SECURITIES
AND EXCHANGE COMMISSION
==================================
FORM
S-1
REGISTRATION
STATEMENT
UNDER
THE
SECURITIES ACT OF 1933
==================================
OMNI
VENTURES, INC.
(Exact
Name of Small Business Issuer in its Charter)
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Kansas
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263404322
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(State
of Incorporation)
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(Primary
Standard Classification Code)
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(IRS
Employer ID No.)
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15875
S. Cherry Ct, Suite 1
Olathe,
Kansas 66062
(913)
681-8193
(Address
and Telephone Number of Registrant’s Principal
Executive
Offices and Principal Place of Business)
Corporate
Stock Transfer, Inc.
3200
Cherry Creek Drive South, Suite 430
Denver,
Colorado 80209
(302)
282-4800
(Name,
Address and Telephone Number of Agent for Service)
Copies of
communications to:
GREGG
E. JACLIN, ESQ.
ANSLOW
& JACLIN, LLP
195
Route 9 South, Suite204
Manalapan,
NJ 07726
TELEPHONE
NO.: (732) 409-1212
FACSIMILE
NO.: (732) 577-1188
Approximate
date of commencement of proposed sale to the public: As soon as practicable
after this Registration Statement becomes effective. If any of the securities
being registered on this Form are to be offered on a delayed or continuous basis
pursuant to Rule 415 under the Securities Act of 1933, check the following box.
x
If this
Form is filed to register additional securities for an offering pursuant to Rule
462(b) under the Securities Act of 1933, please check the following box and list
the Securities Act registration Statement number of the earlier effective
registration statement for the same offering. o
If this
Form is a post-effective amendment filed pursuant to Rule 462(c) under the
Securities Act of 1933, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering.o If this Form is a
post-effective amendment filed pursuant to Rule 462(d) under the Securities Act
of 1933, check the following box and list the Securities Act registration
statement number of the earlier effective registration statement for the same
offering.o
If
delivery of the prospectus is expected to be made pursuant to Rule 434, please
check the following box. o
CALCULATION
OF REGISTRATION FEE
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Title
of Each Class Of Securities to be Registered
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Amount
to be
Registered
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Proposed
Maximum
Aggregate
Offering
Price
per
share
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Proposed
Maximum
Aggregate
Offering
Price
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Amount
of
Registration
fee
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Common
Stock, par value $.0001
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1,988,877
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$0.04
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$79,555.08
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$3.13
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The
offering price has been estimated solely for the purpose of computing the amount
of the registration fee in accordance with Rule 457(o). Our common stock is not
traded on any national exchange and in accordance with Rule 457; the offering
price was determined by the price shares were sold to our shareholders in a
private placement memorandum. The price of $0.04 is a fixed price at which the
selling security holders may sell their shares until our common stock is quoted
on the OTC Bulletin Board at which time the shares may be sold at prevailing
market prices or privately negotiated prices. The fixed price of $0.04 has been
determined as the selling price based upon the original purchase price paid by
the selling shareholders of $0.02 plus an increase based on the fact the shares
will be liquid and registered. There can be no assurance that a market maker
will agree to file the necessary documents with FINRA, which operates the OTC
Electronic Bulletin Board, nor can there be any assurance that such an
application for quotation will be approved.
PRELIMINARY
PROSPECTUS SUBJECT TO COMPLETION DATED DECEMBER 5, 2008.
The
registrant hereby amends this registration statement on such date or dates as
may be necessary to delay its effective date until the registrant shall file a
further amendment which specifically states that this registration statement
shall thereafter become effective in accordance with section 8(a) of the
securities act of 1933 or until the registration statement shall become
effective on such date as the commission, acting pursuant to said section 8(a),
may determine.
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1,988,877 SHARES OF
OMNI
VENTURES, INC.
COMMON
STOCK
The
selling shareholders named in this prospectus are offering all of the
shares of common stock offered through this prospectus. Our common stock
is presently not traded on any market or securities exchange. The
1,988,877 shares of our common stock can be sold by selling security
holders at a fixed price of $0.04 per share until our shares are quoted on
the OTC Bulletin Board and thereafter at prevailing market prices or
privately negotiated prices. There can be no assurance that a market maker
will agree to file the necessary documents with FINRA, which operates the
OTC Electronic Bulletin Board, nor can there be any assurance that such an
application for quotation will be approved. We have agreed to bear the
expenses relating to the registration of the shares for the selling
security holders.
THE
COMPANY IS CONSIDERED TO BE IN UNSOUND FINANCIAL CONDITION. PERSONS SHOULD
NOT INVEST UNLESS THEY CAN AFFORD TO LOSE THEIR ENTIRE
INVESTMENTS.
THE
PURCHASE OF THE SECURITIES OFFERED THROUGH THIS PROSPECTUS INVOLVES A HIGH
DEGREE OF RISK. YOU SHOULD CAREFULLY CONSIDER THE FACTORS DESCRIBED UNDER
THE HEADING “RISK FACTORS” BEGINNING ON PAGE 3.
Neither
the Securities and Exchange Commission nor any state securities commission
has approved or disapproved of these securities or passed upon the
adequacy or accuracy of this prospectus. Any representation to the
contrary is a criminal offense.
The
Date of This Prospectus Is: December , 2008
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HEADING
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ITEM
3. Summary Information, Risk Factors and Ratio of Earnings to Fixed
Charges.
PROSPECTUS
SUMMARY
This
summary highlights selected information contained elsewhere in this
prospectus. This summary does not contain all the information that
you should consider before investing in the common stock. You should
carefully read the entire prospectus, including “Risk Factors”, “Management’s
Discussion and Analysis of Financial Condition and Results of Operations” and
the Financial Statements, before making an investment decision .
ABOUT
OUR COMPANY
We were
incorporated on August 14, 2008 in the State of Kansas. On August 14, 2008,
Hollis Cunningham, our Founder and CEO was issued 80,000,000 common stock shares
and 20,000,000 preferred stock shares for pre-incorporation services. On
September 25, 2008, Hollis Cunningham returned 20,000,000 preferred shares of
his stock to our treasury.
On
September 17, 2008, our Articles of Incorporation were amended to increase the
authorized Common Stock to 200,000,000 shares and to increase the authorized
preferred stock to 50,000,000 shares.
Based on
our financial history since inception, our auditor has expressed substantial
doubt as to our ability to continue as a going concern. We are a development
stage company that has not generated revenues since inception. From inception to
September 30, 2008, we have incurred a net loss of $18,500. If we cannot obtain
sufficient funding, we may have to delay the implementation of our business
strategy. As of September 30, 2008, we had a total of $0 in cash.
We plan
to provide equity funding for commercial and recreational projects in the
Mid-west and Western areas of the United States. Our founder and Chief Executive
Officer, Hollis Cunningham, has been active in the development of commercial
projects for over forty years and has extensive knowledge and experience in this
field.
Our
primary goal is to provide housing and recreational activities that complement
the Native American gaming activities in the area. We believe that tourism in
these areas is becoming more oriented toward family activities. Our management
believes investment in these types of projects appropriately meets the market
need in these areas.
WHERE
YOU CAN FIND US
Our
principal executive office location and mailing address is 15875 S. Cherry Ct.,
Suite 1, Olathe, Kansas 66062. Our telephone number is (913)
681-8193.
Terms
of the Offering
The
selling shareholders named in this prospectus are offering all of the shares of
common stock offered through this prospectus. The selling stockholders are
selling shares of common stock covered by this prospectus for their own
account.
We will
not receive any of the proceeds from the sale of these shares. The offering
price of $0.04 was determined by the price shares were sold to our shareholders
in a private placement memorandum of $0.02 plus an increase based on the fact
the shares will be liquid and registered and is a fixed price at which the
selling security holders may sell their shares until our common stock is quoted
on the OTC Bulletin Board, at which time the shares may be sold at prevailing
market prices or privately negotiated prices. There can be no assurance that a
market maker will agree to file the necessary documents with FINRA, which
operates the OTC Electronic Bulletin Board, nor can there be any assurance that
such an application for quotation will be approved. We have agreed to bear the
expenses relating to the registration of the shares for the selling security
holders.
The
following summary financial data should be read in conjunction with
“Management’s Discussion and Analysis”, “Plan of Operation” and the Financial
Statements and Notes thereto, included elsewhere in this prospectus. The
statement of operations and balance sheet data from inception (August 14, 2008)
through September 30, 2008 are derived from our audited financial
statements.
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For
the Period from
August
14, 2008 (Inception) to
September
30, 2008
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STATEMENT
OF OPERATIONS
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Revenues
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$
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-
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Total
Operating Expenses
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$
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17,500
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Net
Loss
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$
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(18,500)
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As
of
September
30, 2008
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BALANCE
SHEET DATA
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Cash
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$
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-
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Total
Assets
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$
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92,500
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Total
Liabilities
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$
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103,000
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Stockholders’
Deficit
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$
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(10,500)
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An
investment in our common stock involves a high degree of risk. You should
carefully consider the risks described below and the other information in this
prospectus before investing in our common stock. If any of the following risks
occur, our business, operating results and financial condition could be
seriously harmed. Please note that throughout this prospectus, the words “we”,
“our” or “us” refer to the Company and not to the selling
stockholders.
WE
HAVE A LIMITED OPERATING HISTORY THAT YOU CAN USE TO EVALUATE US, AND THE
LIKELIHOOD OF OUR SUCCESS MUST BE CONSIDERED IN LIGHT OF THE PROBLEMS, EXPENSES,
DIFFICULTIES, COMPLICATIONS AND DELAYS FREQUENTLY ENCOUNTERED BY A SMALL
DEVELOPING COMPANY.
We were
incorporated in Kansas on August 14, 2008. We have no significant financial
resources and no revenues to date. The likelihood of our success must be
considered in light of the problems, expenses, difficulties, complications and
delays frequently encountered by a small developing company starting a new
business enterprise and the highly competitive environment in which we will
operate. Since we have a limited operating history, we cannot assure you that
our business will be profitable or that we will ever generate sufficient
revenues to meet our expenses and support our anticipated
activities.
WE
WILL REQUIRE FINANCING TO ACHIEVE OUR CURRENT BUSINESS STRATEGY AND OUR
INABILITY TO OBTAIN SUCH FINANCING COULD PROHIBIT US FROM EXECUTING OUR BUSINESS
PLAN AND CAUSE US TO SLOW DOWN OUR EXPANSION OF OPERATIONS.
We will
need to raise additional funds through public or private debt or sale of equity
to achieve our current business strategy. Such financing may not be available
when needed. Even if such financing is available, it may be on terms that are
materially adverse to your interests with respect to dilution of book value,
dividend preferences, liquidation preferences, or other terms. Our capital
requirements to implement our business strategy will be significant. Moreover,
in addition to monies needed to continue operations over the next twelve months,
we anticipate requiring additional funds in order to significantly expand our
operations and acquire the operating entities as set forth in our plan of
operations. No assurance can be given that such funds will be available or, if
available, will be on commercially reasonable terms satisfactory to us. There
can be no assurance that we will be able to obtain financing if and when it is
needed on terms we deem acceptable. If we are unable to obtain financing on
reasonable terms, we could be forced to delay or scale back our plans for
expansion. In addition, such inability to obtain financing on reasonable terms
could have a material adverse effect on our business, operating results, or
financial condition.
OUR
AUDITOR HAS EXPRESSED SUBSTANTIAL DOUBT AS TO OUR ABILITY TO CONTINUE AS A GOING
CONCERN.
Based on
our financial history since inception, our auditor has expressed substantial
doubt as to our ability to continue as a going concern. We are a development
stage company that has never generated any revenue. From inception (August 14,
2008) to September 30, 2008, we have incurred a net loss of $18,500; and a
working capital deficit and stockholders’ deficit of $10,500 and a deficit
accumulated during the development stage of $18,500 at September 30, 2008. These
factors raise substantial doubt about the Company’s ability to continue as a
going concern. If we cannot obtain sufficient funding, we may have to delay the
implementation of our business strategy.
OUR
FUTURE SUCCESS IS DEPENDENT, IN PART, ON THE PERFORMANCE AND CONTINUED SERVICE
OF HOLLIS CUNNINGHAM. WITHOUT MR. CUNNINGHAM’S CONTINUED SERVICE, WE MAY BE
FORCED TO INTERRUPT OR EVENTUALLY CEASE OUR OPERATIONS.
We are
presently dependent to a great extent upon the experience, abilities and
continued services of Hollis Cunningham, our chief executive officer. We
currently do not have an employment agreement with Hollis Cunningham. The loss
of the services of Mr. Cunningham could have a material adverse effect on our
business, financial condition or results of operation.
IF
OUR CASH FLOWS AND CAPITAL RESOURCES ARE INSUFFICIENT TO SERVICE OUR
INDEBTEDNESS, WE MAY BE FORCED TO REDUCE OR DELAY CAPITAL EXPENDITURES, SELL
ASSETS, SEEK ADDITIONAL CAPITAL OR RESTRUCTURE OR REFINANCE OUR INDEBTEDNESS,
INCLUDING THE NOTES.
If our
cash flows and capital resources are insufficient to service our indebtedness,
we may be forced to reduce or delay capital expenditures, sell assets, seek
additional capital or restructure or refinance our indebtedness, including the
notes. These alternative measures may not be successful and may not permit us to
meet our scheduled debt service obligations. Our ability to restructure or
refinance our debt will depend on the condition of the capital markets and our
financial condition at such time. Any refinancing of our debt could be at higher
interest rates and may require us to comply with more onerous covenants, which
could further restrict our business operations. In addition, the terms of
existing or future debt agreements, including our senior secured credit
facilities and the indenture governing the notes, may restrict us from adopting
some of these alternatives. In the absence of such operating results and
resources, we could face substantial liquidity problems and might be required to
dispose of material assets or operations to meet our debt service and other
obligations. We may not be able to consummate those dispositions for fair market
value or at all. Furthermore, any proceeds that we could realize from any such
dispositions may not be adequate to meet our debt service obligations then due.
The Sponsors have no continuing obligation to provide us with debt or equity
financing.
THE
RECENT SEVERE ECONOMIC DOWNTURN AND ADVERSE CONDITIONS IN THE LOCAL, REGIONAL,
NATIONAL AND GLOBAL MARKETS, HIGH ENERGY, AND GASOLINE PRICES COULD NEGATIVELY
AFFECT OUR OPERATIONS, AND MAY CONTINUE TO NEGATIVELY AFFECT OUR OPERATIONS IN
THE FUTURE AND COULD NEGATIVELY IMPACT OUR ABILITY TO ACCESS
FINANCING.
The
recent severe economic downturn and adverse conditions in the local, regional,
national and global markets, high energy, and gasoline prices could negatively
affect our operations, and may continue to negatively affect our operations in
the future and could negatively impact our ability to access financing. During
periods of economic contraction such as the current period, our revenues may
decrease while some of our costs remain fixed or even increase, resulting in
decreased earnings. Gaming and other leisure activities surrounding our planned
joint ventures, including the planned water park, represents discretionary
expenditures and participation in such activities may decline during economic
downturns, during which consumers generally earn less disposable income. Even an
uncertain economic outlook may adversely affect consumer spending in the gaming
operations, upon which our joint venture relies, as consumers spend less or do
not come at all in anticipation of a potential economic downturn.
WE
MAY HAVE A LIMITED ABILITY TO RESPOND TO CHANGING BUSINESS AND ECONOMIC
CONDITIONS AND TO WITHSTAND COMPETITIVE PRESSURES DUE TO OUR LIMITED CASH FLOW,
WHICH MAY AFFECT OUR ABILITY TO PERFORM UNDER OUR PROPOSED JOINT VENTURE
AGREEMENT WHICH COULD SEVERELY AFFECT OUR FINANCIAL CONDITION
As a
result of our poor cash position, we will need to secure substantial capital
through debt and/or equity financings in order to fund the planned joint venture
projects including the Nambe Pueblo Tribe in Santa Fe, New Mexico and otherwise
implement our business strategy. Our plans regarding the size, scope and phasing
of the joint venture projects may change as we formulate and finalize our
development plans. These changes may impact the timing and cost of the projects.
Based on preliminary budgets, management estimates total construction costs of
the Nambe Pueblo project to be approximately $100,000,000 (exclusive of
capitalized interest expense and related financing and other pre-opening costs).
We may have a limited ability to respond to changing business and economic
conditions and to withstand competitive pressures due to our limited cash flow,
which may affect our ability to perform under our proposed joint venture
agreement which could severely affect our financial condition.
EVEN
IF WE ARE ABLE TO RAISE ADDITIONAL CASH OR OBTAIN FINANCING THROUGH THE PUBLIC
OR PRIVATE SALE OF DEBT OR EQUITY SECURITIES, FUNDING FROM JOINT-VENTURE OR
STRATEGIC PARTNERS, DEBT FINANCING OR SHORT-TERM LOANS, THE TERMS OF SUCH
TRANSACTIONS MAY BE UNDULY EXPENSIVE OR BURDENSOME TO US OR DISADVANTAGEOUS TO
OUR EXISTING STOCKHOLDERS.
Even if
we are able to raise additional cash or obtain financing through the public or
private sale of debt or equity securities, funding from joint-venture or
strategic partners, debt financing or short-term loans, the terms of such
transactions may be unduly expensive or burdensome to us or disadvantageous to
our existing stockholders. For example, we may be forced to sell or issue our
securities at a price below the subscription price for the shares of our common
stock offered hereby, at significant discounts to market, or pursuant to onerous
terms and conditions, including the issuance of preferred stock with
disadvantageous dividend, voting or veto, board membership, conversion,
redemption or liquidation provisions; the issuance of convertible debt with
disadvantageous interest rates and conversion features; the issuance of warrants
with cashless exercise features; the issuance of securities with anti-dilution
provisions; the issuance of high-yield securities and bank debt with restrictive
covenants and security packages; and the grant of registration rights with
significant penalties for the failure to quickly register. If we raise debt
financing, we may be required to secure the financing with all of our business
assets, which could be sold or retained by the creditor should we default in our
payment obligations.
IT
IS UNCERTAIN THAT OUR NEGOTIATIONS WILL RESULT IN A CONTRACTUAL JOINT VENTURE
AGREEMENT, THE LACK OF WHICH COULD BE DETRIMENTAL TO OUR CURRENT BUSINESS
PLAN.
At this
time we are only in preliminary negotiation talks with the Nambe Pueblo Tribe in
Santa Fe, New Mexico, which is a project that we consider vital to the future
success of Omni Ventures, Inc. It is uncertain that our negotiations will result
in a contractual joint venture agreement, the lack of which could be detrimental
to our current business plan. Even if successful in our negotiations with the
Nambe Tribe, because we may be entirely dependent upon a very limited number of
projects for all of our cash flow, we will be subject to greater risks than a
company with more operating properties. We expect to have a limited number of
material assets or operations. As a result, even if we are successful in our
negotiations with the Nambe Pueblo, we likely will be entirely dependent upon
the Nambe Pueblo project for all of our cash flow for the foreseeable future.
Furthermore, the Nambe Pueblo project would not generate any significant
revenue for us until development thereof is at least partially completed and
operating, which is not expected until late 2009 or 2010.
WE
MAY BE UNABLE TO RETAIN OUR KEY EMPLOYEES OR ATTRACT, ASSIMILATE AND RETAIN
OTHER HIGHLY QUALIFIED EMPLOYEES IN THE FUTURE.
We will
need to attract, hire and retain talented management and other highly skilled
employees with experience and expertise in all areas of our business to be
successful. Competition for employees in our industry is highly competitive. We
may be unable to retain our key employees or attract, assimilate and retain
other highly qualified employees in the future. If we are not able to hire and
retain key employees our business and financial condition could be
harmed.
NEGATIVE
CHANGES IN FACTORS AFFECTING DISCRETIONARY SPENDING COULD REDUCE CUSTOMER DEMAND
FOR THE ENTERTAINMENT SERVICES WE WILL OFFER, THUS IMPOSING PRACTICAL LIMITS ON
PRICING AND HARMING OUR OPERATIONS.
The
strength and profitability of our business will depend on consumer demand for a
discretionary spending on entertainment, like casinos and our planned water
park. The terrorist attacks of September 11, 2001, and ongoing terrorist and war
activities of the United States and Iraq and elsewhere, had a negative impact on
leisure expenditures, including lodging, gaming and entertainment. We cannot
predict the extent to which terrorist and anti-terrorist activities may affect
us, directly or indirectly, in the future. An extended period of reduced
discretionary spending and/or disruptions or declines in travel and business
conventions, etc could significantly harm our operations. In particular, because
we expect that our business will rely heavily upon the adjacent Indian gaming
facilities, factors resulting in a decreased propensity to spend discretionary
income, like the terrorist attacks of September 11, 2001, could have a negative
impact on our future operations.
THE
PLANNED WATER PARK PROJECT IS GEARED TOWARD FAMILY RECREATIONAL ACTIVITIES,
WHICH REPRESENT DISCRETIONARY SPENDING. AN ECONOMIC SLOW-DOWN WOULD LIKELY CAUSE
A SUBSTANTIAL DECREASE IN REVENUES.
The
planned water park project is geared toward family recreational activities,
which represent discretionary spending. An economic slow-down would likely cause
a substantial decrease in revenues. In addition, these markets are competitive.
If a competing project were built within the market area there might not be
adequate revenues to make the water park a success. Changes in consumer
preferences or discretionary consumer spending could harm the success of our
planned water park.
PRELIMINARY
ARCHITECTURAL, ENGINEERING PLANS AND BUDGETING FOR THE INTENDED APARTMENT AND
WATER PARK PROJECTS WILL BE COMPLETED AS MUCH AS A YEAR IN ADVANCE, WHICH COULD
BECOME OBSOLETE BY THE TIME FINAL PRICING IS CACULATED.
Preliminary
architectural, engineering plans and budgeting for the intended apartment and
water park projects will be completed as much as a year in advance. By the time
final pricing is calculated, it is possible that costs of materials and labor
have increased to the point that construction of the project is no longer
feasible. Since we are a start-up Company, with very limited resources, the
occurrence of major pricing increases would likely be detrimental to the future
of the Company.
ALTHOUGH
PHASE 1, PRELIMINARY ENGINEERING AND RELATED ITEMS FOR THE PLANNED APARTMENT AND
WATER PARK PROJECTS WILL BE COMPLETED UP FRONT, IT IS POSSIBLE THAT PROBLEMATIC
CONDITIONS PERTAINING TO INFRASTRUCTURE REQUIREMENTS COULD ARISE.
Although
Phase 1, preliminary engineering and related items for the planned apartment and
water park projects will be completed up front, it is possible that problematic
conditions pertaining to infrastructure requirements could arise that would not
allow our planned project to go forward. Since we are a start-up Company with
very limited resources, the occurrence of a barrier to construction would likely
be detrimental to the future of the Company.
SINCE
OUR MARKETING PLAN FOR TENANTS WILL BE SPECIFICALLY GEARED TOWARD THE WORKING
CLASS POPULATION IN THE SURROUNDING VICINITY, IT IS POSSIBLE THAT IF THE CURRENT
RECESSION OR ECONOMIC SLOW-DOWN CONTINUES, IT WOULD LIKELY CAUSE A SUBSTANTIAL
LOSS OR DELAY IN REVENUE.
Since our
marketing plan for tenants will be specifically geared toward the working class
population in the surrounding vicinity, it is possible that if the current
recession or economic slow-down continues, it would likely cause a substantial
loss or delay in revenue. Since we are a start-up Company with very limited
resources, a long drawn-out continuation of the current recession or economic
slowdown would likely be detrimental to our specific marketing plan, which would
likely be detrimental to the Company.
New
Mexico, like much of the United States, has seen a significant problem with
excess inventory of homes. Although Santa Fe has faired better than many regions
in the country, there is still the very real possibility that the area could be
overbuilt with homes and apartments, thereby causing deep vacancies which would
jeopardize the success of the project.
DURING
WINTER SEASON, THE PLANNED WATER PARK WOULD LIKELY PRODUCE VERY LIMITED OR NO
REVENUES.
Santa Fe,
New Mexico has a relatively long and harsh winter season. During winter season,
the planned water park will likely produce very limited or no revenues. The
typical operating season for the planned is only 120 to 150 days out of the
year. Extended cold or inclement weather conditions could cause a major decrease
in operating revenues.
NEW
PROJECT FUNDING AND DEVELOPMENT HAS A NUMBER OF RISKS, INCLUDING RISKS
ASSOCIATED WITH, CONSTRUCTION DELAYS OR COST OVERRUNS THAT MAY INCREASE PROJECT
COSTS, CONSTRUCTION DEFECTS OR NONCOMPLIANCE WITH CONSTRUCTION SPECIFICATIONS,
AND RECEIPT OF ZONING, OCCUPANCY AND OTHER REQUIRED GOVERNMENTAL PERMITS AND
AUTHORIZATIONS.
We intend
to fund and develop apartments as part of our development of the planned joint
venture projects and other projects as suitable opportunities arise, taking into
consideration the general economic climate. New project funding and development
has a number of risks, including risks associated with, construction delays or
cost overruns that may increase project costs, construction defects or
noncompliance with construction specifications, and receipt of zoning, occupancy
and other required governmental permits and authorizations.
THERE
ARE SIGNIFICANT RISKS ASSOCIATED WITH MAJOR CONSTRUCTION PROJECTS THAT MAY
SUBSTANTIALLY INCREASE THE DEVELOPMENT COSTS OF OUR PLANNED JOINT VENTURES OR
PREVENT COMPLETION OF OUR DEVELOPMENT PLANS ON SCHEDULE.
There are
significant risks associated with major construction projects that may
substantially increase the development costs of our planned joint ventures or
prevent completion of our development plans on schedule. Major construction
projects of the scope and scale of our proposed projects entail significant
risks, including, shortages of materials or skilled labor, unforeseen
engineering, environmental and/or geological problems, work stoppages,
difficulties in obtaining licenses, permits and authorizations, weather
interference, unanticipated cost increases, unavailability of construction
equipment, development costs incurred for projects that are not pursued to
completion, so-called acts of God such as earthquakes, hurricanes, floods or
fires that could delay the development of a project, the availability and cost
of capital and/or debt financing, and governmental restrictions on the nature or
size of a project or timing of completion. Any one of these risks
could cause one of our development projects to be completed behind schedule or
over budget.
WE
CANNOT GIVE YOU ANY ASSURANCE THAT WE WILL NOT ISSUE ADDITIONAL COMMON OR
PREFERRED SHARES, OR OPTIONS OR WARRANTS TO PURCHASE THOSE SHARES, UNDER
CIRCUMSTANCES WE MAY DEEM APPROPRIATE AT THE TIME.
Our
issuance of additional shares of our common stock, or options or warrants to
purchase those shares, would dilute your proportionate ownership and voting
rights. Our issuance of shares of preferred stock, or options or warrants to
purchase those shares, could negatively impact the value of your shares of
common stock as the result of preferential voting rights or veto powers,
dividend rights, disproportionate rights to appoint directors to our board,
conversion rights, redemption rights and liquidation. We are entitled, under our
certificate of incorporation to issue up to 200 million common and 50 million
“blank check” preferred shares. After taking into consideration our outstanding
common and preferred shares as of December 5, 2008, we will be entitled to issue
up to 107,344,828 additional common shares and 50 million preferred shares. Our
board may generally issue those common and preferred shares, or options or
warrants to purchase those shares, without further approval by our stockholders
based upon such factors as our board of directors may deem relevant at that
time. Any preferred shares we may issue shall have such rights, preferences,
privileges and restrictions as may be designated from time-to-time by our board,
including preferential dividend rights, voting rights, conversion rights,
redemption rights and liquidation provisions.
WE
MAY HAVE DIFFICULTY IN ATTRACTING AND RETAINING MANAGEMENT AND OUTSIDE
INDEPENDENT MEMBERS TO OUR BOARD OF DIRECTORS AS A RESULT OF THEIR CONCERNS
RELATING TO THEIR INCREASED PERSONAL EXPOSURE TO LAWSUITS AND STOCKHOLDER CLAIMS
BY VIRTUE OF HOLDING THESE POSITIONS IN A PUBLICLY HELD COMPANY.
The
directors and management of publicly traded corporations are increasingly
concerned with the extent of their personal exposure to lawsuits and stockholder
claims, as well as governmental and creditor claims which may be made against
them, particularly in view of recent changes in securities laws imposing
additional duties, obligations and liabilities on management and directors. Due
to these perceived risks, directors and management are also becoming
increasingly concerned with the availability of directors and officers liability
insurance to pay on a timely basis the costs incurred in defending such claims.
We currently do not carry limited directors and officer’s liability insurance.
Directors and officers liability insurance has recently become much more
expensive and difficult to obtain. If we are unable to provide directors and
officers liability insurance at affordable rates, it may become increasingly
more difficult to attract and retain qualified outside directors to serve on our
board of directors.
VOTING
CONTROL OF OUR COMMON STOCK IS POSSESSED BY HOLLIS CUNNINGHAM. ADDITIONALLY,
THIS CONCENTRATION OF OWNERSHIP COULD DISCOURAGE OR PREVENT A POTENTIAL TAKEOVER
OF OMNI VENTURES, INC. THAT MIGHT OTHERWISE RESULT IN YOUR RECEIVING A PREMIUM
OVER THE MARKET PRICE FOR YOUR COMMON STOCK.
The
voting control of our common stock is possessed solely by Mr. Hollis Cunningham,
our chief executive officer. Mr. Cunningham owns 80,000,000 shares of our common
stock. Holders of our common stock are entitled to one non-cumulative
vote on all matters submitted to our stockholders. The result of Mr.
Cunningham's voting control is that he has the ability to control all matters
submitted to our stockholders for approval and to control our management and
affairs, including extraordinary transactions such as mergers and other changes
of corporate control, and going private transactions. Additionally, this
concentration of voting power could discourage or prevent a potential takeover
of the company that might otherwise result in your receiving a premium over the
market price for your common stock.
THE
ELIMINATION OF MONETARY LIABILITY AGAINST OUR DIRECTORS, OFFICERS AND EMPLOYEES
UNDER OUR ARTICLES OF INCORPORATION AND THE EXISTENCE OF INDEMNIFICATION RIGHTS
TO OUR DIRECTORS, OFFICERS AND EMPLOYEES MAY RESULT IN SUBSTANTIAL EXPENDITURES
BY OMNI VENTURES, INC. AND MAY DISCOURAGE LAWSUITS AGAINST OUR DIRECTORS,
OFFICERS AND EMPLOYEES.
Our
articles of incorporation contain provisions, which eliminate the liability of
our directors for monetary damages to us and our stockholders. Our bylaws also
require us to indemnify our officers and directors. We may also have contractual
indemnification obligations under our agreements with our directors, officers
and employees. The foregoing indemnification obligations could result in our
incurring substantial expenditures to cover the cost of settlement or damage
awards against directors, officers and employees, which we maybe unable to
recoup. These provisions and resultant costs may also discourage us from
bringing a lawsuit against directors, officers and employees for breaches of
their fiduciary duties, and may similarly discourage the filing of derivative
litigation by our stockholders against our directors, officers and employees
even though such actions, if successful, might otherwise benefit us and our
stockholders.
OUR
DIRECTORS HAVE THE RIGHT TO AUTHORIZE THE ISSUANCE OF ADDITIONAL SHARES OF OUR
PREFERRED STOCK AND ADDITIONAL SHARES OF OUR COMMON STOCK.
Our
directors, within the limitations and restrictions contained in our articles of
incorporation and without further action by our stockholders, have the authority
to issue shares of preferred stock from time to time in one or more series and
to fix the number of shares and the relative rights, conversion rights, voting
rights, and terms of redemption, liquidation preferences and any other
preferences, special rights and qualifications of any such series. We have no
intention of issuing additional shares of preferred stock at the present time.
Any issuance of additional shares of preferred stock could adversely affect the
rights of holders of our common stock. Should we issue additional shares of our
common stock at a later time, each investor's ownership interest in our stock
would be proportionally reduced. No investor will have any preemptive right to
acquire additional shares of our common stock, or any of our other
securities.
THE
OFFERING PRICE OF THE SHARES WAS SOLELY DETERMINED BASED UPON THE PRICE THE
SHARES WERE SOLD IN THEIR OFFERING, AND THEREFORE SHOULD NOT BE USED AS AN
INDICATOR OF THE FUTURE MARKET PRICE OF THE SECURITIES. THEREFORE, THE OFFERING
PRICE BEARS NO RELATIONSHIP TO THE ACTUAL VALUE OF THE COMPANY, AND MAY MAKE OUR
SHARES DIFFICULT TO SELL.
Since our
shares are not listed or quoted on any exchange or quotation system, the
offering price of $0.04 for the shares of common stock was determined based
upon the price the shares were sold to the investors in our private placement
memorandum. The facts considered in determining the offering price were our
financial condition and prospects, our limited operating history and the general
condition of the securities market. The offering price bears no relationship to
the book value, assets or earnings of our company or any other recognized
criteria of value. The offering price should not be regarded as an indicator of
the future market price of the securities.
THERE
IS NO ASSURANCE OF A PUBLIC MARKET OR THAT THE COMMON STOCK WILL EVER TRADE ON A
RECOGNIZED EXCHANGE. THEREFORE, YOU MAY BE UNABLE TO LIQUIDATE YOUR INVESTMENT
IN OUR STOCK.
There is
no established public trading market for our common stock. Our shares are not
and have not been listed or quoted on any exchange or quotation system. There
can be no assurance that a market maker will agree to file the necessary
documents with FINRA, which operates the OTC Electronic Bulletin Board, nor can
there be any assurance that such an application for quotation will be approved
or that a regular trading market will develop or that if developed, will be
sustained. In the absence of a trading market, an investor may be unable to
liquidate their investment.
OUR
COMMON STOCK IS CONSIDERED A PENNY STOCK, WHICH IS SUBJECT TO RESTRICTIONS ON
MARKETABILITY, SO YOU MAY NOT BE ABLE TO SELL YOUR SHARES.
If our
common stock becomes tradable in the secondary market, we will be subject to the
penny stock rules adopted by the Securities and Exchange Commission that require
brokers to provide extensive disclosure to their customers prior to executing
trades in penny stocks. These disclosure requirements may cause a reduction in
the trading activity of our common stock, which in all likelihood would make it
difficult for our shareholders to sell their securities.
COMPETITION
FOR THE TARGETED PROJECTS OF COMPANY, ESPECIALLY THE NAMBE, SANTA FE PROJECT IS
INTENSE.
We have
several large, well-financed competitors in the market for the Nambe Tribe
project. Our competitors are very strong. Many local banks as well as national
banks compete for the financing on these projects. Also, there are many
developers that offer design-build as well as financing for these projects. In
addition, there are several investment and venture capital companies such as
Western International Securities, Inc. Western is well capitalized and has a
long track record in financing procurement and capital investment in this
market. These companies compete directly with us for the financing and equity
capital for these projects. They have substantially greater capital resources,
marketing experience, and more extensive relationships with various Tribes than
we do.
Item
4.
The
selling stockholders are selling shares of common stock covered by this
prospectus for their own account. We will not receive any of the proceeds from
the sale of these shares. We have agreed to bear the expenses relating to the
registration of the shares for the selling security holders.
Item
5.
Since our
shares are not listed or quoted on any exchange or quotation system, the
offering price of the shares of common stock was determined by the price shares
were sold to our shareholders in our private placement which was completed in
November 2008 pursuant to an exemption under Rule 506 of Regulation
D.
The
offering price of the shares of our common stock does not necessarily bear any
relationship to our book value, assets, past operating results, financial
condition or any other established criteria of value. The facts considered in
determining the offering price were our financial condition and prospects, our
limited operating history and the general condition of the securities market.
Although our common stock is not listed on a public exchange, we will be filing
to obtain a listing on the Over-The-Counter Bulletin Board (OTCBB) concurrently
with the filing of this prospectus. In order to be quoted on the Bulletin Board,
a market maker must file an application on our behalf in order to make a market
for our common stock. There can be no assurance that a market maker will agree
to file the necessary documents with FINRA, which operates the OTC Electronic
Bulletin Board, nor can there be any assurance that such an application for
quotation will be approved.
In
addition, there is no assurance that our common stock will trade at market
prices in excess of the initial public offering price as prices for the common
stock in any public market which may develop will be determined in the
marketplace and may be influenced by many factors, including the depth and
liquidity.
Item
6.
The
common stock to be sold by the selling shareholders is common stock that is
currently issued. Accordingly, there will be no dilution to our existing
shareholders.
PENNY
STOCK CONSIDERATIONS
Our
common stock will be penny stock; therefore, trading in our securities is
subject to penny stock considerations. Broker-dealer practices in connection
with transactions in “penny stocks” are regulated by certain penny stock rules
adopted by the Securities and Exchange Commission.
Penny
stocks generally are equity securities with a price of less than $5.00 (other
than securities registered on certain national securities exchanges or quoted on
the NASDAQ system). Penny stock rules require a broker-dealer, prior to a
transaction in a penny stock not otherwise exempt from the rules, to deliver a
standardized risk disclosure document that provides information about penny
stocks and the risks in the penny stock market. The broker-dealer also must
provide the customer with current bid and offer quotations for the penny stock,
the compensation of the broker-dealer and its salesperson in the transaction,
and monthly account statements showing the market value of each penny stock held
in the customer’s account. The broker-dealer must also make a special written
determination that the penny stock is a suitable investment for the purchaser
and receive the purchaser’s written agreement to the transaction. These
requirements may have the effect of reducing the level of trading activity, if
any, in the secondary market for a security that becomes subject to the penny
stock rules. The additional burdens imposed upon broker-dealers by such
requirements may discourage broker-dealers from effecting transactions in our
securities, which could severely limit their market price and liquidity of our
securities. These requirements may restrict the ability of broker-dealers to
sell our common stock and may affect your ability to resell our common
stock.
Item
7.
The
shares being offered for sale by the selling stockholders consist of
the 1,988,877 shares of our common stock held by 48 shareholders of
which 610,000 were sold in our Regulation D Rule 506 offering completed in
November 2008 and 1,378,877 were issued pursuant to a consulting agreement with
Going Public, LLC.
The
following table sets forth the name of the selling stockholders, the number of
shares of common stock beneficially owned by each of the selling stockholders as
of December 5, 2008 and the number of shares of common stock being offered
by the selling stockholders. The shares being offered hereby are being
registered to permit public secondary trading, and the selling stockholders may
offer all or part of the shares for sale from time to time. However, the selling
stockholders are under no obligation to sell all or any portion of such shares
nor are the selling stockholders obligated to sell any shares immediately upon
effectiveness of this prospectus. All information with respect to share
ownership has been furnished by the selling stockholders.
|
Name
of Selling Stockholder
|
Shares
of Common Stock owned prior to offering
|
Shares
of common stock to be sold
|
Shares
of common stock owned after offering
|
Percent
of common stock owned after offering
|
|
Anderson,
Jim
|
10,000
|
10,000
|
0
|
0
|
|
Bare,
Mike
|
10,000
|
10,000
|
0
|
0
|
|
Beining,
Michael
|
10,000
|
10,000
|
0
|
0
|
|
Bell,
Charles W.
|
10,000
|
10,000
|
0
|
0
|
|
Brownlee,
Jeremy (p)
|
10,000
|
10,000
|
0
|
0
|
|
Brownlee,
Jr., Robert E. (p)
|
60,000
|
60,000
|
0
|
0
|
|
Calka,
Brian A.
|
10,000
|
10,000
|
0
|
0
|
|
Cunningham,
Matthew & Jennifer (b)(d)
|
10,000
|
10,000
|
0
|
0
|
|
Cunningham,
Tom(a)(c)
|
10,000
|
10,000
|
0
|
0
|
|
Dietz,
Alice (q)
|
10,000
|
10,000
|
0
|
0
|
|
Dietz,
Gerald (q) (g) (s)
|
10,000
|
10,000
|
0
|
0
|
|
Dietz,
Gerald P. (s)
|
10,000
|
10,000
|
0
|
0
|
|
Dietz,
William G. (q) (g)
|
10,000
|
10,000
|
0
|
0
|
|
Enjady,
Oliver
|
10,000
|
10,000
|
0
|
0
|
|
Faltus,
P.T.
|
10,000
|
10,000
|
0
|
0
|
|
Garrett,
Gene
|
60,000
|
60,000
|
0
|
0
|
|
Goebel,
Thomas
|
10,000
|
10,000
|
0
|
0
|
|
Hazelwood,
LaVone
|
10,000
|
10,000
|
0
|
0
|
|
Hemm,
William
|
10,000
|
10,000
|
0
|
0
|
|
Hill,
Samuel L.
|
50,000
|
50,000
|
0
|
0
|
|
Huson,
Randall Matthew
|
20,000
|
20,000
|
0
|
0
|
|
Hyer,
Chris (t)
|
10,000
|
10,000
|
0
|
0
|
|
Hyer,
Eric (t)
|
10,000
|
10,000
|
0
|
0
|
|
James,
Lindsay
|
10,000
|
10,000
|
0
|
0
|
|
Klancke,
Marianne
|
10,000
|
10,000
|
0
|
0
|
|
Maher,
James
|
10,000
|
10,000
|
0
|
0
|
|
Martin,
Deborah L.
|
10,000
|
10,000
|
0
|
0
|
|
McMullin,
Douglas
|
10,000
|
10,000
|
0
|
0
|
|
Moncrief,
Marvin C.
|
10,000
|
10,000
|
0
|
0
|
|
Newton,
Robert
|
50,000
|
50,000
|
0
|
0
|
|
Nunnink,
Kevin K.
|
10,000
|
10,000
|
0
|
0
|
|
Olson,
Timothy H.
|
10,000
|
10,000
|
0
|
0
|
|
Perry,
Frank S. (u)
|
20,000
|
20,000
|
0
|
0
|
|
Perry,
Scott L. (u)
|
10,000
|
10,000
|
0
|
0
|
|
Roach,
Ron (v)
|
10,000
|
10,000
|
0
|
0
|
|
Roach,
Steve (v)
|
10,000
|
10,000
|
0
|
0
|
|
Scroggin,
Mike
|
10,000
|
10,000
|
0
|
0
|
|
Simmons
Jr., Lee D.
|
10,000
|
10,000
|
0
|
0
|
|
Tolman,
Anjanette P. (n) (o)
|
10,000
|
10,000
|
0
|
0
|
|
Tolman,
Glen (n)
|
10,000
|
10,000
|
0
|
0
|
|
Warren,
G. Windsor
|
10,000
|
10,000
|
0
|
0
|
|
Sienna
Consultants, LLC (f) (m)
|
393,529
|
200,000
|
193,529
|
*
|
|
Carmel
Valley Corporation (i)
|
4,540,103
|
200,000
|
4,340,103
|
4.6%
|
|
The
Spina Group, LLC (e) (m)
|
1,645,666
|
200,000
|
1,445,666
|
1.5%
|
|
Bebeyim,
LLC (g) (m)
|
4,607,864
|
200,000
|
4,407,864
|
4.75%
|
|
Global
Lambent, LLC (h) (m)
|
329,133
|
200,000
|
129,133
|
*
|
|
Anslow
& Jaclin, LLP (j)
|
350,000
|
200,000
|
150,000
|
*
|
|
RBS
Associates(l) (m)
|
178,877
|
178,877
|
0
|
0
|
*Less than 1%
Except
as listed below, to our knowledge, none of the selling shareholders or their
beneficial owners:
1) Has had a
material relationship with us other than as a shareholder at any time within the
past three years; or
2) Has ever
been one of our officers or directors or an officer or director of our
predecessors or affiliates; or
3) Are a
broker-dealer or affiliated with a broker-dealer.
|
a.
|
Tom
Cunningham is the son of Hollis Cunningham, the CEO of Omni Ventures,
Inc.
|
|
b.
|
Mathew
Cunningham, age 29, is the grandson of Hollis Cunningham, the CEO of Omni
Ventures, Inc.
|
|
c.
|
Tom
Cunningham is the father of Mathew and Jennifer
Cunningham.
|
|
d.
|
Mathew
and Jennifer Cunningham are husband and
wife.
|
|
e.
|
Ralph
Spina is the sole Member of The Spina Group,
LLC.
|
|
f.
|
Lauren
F. Fishman is the sole Member of Sienna Consultants,
LLC.
|
|
g.
|
The
Members of Bebeyim, LLC are Marvin K. Rowe II and Birsen Uysal-Rowe,
husband and wife.
|
|
h.
|
Jeffrey
W. Rowe is sole Member of Global Lambent,
LLC.
|
|
i.
|
David
Rushing is the President of Carmel Valley
Corporation.
|
|
j.
|
Gregg
E. Jaclin is a partner of Anslow & Jaclin,
LLP.
|
|
k.
|
Jeffrey
W. Rowe and Marvin K. Rowe II are
brothers.
|
|
l.
|
Dr.
Ronald Schaefer is the President of RBS
Associates.
|
|
m.
|
Ralph
Spina, Lauren F. Fishman, Jeffrey W. Rowe, Marvin K. Rowe II, and Dr.
Ronald Schaefer are all employees or agents of Going Public,
LLC.
|
|
n.
|
Anjanette
P. Tolman, age 31, is the daughter of Glen
Tolman.
|
|
o.
|
Grant
Tolman, the wife of Anjanette P. Tolman, has a registered stock broker and
is the signor of the check for Anjanette P. Tolman, but not an
investor.
|
|
p.
|
Jeremy
Brownlee, age 28, is the son of Robert E. Brownlee,
Jr.
|
|
q.
|
Alice
Dietz is the mother of Gerald Dietz and William G.
Dietz.
|
|
r.
|
William
G. Dietz and Gerald Dietz are
brothers.
|
|
s.
|
Gerald
P. Dietz, age 30, is the son of Gerald
Dietz.
|
|
t.
|
Chris
Hyer, age 36, is the son of Eric
Hyer.
|
|
u.
|
Scott
L. Perry, age 32, is the son of Frank
Perry.
|
|
v.
|
Steve
Roach, age 31, is the son of Ron
Roach
|
Item
8.
The
selling security holders may sell some or all of their shares at a fixed price
of $0.04 per share until our shares are quoted on the OTC Bulletin Board and
thereafter at prevailing market prices or privately negotiated prices. Prior to
being quoted on the OTCBB, shareholders may sell their shares in private
transactions to other individuals. Although our common stock is not listed on a
public exchange, we will be filing to obtain a listing on the Over-The-Counter
Bulletin Board (OTCBB) concurrently with the filing of this prospectus. In order
to be quoted on the Bulletin Board, a market maker must file an application on
our behalf in order to make a market for our common stock. There can be no
assurance that a market maker will agree to file the necessary documents with
FINRA, which operates the OTC Electronic Bulletin Board, nor can there be any
assurance that such an application for quotation will be approved. However,
sales by selling security holder must be made at the fixed price of $0.04 until
a market develops for the stock.
Once a
market has been developed for our common stock, the shares may be sold or
distributed from time to time by the selling stockholders, who may be deemed to
be underwriters, directly to one or more purchasers or through brokers or
dealers who act solely as agents, at market prices prevailing at the time of
sale, at prices related to such prevailing market prices, at negotiated prices
or at fixed prices, which may be changed. The distribution of the shares
may be effected in one or more of the following methods:
|
o
|
ordinary
brokers transactions, which may include long or short
sales,
|
|
o
|
transactions
involving cross or block trades on any securities or market where our
common stock is trading, market where our common stock is
trading,
|
|
o
|
through
direct sales to purchasers or sales effected through
agents,
|
|
o
|
through
transactions in options, swaps or other derivatives (whether exchange
listed of otherwise), or exchange listed or otherwise),
or
|
|
o
|
any
combination of the foregoing.
|
In
addition, the selling stockholders may enter into hedging transactions with
broker-dealers who may engage in short sales, if short sales were permitted, of
shares in the course of hedging the positions they assume with the selling
stockholders. The selling stockholders may also enter into option or other
transactions with broker-dealers that require the delivery by such
broker-dealers of the shares, which shares may be resold thereafter pursuant to
this prospectus.
Brokers,
dealers, or agents participating in the distribution of the shares may receive
compensation in the form of discounts, concessions or commissions from the
selling stockholders and/or the purchasers of shares for whom such
broker-dealers may act as agent or to whom they may sell as principal, or both
(which compensation as to a particular broker-dealer may be in excess of
customary commissions). Neither the selling stockholders nor we can presently
estimate the amount of such compensation. We know of no existing arrangements
between the selling stockholders and any other stockholder, broker, dealer or
agent relating to the sale or distribution of the shares. We will not receive
any proceeds from the sale of the shares of the selling security holders
pursuant to this prospectus. We have agreed to bear the expenses of the
registration of the shares, including legal and accounting fees, and such
expenses are estimated to be approximately $50,000.
Notwithstanding
anything set forth herein, no FINRA member will charge commissions that exceed
8% of the total proceeds of the offering.
Item
9.
General
Our
authorized capital stock consists of 200,000,000 Shares of common stock, $0.0001
par value per Share and 50,000,000 shares of preferred stock, $0.001 par value.
There are no provisions in our charter or by-laws that would delay, defer or
prevent a change in our control.
Common
Stock
We are
authorized to issue 200,000,000 shares of common stock, $.0001 par value per
share. Currently there are 92,655,172 common shares
outstanding.
The
holders of our common stock have equal ratable rights to dividends from funds
legally available if and when declared by our board of directors and are
entitled to share ratably in all of our assets available for distribution to
holders of common stock upon liquidation, dissolution or winding up of our
affairs. Our common stock does not provide the right to a preemptive,
subscription or conversion rights and there are no redemption or sinking fund
provisions or rights. Our common stock holders are entitled to one
non-cumulative vote per share on all matters on which shareholders may
vote.
We refer
you to our Articles of Incorporation, Bylaws and the applicable statutes of the
state of Kansas for a more complete description of the rights and liabilities of
holders of our securities. All material terms of our common stock have been
addressed in this section.
Holders
of shares of our common stock do not have cumulative voting rights, which means
that the holders of more than 50% of the outstanding shares, voting for the
election of directors, can elect all of the directors to be elected, if they so
choose, and, in that event, the holders of the remaining shares will not be able
to elect any of our directors.
Preferred
Stock
We are
authorized to issue 50,000,000 Shares of preferred stock, $0.001 par value per
Share. The terms of the preferred Shares are at the discretion of the
board of directors. Currently there are no preferred Shares issued
and outstanding.
Dividends
We have
not paid any cash dividends to shareholders. The declaration of any future
cash dividends is at the discretion of our board of directors and
depends upon our earnings, if any, our capital requirements and
financial position, our general economic conditions, and other pertinent
conditions. It is our present intention not to pay any cash dividends in
the foreseeable future, but rather to reinvest earnings, if any, in our business
operations.
Warrants
There are
no outstanding warrants to purchase our securities.
Options
There are
no options to purchase our securities outstanding.
ITEM.10
Anslow
and Jaclin, LLP have been issued 350,000 shares of Omni Ventures, Inc. common
stock for consulting services and are offering 200,000 of such shares through
this offering. No other expert or counsel named in this prospectus as having
prepared or certified any part of this prospectus or having given an opinion
upon the validity of the securities being registered or upon other legal matters
in connection with the registration or offering of the common stock was employed
on a contingency basis, or had, or is to receive, in connection with the
offering, a substantial interest, direct or indirect, in the registrant or any
of its parents or subsidiaries. Nor was any such person connected with the
registrant or any of its parents or subsidiaries as a promoter, managing or
principal underwriter, voting trustee, director, officer, or
employee.
The
financial statements included in this prospectus and the registration statement
have been audited by Berman & Company, P.A. to the extent and for the
periods set forth in their report appearing elsewhere herein and in the
registration statement, and are included in reliance upon such report given upon
the authority of said firm as experts in auditing and accounting.
ITEM.11
Information with Respect to the Registrant.
We were
incorporated on August 14, 2008 in the State of Kansas. Effective August 14,
2008, Hollis Cunningham, our Founder and CEO was issued 80,000,000 common stock
shares and 20,000,000 preferred stock shares for pre-incorporation services. On
September 17, 2008, our Articles of Incorporation were amended to increase the
authorized Common Stock to 200,000,000 shares and to increase the authorized
preferred stock to 50,000,000 shares. Effective September 25, 2008, Hollis
Cunningham returned 20,000,000 preferred shares of his stock to our
treasury.
GENERAL
We were
incorporated in August 2008 in the State of Kansas. We plan to provide equity
funding for commercial and recreational projects in the Mid-west and Western
areas of the United States, with specialization in two different categories. One
is apartment projects to house employees that work for gaming and supporting
businesses. The other is recreational activities geared at family oriented
activities. Our founder and Chief Executive Officer, Hollis Cunningham, has been
active in the development of commercial projects for over forty years and has
extensive knowledge and experience in this field.
Our
primary goal is to provide housing and recreational activities that complement
the Native American gaming activities in the area. We believe that tourism in
these areas is becoming more oriented toward family activities. Our management
believes investment in these types of projects appropriately meets the market
need in these areas.
Market
research shows a continued and steady increase in tourism in the targeted areas,
especially in family oriented activities.
Our
management believes the increasing popularity of tourism in these areas is due
in part to demographic and social trends. Annual reports from Chamber of
Commerce and marketing news agencies in these areas indicate a steady trend
toward combining adult gaming with family activities such as winter sports,
water parks, and indoor fun centers.
THE
MARKET
Due to
the continued growth and expansion of the gaming and related business activities
in these areas, we believe there will be a continued demand for competitively
priced housing. As an example, the Company is currently negotiating with the
Nambe Pueblo Tribe in Santa Fe, New Mexico to fund a 240 unit apartment project
and an elaborate water park. The project is adjacent and complimentary to the
recently opened Buffalo Thunder Resort-Casino. Buffalo Thunder, at a cost of
several hundred million dollars, is one of the largest Resort-Casinos in New
Mexico and is currently hiring over one thousand employees to manage the
operation.
We
believe that the apartment project and the water park will be a value added
business investment for the local market as well as the Nambe
Pueblo.
These
projects are to be located on Native American Indian tribal land. Our plan,
which is supported by preliminary discussions, is that a lease for the
designated land needed for each project will be negotiated in favor of the
operating entity and subordinated to the Omni Joint Venture Agreement. Since
Native American Indian Tribes do not pay Federal income taxes, real estate
taxes, or State and local taxes, it is our view that these projects are much
safer and more profitable than typical, more conventional ventures.
COMPETITION
The
competition in this marketplace is strong. Many local banks as well as national
banks compete for the financing on these projects. Also, there are many
developers that offer design-build as well as financing for these projects. In
addition, there are several investment and venture capital companies such as
Western International Securities, Inc. Western is well capitalized and has a
long track record in financing procurement and capital investment in this
market. These companies compete directly with us for the financing and equity
capital for these projects. They have substantially greater capital resources,
marketing experience, and more extensive relationships with various Tribes than
we do.
We
believe, however, that our knowledge of the business, previous performance, and
reputation in the industry gives us a competitive edge in the
marketplace.
MARKETING
We are a
new, start-up, company and have not yet commenced any marketing programs. Due to
the nature of our business, we will not use national advertising or promotions.
Instead, we will utilize a direct marketing campaign primarily designed to meet
the needs of Native American developments.
Our
marketing campaign will focus on our web site, annual Tribal conferences, direct
point of contact marketing, and the use of marketing and development companies
with a proven track record in this field. We will also invite on-site visits of
our projects to prospective customers to promote our projects.
Our
business office is located at 15875 S. Cherry Ct., Suite 1, Olathe, Kansas
66062. Currently, this space is sufficient to meet our needs; however, if we
expand our business to a significant degree, we will have to find a larger
space.
There are
currently no legal proceedings pending or threatened against us.
There is
presently no public market for our shares of common stock. We anticipate
applying for trading of our common stock on the Over-the-Counter Bulletin Board
upon the effectiveness of the registration statement of which this prospectus
forms a part. However, we can provide no assurance that our shares of
common stock will be traded on the Bulletin Board or, if traded, that a public
market will materialize.
Holders of Our Common
Stock
As of
December 15, 2008, we had 49 shareholders of our common stock.
Rule 144
Shares
As of
December 15, 2008 there are no shares of our common stock which are currently
available for sale to the public and in accordance with the volume and trading
limitations of Rule 144 of the Act. After August 2009, the 80,000,000 shares of
our common stock held by Hollis Cunningham will become available for sale to the
public and in accordance with the volume and trading limitations of Rule 144 of
the Act. After September 2009 the 12,045,172 of our common shares
held by the 7 shareholders who were issued shares pursuant to the consultant
agreement with Going Public, LLC will become available for sale to the public
and in accordance with the volume and trading limitations of Rule 144 of the
Act. After November 2009, the 610,000 shares of our common stock held
by the 41 shareholders who purchased their shares in the Regulation D 506
offering by us will become available for sale to the public without complying
with the manner of sale, public information, volume limitation or notice
provisions of Rule 144.
In
general, under Rule 144 as currently in effect, a person who has beneficially
owned shares of a company’s common stock for at least six months is entitled to
sell shares without complying with the manner of sale, public information,
volume limitation or notice provisions of Rule 144.
Sales
under Rule 144 are also subject to manner of sale provisions and notice
requirements and to the availability of current public information about the
company. Under Rule 144(k), a person who is not one of the company’s affiliates
at any time during the three months preceding a sale, and who has beneficially
owned the shares proposed to be sold for at least one year, is entitled to sell
shares without complying with the manner of sale, public information, volume
limitation or notice provisions of Rule 144.
Stock Option
Grants
To date,
we have granted no stock options.
Registration
Rights
In our
Consulting Agreement with Going Public, LLC (“Consultant”), we granted them
piggy back registration rights whereby if we proposed to register our stock or
other securities under the Securities Act of 1933, as amended (the “Securities
Act”), including a registration effected by the us for shareholders, we would,
at such time, promptly give Consultant written notice of such registration, if
Consultant or its designees hold shares of restricted stock. Upon the written
request of Consultant given within twenty (20) days after mailing of such notice
buy the us, the we would cause to register under the Securities Act, at our
expense, all restricted shares of the Consultant, or Consultant’s designees or
transferees, requested by the Consultant to be registered.
AVAILABLE
INFORMATION
We have
filed with the SEC a registration statement on Form S-1 under the Securities Act
with respect to the common stock offered hereby. This prospectus, which
constitutes part of the registration statement, does not contain all of the
information set forth in the registration statement and the exhibits and
schedule thereto, certain parts of which are omitted in accordance with the
rules and regulations of the SEC. For further information regarding our common
stock and our company, please review the registration statement, including
exhibits, schedules and reports filed as a part thereof. Statements in this
prospectus as to the contents of any contract or other document filed as an
exhibit to the registration statement, set forth the material terms of such
contract or other document but are not necessarily complete, and in each
instance reference is made to the copy of such document filed as an exhibit to
the registration statement, each such statement being qualified in all respects
by such reference.
We are
also subject to the informational requirements of the Exchange Act which
requires us to file reports, proxy statements and other information with the
SEC. Such reports, proxy statements and other information along with the
registration statement, including the exhibits and schedules thereto, may be
inspected at public reference facilities of the SEC at 100 F Street N.E ,
Washington D.C. 20549. Copies of such material can be obtained from
the Public Reference Section of the SEC at prescribed rates. You may call the
SEC at 1-800-SEC-0330 for further information on the operation of the public
reference room. Because we file documents electronically with the SEC, you may
also obtain this information by visiting the SEC’s Internet website at
http://www.sec.gov.
(A
Development Stage Company)
Financial
Statements
September
30, 2008
CONTENTS
|
Page(s)
|
|
|
Report
of Independent Registered Public Accounting Firm
|
F-1
|
|
Balance
Sheet – As of September 30, 2008
|
F-2
|
|
Statement
of Operations – For the Period from August 14, 2008 (Inception) to
September 30, 2008
|
F-3
|
|
|
|
|
Statement
of Changes in Stockholders’ Deficit – For the Period from August
14, 2008 (Inception) to September 30, 2008
|
F-4
|
|
|
|
|
Statement
of Cash Flows – For the Period from August 14, 2008 (Inception) to
September 30, 2008
|
F-5
|
|
Notes
to Financial Statements
|
F-6
- F-12
|
REPORT
OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the
Board of Directors and Stockholders of: Omni Ventures, Inc.
We have
audited the accompanying balance sheet of Omni Ventures, Inc. (a development
stage company) as of September 30, 2008, and the related statements of
operations, changes in stockholder's deficit and cash flows for the period from
August 14, 2008 (inception) to September 30, 2008. These financial statements
are the responsibility of the Company's management. Our responsibility is to
express an opinion on these financial statements based on our
audit.
We
conducted our audit in accordance with the standards of the Public Company
Accounting Oversight Board (United States). Those standards require that we plan
and perform the audit to obtain reasonable assurance about whether the financial
statements are free of material misstatement. An audit includes examining, on a
test basis, evidence supporting the amounts and disclosures in the financial
statements. An audit also includes assessing the accounting principles used and
significant estimates made by management, as well as evaluating the overall
financial statement presentation. We believe that our audit provides a
reasonable basis for our opinion.
In our
opinion, the financial statements referred to above present fairly, in all
material respects, the financial position of Omni Ventures, Inc. (a development
stage company) as of September 30,
2008, and the results of its operations and its cash flows for the period from
August 14, 2008 (inception) to September 30, 2008, in conformity with accounting
principles generally accepted in the United States of America.
The
accompanying financial statements have been prepared assuming that the Company
will continue as a going concern. As discussed in Note 2 to the financial
statements, the Company has a net loss of $18,500 for the period from August 14,
2008 (inception) to September 30, 2008; and a working capital deficit and
stockholders' deficit of $10,500, and a deficit accumulated during the
development stage of $18,500 at September 30, 2008. These factors raise
substantial doubt about the Company's ability
to continue
as a going concern. Management's plan in regards to these matters is also
described in Note 2, The financial statements do not include any adjustments
that might result from the outcome of this uncertainty.
Berman
& Company, P.A.
Boca
Raton, Florida
November
26, 2008
551
NW 77th Street, Suite 107 • Boca Raton, FL 33467
Phone:
(561) 864.4444
• Fax: (561) 892-3715
www.bermancpas.com
• info@berrnancpas.corn
Registered
with the PCAOB • Member
AICPA Center for
Audit Quality
Member
American Institute
of Certified Public Accountants
Member
Florida institute
of Certi*d Public Accountants
|
Omni
Ventures, Inc.
|
||||
|
(A
Development Stage Company)
|
||||
|
Balance
Sheet
|
||||
|
September 30,
2008
|
||||
|
Assets
|
||||
|
Current
Assets
|
||||
|
Prepaid
expense
|
$ | 92,500 | ||
|
Total
Current Assets
|
92,500 | |||
|
Total
Assets
|
$ | 92,500 | ||
|
Liabilities and
Stockholders' Deficit
|
||||
|
Current
Liabilities
|
||||
|
Accrued
expenses
|
$ | 3,000 | ||
|
Note
payable
|
100,000 | |||
|
Total
Current Liabilities
|
103,000 | |||
|
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;
|
||||
|
80,000,000
shares issued and outstanding
|
8,000 | |||
|
Deficit
accumulated during the development stage
|
(18,500 | ) | ||
|
Total
Stockholders' Deficit
|
(10,500 | ) | ||
|
Total
Liabilities & Stockholders' Deficit
|
$ | 92,500 | ||
See
accompanying notes to financial statements.
|
Omni
Ventures, Inc.
|
||||
|
(A
Development Stage Company)
|
||||
|
Statement
of Operations
|
||||
|
For the Period from
August 14, 2008 (Inception) to September 30, 2008
|
||||
|
Revenues
|
$ | - | ||
|
Operating
Expenses
|
||||
|
General and
administrative
|
17,500 | |||
|
Total Operating
Expenses
|
17,500 | |||
|
Loss from
Operations
|
(17,500 | ) | ||
|
Other
Expense
|
||||
|
Interest
Expense
|
1,000 | |||
|
Total Other
Expense
|
1,000 | |||
|
Net Loss
|
$ | (18,500 | ) | |
|
Net Loss per Share - Basic and
Diluted
|
$ | (0.00 | ) | |
|
Weighted Average Number of Shares
Outstanding
|
||||
|
During the Period - Basic and
Diluted
|
80,000,000 | |||
See
accompanying notes to financial statements.
|
Omni
Ventures, Inc.
|
||||||||||||||||
|
(A
Development Stage Company)
|
||||||||||||||||
|
Statement
of Changes in Stockholders' Deficit
|
||||||||||||||||
|
For the Period from
August 14, 2008 (Inception) to September 30, 2008
|
||||||||||||||||
|
Deficit
|
Total
|
|||||||||||||||
|
Common
Stock, $0.0001 Par Value
|
Accumulated
During
|
Stockholders'
|
||||||||||||||
|
Shares
|
Amount
|
the
Development Stage
|
Deficit
|
|||||||||||||
|
Common
stock issued for pre-incorporation services - founder
($0.0001/share)
|
80,000,000 | $ | 8,000 | $ | - | $ | 8,000 | |||||||||
|
Net
loss for the period from August 14, 2008 (inception) to September 30,
2008
|
- | - | (18,500 | ) | (18,500 | ) | ||||||||||
|
Balance
- September 30, 2008
|
80,000,000 | $ | 8,000 | $ | (18,500 | ) | $ | (10,500 | ) | |||||||
See
accompanying notes to financial statements.
|
Omni
Ventures, Inc.
|
||||
|
(A
Development Stage Company)
|
||||
|
Statement
of Cash Flows
|
||||
|
For the Period from
August 14, 2008 (Inception) to September 30, 2008
|
||||
|
CASH FLOWS FROM OPERATING
ACTIVITIES:
|
||||
|
Net loss
|
$ | (18,500 | ) | |
|
Adjustments to
reconcile net loss to net cash used in operating
activities:
|
||||
|
Amortization
|
7,500 | |||
|
Common
stock issued for pre-incorporation services -
founder
|
8,000 | |||
|
Change
in operating assets and liabilities
|
||||
|
Increase
(decrease) in:
|
||||
|
Accrued
expenses
|
3,000 | |||
|
Net
Cash Used In Operating Activities
|
- | |||
|
Net Increase in
Cash
|
$ | - | ||
|
Cash - Beginning of
Period
|
- | |||
|
Cash - End of
Period
|
$ | - | ||
|
SUPPLEMENTARY CASH FLOW
INFORMATION:
|
||||
|
Cash paid during the period
for:
|
||||
|
Income
taxes
|
$ | - | ||
|
Interest
|
$ | - | ||
|
SUPPLEMENTARY DISCLOSURE OF
NON-CASH INVESTING AND FINANCING ACTIVITIES:
|
||||
|
Note
payable issued for future services
|
$ | 100,000 | ||
See
accompanying notes to financial statements.
Omni
Ventures, Inc.
(A
Development Stage Company)
Notes
to Financial Statements
September 30,
2008
Note 1 Nature of Operations
and Summary of Significant Accounting Policies
Nature
of Operations
Omni
Ventures, Inc. (the “Company”), was incorporated in the State of Kansas on
August 14, 2008.
The
Company intends to become a real estate development company. The
Company is searching to develop properties on Indian reservations.
Development
Stage
The
Company's financial statements are presented as those of a development stage
enterprise. Activities during the development stage primarily include equity
based financing and further implementation of the business plan. The Company has
not generated any revenues since inception.
Risks
and Uncertainties
The
Company's operations will be subject to significant risk and uncertainties
including financial, operational, regulatory and other risks associated with a
development stage company, including the potential risk of business
failure.
Use
of Estimates
The
preparation of financial statements in conformity with generally accepted
accounting principles in the United States of America requires management to
make estimates and assumptions that affect the reported amounts of assets and
liabilities, disclosure of contingent assets and liabilities at the date of the
financial statements and the reported amounts of revenue and expenses during the
reporting period. Actual results could differ from those estimates.
A
significant estimate in 2008 included a 100% valuation allowance for deferred
taxes due to the Company’s continuing and expected future losses.
Cash
and Cash Equivalents
The
Company considers all highly liquid instruments purchased with a maturity of
three months or less and money market accounts to be cash
equivalents. The Company had no cash equivalents at September 30,
2008.
The
Company minimizes its credit risk associated with cash by periodically
evaluating the credit quality of its primary financial institution. The balance
at times may exceed federally insured limits. At September 30, 2008,
there were no balances that exceeded the federally insured limit.
Omni
Ventures, Inc.
(A
Development Stage Company)
Notes
to Financial Statements
September 30,
2008
Earnings
per Share
Basic
earnings (loss) per share is computed by dividing net income (loss) by weighted
average number of shares of common stock outstanding during each
period. Diluted earnings (loss) per share is computed by dividing net
income (loss) by the weighted average number of shares of common stock, common
stock equivalents and potentially dilutive securities outstanding during the
period. For the period from August 14, 2008 (inception) to September 30, 2008,
the Company had no common stock equivalents that could potentially dilute future
earnings (loss) per share; hence, a separate computation of diluted earnings
(loss) per share is not presented, as the Company reflects a net loss and the
effect of considering any common stock equivalents if outstanding would have
been anti-dilutive.
Stock-Based
Compensation
All
share-based payments to employees will be recorded and expensed in the statement
of operations as applicable under SFAS No. 123R “Share-Based
Payment”. For the period from August 14, 2008 (inception) to
September 30, 2008, the Company has not issued any stock based compensation to
employees.
Non-Employee
Stock Based Compensation
Stock-based
compensation awards issued to non-employees for services will be recorded at
either the fair value of the services rendered or the instruments issued in
exchange for such services, whichever is more readily determinable, using the
measurement date guidelines enumerated in Emerging Issues Task Force Issue EITF
No. 96-18, “Accounting for
Equity Instruments That Are Issued to Other Than Employees for Acquiring, or in
Conjunction with Selling, Goods or Services” (“EITF 96-18”). For the
period from August 14, 2008 (inception) to September 30, 2008, the Company has
not issued any stock based compensation to third parties.
Income
Taxes
The Company accounts for income taxes under the
liability method in accordance with Statement of Financial
Accounting Standards No.
109, "Accounting for
Income Taxes." Under this method, deferred
income tax assets and liabilities are determined based on
differences between the financial reporting and tax bases of assets
and liabilities and are measured using the enacted tax
rates and laws that will be in effect when
the differences are expected to
reverse.
The
Company adopted the provisions of FASB Interpretation No. 48; “Accounting for Uncertainty in
Income Taxes-An Interpretation of FASB Statement No. 109” (“FIN
48”). FIN 48 contains a two-step approach to recognizing and
measuring uncertain tax positions. The first step is to evaluate the tax
position for recognition by determining if the weight of available evidence
indicates it is more likely than not, that the position will be sustained on
audit, including resolution of related appeals or litigation processes, if any.
The second step is to measure the tax benefit as the largest amount, which is
more than 50% likely of being realized upon ultimate settlement. The Company
considers many factors when evaluating and estimating the Company’s tax
positions and tax benefits, which may require periodic adjustments. At September
30, 2008, the Company did not record any liabilities for uncertain tax
positions.
Omni
Ventures, Inc.
(A
Development Stage Company)
Notes
to Financial Statements
September 30,
2008
Fair
Value of Financial Instruments
The carrying amounts of the Company’s
short-term financial instruments, including prepaid expense, accrued expenses and a
note payable, approximate
fair value due to the relatively short period to maturity for these instruments.
Segment
Information
The
Company follows Statement of Financial Accounting Standards No. 131, "Disclosures about Segments of an
Enterprise and Related Information." During 2008, the Company
only operated in one segment; therefore, segment information has not been
presented.
Recent
Accounting Pronouncements
In
September 2006, the FASB issued SFAS No. 157, “Fair Value Measurements”
(“SFAS 157”), which clarifies the principle that fair value should be based on
the assumptions that market participants would use when pricing an asset or
liability. It also defines fair value and established a hierarchy
that prioritizes the information used to develop assumptions. SFAS
No. 157 is effective for financial statements issued for fiscal years beginning
after November 15, 2007. The adoption of SFAS No. 157 did not have a
material effect on the Company’s financial position, results of operations or
cash flows.
In
February 2007, the FASB issued SFAS 159, “The Fair Value Option for Financial
Assets and Financial Liabilities” (“SFAS 159”), which permits entities to
choose to measure many financial instruments and certain other items at fair
value. The unrealized gains and losses on items for which the fair value option
has been elected should be reported in earnings. The decision to
elect the fair value option is determined on an instrument-by-instrument basis,
should be applied to an entire instrument and is irrevocable. Assets
and liabilities measured at fair values pursuant to the fair value option should
be reported separately in the balance sheet from those instruments measured
using other measurement attributes. SFAS No. 159 is effective as
of the beginning of the Company’s 2008 fiscal year. The adoption of
SFAS No. 159 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
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.
Omni
Ventures, Inc.
(A
Development Stage Company)
Notes
to Financial Statements
September 30,
2008
The
adoption of SFAS No. 160 is not expected to 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 is not expected to
have a material effect on the Company’s financial position, results of
operations or cash flows.
In
January 2008, the SEC released SAB No. 110, which amends SAB No. 107 which
provided a simplified approach for estimating the expected term of a “plain
vanilla” option, which is required for application of the Black-Scholes option
pricing model (and other models) for valuing share options. At the time, the
Staff acknowledged that, for companies choosing not to rely on their own
historical option exercise data (i.e., because such data did not provide a
reasonable basis for estimating the term), information about exercise patterns
with respect to plain vanilla options granted by other companies might not be
available in the near term; accordingly, in SAB No. 107, the Staff permitted use
of a simplified approach for estimating the term of plain vanilla options
granted on or before December 31, 2007. The information concerning exercise
behavior that the Staff contemplated would be available by such date has not
materialized for many companies. Thus, in SAB No. 110, the Staff continues to
allow use of the simplified rule for estimating the expected term of plain
vanilla options until such time as the relevant data becomes widely available.
The Company does not expect its adoption of SAB No. 110 to have a material
impact on its financial position, results of operations or cash
flows.
In March
2008, the FASB issued SFAS No. 161 “Disclosures about Derivative
Instruments and Hedging Activities—An Amendment of FASB Statement
No. 133.” (“SFAS 161”). SFAS 161 establishes the disclosure
requirements for derivative instruments and for hedging activities with the
intent to provide financial statement users with an enhanced understanding of
the entity’s use of derivative instruments, the accounting of derivative
instruments and related hedged items under Statement 133 and its related
interpretations, and the effects of these instruments on the entity’s financial
position, financial performance, and cash flows. This statement is
effective for financial statements issued for fiscal years beginning after
November 15, 2008. The Company does not expect its adoption of SFAS 161 to
have a material impact on its financial position, results of operations or cash
flows.
Omni
Ventures, Inc.
(A
Development Stage Company)
Notes
to Financial Statements
September 30,
2008
In April
2008, the FASB issued FASB Staff Position (“FSP”) SFAS No. 142-3, “Determination of the Useful Life of
Intangible Assets”. This FSP amends the factors that should be considered
in developing renewal or extension assumptions used to determine the useful life
of a recognized intangible asset under FASB Statement No. 142, “Goodwill and Other Intangible
Assets” (“SFAS 142”). The intent of this FSP is to improve the
consistency between the useful life of a recognized intangible asset under
SFAS 142 and the period of expected cash flows used to measure the fair
value of the asset under SFAS 141R, and other GAAP. This FSP 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 Company is currently evaluating the impact of SFAS FSP 142-3,
but does not expect the adoption of this pronouncement will have a material
impact on its financial position, results of operations or cash
flows.
In May
2008, the FASB issued SFAS No. 162, “The Hierarchy of Generally Accepted
Accounting Principles” (“SFAS 162”). SFAS 162 identifies the
sources of accounting principles and the framework for selecting principles to
be used in the preparation of financial statements of nongovernmental entities
that are presented in conformity with generally accepted accounting principles
in the United States. This statement is effective 60 days following the
SEC’s approval of the Public Company Accounting Oversight Board’s amendments to
AU section 411, The Meaning of Present Fairly in Conformity with Generally
Accepted Accounting Principles. The Company is currently evaluating
the impact of SFAS 162, but does not expect the adoption of this pronouncement
will have a material impact on its financial position, results of operations or
cash flows.
In
October 2008, the FASB issued FSP FAS 157-3, “Determining the Fair Value of a
Financial Asset When the Market For That Asset Is Not Active” (“FSP FAS
157-3”), with an immediate effective date, including prior periods for which
financial statements have not been issued. FSP FAS 157-3 amends FAS 157 to
clarify the application of fair value in inactive markets and allows for the use
of management’s internal assumptions about future cash flows with appropriately
risk-adjusted discount rates when relevant observable market data does not
exist. The objective of FAS 157 has not changed and continues to be the
determination of the price that would be received in an orderly transaction that
is not a forced liquidation or distressed sale at the measurement date.
The adoption of FSP FAS 157-3 is not expected to have a material effect on the
Company’s financial position, results of operations or cash flows.
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.
Omni
Ventures, Inc.
(A
Development Stage Company)
Notes
to Financial Statements
September 30,
2008
Note 2 Going
Concern
As
reflected in the accompanying financial statements, the Company has a net loss
of $18,500 for the period from August 14, 2008 (inception) to September 30,
2008; and a working capital deficit and stockholders’ deficit of $10,500 and a
deficit accumulated during the development stage of $18,500 at September 30,
2008. In addition, 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 3 Note
Payable
On
September 3, 2008, the Company entered into an agreement for future consulting
services. In exchange for these future services, the Company issued a $100,000,
one-year note payable. The note bears interest at 12%, is due monthly, is
secured by the Company’s assets and 80,000,000 shares issued to the Company’s
founder and is due on September 3, 2009 (See Note 5).
The
Company is amortizing the related services over a one-year
period. The Company has expensed $7,500 for the period from August
14, 2008 (inception) to September 30, 2008, and the remaining $92,500 is
reflected as a prepaid expense.
At
September 30, 2008, this note represents a 100% concentration in debt
financing.
Note 4 Income
Taxes
SFAS No.
109 requires the recognition of deferred tax assets and liabilities for both the
expected impact of differences between the financial statements and the tax
basis of assets and liabilities, and for the expected future tax benefit to be
derived from tax losses and tax credit carryforwards. SFAS No. 109
additionally requires the establishment of a valuation allowance to reflect the
likelihood of realization of deferred tax assets.
The
Company has a net operating loss carryforward for tax purposes totaling $10,500
at September 30, 2008, expiring through 2028. Internal Revenue Code Section 382
places a limitation on the amount of taxable income that can be offset by
carryforwards after a change in control (generally greater than a 50% change in
ownership). Temporary differences, which give rise to a net deferred
tax asset, are as follows:
Omni
Ventures, Inc.
(A
Development Stage Company)
Notes
to Financial Statements
September 30,
2008
Significant
deferred tax assets at September 30, 2008 are as follows:
|
Gross
deferred tax assets:
|
||||
|
Net
operating loss carryforwards
|
$ | (3,847 | ) | |
|
Total
deferred tax assets
|
(3,847 | ) | ||
|
Less:
valuation allowance
|
3,847 | |||
|
Net
deferred tax asset recorded
|
$ | - | ||
The
valuation allowance at August 14, 2008 (inception) was $0. The net change in
valuation allowance during the period ended September 30, 2008, was an increase
of $3,847. In assessing the realizability of deferred tax assets,
management considers whether it is more likely than not that some portion or all
of the deferred income tax assets will not be realized. The ultimate
realization of deferred income tax assets is dependent upon the generation of
future taxable income during the periods in which those temporary differences
become deductible. Management considers the scheduled reversal of
deferred income tax liabilities, projected future taxable income, and tax
planning strategies in making this assessment. Based on
consideration of these items, management has determined that enough uncertainty
exists relative to the realization of the deferred income tax asset balances to
warrant the application of a full valuation allowance as of September 30,
2008.
The
actual tax benefit differs from the expected tax benefit for the period ended
September 30, 2008 (computed by applying the U.S. Federal Corporate tax rate of
34% to income before taxes and 4% for State income taxes, a blended rate of
36.64%) as follows:
|
Expected
tax expense (benefit) - Federal
|
$ | (6,038 | ) | |
|
Expected
tax expense (benefit) - State
|
(740 | ) | ||
|
Stock
issued for pre-incorporation services
|
2,931 | |||
|
Change
in valuation allowance
|
3,847 | |||
|
Actual
tax expense (benefit)
|
$ | - |
Note 5 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.
These shares are being held by a third party escrow agent as security on a note
payable in the event of default (See Note 3).
Note 6 Subsequent
Events
On
October 6, 2008, the Company’s Chairman provided a $20,000 unsecured revolving
line of credit. The debt bears interest at 12%, the interest is due
monthly and the debt is due on demand. During October 2008, the
Company received proceeds of $3,300 and during October and November 2008, the
Company repaid $1,500.
In
October 2008, the Company issued 610,000 shares of common stock, for $12,200
($0.02/share), under a private placement to third party investors.
On
November 26, 2008, the Company issued 12,045,172 shares of common stock to
consultants for future services having a fair value of $240,903 ($0.02/share)
based upon the recent cash offering price. The services will be
rendered during the period December 1, 2008 through August 31,
2009.
Our
directors and officers are indemnified as provided by the Kansas Statutes and
our Bylaws. We have agreed to indemnify each of our directors and certain
officers against certain liabilities, including liabilities under the Securities
Act of 1933. Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to our directors, officers and
controlling persons pursuant to the provisions described above, or otherwise, we
have been advised that in the opinion of the Securities and Exchange Commission
such indemnification is against public policy as expressed in the Securities Act
of 1933 and is, therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than our payment of expenses
incurred or paid by our director, officer or controlling person in the
successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, we will, unless in the opinion of our counsel the matter has been
settled by controlling precedent, submit to a court of appropriate jurisdiction
the question whether such indemnification by it is against public policy as
expressed in the Securities Act and will be governed by the final adjudication
of such issue.
We have
been advised that in the opinion of the Securities and Exchange Commission
indemnification for liabilities arising under the Securities Act is against
public policy as expressed in the Securities Act, and is, therefore,
unenforceable. In the event that a claim for indemnification against such
liabilities is asserted by one of our directors, officers, or controlling
persons in connection with the securities being registered, we will, unless in
the opinion of our legal counsel the matter has been settled by controlling
precedent, submit the question of whether such indemnification is against public
policy to a court of appropriate jurisdiction. We will then be governed by the
court’s decision.
MANAGEMENT
DISCUSSION AND ANALYSIS
This
section of the Registration Statement includes a number of forward-looking
statements that reflect our current views with respect to future events and
financial performance. Forward-looking statements are often identified by words
like believe, expect, estimate, anticipate, intend, project and similar
expressions, or words which, by their nature, refer to future events. You should
not place undue certainty on these forward-looking statements. These
forward-looking statements are subject to certain risks and uncertainties that
could cause actual results to differ materially from our
predictions.
We have
not begun operations, and we require outside capital to begin operations. We
believe we will be able to competitively market ourselves. All functions will be
coordinated and managed by our founder, including marketing, finance, and
operations.
We are
currently negotiating with several Tribes on various projects and have had
positive input from them. We are working on our web site which will provide
quick response for new customers.
We also
intend to engage Three Fires Development Group, Inc. to assist us in the
introduction of our Company to potential customers and to assist in negotiating
Joint Venture Agreements with them. Three Fires has vast experience in the
development arena and enjoys an excellent reputation with the Native American
Tribes.
Over the
next year our plan is to negotiate joint venture agreements with the Nambe
Pueblo, Santa Fe, New Mexico, Moapa, Las Vegas, Nevada, and the Ysleta Del Sur,
El Paso, Texas. At this time negotiations on these projects are underway and
response has been positive.
We have
budgeted $250,000.00 over the next year for general expenses. This budget covers
marketing expenses ($60,000.00), legal and consulting fees ($140,000.00),
infrastructure fees ($20,000.00) and due diligence fees
($30,000.00).
We expect
the first year total cost of marketing and advertising to be $60,000.00. As
projects come on line we anticipate interest from other Tribes for assistance in
additional projects. We anticipate that new projects will offset any additional
general and marketing costs.
At the
end of the first year we plan to make an assessment on the first year of
operations. By that time we anticipate having additional projects contracted for
funding for the following year.
If we are
unable to effectively market and fund these projects we may have to suspend or
cease our efforts. If we cease our previously stated efforts we do not have
plans to pursue other business opportunities. If we cease operations investors
will not receive any return on their investments.
Results
of Operations
For the
period from August 14, 2008 (inception) through September 30, 2008, we had no
revenue. Expenses for the period totaled $18,500 resulting in a loss of $18,500.
Expenses of $18,500 for the period consisted of $18,500 for general and
administrative expenses.
Capital
Resources and Liquidity
As of
September 30, 2008 we had $0 in cash.
We
believe that we will need additional funding to satisfy our cash requirements
for the next twelve months. Completion of our plan of operation is subject to
attaining adequate revenue. We cannot assure investors that additional financing
will be available. In the absence of additional financing, we may be unable to
proceed with our plan of operations.
We
anticipate that our operational, and general and administrative expenses for the
next 12 months will total approximately $250,000. We do not anticipate the
purchase or sale of any significant equipment. We also do not expect any
significant additions to the number of employees. The foregoing represents our
best estimate of our cash needs based on current planning and business
conditions. The exact allocation, purposes and timing of any monies raised in
subsequent private financings may vary significantly depending upon the exact
amount of funds raised and our progress with the execution of our business plan.
We anticipate that depending on market conditions and our plan of operations, we
may incur operating losses in the foreseeable future. Therefore, our auditors
have raised substantial doubt about our ability to continue as a going
concern.
Promissory
Notes
As of the
date of this memorandum, we have two (2) notes payable as follows:
We have
a secured note (“Secured Note”) payable to Going Public, LLC in the
amount of $100,000, due on September 3, 2009. The Secured Note bears
interest at 12%, is due monthly and is secured by the Company’s assets and
80,000,000 shares issued to the Company’s founder.
On
October 6, 2008, the our Chairman provided a $20,000 unsecured revolving line of
credit. The debt bears interest at 12%, the interest is due monthly
and the debt is due on demand. During October 2008, we received
proceeds of $3,300 and during October and November 2008, we repaid
$1,500.
CHANGES
IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL
DISCLOSURE
There
have been no changes in or disagreements with accountants on accounting or
financial disclosure matters.
Our
executive officers and directors and their respective ages as of December
15, 2008 are as follows:
|
NAME
|
AGE
|
POSITION
|
|
Hollis
Cunningham
|
70
|
Chairman,
Chief Executive Officer, and President
|
|
Carolyn
Cunningham
|
66
|
Secretary,
Treasurer
|
Set forth
below is a brief description of the background and business experience of our
executive officers and directors.
Hollis
Cunningham
Our
Chairman, Chief Executive Officer, and founder, Mr. Hollis Cunningham has been
active in the successful development and construction of apartment projects,
commercial projects, and industrial projects in the mid-west for 44 years.
From 1957 to 1959, Mr. Cunningham was a financial analyst with Dun &
Bradstreet and from 1960 to 1963 he was Vice President of Kansas Quality Homes,
Inc., in charge of sales and marketing. Since 1963, Mr. Cunningham has been self
employed as a contractor-developer, registered in most mid-west states,
including Florida, Texas, Arizona, and California. His areas of expertise
include architectural and engineering, infrastructure needs such as utilities,
zoning, due diligence needs, design-build, marketing, rent-up assistance,
management services, and project financing.
Carolyn
Cunningham
Mrs.
Carolyn Cunningham is our Secretary and Treasurer. Mrs. Cunningham’s duties with
us include office management, accounting oversight, document preparation and due
diligence, and coordination of in-house accounting with our independent auditor.
From 1964 to 1966, Mrs. Cunningham worked in the accounting and billing
department at Universal Atlas Cement, a division of U.S. Steel. From 1966 to
present she has been self employed. Areas of expertise include office
management, construction accounting, apartment management, Section 42 low income
housing management and compliance reporting, preparation of documents and
records for Section 42 auditing and preparation of tax returns for various
partnerships and limited liability companies.
Carolyn
Cunningham is the wife of Hollis Cunningham
Term of
Office
Our
directors are appointed for a one-year term to hold office until the next annual
general meeting of our shareholders or until removed from office in accordance
with our bylaws. Our officers are appointed by our board of directors and hold
office until removed by the board.
The
following table provides the names and addresses of each person known to us to
own more than 5% of our outstanding shares of common stock as of December 15,
2008 and by the officers and directors, individually and as a group. Except as
otherwise indicated, all shares are owned directly.
|
Title
of Class
|
Name
and Address
of
Beneficial Owner
|
Amount
and Nature
of
Beneficial Owner
|
Percent
of
Class
(1)
|
|
Common
Stock
|
Hollis
Cunningham
11260
W 155th
Terrace
Overland
Park, KS 66221
|
80,000,000
|
86.34%
|
|
Common
Stock
|
Carolyn
Cunningham
11260
W 155th
Terrace
Overland
Park, KS 66221
|
0
|
0%
|
|
Common
Stock
|
All
executive officers and directors as a group
|
80,000,000
|
86.34%
|
(1) Based
upon 92,655,172 shares outstanding as of December 15, 2008.
We have a
secured note (“Secured Note”) payable to Going Public, LLC in the amount of
$100,000, due on September 3, 2009. The Secured Note bears
interest at 12%, interest is due monthly, is secured by the Company’s
assets and 80,000,000 shares issued to the Company’s founder.
On
October 6, 2008, our Chairman provided a $20,000 unsecured revolving line of
credit. The debt bears interest at 12%, the interest is due monthly
and the debt is due on demand. During October 2008, we received
proceeds of $3,300 and during October and November 2008, we repaid
$1,500.
Compensation of Executive
Officers
Summary
Compensation Table
The
following summary compensation table sets forth all compensation awarded to,
earned by, or paid to the named executive officers paid by us during the period
ended September 30, 2008 in all capacities for the accounts of our executives,
including the Chief Executive Officer (CEO) and Chief Financial Officer
(CFO):
SUMMARY
COMPENSATION TABLE
|
Name
and Principal Position
|
Year
|
Salary
($)
|
Bonus
($)
|
Stock
Awards
($)
|
Option
Awards
($)
|
Non-Equity Incentive Plan
Compensation ($)
|
Non-Qualified
Deferred Compensation Earnings
($)
|
All
Other Compensation
($)
|
Totals
($)
|
|||||||||||||||||||
|
Hollis
Cunningham
Chairman,
and
Chief
Executive Officer
|
2008(1)
|
$
|
0
|
0
|
$
|
8,000
|
0
|
0
|
0
|
0
|
$
|
8,000(2)
|
||||||||||||||||
(1) We
do not have any plans to pay our officers and directors any compensation at this
time and our financial situation would be worse than currently disclosed if we
were required to make such payments.
(2) Effective
August 14, 2008, Hollis Cunningham, our Founder and CEO was issued 80,000,000
common stock shares, par value $0.0001 and 20,000,000 preferred stock shares,
par value $0.0001 for pre-incorporation services. Effective September 25, 2008,
Hollis Cunningham returned 20,000,000 preferred shares of his stock to our
treasury. We do not intend to issue additional shares to Mr. Cunningham in the
future as consideration for his services.
Option Grants Table. There
were no individual grants of stock options to purchase our common stock made to
the executive officer named in the Summary Compensation Table through September
30, 2008.
Aggregated Option Exercises and
Fiscal Year-End Option Value Table. There were no stock
options exercised during year ending September 30, 2008 by the executive
officer named in the Summary Compensation Table.
Long-Term Incentive Plan (“LTIP”)
Awards Table. There were no awards made to a named executive officer
during the year ended September 30, 2008 under any LTIP.
Compensation of
Directors
Directors
are permitted to receive fixed fees for their services as directors. The
Board of Directors has the authority to fix the compensation of directors. No
amounts have been paid to, or accrued to, directors in such capacity and at this
time we have no plans to pay any fees to our directors.
Employment
Agreements
We do not
have any employment agreements in place with our officers or
directors.
Item
12A. Disclosure of Commission Position on Indemnification of Securities Act
Liabilities.
DISCLOSURE
OF COMMISSION POSITION OF INDEMNIFICATION OF SECURITIES ACT
LIABILITIES
Our
director and officer is indemnified as provided by the Kansas Statutes and our
Bylaws. We have agreed to indemnify each of our directors and certain officers
against certain liabilities, including liabilities under the Securities Act of
1933. Insofar as indemnification for liabilities arising under the Securities
Act of 1933 may be permitted to our directors, officers and controlling persons
pursuant to the provisions described above, or otherwise, we have been advised
that in the opinion of the Securities and Exchange Commission such
indemnification is against public policy as expressed in the Securities Act of
1933 and is, therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than our payment of expenses
incurred or paid by our director, officer or controlling person in the
successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, we will, unless in the opinion of our counsel the matter has been
settled by controlling precedent, submit to a court of appropriate jurisdiction
the question whether such indemnification by it is against public policy as
expressed in the Securities Act and will be governed by the final adjudication
of such issue.
We have
been advised that in the opinion of the Securities and Exchange Commission
indemnification for liabilities arising under the Securities Act is against
public policy as expressed in the Securities Act, and is, therefore,
unenforceable. In the event that a claim for indemnification against such
liabilities is asserted by one of our directors, officers, or controlling
persons in connection with the securities being registered, we will, unless in
the opinion of our legal counsel the matter has been settled by controlling
precedent, submit the question of whether such indemnification is against public
policy to a court of appropriate jurisdiction. We will then be governed by the
court’s decision.
OMNI
VENTURES, INC.
1,988,877
SHARES OF COMMON STOCK
PROSPECTUS
YOU
SHOULD RELY ONLY ON THE INFORMATION CONTAINED IN THIS DOCUMENT OR THAT WE HAVE
REFERRED YOU TO. WE HAVE NOT AUTHORIZED ANYONE TO PROVIDE YOU WITH INFORMATION
THAT IS DIFFERENT. THIS PROSPECTUS IS NOT AN OFFER TO SELL COMMON STOCK AND IS
NOT SOLICITING AN OFFER TO BUY COMMON STOCK IN ANY STATE WHERE THE OFFER OR SALE
IS NOT PERMITTED.
Until
_____________, all dealers that effect transactions in these securities whether
or not participating in this offering may be required to deliver a prospectus.
This is in addition to the dealer’s obligation to deliver a prospectus when
acting as underwriters and with respect to their unsold allotments or
subscriptions.
The Date of This Prospectus
Is: December,
2008
PART
II -- INFORMATION NOT REQUIRED IN THE PROSPECTUS
Item
13. Other Expenses Of Issuance And Distribution.
|
Securities
and Exchange Commission registration fee
|
$
|
3
|
||
|
Federal
Taxes
|
$
|
0
|
||
|
State
Taxes and Fees
|
$
|
0
|
||
|
Transfer
Agent Fees
|
$
|
2,500
|
||
|
Accounting
fees and expenses
|
$
|
7,500
|
||
|
Legal
fees and expense
|
$
|
10,000
|
||
|
Blue
Sky fees and expenses
|
$
|
0
|
||
|
Miscellaneous
|
$
|
0
|
||
|
Total
|
$
|
20,003
|
All
amounts are estimates other than the Commission’s registration fee. We are
paying all expenses of the offering listed above. No portion of these expenses
will be borne by the selling shareholders. The selling shareholders, however,
will pay any other expenses incurred in selling their common stock, including
any brokerage commissions or costs of sale.
Item
14. Indemnification Of Directors And Officers.
Our
director and officer is indemnified as provided by the Kansas Statutes and our
Bylaws. We have agreed to indemnify each of our directors and certain officers
against certain liabilities, including liabilities under the Securities Act of
1933. Insofar as indemnification for liabilities arising under the Securities
Act of 1933 may be permitted to our directors, officers and controlling persons
pursuant to the provisions described above, or otherwise, we have been advised
that in the opinion of the Securities and Exchange Commission such
indemnification is against public policy as expressed in the Securities Act of
1933 and is, therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than our payment of expenses
incurred or paid by our director, officer or controlling person in the
successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, we will, unless in the opinion of our counsel the matter has been
settled by controlling precedent, submit to a court of appropriate jurisdiction
the question whether such indemnification by it is against public policy as
expressed in the Securities Act and will be governed by the final adjudication
of such issue.
We have
been advised that in the opinion of the Securities and Exchange Commission
indemnification for liabilities arising under the Securities Act is against
public policy as expressed in the Securities Act, and is, therefore,
unenforceable. In the event that a claim for indemnification against such
liabilities is asserted by one of our directors, officers, or controlling
persons in connection with the securities being registered, we will, unless in
the opinion of our legal counsel the matter has been settled by controlling
precedent, submit the question of whether such indemnification is against public
policy to a court of appropriate jurisdiction. We will then be governed by the
court’s decision.
Item
15. Recent Sales Of Unregistered Securities.
We were
incorporated in the State of Kansas in August 2008 and 80,000,000 common shares
and 20,000,000 preferred shares were issued to Hollis Cunningham for pre
incorporation services. On September 25, 2008 Mr. Cunningham returned
the 20,000,000 preferred shares to our treasury. These shares were issued in
reliance on the exemption under Section 4(2) of the Securities Act of 1933, as
amended (the “Act”). These shares of our common stock qualified for exemption
under Section 4(2) of the Securities Act of 1933 since the issuance shares by us
did not involve a public offering. The offering was not a “public offering” as
defined in Section 4(2) due to the insubstantial number of persons involved in
the deal, size of the offering, manner of the offering and number of shares
offered. We did not undertake an offering in which we sold a high number of
shares to a high number of investors. In addition, the shareholder had the
necessary investment intent as required by Section 4(2) since she agreed to and
received share certificates bearing a legend stating that such shares are
restricted pursuant to Rule 144 of the 1933 Securities Act. This restriction
ensures that these shares would not be immediately redistributed into the market
and therefore not be part of a “public offering.” Based on an analysis of the
above factors, we have met the requirements to qualify for exemption under
Section 4(2) of the Securities Act of 1933 for this transaction.
In
September 2008, we entered into a consulting agreement with Going Public, LLC.
On November 26, 2008 we issued 12,045,172 common shares to the
individuals listed below in the amounts set forth.
|
Sienna
Consultants, LLC
|
393,529
|
|
Carmel
Valley Corporation
|
4,540,103
|
|
The
Spina Group, LLC
|
1,645,666
|
|
Bebeyim,
LLC
|
4,607,864
|
|
Global
Lambent, LLC
|
329,133
|
|
Anslow
& Jaclin, LLP
|
350,000
|
|
RBS
Associates
|
178,877
|
These
shares were issued in reliance on the exemption under Section 4(2) of the
Securities Act of 1933, as amended (the “Act”). These shares of our common stock
qualified for exemption under Section 4(2) of the Securities Act of 1933 since
the issuance shares by us did not involve a public offering. The offering was
not a “public offering” as defined in Section 4(2) due to the insubstantial
number of persons involved in the deal, size of the offering, manner of the
offering and number of shares offered. We did not undertake an offering in which
we sold a high number of shares to a high number of investors. In addition, the
shareholders had the necessary investment intent as required by Section 4(2)
since she agreed to and received share certificates bearing a legend stating
that such shares are restricted pursuant to Rule 144 of the 1933 Securities Act.
This restriction ensures that these shares would not be immediately
redistributed into the market and therefore not be part of a “public offering.”
Based on an analysis of the above factors, we have met the requirements to
qualify for exemption under Section 4(2) of the Securities Act of 1933 for this
transaction.
In
November 2008, we completed a Regulation D Rule 506 offering in which we sold
610,000 shares of common stock to 48 investors, at a price per share of $0.02
per share for an aggregate offering price of $12,200. The following sets forth
the identity of the class of persons to whom we sold these shares and the amount
of shares for each shareholder:
|
Anderson,
Jim
|
10,000
|
|
Bare,
Mike
|
10,000
|
|
Beining,
Michael
|
10,000
|
|
Bell,
Charles W.
|
10,000
|
|
Brownlee,
Jeremy
|
10,000
|
|
Brownlee,
Jr., Robert E.
|
60,000
|
|
Calka,
Brian A.
|
10,000
|
|
Cunningham,
Matthew & Jennifer
|
10,000
|
|
Cunningham,
Tom
|
10,000
|
|
Dietz,
Alice
|
10,000
|
|
Dietz,
Gerald
|
10,000
|
|
Dietz,
Gerald P.
|
10,000
|
|
Dietz,
William G.
|
10,000
|
|
Enjady,
Oliver
|
10,000
|
|
Faltus,
P.T.
|
10,000
|
|
Garrett,
Gene
|
60,000
|
|
Goebel,
Thomas
|
10,000
|
|
Hazelwood,
LaVone
|
10,000
|
|
Hemm,
William
|
10,000
|
|
Hill,
Samuel L.
|
50,000
|
|
Huson,
Randall Matthew
|
20,000
|
|
Hyer,
Chris
|
10,000
|
|
Hyer,
Eric
|
10,000
|
|
James,
Lindsay
|
10,000
|
|
Klancke,
Marianne
|
10,000
|
|
Maher,
James
|
10,000
|
|
Martin,
Deborah L.
|
10,000
|
|
McMullin,
Douglas
|
10,000
|
|
Moncrief,
Marvin C.
|
10,000
|
|
Newton,
Robert
|
50,000
|
|
Nunnink,
Kevin K.
|
10,000
|
|
Olson,
Timothy H.
|
10,000
|
|
Perry,
Frank S.
|
20,000
|
|
Perry,
Scott L.
|
10,000
|
|
Roach,
Ron
|
10,000
|
|
Roach,
Steve
|
10,000
|
|
Scroggin,
Mike
|
10,000
|
|
Simmons
Jr., Lee D.
|
10,000
|
|
Tolman,
Anjanette P.
|
10,000
|
|
Tolman,
Glen
|
10,000
|
|
Warren,
G. Windsor
|
10,000
|
The
Common Stock issued in our Regulation D, Rule 506 Offering was issued in a
transaction not involving a public offering in reliance upon an exemption from
registration provided by Rule 506 of Regulation D of the Securities Act of 1933.
In accordance with Section 230.506 (b)(1) of the Securities Act of 1933, these
shares qualified for exemption under the Rule 506 exemption for this offerings
since it met the following requirements set forth in Reg. §230.506:
|
(A)
|
No
general solicitation or advertising was conducted by us in connection with
the offering of any of the Shares.
|
|
(B)
|
At
the time of the offering we were not: (1) subject to the reporting
requirements of Section 13 or 15 (d) of the Exchange Act; or (2) an
“investment company” within the meaning of the federal securities
laws.
|
|
(C)
|
Neither
we, nor any of our predecessors, nor any of our directors, nor any
beneficial owner of 10% or more of any class of our equity securities, nor
any promoter currently connected with us in any capacity has been
convicted within the past ten years of any felony in connection with the
purchase or sale of any security.
|
|
(D)
|
The
offers and sales of securities by us pursuant to the offerings were not
attempts to evade any registration or resale requirements of the
securities laws of the United States or any of its
states.
|
|
(E)
|
None
of the investors are affiliated with any of our directors, officers or
promoters or any beneficial owner of 10% or more of our
securities.
|
Please
note that pursuant to Rule 506, all shares purchased in the Regulation D Rule
506 offering completed in November 2008 were restricted in accordance with Rule
144 of the Securities Act of 1933. In addition, each of these shareholders were
either accredited as defined in Rule 501 (a) of Regulation D promulgated under
the Securities Act or sophisticated as defined in Rule 506(b)(2)(ii) of
Regulation D promulgated under the Securities Act.
We have
never utilized an underwriter for an offering of our securities. Other than the
securities mentioned above, we have not issued or sold any
securities.
Item
16. Exhibits and Financial Statement Schedules.
|
EXHIBIT
NUMBER
|
DESCRIPTION
|
|
3.1
|
Articles
of Incorporation
|
|
3.2
|
By-Laws
|
|
5.1
|
Opinion
of Anslow & Jaclin, LLP
|
|
10.1
|
Consulting
Agreement
|
|
23.1
|
Berman
& Company, P.A.
|
|
23.2
|
Consent
of Counsel, as in Exhibit 5.1
|
|
24.1
|
Power
of Attorney
|
Item
17. Undertakings.
(A) The
undersigned Registrant hereby undertakes:
|
(1)
|
To
file, during any period in which offers or sales are being made, a
post-effective amendment to this registration statement
to:
|
|
(i)
|
To
include any prospectus required by Section 10(a)(3) of the Securities Act
of 1933;
|
|
|
(ii)
|
Reflect
in the prospectus any facts or events which, individually or together,
represent a fundamental change in the information set forth in the
registration statement. Notwithstanding the foregoing, any increase or
decrease in volume of securities offered (if the total dollar value of
securities offered would not exceed that which was registered) any
deviation from the low or high end of the estimated maximum offering range
may be reflected in the form of prospectus filed with the Commission
pursuant to Rule 424(b) if, in the aggregate, the changes in volume and
price represent no more than a 20% change in the maximum aggregate
offering price set forth in the “Calculation of Registration Fee” table in
the effective registration statement; and
|
|
|
(iii)
|
Include
any material information with respect to the plan of distribution not
previously disclosed in the registration statement or any material change
to such information in the registration statement.
|
|
(2)
|
That,
for the purpose of determining any liability under the Securities Act of
1933, each such post-effective amendment shall be deemed to be a new
registration statement relating to the securities offered therein, and the
offering therein, and the offering of such securities at that time shall
be deemed to be the initial bona fide offering thereof.
|
|
(3)
|
To
remove from registration by means of a post-effective amendment any of the
securities being registered which remain unsold at the termination of the
offering.
|
(B) The
issuer is subject to Rule 430C (ss. 230. 430C of this chapter): Each prospectus
filed pursuant to Rule 424(b)(ss. 230. 424(b) of this chapter) as part of a
registration statement relating to an offering, other than registration
statements relying on Rule 430B or other than prospectuses filed in reliance on
Rule 430A (ss. 230. 430A of this chapter), shall be deemed to be part of and
included in the registration statement as of the date it is first used after
effectiveness. Provided, however, that no statement made in a registration
statement or prospectus that is part of the registration statement or made in a
document incorporated or deemed incorporated by reference into the registration
statement or prospectus that is part of the registration statement will, as to a
purchaser with a time of contract of sale prior to such first use, supersede or
modify any statement that was made in the registration statement or prospectus
that was part of the registration statement or made in any such document
immediately prior to such date of first use.
SIGNATURES
In
accordance with the requirements of the Securities Act of 1933, the registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-1 and authorized this registration statement
to be signed on its behalf by the undersigned, in Olathe, Kansas on December 18,
2008.
OMNI
VENTURES, INC.
|
By:
|
/s/
Hollis Cunningham
|
|
Hollis
Cunningham
|
|
|
Chairman
of the Board of Directors,
Chief
Executive Officer,
President,
Chief Financial Officer,
Controller,
Principal Accounting Officer
|
POWER
OF ATTORNEY
KNOW ALL
MEN BY THESE PRESENTS, that each person whose signature appears below
constitutes and appoints Hollis Cunningham and each of them, his true and lawful
attorneys-in-fact and agents, with full power of substitution and
resubstitution, for him and in his name, place and stead, in any and all
capacities (including his capacity as a director and/or officer of Omni
Ventures, Inc.) to sign any or all amendments (including post-effective
amendments) to this registration statement and any and all additional
registration statements pursuant to rule 462(b) of the Securities Act of 1933,
as amended, and to file the same, with all exhibits thereto, and all other
documents in connection therewith, with the SEC, granting unto each said
attorneys-in-fact and agents, and each of them, full power and authority to do
and perform each and every act and thing requisite and necessary to be done in
and about the premises, as fully to all intents and purposes as he might or
could do in person, hereby ratifying and confirming all that said
attorneys-in-fact and agents or any of them, or their or his substitute or
substitutes, may lawfully do or cause to be done by virtue hereof.
In
accordance with the requirements of the Securities Act of 1933, as amended, this
registration statement was signed below by the following persons in the
capacities and on the dates stated.
|
By:
|
/s/
Carolyn Cunningham
|
|
Carolyn
Cunningham
|
|
|
Secretary,
Treasurer
|
II-5