UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
_____________________
 
FORM 10-Q
_____________________
 
x    QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
 
For the quarterly period ended March 31, 2010
 
o    TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
 
  For the transition period from ______to______.
 
OMNI VENTURES, INC.
(Exact name of registrant as specified in the Charter)
 
KANSAS
 
333-156263
 
26-3404322
(State or other jurisdiction of
incorporation or organization)
 
(Commission File No.)
 
(IRS Employee Identification No.)

7500 College Blvd.,5th Floor, Overland Park, KS 66210
 (Address of Principal Executive Offices) (Zip Code)

(913) 693-8073
 (Registrants Telephone number, including area code)
 
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes  x     No o
 
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).  Yes  o    No o
 
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer or a smaller reporting company filer.  See definition of “accelerated filer” and “large accelerated filer” in Rule 12b-2 of the Exchange Act (Check one):
 
Large accelerated filer
o
 
Accelerated filer
o
         
Non-accelerated filer o   Smaller reporting company x
(Do not check if a smaller reporting company)  
 
 
 
Indicate by check mark whether the registrant is a shell company as defined in Rule 12b-2 of the Exchange Act. Yes  o      No   x
 
The number of shares outstanding of the Registrant’s common stock as of March 31, 2010: 92,684,520 shares of common stock.

 
 
 

 
 
 
 
 

 
Omni Ventures, Inc.
(A Development Stage Company)
Financial Statements
March 31, 2010
(Unaudited)
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
CONTENTS

 
Page(s)
Balance Sheets – As of March 31, 2010 (Unaudited)
            and September 30, 2009 (Audited)
1
   
Statements of Operations –
For the three month and six months ended March 31, 2010
and for the period from August 14, 2008 (inception) to March 31, 2010 (Unaudited)
2
   
Statements of Cash Flows –
For the six months and three months ended March 31, 2010 and
for the period from August 14, 2008 (inception) to March 31, 2010 (Unaudited)
3
   
Notes to Financial Statements
4-10
 
 
 
 
 
 
Omni Ventures, Inc.
 
(A Development Stage Company)
 
Balance Sheets
 
             
   
March 31,
2010
   
September 30,
2009
 
   
(Unaudited)
   
(Audited)
 
Assets
 
             
Current Assets
           
Cash
  $ 9     $ 186  
Prepaid expense
    -       -  
Total Current Assets
    9       186  
                 
Total Assets
  $ 9     $ 186  
                 
Liabilities and Stockholders' Deficit
 
                 
Current Liabilities
               
Accounts payable and accrued expenses
  $ 76,318     $ 47,085  
Notes payable
    120,000       120,000  
Total Current Liabilities
    196,318       167,085  
                 
                 
Stockholders' Deficit
               
Preferred stock, $0.001 par value, 50,000,000 shares authorized;
               
   none issued and outstanding
    -       -  
Common stock, $0.0001 par value, 200,000,000 shares authorized;
               
102,695,172 and 80,000,000 shares issued and outstanding
    10,270       10,268  
Additional paid-in capital
    451,634       451,236  
Deficit accumulated during the development stage
    (658,212 )     (628,403 )
Total Stockholders' Deficit
    (196,308 )     (166,899 )
                 
Total Liabilities & Stockholders' Deficit
  $ 9     $ 186  
                 
 
See accompanying notes to financial statements
 
1
 
 
Omni Ventures, Inc.
 
(A Development Stage Company)
 
Statements of Operations
 
(Unaudited)
 
                   
   
For the Six
   
For the three
      For the period from
August 14, 2008
 
   
Months ended
   
(inception) to
 
   
March 31,
   
March 31,
 
   
2010
   
2010
   
2010
 
                   
General and administrative expenses
  $ 20,449     $ 14,056     $ 632,602  
                         
Interest expense
    9,361       4,461       25,611  
                         
Net loss
  $ (29,810 )   $ (18,517 )   $ (658,213 )
                         
Net loss per common share - basic and diluted
  $ (0.00 )   $ (0.00 )   $ (0.01 )
                         
Weighted average number of common shares outstanding
                       
during the year/period - basic and diluted
    102,689,787       102,689,787       96,047,415  
                         
 
 
See accompanying notes to financial statements
 
2
 
 
Omni Ventures, Inc.
 
(A Development Stage Company)
 
Statements of Cash Flows
 
(Unaudited)
 
             
   
For the Six
   
For the period from
 
   
Months Ended
March 31,
   
August 14, 2008 (inception) to
 
   
2010
   
March 31, 2010
 
             
             
CASH FLOWS FROM OPERATING ACTIVITIES:
           
Net loss
  $ (29,810 )   $ (658,213 )
  Adjustments to reconcile net loss to net cash used in operating activities:
               
     Amortization of prepaid consulting services
    -       340,903  
     Common stock issued for compensation - related party
    -       200,000  
     Common stock issued for interest
    400       800  
     Common stock issued for pre-incorporation services - founder
    -       8,000  
     Change in operating assets and liabilities
               
        Increase (decrease) in:
               
           Accounts payable and accrued expenses
    29,233       76,318  
         Net Cash Used In Operating Activities
    (177 )     (32,191 )
                 
CASH FLOWS FROM FINANCING ACTIVITIES:
               
Proceeds from loan payable - related party
    -       13,300  
Repayment of loan payable - related party
    -       (13,300 )
Proceeds from notes payable
    -       20,000  
Proceeds from sale of common stock
    -       12,200  
         Net Cash Provided by Financing Activities
    -       32,200  
                 
Net Increase in Cash
    (177 )     9  
                 
Cash - Beginning of Period/Year
    186       -  
                 
Cash - End of Period/Year
  $ 9     $ 9  
                 
SUPPLEMENTARY CASH FLOW INFORMATION:
               
Cash paid during the period/year for:
               
    Income taxes
  $ -     $ -  
    Interest
  $ -       3,000  
                 
SUPPLEMENTARY DISCLOSURE OF NON-CASH INVESTING AND FINANCING ACTIVITIES:
 
                 
Note payable issued for future services
  $ -     $ 100,000  
Common stock issued for future services
  $ -     $ 240,903  
                 
                 
Cash per BS
  $ 9       9  
Difference
    (0 )     (0 )
 
 
See accompanying notes to financial statements
 
3
 
 
Omni Ventures, Inc.
(A Development Stage Company)
Notes to Financial Statements
March 31, 2010
(Unaudited)
 
Note 1 Basis of Presentation
 
The accompanying unaudited interim financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America and the rules and regulations of the United States Securities and Exchange Commission for interim financial information and with the instructions to Form 10-Q and Article 10 of Regulation S-X. Accordingly, they do not include all the information and footnotes necessary for a comprehensive presentation of financial position, results of operations, or cash flows. It is management's opinion, however, that all material adjustments (consisting of normal recurring adjustments) have been made which are necessary for a fair financial statement presentation.

The unaudited interim financial statements should be read in conjunction with the Company’s Annual Report on Form 10-K, which contains the audited financial statements and notes thereto, together with the Management’s Discussion and Analysis, for the year ended September 30, 2009.  The interim results for the period ended March 31, 2010 are not necessarily indicative of results for the full fiscal year.

Note 2 Nature of Operations and Summary of Significant Accounting Policies

Nature of Operations

Omni Ventures, Inc. (the “Company”), was incorporated in the State of Kansas on August 14, 2008.

The Company previously intended to develop properties on Indian reservations. The Company is currently inactive.

Development Stage

The Company's financial statements are presented as those of a development stage enterprise. Activities during the development stage primarily include equity based financing and further implementation of the business plan. The Company has not generated any revenues since inception.

Risks and Uncertainties

The Company's operations will be subject to significant risk and uncertainties including financial, operational, regulatory and other risks associated with a development stage company, including the potential risk of business failure.

Use of Estimates

The preparation of financial statements in conformity with U.S. generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period.
 
 
4
 
 
Omni Ventures, Inc.
(A Development Stage Company)
Notes to Financial Statements
March 31, 2010
(Unaudited)
 
Such estimates and assumptions impact, among others, a 100% valuation allowance for deferred taxes due to the Company’s continuing and expected future losses.

Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the financial statements, which management considered in formulating its estimate could change in the near term due to one or more future confirming events. Accordingly, the actual results could differ significantly from estimates.

Cash and Cash Equivalents
 
The Company minimizes its credit risk associated with cash by periodically evaluating the credit quality of its primary financial institution. The balance at times may exceed federally insured limits.  At March 31, 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 March 31, 2010 and September 30, 2009, respectively, the Company had no cash equivalents.

Share Based Payments

Generally, all forms of share-based payments, including stock option grants, restricted stock grants and stock appreciation rights, are measured at their fair value on the awards’ grant date, and based on the estimated number of awards that are ultimately expected to vest. Share-based payment awards issued to non-employees for services rendered are recorded at either the fair value of the services rendered or the fair value of the share-based payment, whichever is more readily determinable. The expense resulting from share-based payments are recorded as a component of general and administrative expense.

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.
 
 
5
 
 
Omni Ventures, Inc.
(A Development Stage Company)
Notes to Financial Statements
March 31, 2010
(Unaudited)
 
The computation of basic and diluted loss per share since inception are equivalent since the Company has had continuing losses.  The Company also has no common stock equivalents.

Segment Information

During fiscal year-end 2009 and 2008, the Company only operated in one segment; therefore, segment information has not been presented.

Recent Accounting Pronouncements

Effective July 1, 2009, the Company adopted the Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) 105-10, Generally Accepted Accounting Principles – Overall (“ASC 105-10”). ASC 105-10 establishes the FASB Accounting Standards Codification (the “Codification”) as the source of authoritative accounting principles recognized by the FASB to be applied by nongovernmental entities in the preparation of financial statements in conformity with U.S. GAAP. Rules and interpretive releases of the SEC under authority of federal securities laws are also sources of authoritative U.S. GAAP for SEC registrants. All guidance contained in the Codification carries an equal level of authority. The Codification superseded all existing non-SEC accounting and reporting standards. All other non-grandfathered, non-SEC accounting literature not included in the Codification is non-authoritative. The FASB will not issue new standards in the form of Statements, FASB Staff Positions or Emerging Issues Task Force Abstracts. Instead, it will issue Accounting Standards Updates (“ASUs”). The FASB will not consider ASUs as authoritative in their own right. ASUs will serve only to update the Codification, provide background information about the guidance and provide the bases for conclusions on the change(s) in the Codification. References made to FASB guidance throughout this document have been updated for the Codification.

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 other-than-temporary-impairment (OTTI) for debt securities by replacing the current requirement that a holder have the positive intent and ability to hold an impaired security to recovery 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 impact on the Company’s financial statements.
 
 
6
 
 
Omni Ventures, Inc.
(A Development Stage Company)
Notes to Financial Statements
March 31, 2010
(Unaudited)
 
Effective June 30, 2009, the Company adopted a new accounting standard for subsequent events, as codified in ASC 855-10. The update modifies the names of the two types of subsequent events either as recognized subsequent events (previously referred to in practice as Type I subsequent events) or non-recognized subsequent events (previously referred to in practice as Type II subsequent events). In addition, the standard modifies the definition of subsequent events to refer to events or transactions that occur after the balance sheet date, but before the financial statements are issued (for public entities) or available to be issued (for nonpublic entities). It also requires the disclosure of the date through which subsequent events have been evaluated. The update did not result in significant changes in the practice of subsequent event disclosures, and therefore the adoption did not have a material impact on the Company’s financial statements.

Effective 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 combinations 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.

In February 2008, the FASB issued an accounting standard update that delayed the effective date of fair value measurements accounting for all non-financial assets and non-financial liabilities, except for items that are recognized or disclosed at fair value in the financial statements on a recurring basis (at least annually), until the beginning of the first quarter of fiscal 2009. These include goodwill and other non-amortizable intangible assets. The Company adopted this accounting standard update effective January 1, 2009. The adoption of this update to non-financial assets and liabilities, as codified in ASC 820-10, 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, 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.
 
 
7
 
 
Omni Ventures, Inc.
(A Development Stage Company)
Notes to Financial Statements
March 31, 2010
(Unaudited)
 
Effective July 1, 2009, the Company adopted FASB ASU No. 2009-05, Fair Value Measurements and Disclosures (Topic 820) (“ASU 2009-05”). ASU 2009-05 provided amendments to ASC 820-10, Fair Value Measurements and Disclosures – Overall, for the fair value measurement of liabilities. ASU 2009-05 provides clarification that in circumstances in which a quoted price in an active market for the identical liability is not available, a reporting entity is required to measure fair value using certain techniques. ASU 2009-05 also clarifies that when estimating the fair value of a liability, a reporting entity is not required to include a separate input or adjustment to other inputs relating to the existence of a restriction that prevents the transfer of a liability. ASU 2009-05 also clarifies that both a quoted price in an active market for the identical liability at the measurement date and the quoted price for the identical liability when traded as an asset in an active market when no adjustments to the quoted price of the asset are required are Level 1 fair value measurements. Adoption of ASU 2009-05 did not have a material impact on the Company’s results of operations or financial condition.

Note 3 Going Concern

As reflected in the accompanying financial statements, the Company has a net loss of $29,808.74 and net cash used in operations of $177 for the six months ended March 31, 2010; and a working capital deficit of $196,309 and a deficit accumulated during the development stage of $658,212 at March 31, 2010. 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.

Note 4 Fair Value

The Company has categorized our assets and liabilities recorded at fair value based upon the fair value hierarchy specified by GAAP.

The levels of fair value hierarchy are as follows:

 
·
Level 1 inputs utilize unadjusted quoted prices in active markets for identical assets or liabilities that the Company has the ability to access;
 
 
·
Level 2 inputs utilize other-than-quoted prices that are observable, either directly or indirectly. Level 2 inputs include quoted prices for similar assets and liabilities in active markets, and inputs such as interest rates and yield curves that are observable at commonly quoted intervals; and
 
 
8
 
 
Omni Ventures, Inc.
(A Development Stage Company)
Notes to Financial Statements
March 31, 2010
(Unaudited)
 
 
·
Level 3 inputs are unobservable and are typically based on our own assumptions, including situations where there is little, if any, market activity.
 
In certain cases, the inputs used to measure fair value may fall into different levels of the fair value hierarchy. In such cases, the Company categorizes such financial asset or liability based on the lowest level input that is significant to the fair value measurement in its entirety. Our assessment of the significance of a particular input to the fair value measurement in its entirety requires judgment and considers factors specific to the asset or liability.
 
Both observable and unobservable inputs may be used to determine the fair value of positions that are classified within the Level 3 category. As a result, the unrealized gains and losses for assets within the Level 3 category can include changes in fair value that were attributable to both observable and unobservable inputs. The Company has no instruments that require additional disclosure.

Note 5 Loan Payable - Related Party

On October 6, 2008, the Company’s Chairman provided a $20,000 revolving line of credit.  The debt bore interest at 12%, with interest due monthly.  All advances were due on demand and were unsecured.  During the year ended September 30, 2009, the Company borrowed and repaid $13,300 on this line of credit.

Note 6 Notes Payable and Default

On September 3, 2008, the Company entered into an agreement for future consulting services. In exchange for these future services, the Company issued a $100,000, one-year note payable. The note bears interest at 12% and is due monthly.  The note is secured by the Company’s assets and 80,000,000 shares issued to the Company’s founder (see Note 7).  The note was due on    September 3, 2009. At of December 31, 2009 and 2008, respectively, the Company had accrued interest of $19,350 and $2,000 relating to this note.  The Company did not pay the interest due in January 2009; therefore, beginning in February 2009, the note holder began charging the default interest rate of 18%. The note holder granted a six-month extension until July 1, 2009 to repay all unpaid accrued interest   On July 1, 2009; the extension was amended to August 14, 2009.  The Company did not repay the note or related accrued interest by August 14, 2009, and was in default.

The note holder did foreclose on the assets and shares that were held in escrow as collateral.  On January 6, 2010 the note holder sold the collateral.

On May 18, 2009, the Company issued two $10,000, one-year notes payable, to third parties.  The notes require payment of interest in the form of shares of common stock.  20,000 shares were issued on May 18, 2009 and an additional 20,000 shares were issued on November 18, 2009.  The stock issued as interest was valued by the debt holders at $400 ($0.02/share) at both dates.  Fair value was based upon recent cash offerings to third parties at $0.02/share in October 2008.  The Company believes that the valuation of these shares based upon a quoted closing trading price is not the best available evidence among willing buyers or sellers due to the stock being restricted and thinly traded at the date of issuance.  Furthermore, the Company was inactive, so no valuation could be ascribed that would indicate the shares had any additional value.  These notes are unsecured and due on May 18, 2010.
 
 
9
 
 
Omni Ventures, Inc.
(A Development Stage Company)
Notes to Financial Statements
March 31, 2010
(Unaudited)

Note 7 Stockholders’ Deficit

On August 14, 2008, the Company issued 80,000,000 shares of common stock, having a fair value of $8,000 ($0.0001/share), to its founder for pre-incorporation services.  Fair value of the services provided reflected a more readily determinable fair value of the shares issued.  At September 30, 2008, the Company expensed this stock issuance as a component of general and administrative expense.   These shares are being held by a third party escrow agent as security on a note payable in the event of default on the $100,000 note (See Note 5).

In October 2008, the Company issued 610,000 shares of common stock, for $12,200 ($0.02/share), under a private placement to third party investors.

On November 26, 2008, the Company issued 12,045,172 shares of common stock to consultants for future services having a fair value of $240,903 ($0.02/share), based upon the recent cash offering price.  The services were rendered during the period December 1, 2008 through August 31, 2009. The Company expensed $240,903 during the year ended September 30, 2009.

On May 5, 2009, the Company issued 10,000,000 shares of common stock, having a fair value of $200,000 ($0.02/share), to its Chairman and CEO as compensation for past services rendered. Fair value was based upon recent cash offerings to third parties at $0.02/share in October 2008.  The Company believes that the valuation of these shares based upon a quoted closing trading price is not the best available evidence among willing buyers or sellers due to the stock being restricted and thinly traded at the date of issuance.  Furthermore, the Company was in developmental stage, so no valuation could be ascribed that would indicate the shares had any additional value.  These shares were cancelled and retired in January 2010.

Note 8 Other matters

On January 1, 2010, the Company executed a $15,000 convertible note, with a maturity date of July 1, 2010.  The convertible note was cancelled on January 5, 2010.

On January 20, 2010, the Company's former Chairman and CEO contributed 10,000,000 shares of Omni Ventures, Inc. common stock to the Company, which was canceled and retired.

Note 9 Subsequent events

On May 22, 2010, Omni Ventures entered into an agreement to purchase 519 acres of agricultural property in Northern Santa Barbara County, California for $3,750,000. No deposit was required and the contract is subject to multiple terms and conditions due to the seller’s financial situation. Omni Ventures expects its shareholder’s to finance the purchase upon consummation.
 
 
10
 
 
Item 2.       Management’s Discussion and Analysis of Financial Condition and Results of Operation
    
The information contained in Item 2 contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. Actual results may materially differ from those projected in the forward-looking statements as a result of certain risks and uncertainties set forth in this report. Although management believes that the assumptions made and expectations reflected in the forward-looking statements are reasonable, there is no assurance that the underlying assumptions will, in fact, prove to be correct or that actual results will not be different from expectations expressed in this report.

GENERAL
 
We were incorporated in August 2008 in the State of Kansas. From inception, our msssion was 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 was apartment projects to house employees that work for gaming and supporting businesses. The other was recreational activities geared at family -oriented activities.  Our founder Hollis Cunningham, had been active in the development of commercial projects for over forty years and has had extensive knowledge and experience in this field.  On March 3, 2010, Mr. Cunningham and Mrs. Carolyn Cunningham gave a notice of resignation officers and directors.  The board appointed Mr. Daniel Reardon as CEO, Chairman and Director, Mr. Neil  Kleinman as President and Director and Mr. Lawrence Sands as Vice President, Secretary and Director.

As a result of  the departure of prior management, current management has established as its primary goal to  develop residential and commercial real estate and raw land, in particular in the areas of agricultural production in Southern and Central California, as well as design, manufacture and distribute premium brands of consumer goods. Our management believes investment in these types of projects appropriately meets the market need in the areas of Western United States.

The Company has already taken steps to achieve this goal. As reported in the Company’s 8-K as filed with the SEC on May 26, 2010, which report is incorporated by reference,  the Company 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 entered into a definitive agreement to purchase the property located at 3145 E. Highway 246, Lompoc, Santa Barbara, California.  The Company plans to develop a vineyard and one respective structure on the property.
The Company’s 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 the Company is 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.

The description and  terms of the Purchase Agreement  set forth herein is qualified in its entirety by the full text of the Purchase Agreement, which is filed as an exhibit to the 8-K previously filed,

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 our website, which will provide quick response for new customers.
 
 
 
11
 
 

 
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.
 
 
 
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Results of Operations
 
For the period from August 14, 2008 (inception) through March 31, 2010, we had no revenue and have a net loss of $658,213.
 
Capital Resources and Liquidity
 
As of March 31, 2010, we had $9 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 $300,000. We do not anticipate the purchase or sale of any significant equipment. We also do not expect any significant additions to the number of employees. The foregoing represents our best estimate of our cash needs based on current planning and business conditions. The exact allocation, purposes and timing of any monies raised in subsequent private financings may vary significantly depending upon the exact amount of funds raised and our progress with the execution of our business plan. We anticipate that depending on market conditions and our plan of operations, we may incur operating losses in the foreseeable future. Therefore, our auditors have raised substantial doubt about our ability to continue as a going concern.
 
Going Concern
 
As reflected in the accompanying financial statements, we have a net loss of $658,213; and a working capital deficit of $169,309

We are in the development stage and have not yet generated any revenues. Our ability to continue as a going concern is dependent on Management's plans, which include potential asset acquisitions, mergers or business combinations with other entities, further implementation of its business plan and continuing to raise funds through debt or equity raises.  The accompanying financial statements have been prepared on a going concern basis, which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business.  These financial statements do not include any adjustments relating to the recovery of the recorded assets or the classification of the liabilities that might be necessary should the Company be unable to continue as a going concern.
 
 
 
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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.
 
In October 2008, the FASB issued FSP FAS 157-3, “ Determining the Fair Value of a Financial Asset When the Market For That Asset Is Not Active” (“FSP FAS 157-3”), with an immediate effective date, including prior periods for which financial statements have not been issued.  FSP FAS 157-3 amends FAS 157 to clarify the application of fair value in inactive markets and allows for the use of management’s internal assumptions about future cash flows with appropriately risk-adjusted discount rates when relevant observable market data does not exist.  The objective of FAS 157 has not changed and continues to be the determination of the price that would be received in an orderly transaction that is not a forced liquidation or distressed sale at the measurement date.  The adoption of FSP FAS 157-3 did not have a material effect on the Company’s financial position, results of operations or cash flows.
 
In April 2009, the FASB issued FSP SFAS 157-4, “Determining Whether a Market Is Not Active and a Transaction Is Not Distressed,” which further clarifies the principles established by SFAS No. 157. The guidance is effective for the periods ending after June 15, 2009 with early adoption permitted for the periods ending after March 15, 2009. The adoption of FSP FAS 157-4 did not have a material effect on the Company’s financial position, results of operations, or cash flows.
 
 
 
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In May 2009, the FASB issued SFAS No. 165 “Subsequent Events” (“SFAS 165”). SFAS 165 establishes general standards of accounting for and disclosure of events that occur after the balance sheet date but before financial statements are issued or are available to be issued. SFAS 165 sets forth (1) The period after the balance sheet date during which management of a reporting entity should evaluate events or transactions that may occur for potential recognition or disclosure in the financial statements, (2) The circumstances under which an entity should recognize events or transactions occurring after the balance sheet date in its financial statements and (3) The disclosures that an entity should make about events or transactions that occurred after the balance sheet date. SFAS 165 is effective for interim or annual financial periods ending after June 15, 2009.

In June 2009, the FASB issued SFAS No. 166 “Accounting for Transfers of Financial Assets—an amendment of FASB Statement No. 140” (“SFAS 166”). SFAS 166 improves the relevance, representational faithfulness, and comparability of the information that a reporting entity provides in its financial statements about a transfer of financial assets; the effects of a transfer on its financial position, financial performance, and cash flows; and a transferor’s continuing involvement, if any, in transferred financial assets. SFAS 166 is effective as of the beginning of each reporting entity’s first annual reporting period that begins after November 15, 2009, for interim periods within that first annual reporting period and for interim and annual reporting periods thereafter. The Company is evaluating the impact the adoption of SFAS 166 will have on its financial statements.
 
In June 2009, the FASB issued SFAS No. 167 “Amendments to FASB Interpretation No. 46(R)” (“SFAS 167”). SFAS 167 improves financial reporting by enterprises involved with variable interest entities and to address (1) the effects on certain provisions of FASB Interpretation No. 46 (revised December 2003), “Consolidation of Variable Interest Entities”, as a result of the elimination of the qualifying special-purpose entity concept in SFAS 166 and (2) constituent concerns about the application of certain key provisions of Interpretation 46(R), including those in which the accounting and disclosures under the Interpretation do not always provide timely and useful information about an enterprise’s involvement in a variable interest entity. SFAS 167 is effective as of the beginning of each reporting entity’s first annual reporting period that begins after November 15, 2009, for interim periods within that first annual reporting period, and for interim and annual reporting periods thereafter. The Company is evaluating the impact the adoption of SFAS 167 will have on its financial statements.

In June 2009, the FASB issued SFAS No. 168 “The FASB Accounting Standards Codification and the Hierarchy of Generally Accepted Accounting Principles—a replacement of FASB Statement No. 162”. The FASB Accounting Standards Codification (“Codification”) will be the single source of authoritative nongovernmental U.S. generally accepted accounting principles. Rules and interpretive releases of the SEC under authority of federal securities laws are also sources of authoritative GAAP for SEC registrants. SFAS 168 is effective for interim and annual periods ending after September 15, 2009. All existing accounting standards are superseded as described in SFAS 168. All other accounting literature not included in the Codification is nonauthoritative. The Codification is not expected to have a significant impact on the Company’s financial statements.

Other accounting standards that have been issued or proposed by the FASB or other standards-setting bodies that do not require adoption until a future date and are not expected to have a material impact on the financial statements upon adoption.
 
Critical Accounting Policy
 
In December 2001, the SEC requested that all registrants discuss their most “critical accounting policies” in management’s discussion and analysis of financial condition and results of operations. The SEC indicated that a “critical accounting policy” is one which is both important to the portrayal of the company’s financial condition and results and requires management’s most difficult, subjective or complex judgments, often as a result of the need to make estimates about the effect of matters that are inherently uncertain.
 
 
15
 
 
 
The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect certain reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of expenses during the reporting period. Actual results could differ from those estimates.
 
Off Balance Sheet Arrangements
 
We do not have any off-balance sheet arrangements, financings, or other relationships with unconsolidated entities or other persons, also known as “special purpose entities” (SPEs).

Item 3.  Quantitative and Qualitative Disclosures About Market Risks
 
Not required for Smaller Reporting Companies.
 
Item 4T.  Controls and Procedures

Pursuant to Rule 13a-15(b) under the Securities Exchange Act of 1934 (“Exchange Act”), the Company carried out an evaluation, with the participation of the Company’s management, including the Company’s Chief Executive Officer (“CEO”) and Chief Financial Officer (“CFO”) (the Company’s principal financial and accounting officer), of the effectiveness of the Company’s disclosure controls and procedures (as defined under Rule 13a-15(e) under the Exchange Act) as of the end of the period covered by this report. Based upon that evaluation, the Company’s CEO and CFO concluded that the Company’s disclosure controls and procedures are effective to ensure that information required to be disclosed by the Company in the reports that the Company files or submits under the Exchange Act, is recorded, processed, summarized and reported, within the time periods specified in the SEC’s rules and forms, and that such information is accumulated and communicated to the Company’s management, including the Company’s CEO and CFO, as appropriate, to allow timely decisions regarding required disclosure.
 
 
 
16
 
 
 
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, 2010 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, 2010.

PART II - OTHER INFORMATION
 
Item 1. Legal Proceedings.
 
We are currently not involved in any litigation that we believe could have a material adverse effect on our financial condition or results of operations. There is no action, suit, proceeding, inquiry or investigation before or by any court, public board, government agency, self-regulatory organization or body pending or, to the knowledge of the executive officers of our company or any of our subsidiaries, threatened against or affecting our company, our common stock, any of our subsidiaries or of our companies or our subsidiaries’ officers or directors in their capacities as such, in which an adverse decision could have a material adverse effect. 
 
 
 
17
 
 

Item 1A. Risk Factors

Not applicable because we are a smaller reporting company.
 
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds
 
On November 18, 2009, the company issued 20,000 shares to two debt holders as interest payment on their loan.  The Stock issued was valued by the debt holders at $400.00
 
Item 3. Defaults Upon Senior Securities.
 
None.
 
Item 4. Submission of Matters to a Vote of Security Holders.
 
None.
 
Item 5. Other Information.
 
None.
 
Item 6. Exhibits and Reports of Form 8-K.
 
(a)   Exhibits

 8-K filed with the SEC on May 25, 2010, which 8-K is incorported herein by reference.

31.1 Rule 13a-14(a)/ 15d-14(a) Certification of Chief Executive Officer and Chief Financial Officer
 
32.1 Section 1350 Certification of Chief Executive Officer and Chief Financial Officer
 
(b)  Reports of Form 8-K  
 
None.

 
 
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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 26, 2010
By:
/s/ Neil Kleinman  
    Neil Kleinman  
    President  
       
 
 
 
 
 
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