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(Unaudited)
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(Audited)
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Assets
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Current
Assets
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Cash
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$
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3,153
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$
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-
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Prepaid
expense
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176,335
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92,500
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Total
Current Assets
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179,488
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92,500
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Total
Assets
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$
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179,488
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$
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92,500
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Liabilities and Stockholders' Equity
(Deficit)
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Current
Liabilities
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Accrued
expenses
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$
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26,926
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$
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3,000
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Loan
payable - related party
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8,900
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-
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Note
payable
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100,000
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100,000
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Total
Current Liabilities
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135,826
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103,000
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Stockholders'
Equity (Deficit)
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Preferred
stock, $0.001 par value, 50,000,000 shares authorized;
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none
issued and outstanding
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-
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-
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Common
stock, $0.0001 par value, 200,000,000 shares authorized;
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92,655,172
and 80,000,000 shares issued and outstanding
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9,265
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8,000
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Additional
paid-in capital
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251,838
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-
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Deficit
accumulated during the development stage
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(217,441
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)
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(18,500
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)
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Total
Stockholders' Equity (Deficit)
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43,662
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(10,500
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)
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Total
Liabilities & Stockholders' Equity (Deficit)
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$
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179,488
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$
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92,500
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See
accompanying notes to unaudited financial statements
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(A
Development Stage Company)
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Statements of Operations
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(Unaudited)
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For
the period from
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For
the three months ended
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For
the six months ended
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August
14, 2008 (inception) to
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March 31, 2009
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March 31, 2009
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March 31, 2009
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Revenues
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$
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-
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$
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-
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$
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-
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Operating
Expenses
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General
and administrative
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129,300
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191,941
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209,441
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Total
Operating Expenses
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129,300
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191,941
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209,441
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Loss
from Operations
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(129,300
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)
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(191,941
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)
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(209,441
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)
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Other
Expense
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Interest
expense
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4,000
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7,000
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8,000
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Total
Other Expense
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4,000
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7,000
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8,000
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Net
Loss
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$
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(133,300
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)
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$
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(198,941
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)
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$
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(217,441
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)
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Net
Loss per Share - Basic and Diluted
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$
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(0.00
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)
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$
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(0.00
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)
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$
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(0.00
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)
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Weighted
Average Number of Shares Outstanding
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During
the Period - Basic and Diluted
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92,655,172
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88,813,332
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87,004,483
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See
accompanying notes to unaudited financial statements
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(A
Development Stage Company)
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Statements of Cash Flows
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(Unaudited)
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For
the period from
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For
the six months ended
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August
14, 2008 (inception) to
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March 31, 2009
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March 31, 2009
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CASH
FLOWS FROM OPERATING ACTIVITIES:
|
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Net
loss
|
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$
|
(198,941
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)
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$
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(217,441
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)
|
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Adjustments
to reconcile net loss to net cash used in operating
activities:
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Amortization
of prepaid consulting services
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157,068
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164,568
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Common
stock issued for pre-incorporation services - founder
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-
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8,000
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Change
in operating assets and liabilities
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Increase
(decrease) in:
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Accrued
expenses
|
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23,926
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26,926
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Net
Cash Used In Operating Activities
|
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(17,947
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)
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(17,947
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)
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CASH
FLOWS FROM FINANCING ACTIVITIES:
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Proceeds
loan payable - related party
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13,300
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13,300
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Repayment
of loan payable - related party
|
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(4,400
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)
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(4,400
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)
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Proceeds
from sale of common stock
|
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12,200
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12,200
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Net
Cash Provided by Financing Activities
|
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21,100
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21,100
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Net
Increase in Cash
|
|
$
|
3,153
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$
|
3,153
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|
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Cash
- Beginning of Period
|
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-
|
|
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-
|
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|
|
|
|
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|
|
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Cash
- End of Period
|
|
$
|
3,153
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|
|
$
|
3,153
|
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|
|
|
|
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SUPPLEMENTARY
CASH FLOW INFORMATION:
|
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Cash
paid during the period for:
|
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|
|
|
|
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Income
taxes
|
|
$
|
-
|
|
|
$
|
-
|
|
|
Interest
|
|
$
|
3,000
|
|
|
$
|
4,000
|
|
|
|
|
|
|
|
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SUPPLEMENTARY
DISCLOSURE OF NON-CASH INVESTING AND FINANCING ACTIVITIES:
|
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|
|
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|
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Note
payable issued for future services
|
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$
|
-
|
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$
|
100,000
|
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Common
stock issued for future services
|
|
$
|
240,903
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|
|
$
|
240,903
|
|
|
|
|
|
|
|
|
|
|
|
See
accompanying notes to unaudited financial statements
Omni
Ventures, Inc.
(A
Development Stage Company)
Notes
to Financial Statements
March 31,
2009
(Unaudited)
Note 1 Basis of
Presentation
The
accompanying unaudited financial statements have been prepared in accordance
with accounting principles generally accepted in the United States of America
and the rules and regulations of the United States Securities and Exchange
Commission for interim financial information and with the instructions to Form
10-Q and Article 10 of Regulation S-X. Accordingly, they do not include all the
information and footnotes necessary for a comprehensive presentation of
financial position, results of operations, or cash flows. It is management's
opinion, however, that all material adjustments (consisting of normal recurring
adjustments) have been made which are necessary for a fair financial statement
presentation. The results for the interim period are not necessarily indicative
of the results to be expected for the full year.
The
unaudited interim financial statements should be read in conjunction with the
Company’s Registration Statement on Form S-1, which contains the audited
financial statements and notes thereto, together with the Management’s
Discussion and Analysis, for the period ended September 30, 2008. The interim
results for the period ended March 31, 2009 are not necessarily indicative of
results for the full fiscal year.
Note 2 Nature of Operations
and Summary of Significant Accounting Policies
Nature
of Operations
Omni
Ventures, Inc. (the “Company”), was incorporated in the State of Kansas on
August 14, 2008.
The
Company intends to become a real estate development company. The
Company is searching to develop properties on Indian reservations.
Development
Stage
The
Company's financial statements are presented as those of a development stage
enterprise. Activities during the development stage primarily include equity
based financing and further implementation of the business plan. The Company has
not generated any revenues since inception.
Risks
and Uncertainties
The
Company's operations will be subject to significant risk and uncertainties
including financial, operational, regulatory and other risks associated with a
development stage company, including the potential risk of business
failure.
Omni
Ventures, Inc.
(A
Development Stage Company)
Notes
to Financial Statements
March 31,
2009
(Unaudited)
Use
of Estimates
The
preparation of financial statements in conformity with generally accepted
accounting principles in the United States of America requires management to
make estimates and assumptions that affect the reported amounts of assets and
liabilities, disclosure of contingent assets and liabilities at the date of the
financial statements and the reported amounts of revenue and expenses during the
reporting period. Actual results could differ from those estimates.
A
significant estimate in fiscal year-end 2009 included a 100% valuation allowance
for deferred taxes due to the Company’s continuing and expected future
losses.
Cash
and Cash Equivalents
The
Company minimizes its credit risk associated with cash by periodically
evaluating the credit quality of its primary financial institution. The balance
at times may exceed federally insured limits. At March 31, 2009 and
September 30, 2008, respectively, there were no balances that exceeded the
federally insured limit.
For
purposes of the statement of cash flows, the Company considers all highly liquid
instruments purchased with a maturity of three months or less to be cash
equivalents. At March 31, 2009 and September 30, 2008, respectively, the Company
had no cash equivalents.
Earnings
per Share
Basic
earnings (loss) per share is computed by dividing net income (loss) by weighted
average number of shares of common stock outstanding during each
period. Diluted earnings (loss) per share is computed by dividing net
income (loss) by the weighted average number of shares of common stock, common
stock equivalents and potentially dilutive securities outstanding during the
period. For the period from August 14, 2008 (inception) to March 31, 2009, the
Company had no common stock equivalents that could potentially dilute future
earnings (loss) per share; hence, a separate computation of diluted earnings
(loss) per share is not presented.
Stock-Based
Compensation
All
share-based payments to employees will be recorded and expensed in the statement
of operations as applicable under SFAS No. 123R “
Share-Based
Payment
”. For the period from August 14, 2008 (inception) to
March 31, 2009, the Company has not issued any stock based compensation to
employees.
Non-Employee
Stock Based Compensation
Stock-based
compensation awards issued to non-employees for services will be recorded at
either the fair value of the services rendered or the instruments issued in
exchange for such services, whichever is more readily determinable, using the
measurement date guidelines enumerated in Emerging Issues Task Force Issue EITF
No. 96-18,
“Accounting for
Equity Instruments That Are Issued to Other Than Employees for Acquiring, or in
Conjunction with Selling, Goods or Services”
(“EITF 96-18”). For the
period from August 14, 2008 (inception) to March 31, 2009, the Company has not
issued any stock based compensation to third parties.
Omni
Ventures, Inc.
(A
Development Stage Company)
Notes
to Financial Statements
March 31,
2009
(Unaudited)
Fair
Value of Financial Instruments
The
carrying amounts of the Company’s short-term financial instruments, including
prepaid expense, accrued expenses, loans payable-related party and a note
payable, approximate fair value due to the relatively short period to maturity
for these instruments.
Segment
Information
The
Company follows Statement of Financial Accounting Standards No. 131,
"Disclosures about Segments of an
Enterprise and Related Information."
During fiscal year-end
2009, the Company only operated in one segment; therefore, segment information
has not been presented.
Recent
Accounting Pronouncements
In
December 2007, the FASB issued SFAS No. 160,
“Noncontrolling Interests in
Consolidated Financial Statements, an amendment of Accounting Research Bulletin
No 51”
(“SFAS 160”). SFAS 160 establishes accounting and reporting
standards for ownership interests in subsidiaries held by parties other than the
parent, changes in a parent’s ownership of a noncontrolling interest,
calculation and disclosure of the consolidated net income attributable to the
parent and the noncontrolling interest, changes in a parent’s ownership interest
while the parent retains its controlling financial interest and fair value
measurement of any retained noncontrolling equity investment. SFAS 160 is
effective for financial statements issued for fiscal years beginning after
December 15, 2008, and interim periods within those fiscal years. Early adoption
is prohibited. The adoption of SFAS No. 160 did not have a material effect on
the Company’s financial position, results of operations or cash
flows.
In
December 2007, the FASB issued SFAS 141R,
“Business Combinations”
(“SFAS 141R”), which replaces FASB SFAS 141,
“Business
Combinations”.
This Statement retains the fundamental
requirements in SFAS 141 that the acquisition method of accounting be used for
all business combinations and for an acquirer to be identified for each business
combination. SFAS 141R defines the acquirer as the entity that obtains control
of one or more businesses in the business combination and establishes the
acquisition date as the date that the acquirer achieves control. SFAS
141R will require an entity to record separately from the business combination
the direct costs, where previously these costs were included in the total
allocated cost of the acquisition. SFAS 141R will require an entity
to recognize the assets acquired, liabilities assumed, and any non-controlling
interest in the acquired at the acquisition date, at their fair values as of
that date. This compares to the cost allocation method previously
required by SFAS No. 141. SFAS 141R will require an entity to
recognize as an asset or liability at fair value for certain contingencies,
either contractual or non-contractual, if certain criteria are
met. Finally, SFAS 141R will require an entity to recognize
contingent consideration at the date of acquisition, based on the fair value at
that date. This Statement will be effective for business combinations
completed on or after the first annual reporting period beginning on or after
December 15, 2008. Early adoption of this standard is not permitted
and the standards are to be applied prospectively only. Upon adoption
of this standard, there would be no impact to the Company’s results of
operations and financial condition for acquisitions previously
completed. The adoption of SFAS No. 141R did not have a material
effect on the Company’s financial position, results of operations or cash
flows.
Omni
Ventures, Inc.
(A
Development Stage Company)
Notes
to Financial Statements
March 31,
2009
(Unaudited)
In
October 2008, the FASB issued
FSP
FAS
157-3, “
Determining the Fair Value of a
Financial Asset When the Market For That Asset Is Not Active”
(“FSP FAS 157-3”), with an immediate effective date, including
prior periods for which financial statements have not been issued. FSP FAS
157-3 amends FAS 157 to clarify the application of fair value in inactive
markets and allows for the use of management’s internal assumptions about future
cash flows with appropriately risk-adjusted discount rates when relevant
observable market data does not exist. The objective of FAS 157 has not
changed and continues to be the determination of the price that would be
received in an orderly transaction that is not a forced liquidation or
distressed sale at the measurement date. The adoption of FSP FAS 157-3 is
not expected to have a material effect on the Company’s financial position,
results of operations or cash flows.
In April
2009, the FASB issued FSP SFAS 157-4,
“Determining Whether a Market Is Not
Active and a Transaction Is Not Distressed,”
which further clarifies the
principles established by SFAS No. 157. The guidance is effective for the
periods ending after June 15, 2009 with early adoption permitted for the periods
ending after March 15, 2009. The adoption of FSP FAS 157-4 is not expected to
have a material effect on the Company’s financial position, results of
operations, or cash flows.
Other
accounting standards have been issued or proposed by the FASB or other
standards-setting bodies that do not require adoption until a future date and
are not expected to have a material impact on the financial statements upon
adoption.
Note 3 Going
Concern
As
reflected in the accompanying financial statements, the Company has a net loss
of $198,941 and net cash used in operations of $17,947, for the six months ended
March 31, 2009; and a deficit accumulated during the development stage of
$217,441 at March 31, 2009.
The
Company is in the development stage and has not yet generated any revenues. The
ability of the Company to continue as a going concern is dependent on
Management's plans, which include potential asset acquisitions, mergers or
business combinations with other entities, further implementation of its
business plan and continuing to raise funds through debt or equity
raises. The accompanying financial statements have been prepared on a
going concern basis, which contemplates the realization of assets and the
satisfaction of liabilities in the normal course of business. These
financial statements do not include any adjustments relating to the recovery of
the recorded assets or the classification of the liabilities that might be
necessary should the Company be unable to continue as a going
concern.
Omni
Ventures, Inc.
(A
Development Stage Company)
Notes
to Financial Statements
March 31,
2009
(Unaudited)
Note 4 Loan Payable -
Related Party
On
October 6, 2008, the Company’s Chairman provided a $20,000 revolving line of
credit. The debt bears interest at 12%, with interest due
monthly. All advances are due on demand and are
unsecured. As of March 31, 2009, the balance on the line was
$8,900.
Note 5 Note
Payable
On
September 3, 2008, the Company entered into an agreement for future consulting
services. In exchange for these future services, the Company issued a $100,000,
one-year note payable. The note bears interest at 12% and is due monthly. The
note is secured by the Company’s assets and 80,000,000 shares issued to the
Company’s founder (See Note 6). The note is due on September 3, 2009. As of
March 31, 2009 and September 30, 2008, respectively, the Company had accrued
interest of $4,000 relating to this note.
The
Company did not pay the interest due in January 2009 under the terms of the note
agreement; therefore, beginning in February 2009, the note holder began charging
the default interest rate of 18% on the amount in default. The note holder
granted a six-month extension until July 1, 2009 to repay all unpaid accrued
interest
The
Company is amortizing the related services over a one-year
period. The Company has expensed $25,000 and $50,000 for the three
and six months ended March 31, 2009, respectively, and $57,500 for the period
from August 14, 2008 (inception) to March 31, 2009. The remaining balance of
$42,500 is reflected as a component of prepaid expense.
Note 6 Stockholders’ Equity
(Deficit)
On August
14, 2008, the Company issued 80,000,000 shares of common stock, having a fair
value of $8,000 ($0.0001/share), to its founder for pre-incorporation services.
Under SFAS No. 123R and APB No. 29,
“Accounting for Nonmonetary
Transactions”,
fair value of the services provided reflect a more readily
determinable fair value of the shares issued. The exchange of these non-monetary
assets did not result in a gain or loss. The Company has expensed this stock
issuance as a component of general and administrative expense. These shares are
being held by a third party escrow agent as security on a note payable in the
event of default on the $100,000 note (See Note 5).
In
October 2008, the Company issued 610,000 shares of common stock, for $12,200
($0.02/share), under a private placement to third party investors.
On
November 26, 2008, the Company issued 12,045,172 shares of common stock to
consultants for future services having a fair value of $240,903 ($0.02/share),
based upon the recent cash offering price. The services will be
rendered during the period December 1, 2008 through August 31, 2009. The Company
expensed $80,301 and $107,068 during the three and six months ended March 31,
2009. The remaining $133,835 is reflected as a prepaid expense.
Item
2.
Management’s Discussion and Analysis
of Financial Condition and Results of Operation
The
information contained in Item 2 contains forward-looking statements within the
meaning of Section 27A of the Securities Act of 1933, as amended, and Section
21E of the Securities Exchange Act of 1934, as amended. Actual results may
materially differ from those projected in the forward-looking statements as a
result of certain risks and uncertainties set forth in this report.
Although management believes that the assumptions made and expectations
reflected in the forward-looking statements are reasonable, there is no
assurance that the underlying assumptions will, in fact, prove to be correct or
that actual results will not be different from expectations expressed in this
report.
GENERAL
We were
incorporated in August 2008 in the State of Kansas. We plan to provide equity
funding for commercial and recreational projects in the Mid-west and Western
areas of the United States, with specialization in two different categories. One
is apartment projects to house employees that work for gaming and supporting
businesses. The other is recreational activities geared at family oriented
activities. Our founder and Chief Executive Officer, Hollis Cunningham, has been
active in the development of commercial projects for over forty years and has
extensive knowledge and experience in this field.
Our
primary goal is to provide housing and recreational activities that complement
the Native American gaming activities in the area. We believe that tourism in
these areas is becoming more oriented toward family activities. Our management
believes investment in these types of projects appropriately meets the market
need in these areas.
Market
research shows a continued and steady increase in tourism in the targeted areas,
especially in family oriented activities.
Our
management believes the increasing popularity of tourism in these areas is due
in part to demographic and social trends. Annual reports from Chamber of
Commerce and marketing news agencies in these areas indicate a steady trend
toward combining adult gaming with family activities such as winter sports,
water parks, and indoor fun centers.
PLAN OF OPERATION
We have
not begun operations, and we require outside capital to begin operations. We
believe we will be able to competitively market ourselves. All functions will be
coordinated and managed by our founder, including marketing, finance, and
operations.
We are
currently negotiating with several Tribes on various projects and have had
positive input from them. We are working on our web site which will provide
quick response for new customers.
We also
intend to engage Three Fires Development Group, Inc. to assist us in the
introduction of our Company to potential customers and to assist in negotiating
Joint Venture Agreements with them. Three Fires has vast experience in the
development arena and enjoys an excellent reputation with the Native American
Tribes.
Over the
next year our plan is to negotiate joint venture agreements with the Nambe
Pueblo, Santa Fe, New Mexico, Moapa, Las Vegas, Nevada, and the Ysleta Del Sur,
El Paso, Texas. At this time negotiations on these projects are underway and
response has been positive.
We have
budgeted $250,000.00 over the next year for general expenses. This budget covers
marketing expenses ($60,000.00), legal and consulting fees ($140,000.00),
infrastructure fees ($20,000.00) and due diligence fees
($30,000.00).
We expect
the first year total cost of marketing and advertising to be $60,000.00. As
projects come on line we anticipate interest from other Tribes for assistance in
additional projects. We anticipate that new projects will offset any additional
general and marketing costs.
At the
end of the first year we plan to make an assessment on the first year of
operations. By that time we anticipate having additional projects contracted for
funding for the following year.
If we are
unable to effectively market and fund these projects we may have to suspend or
cease our efforts. If we cease our previously stated efforts we do not have
plans to pursue other business opportunities. If we cease operations investors
will not receive any return on their investments.
Results
of Operations
For the
period from August 14, 2008 (inception) through March 31, 2009, we had no
revenue. Total expenses for the period were $217,441 which included
interest expense of $8,000.
Capital
Resources and Liquidity
As of
March 31, 2009 we had $3,153 in cash.
We
believe that we will need additional funding to satisfy our cash requirements
for the next twelve months. Completion of our plan of operation is subject to
attaining adequate revenue. We cannot assure investors that additional financing
will be available. In the absence of additional financing, we may be unable to
proceed with our plan of operations.
We
anticipate that our operational, and general and administrative expenses for the
next 12 months will total approximately $250,000. We do not anticipate the
purchase or sale of any significant equipment. We also do not expect any
significant additions to the number of employees. The foregoing represents our
best estimate of our cash needs based on current planning and business
conditions. The exact allocation, purposes and timing of any monies raised in
subsequent private financings may vary significantly depending upon the exact
amount of funds raised and our progress with the execution of our business plan.
We anticipate that depending on market conditions and our plan of operations, we
may incur operating losses in the foreseeable future. Therefore, our auditors
have raised substantial doubt about our ability to continue as a going
concern.
Recent Accounting
Pronouncements
In
December 2007, the Financial Accounting Standards Board (FASB) issued SFAS No.
160, “
Noncontrolling Interests
in Consolidated Financial Statements – an amendment of ARB No.
51
”. This statement improves the relevance, comparability, and
transparency of the financial information that a reporting entity provides in
its consolidated financial statements by establishing accounting and reporting
standards that require; the ownership interests in subsidiaries held by parties
other than the parent and the amount of consolidated net income attributable to
the parent and to the noncontrolling interest be clearly identified and
presented on the face of the consolidated statement of income, changes in a
parent’s ownership interest while the parent retains its controlling financial
interest in its subsidiary be accounted for consistently, when a subsidiary is
deconsolidated, any retained noncontrolling equity investment in the former
subsidiary be initially measured at fair value, entities provide sufficient
disclosures that clearly identify and distinguish between the interests of the
parent and the interests of the noncontrolling owners. SFAS No. 160
affects those entities that have an outstanding noncontrolling interest in one
or more subsidiaries or that deconsolidate a subsidiary. SFAS No. 160
is effective for fiscal years, and interim periods within those fiscal years,
beginning on or after December 15, 2008. Early adoption is prohibited. The
adoption of this statement did not have a material effect on the Company's
financial statements.
In
December 2007, the FASB issued SFAS 141R,
“
Business Combinations”
(“SFAS
141R”), which replaces FASB SFAS 141,
“
Business
Combinations”.
This Statement retains the fundamental
requirements in SFAS 141 that the acquisition method of accounting be used for
all business combinations and for an acquirer to be identified for each business
combination. SFAS 141R defines the acquirer as the entity that obtains control
of one or more businesses in the business combination and establishes the
acquisition date as the date that the acquirer achieves control. SFAS
141R will require an entity to record separately from the business
combination the direct costs, where previously these costs were included in the
total allocated cost of the acquisition. SFAS 141R will require an
entity to recognize the assets acquired, liabilities assumed, and any
non-controlling interest in the acquired at the acquisition date, at their fair
values as of that date. This compares to the cost allocation method
previously required by SFAS No. 141. SFAS 141R will require an entity
to recognize as an asset or liability at fair value for certain
contingencies, either contractual or non-contractual, if certain criteria are
met. Finally, SFAS 141R will require an entity to recognize
contingent consideration at the date of acquisition, based on the fair value at
that date. This Statement will be effective for business combinations
completed on or after the first annual reporting period beginning on or after
December 15, 2008. Early adoption of this standard is not permitted
and the standards are to be applied prospectively only. Upon adoption
of this standard, there would be no impact to the Company’s results of
operations and financial condition for acquisitions previously
completed. The adoption of SFAS No. 141R did not have a material
effect on the Company’s financial position, results of operations or cash
flows.
In
October 2008, the FASB issued
FSP
FAS
157-3, “
Determining the Fair Value of a
Financial Asset When the Market For That Asset Is Not Active”
(“FSP FAS 157-3”), with an immediate effective date, including
prior periods for which financial statements have not been issued. FSP FAS
157-3 amends FAS 157 to clarify the application of fair value in inactive
markets and allows for the use of management’s internal assumptions about future
cash flows with appropriately risk-adjusted discount rates when relevant
observable market data does not exist. The objective of FAS 157 has not
changed and continues to be the determination of the price that would be
received in an orderly transaction that is not a forced liquidation or
distressed sale at the measurement date. The adoption of FSP FAS 157-3 is
not expected to have a material effect on the Company’s financial position,
results of operations or cash flows.
In April
2009, the FASB issued FSP SFAS 157-4,
“Determining Whether a Market Is Not
Active and a Transaction Is Not Distressed,”
which further clarifies the
principles established by SFAS No. 157. The guidance is effective for the
periods ending after June 15, 2009 with early adoption permitted for the periods
ending after March 15, 2009. The adoption of FSP FAS 157-4 is not expected to
have a material effect on the Company’s financial position, results of
operations, or cash flows.
Critical
Accounting Policy
In
December 2001, the SEC requested that all registrants discuss their most
“critical accounting policies” in management’s discussion and analysis of
financial condition and results of operations. The SEC indicated that a
“critical accounting policy” is one which is both important to the portrayal of
the company’s financial condition and results and requires management’s most
difficult, subjective or complex judgments, often as a result of the need to
make estimates about the effect of matters that are inherently uncertain.
The
preparation of financial statements in conformity with accounting principles
generally accepted in the United States of America requires management to make
estimates and assumptions that affect certain reported amounts of assets and
liabilities and disclosure of contingent assets and liabilities at the date of
the financial statements and the reported amounts of expenses during the
reporting period. Actual results could differ from those estimates.
Off Balance Sheet
Arrangements
We have
no off-balance sheet arrangements.
Item
3. Quantitative and Qualitative Disclosures About Market
Risks
We are
subject to certain market risks, including changes in interest rates and
currency exchange rates. We do not undertake any specific actions to limit
those exposures.
Item 4T. Controls and
Procedures
Pursuant
to Rule 13a-15(b) under the Securities Exchange Act of 1934 (“Exchange Act”),
the Company carried out an evaluation, with the participation of the Company’s
management, including the Company’s Chief Executive Officer (“CEO”) and Chief
Financial Officer (“CFO”) (the Company’s principal financial and accounting
officer), of the effectiveness of the Company’s disclosure controls and
procedures (as defined under Rule 13a-15(e) under the Exchange Act) as of the
end of the period covered by this report. Based upon that evaluation, the
Company’s CEO and CFO concluded that the Company’s disclosure controls and
procedures are effective to ensure that information required to be disclosed by
the Company in the reports that the Company files or submits under the
Exchange Act, is recorded, processed, summarized and reported, within the time
periods specified in the SEC’s rules and forms, and that such information is
accumulated and communicated to the Company’s management, including the
Company’s CEO and CFO, as appropriate, to allow timely decisions regarding
required disclosure.
Management’s Report on
Internal Controls over Financial Reporting
Internal
control over financial reporting is a process to provide reasonable assurance
regarding the reliability of consolidated financial reporting and the
preparation of financial statements for external purposes in accordance with
U.S. generally accepted accounting principles. There has been no change in
the Company’s internal control over financial reporting during the quarter ended
March 31, 2009 that has materially affected, or is reasonably likely to
materially affect, the Company’s internal control over financial
reporting.
The
Company’s management, including the Company’s CEO and CFO, does not expect that
the Company’s disclosure controls and procedures or the Company’s internal
controls will prevent all errors and all fraud. A control system, no matter how
well conceived and operated, can provide only reasonable, not absolute,
assurance that the objectives of the control system are met. Further, the design
of a control system must reflect the fact that there are resource constraints,
and the benefits of controls must be considered relative to their costs. Because
of the inherent limitations in all control systems, no evaluation of the
controls can provide absolute assurance that all control issues and instances of
fraud, if any, within the Company have been detected.
Management
conducted an evaluation of the effectiveness of our internal control over
financial reporting based on the framework in
Internal Control – Integrated
Framework
issued by the Committee of Sponsoring Organizations of the
Treadway Commission. Based on this evaluation, management concluded that the
company’s internal control over financial reporting was effective as of March
31, 2009.
PART
II - OTHER INFORMATION
Item
1. Legal Proceedings.
Currently
we are not aware of any litigation pending or threatened by or against the
Company.
Item
1A. Risk Factors
Not
applicable because we are a smaller reporting company.
Item
2. Unregistered Sales of Equity Securities and Use of Proceeds
None.
Item
3. Defaults Upon Senior Securities.
None.
Item
4. Submission of Matters to a Vote of Security Holders.
None.
Item
5. Other Information.
None.
Item
6. Exhibits.
31.1 Rule
13a-14(a)/ 15d-14(a) Certification of Chief Executive Officer and Chief
Financial Officer
32.1
Section 1350 Certification of Chief Executive Officer and Chief Financial
Officer
SIGNATURES
Pursuant
to the requirements of the Securities Exchange Act of 1934, as amended, the
registrant caused this report to be signed on its behalf by the undersigned,
thereunto duly authorized.
|
|
OMNI
VENTURES, INC.
|
|
|
|
|
|
|
Date:
May 20, 2009
|
By:
|
/s/ Hollis
Cunningham
|
|
|
|
|
Hollis
Cunningham
|
|
|
|
|
President,
Chief Executive Officer,
Chief
Financial Officer,
Chairman
of the Board of Directors
|
|
|
|
|
|
|
-13-
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