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 June 30, 2011
 
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 August 16, 2011: 109,195,172 shares of common stock.
 
 
 
 
 
OMNI VENTURES, INC.

FORM 10-Q

June 30, 2011
 
TABLE OF CONTENTS
 
PART 1- FINANCIAL INFORMATION
Item 1.
Financial Statements
Pages  1-8
Item 2.
Management’s Discussion and Analysis of Financial Condition and Results of Operations
Pages  9-11
Item 3.
Quantitative and Qualitative Disclosures About Market Risk
Page 11
Item 4T.
Controls and Procedures
Page 11
PART 2- OTHER INFORMATION
Item 1.
Legal Proceedings
Page 12
Item 1A.
Risk Factors
Page 12
Item 2.
Unregistered Sales of Equity Securities and Use of Proceeds
Page 12
Item 3.
Defaults Upon Senior Securities
Page 12
Item 4.
Submission of Matters to a Vote of Security Holders
Page 12
Item 5.
Other Information
Page 12
Item 6.
Exhibits
Page 12

 
 
 
 
PART 1 - FINANCIAL INFORMATION
 
Item 1.      Financial Statements
 
 
 
 
Omni Ventures, Inc.
(A Development Stage Company)
Financial Statements
June 30, 2011
(Unaudited)

 
 
 
Omni Ventures, Inc.
(A Development Stage Company)
Notes to Financial Statements
December 31, 2008


CONTENTS
 
 
                                                                                                
Balance Sheets
As of June 30, 2011 (Unaudited) and September 30, 2010 (Audited)
Page 1
Statements of Operations
For the nine months ended June 30, 2011 and 2010, the
three months ended June 30, 2011 and 2010
and for the period from August 14, 2008 (inception)
to June 30, 2011 (Unaudited)
Page 2
Statements of Cash Flows
For the 9 months ended June 30, 2011 and 2010
and for the period from August 14, 2008 (inception)
to June 30, 2011 (Unaudited)
Page 3
Notes to Financial Statements
 
Pages 4-8

 
 
 
Omni Ventures, Inc. and Subsidiary
     
(A Development Stage Company)
     
Consolidated Balance Sheets
     
       
 
June 30, 2011
 
September 30, 2010
 
(Unaudited)
 
(Audited)
Assets
     
       
Current Assets
     
Cash
 $                     9,556
 
 $                          27
Acounts receivable (less allowance for Doubtful accounts of $764)
                        6,880
   
Inventory
                    677,558
 
                               -
Total Current Assets
                    693,994
 
                             27
       
Fixed Assets
     
Furniture and equipment, (less Accumulated depreciation of $9,199)
                      64,391
   
Total Fixed Assets
                      64,391
   
       
Other Assets
     
Deposits
                        8,611
   
Intangible Assets, less accumulated amortization of $124,500
                 3,033,415
   
Total Other Assets
                 3,042,026
   
       
Total Assets
 $              3,800,411
 
 $                          27
       
Liabilities and Stockholders' Equity (Deficit)
     
       
Current Liabilities
     
Accounts payable and accrued expenses
 $                 108,676
 
 $                   67,653
Notes and loans payable - Related Parties
                    183,097
 
                    152,062
Notes and loans payable
                    345,000
 
                      20,000
Total Current Liabilities
                    636,773
 
                    239,715
       
       
Stockholders' Equity (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;
   
109,195,172 and 92,695,172 shares issued and outstanding
                      10,920
 
                        9,270
Additional paid-in capital
                 4,250,984
 
                    452,634
Deficit accumulated during the development stage
               (1,098,266)
 
                  (701,592)
Total Stockholders' Equity (Deficit)
                 3,163,638
 
                  (239,688)
       
Total Liabilities & Stockholders' Deficit
 $              3,800,411
 
 $                          27
       
       
       
       

 
1
 

   Omni Ventures, Inc. and Subsidiary
                                                                      (A Development Stage Company)
 
  Consolidated Statements of Operations
                                                                                             (Unaudited)
       
                   
                 
For the period from
   
For 3 months
 
For 3 months
For the 9 Months Ended
 
August 14, 2008 (inception) to
   
June 30,
March  31,
 
 June 30, 2011
   
2011
 
2010
2011
 
2010
 
 
                   
Revenue
 
 $                   22,085
 
 $                         -
 $                282,160
 
 $                  -
 
 $                                  282,160
                   
COGS
 
                      16,345
 
 $                         -
                   226,908
     
                                     226,908
                   
Gross profit
 
                        5,740
 
 $                         -
                     55,252
     
                                       61,994
                   
General and administrative expenses
 
                    126,398
 
                    5,557
                   412,077
 
            26,005
 
                                  1,074,987
                   
Interest expense
 
                      13,052
 
                    4,488
                     39,849
 
            13,849
 
                                       78,532
                   
Net loss
 
 $               (133,710)
 
 $              (10,045)
 $              (396,674)
 
 $       (39,854)
 
 $                             (1,091,525)
   
 
   
 
       
Net loss per common share - basic and diluted
 $                     (0.00)
 
 $                  (0.00)
 $                    (0.00)
 
 $           (0.00)
 
 $                                      (0.01)
                   
Weighted average number of common shares outstanding
             
during the year/period - basic and diluted
 
             105,024,842
 
           92,695,172
            106,414,952
 
     96,501,106
 
                                93,848,726
                   

 
2
 
Omni Ventures, Inc. and Subsidiary
           
(A Development Stage Company)
           
Consolidated Statements of Cash Flows
           
( Unadited)
           
             
           
For the period from
   
For the 9 Months Ended
 
 Aug. 14, 2008 (inception)
   
June 30,
 
 to June 30, 2011
   
2011
 
2010
   
             
             
CASH FLOWS FROM OPERATING ACTIVITIES:
       
Net loss
$
                 (396,674)
$
                 (39,854)
$
                            (1,091,525)
  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
     Provision for Bad Debts
 
                      764
 
                         -
 
                                    764
     Depreciation and amortization
 
                133,699
 
                         -
 
                             133,699
     Change in operating assets and liabilities
 
 
     
 
        Increase (decrease) in:
           
           Accounts payable and accrued expenses
 
                 24,889
 
                39,376
 
                               85,801
         Net Cash Used In Operating Activities
 
                 (237,322)
 
                       (77)
 
                              (321,558)
             
CASH FLOWS FROM FINANCING ACTIVITIES:
           
Proceeds from loan payable - related party
 
                  246,851
 
                           -
 
                                260,151
Repayment of loan payable - related party
 
                            -
 
                           -
 
                                (13,300)
Proceeds from notes payable
 
                            -
 
                           -
 
                                  72,062
Proceeds from sale of common stock
 
                            -
 
                           -
 
                                  12,200
         Net Cash Provided by Financing Activities
 
                  246,851
 
                           -
 
                                331,113
             
Net Increase in Cash
 
                      9,529
 
                       (77)
 
                                   9,556
             
Cash - Beginning of Period/Year
 
                          27
 
                       186
 
                                          -
             
Cash - End of Period/Year
$
                      9,556
$
                       109
$
                                   9,556
             
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
Assets acquired for stock and notes
$
             4,125,000
$
                         -
$
                           4,125,000
             
             

 
3
 
Note 1 Basis of Presentation

The consolidated financial statements include the accounts of Omni Ventures, Inc. and its wholly-owned subsidiary, PRVCY Couture, Inc .
 

The accompanying unaudited interim consolidated 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 consolidated 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, 2010.  The interim results for the period ended June 30, 2011 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 intended to develop properties on Indian reservations. However, during February 2010 there was a change in control as well as the business plans of the Company. See Note 8  for material subsequent events.

The Company's financial statements are presented as those of a development stage enterprise. Activities during the development stage primarily include equity based financing and further implementation of the business plan.

On November 15, 2010, the Company entered into a Purchase Agreement, Security Agreement and Promissory Note with Agile Opportunity Fund LLC to purchase certain assets defined as the “Diamond Decision Assets” which Agile had previously purchased from the Trustee in the Diamond Decisions Inc. Chapter 11 Bankruptcy Case.

PRVCY Couture Inc. (a wholly-owned subsidiary) was incorporated in the State of Nevada on December 7, 2010 to receive the assets defined as the “Diamond Decision Assets” and to engage in the manufacture and sale of men’s and women’s clothing. The assets purchased are: inventory, equipment, customer lists, domain names, websites, copyrighted materials, patents and trade marks. The purchase price for the assets were 16,500,000 shares of Omni Ventures Inc. common stock and a $325,000 note to Agile due November 14, 2011, bearing interest at 9% that is secured by assets. See Note 7 for Agile’s put right for Omni shares. Management has determined the fair value of the Tangible Assets acquired as follows:
Inventory:
$899,000
Design and sample-making
 
Equipment
$27,000
Office and Other Equp.
$47,000
Total
$973,000
 
Management has hired an  appraisal firm to value the intangible assets.  However, at the writing of this report the  firm has not completed its valuations..  When the appraisal is completed, the Company will either amend this Form 10-Q, or report the completed appraisal in the next filing.


Management’s best estimate of the fair value of the intangible assets, is as follows:

 
Fair Value
Trademarks
$1,600,000
Patents
     750,000
Copyrights
     400,000
Domain Names and Websites
     250,000
Customer Lists
     152,000
 
$3,152,000

Trademarks have been classified as indefinite-lived assets and are not being amortized.

Patents and copyrights will be amortized effective January 1, 2011 over a ten year period using the straight line method.

Domain names, websites and customer lists will be amortized over a three year period effective January 1, 2011 using the straight line method.

There were no research and development assets acquired and written off in 2011 or 2010.

The Company has placed no significant residual value in total and by major intangible class.

 
4
 
The gross carrying amounts and accumulated amortization is as follows:
 
June 30,
2011                                           2010
 
Gross Amount
Accumulated Amortization
Gross Amount
Accumulated Amortization
AmortizableIntangible
Assets:
 
       
          Patents
$      750,000
$     37,500
$ 0
$ 0
 
         Copyrights
        400,000
        20,000
  0
  0
         Domain Names
         And Websites
        250,000
       41,668
  0
  0
        Customer
         Lists  1
        152,000
       25,332
  0
  0
Unamortizable intangible
Assets:
 
       
        Trademarks
     1,600,000
  0
  0
  0
       Total
$   3,152,000
$     124,500
$ 0
$ 0
 
 


Amortization expense related to identifiable intangible assets was $ 124,500 and $ 0 for the nine months ended June 30, 2011 and 2010.

Estimated annual amortization expense for the years ended September 30, 2011 through September 30, 2015 is as follows:

2011                                $ 186,750
2012                                $ 248,995
2013                                $ 248,995
2014                                $ 148,510
2015                                $ 115,000

The company’s policy on the treatment of costs incurred to renew or extend the term of a recognized intangible asset is to capitalize the cost.

There were no intangible assets that have been renewed or extended during the periods ending June 30, 2011, and 2010.

The average period before the next renewal or extension is as follows:

Patents and copy rights – approximately 11 years
Domain Names  -  approximately 3 years
Websites  -  Semi-annual upgrade
Customer Lists – Not expected to be renewed or extended
There were no impairment losses of identifiable intangible assets during the periods ending June 30, 2011 and 2010.

The company’s estimate of future cash flows associated with the renewal or extension of intangible assets legal or contractual life are as follows:

Year                                  Estimated Costs
2011                                $ 10,000
2012                                $  5,000
2013                                $  5,030
2014                                $  5,000
2015                                $  5,000
2016                                $  5,030
2017                                $  5,000
2018                                $  5,000
2019                                $  5,000
2020                                $  5,000
2021                                $ 10,000

The company believes there should be adequate sales to generate enough cash to cover these expenses .

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 substantial 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.

 
5
 
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.

Actual results could differ from those estimates.  The most significant estimate included in the preparation of the financial statements are related to income taxes, accruals, valuation allowances, amortization and depreciation.

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 June 30, 2011 and September 30, 2010, 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 June 30, 2011 and September 30, 2010, 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.

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.

Inventories

Inventories are valued at the lower cost or market, with cost generally determined on a first-in, first-out basis and market based upon the lower of replacement cost or realizable value.
Inventories consisted of the following:
 
Finished Goods
$513,118
Work in Process
 
Raw Material
$164,440
Totals
$677,558
 
Property, Plant and Equipment

Property, plant and equipment is carried at cost and depreciated over the estimated useful lives of the assets using principally the straight-line method.

Leases

On November 15, 2010, the Company entered into a lease of approximately 9,000 square feet for a term of 5 years in Norco, California at a base rent of $6,468 per month.


Note 3 Going Concern

As reflected in the accompanying financial statements, the Company has a net loss of $396,674 and net cash used in operations of $237,322 for the 9 months ended June 30, 2011; and a working capital of $57,221 and a deficit accumulated during the development stage of $1,098,266 at June 30, 2011. The Company is in the development stage and has not yet generated any substantial 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.
 
6
 
Note 4 - Fair Value

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

The levels of fair value hierarchy are as follows:

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

Note 5 – Notes and Loans Payable – Related Parties and Other
 
 
6/30/11
1.  12% note payable dated September 3, 2008, in the amount of $100,000, due September 3, 2009, collateralized by the Company’s assets and 80,000,000 shares of stock issued to the Company’s founder.  The note bears interest at
12% and is due monthly. The company did not pay the interest in January 2009 and the Lender began charging the default interest rate of 18%. The Lender granted extensions to August 14, 2009 to repay all unpaid accrued interest. The Company did not repay the note by September 3, 2009 or the related accrued interest by August 14, 2009 and is in default,. During December 2009,the current majority shareholder agreed to acquire the note payable from the original lender, and agreed to acquire the 80,000,000 shares of stock formerly issued to the Company’s founder. The Company is currently in negotiations with its major shareholders to restructure this debt that is in default.
 
 
$100,000
2.   On May 18, 2009, the Company issued two $10,000, one-year notes payable, to third parties.  The notes required payment of interest in the form of shares of common stock. 20,000 shares
were issued on May 18, 2009 and an additional 20,000 shares were issued on November 18, 2009. The stock issued as interest was valued by the debt holders at $400 ($0.02/share) at both dates.  Fair value was based upon recent cash offerings to third parties at $0.02/share in October 2008. The Company believes that the valuation of these shares based upon a quoted closing trade price is not the best available evidence among willing
buyers or sellers due to the stock being restricted and thinly traded at the date of issuance. Furthermore, the Company was inactive, so no valuation could be ascribed that would indicate
the shares had any additional value. These notes are unsecured, due on May 18, 2010 and are in default. Unpaid interest has been accrued through September 30, 2010.The Company expects to be
able to negotiate settlement of these notes during fiscal 2011.
 
 
  20,000
3.   6% unsecured loan payable to majority shareholder for payments he made on behalf of the company from Jan. 1, 2010 through June 30, 2011.
 
 
  83,097
4. 9% Note Payable to Agile, collateralized by assets, due November 14, 2011.
 $ 325,000
Total notes and loans payable
 $ 528,097
 
7
 
Note 6 – Common Stock

On August 14, 2008, the Company issued 80,000,000 shares of common stock, having a fair value of $8,000 ($0.0001/share), to its founder for pre-incorporation services. Fair value of the services provided reflected a more readily determinable fair value of the shares issued.  At September 30, 2008, the Company expensed this stock issuance as a component of general and administrative expenses. These shares were acquired during December 2009 by the current majority shareholder.

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

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

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

On May 18, 2009, the Company issued 20,000 shares of common stock, having a fair value of $400 ($0.02/share) to two lenders for interest.

On November 18, 2009, the Company issued 20,000 shares of common stock, having a fair value of $400 ($0.02/share) to two lenders for interest.

On October 25, 2010 the Company issued 16,500,000 shares of common stock in connection with the acquisition of the “Diamond Decision Assets” described in Note 2, having a fair value of $3,800,000.

Note 7 – Commitments and Contingencies

Related to the purchase of “Diamond Decision Assets”, the Seller, Agile shall have the right, at its sole option, to sell up to 10,000,000 of the Company’s shares, or any portion thereof back to the Company for a total consideration equal to all or a pro-rata portion of $2,800,000 if on or before the end of that fiscal quarter which ends June 30, 2011, (i) Omni has not achieved an annual quarterly sales of $10,000,000, (ii) Omni has not obtained total market capitalization of at least $50,000,000 and (iii) Omni has not achieved positive cash flow.  The Copany has achieved a market capitalization of $50,000,000 and there has been no request by Agile to sell the Company’s shares.

Note 8 – Subsequent Events

The Company has evaluated for subsequent events between the balance sheet date of June 30, 2011 and August 16, 2011.

The Company and its wholly-owned subsidiary have been continuously funded   by a significant shareholder and these amounts treated as loans.  Effective July 1, 2011, funds advanced will be converted into Common Stock of the Company at the end of each calendar quarter.   On   the last trading day of each calendar quarter, the advances for that quarter will be totaled and the total amount converted into Common Stock.  The conversion ratio for the advances into Common Stock will be based upon the average of the daily closing trading price of the Company’s Common stock during that calendar quarter,   discounted at the rate of 25%.

 
8
 
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.

Corporate Overview and History

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

The Company intended to develop properties on Indian reservations. However, during February 2010 there was a change in control as well as the business plans of the Company. Because of the failure of the sellers to resolve multiple issues related to bankruptcy proceedings as well as to achieve certain settlements with the four lien-holders on the property, the Company ceased pursuing the land acquisitions which were discussed in r previous filings.  At this time, the Company does not  have any real estate  ventures under development.

On November 15, 2010, the Company entered into a Purchase Agreement, Security Agreement and Promissory Note with Agile Opportunity Fund LLC to purchase certain assets defined as the “Diamond Decision Assets” which Agile had previously purchased from the Trustee in the Diamond Decisions Inc. Chapter 11 Bankruptcy Case.

PRVCY Couture Inc. (a wholly-owned subsidiary) was incorporated in the State of Nevada on December 7, 2010 to receive the assets defined as the “Diamond Decision Assets” and to engage in the manufacture and sale of men’s and women’s clothing. The assets purchased were: inventory, equipment, customer lists, domain names, websites, copyrighted materials, patents and trade marks. The purchase price for the assets were 16,500,000 shares of Omni Ventures Inc. common stock and a $325,000 note to Agile due November 14, 2011, bearing interest at 9% that is secured by assets.

Through our wholly owned subsidiary, PRVCY Couture, Inc. we have proceeded to sell our inventory of products directly to specialty stores (boutiques) and local chain stores, predominantly in the Western United States. We have continued our work with wholesale buyers, outsourced sales agents working with various retail outlets as well as launched our own online store at http://www.prvcypremium.com, which offers our inventory products for sale at retail prices to customers all over United States, Europe, Latin America and New Zealand.

 
Financial Condition, Liquidity and Capital Resources
 
Assets
 
At June 30, 2011, our total assets were $3,800,411 compared to our assets of $27 at September 30, 2010. The increase of $3,800,384 results mainly from the acquisition of the assets of Diamond Decisions.
 
 
Our total current assets totaled $693,994 at June 30, 2011, mainly inventory of apparel products.  Intangible assets, less amortization  amounted to $3,033,415.
 
 
Liabilities and Working Capital
 
The notes payable to related parties total $183,097 at June 30, 2011..  Other notes payable total $345,000, of which $325,000 is due on November 14, 2011.
 
 
Cash Requirements and Additional Funding
 
As of June 30, 2011 we had $9,556 in cash.  We estimate that we will require $2,000,000 to carry out our planned operations over the next 12 months.  We expect that some of those expenses will be paid by the money we receive from our net sales.  However, the current weakness of the U.S. and world economies could have harmful effects on our business.  This year, we expect consumers to spend less money on clothing than they have spent in recent years. Competition for these limited expenditures will likely become more intense. If consumers spend less and do not choose to spend their limited funds on our clothes, we will earn less revenue and we will not be able to fund our future operations through revenues from sales.
 
 
If we are unable to pay for our operations with our revenues, we will need to raise money by the sale of additional equity or debt securities or by borrowing money. The majority shareholder has continued to lend money to the Company, as needed.
 
 
We intend to actively seek to raise additional financing; however, there can be no assurance that additional financing will be available to us when needed or, if available, that it can be obtained on commercially reasonable terms. If we are not able to obtain the additional financing on a timely basis, we will not be able to meet our other obligations as they become due.
 
 
There is substantial doubt about our ability to continue as a going concern as the continuation of our business is dependent upon a combination of our ability to obtain further long-term financing, the successful and sufficient market acceptance of any product offerings that we may introduce, the continuing successful development of our product offerings, and, finally, our ability to achieve a profitable level of operations. The issuance of additional equity securities by us could result in a  dilution in the equity interests of our current stockholders. Obtaining commercial loans, assuming those loans would be available, would increase our liabilities and future cash commitments.
 
9
 
Nine Months Ended June  30, 2011 Compared to Nine Months Ended June 30, 2010

Revenues
 
Revenues for the nine months ended June 30, 2011, were $282,160  as compared to no earnings for the nine months ended June 30, 2010. We now have revenues as a result of the Company’s acquisition of the PRVCY Couture brand and the sales of apparel.

Gross Profit
 
Gross profit for the nine months ended June 30, 2011 was $55,252 as compared to none for the nine months ended June 30, 2010.  Gross profit relates to the sale of  PRVCY Couture apparel.

 
Operating Expenses
 
The company is in the development stage and expenses relate mainly to professional fees related to the acquisition of the “Diamond Decision” assets and the design and development of PRVCY Couture apparel for future sale. Operating Expenses incurred for the nine months ended June 30, 2011 were $412,077 which included $133,699 of non-cash depreciation and amortization compared to $26,005   for the nine months ended June 30, 2010.  Major expenses include professional fees ($138,840), and general and administrative ($95,548) which are mainly rent and personnel costs. The increase was mainly due to the Company’s acquisition of the PRVCY Brand, expenses related to the marketing and launching of that brand and amortization expense of intangible assets.

Income and Earnings Per Share
 
The Company’s net loss for the nine months ended June 30, 2011 was ($396,694) compared to a net loss of ($39,854) for the nine months ended June 30, 2010. Net income (loss) per weighted average share was $0.00 for the nine months ended June 30, 2011, as compared to $0.00 for the nine months ended June 30, 2010.

Three Months Ended June 30, 2011 Compared to Three Months Ended June 30, 2010

Revenues
 
Revenues for the three months ended June 30, 2011, were $22,085   as compared to no earnings for the three  months ended June 30, 2010. We continued to sell existing inventory in anticipation of a re-launch of the PRVCY Couture Brand of apparel.

Gross Profit
 
Gross profit for the three months ended June 30, 2011 was $5,740 as compared to none for the three months ended March 31, 2010.
 
Operating Expenses
 
Operating Expenses incurred for the three months ended June 30, 2011 were $126,398 which included $65,930 of non-cash depreciation and amortization compared to $5,557 for the three months ended June 30, 2010. The increase was mainly due to expenses related to the design and development and the marketing towards re-launching the PRVCY Couture.

Income and Earnings Per Share
 
The Company’s net loss for the three months ended June 30, 2011 was ($133,710) compared to a net loss of ($10,045) for the three months ended June 30, 2010.. Net income (loss) per weighted average share was ($0.00) for the three months ended June 30, 2011, as compared to $0.00 for the three months ended June 30, 2010.

 
Liquidity and Capital Resources
 
At June 30, 2011, our working capital was $57,221, as compared with a working capital deficit of ($239,688) at June 30, 2010.


Research and Development
 
In the three months ended June 30, 2011, the Company did not incur any expenses on research and development and nor did it incur any expenses for the period ending March 31, 201o.
 
Inflation
 
We believe that the impact of inflation on our operations since our inception has not been material.

 
10
 
Going Concern
 
As reflected in the accompanying financial statements, we have a net loss from inception of ($1,098,266).

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.
 
 
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.
 
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 June 30, 2011 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,  2011.

 
11
 
PART II - OTHER INFORMATION
 
Item 1. Legal Proceedings.
 
We are currently not involved in any litigation and 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.
 
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 and Reports of Form 8-K.
 
(a)  Exhibits

 
 

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

 
12
 
   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 .
 
 
August 19, 2011
By:/s/ Charles A. Lesser
 
Charles A. Lesser, President

 
 
 
E x hibit 31.1
 
 
CERTIFICATIONS
 
 
I, Charles A. Lesser, certify that:
 
 
1.           I have reviewed this quarterly Report on 10-Q -Q for the quarter ended June 30, 2011 of Omni Ventures, Inc.
 
 
2           Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
 
 
3.           Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
 
 
4.           The registrant's other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
 
 
(a)      Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
 
 
(b)      Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
 
 
(c)      Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
 
 
 
(d)      Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and
 
 
5.           The registrant's other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):
 
 
(a)      All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and
 
 
(b)      Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.
 
 

August 19, 2011
By:/s/ Charles A. Lesser
 
Charles A. Lesser, President

 
 
 

Exhibit 31.2
 
CERTIFICATIONS
 
 
I, Charles A. Lesser, certify that:
 
 
1.           I have reviewed this quarterly Report on Form 10-Q for the quarter ended June 30, 2011 of Omni Ventures, Inc. Inc.
 
 
2.           Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
 
 
3.           Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
 
 
4.
The registrant = s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
 
 
(a)      Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
 
 
(b)      Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
 
 
(c)      Evaluated the effectiveness of the registrant = s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
 
 
(d)      Disclosed in this report any change in the registrant = s internal control over financial reporting that occurred during the registrant = s most recent fiscal quarter (the registrant = s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant = s internal control over financial reporting; and
 
 
5.           The registrant = s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant = s auditors and the audit committee of the registrant = s board of directors (or persons performing the equivalent functions):
 
 
(a)      All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant = s ability to record, process, summarize and report financial information; and
 
 
(b)      Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant = s internal control over financial reporting.
 
 
August 19, 2011
By:/s/ Charles A. Lesser
 
Charles A. Lesser, President
 
Chief Financial Officer

 
 
 
Exhibit 32.1

CERTIFICATION PURSUANT TO
 
 
18 U.S.C. SECTION 1350
 
 
AS ADOPTED PURSUANT TO
 
 
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
 
 
In connection with the Quarterly Report of Onmi Ventures, Inc. (the "Company") on Form 10-Q for the quarter ended June 30, 2011 (the "Report"), the undersigned, in the capacity and on the date indicated below, hereby certifies pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:
 
 
1.           The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended; and
 
 
2.           The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.


 
August 19, 2011
By:/s/ Charles A. Lesser
 
Charles A. Lesser, President
 
Chief Financial Officer




Omni Ventures (CE) (USOTC:OMVE)
Historical Stock Chart
From Nov 2024 to Dec 2024 Click Here for more Omni Ventures (CE) Charts.
Omni Ventures (CE) (USOTC:OMVE)
Historical Stock Chart
From Dec 2023 to Dec 2024 Click Here for more Omni Ventures (CE) Charts.