-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, E7e6ERLPSQsJtAKi5N3zs7SAuc8c99DpaAARohnn49Z8x1vIqPvYFO49NmoTRl+v T2yvyQbIdGEeant9GmkhwA== 0001103023-06-000013.txt : 20060706 0001103023-06-000013.hdr.sgml : 20060706 20060705193536 ACCESSION NUMBER: 0001103023-06-000013 CONFORMED SUBMISSION TYPE: 10QSB PUBLIC DOCUMENT COUNT: 5 CONFORMED PERIOD OF REPORT: 20011130 FILED AS OF DATE: 20060706 DATE AS OF CHANGE: 20060705 FILER: COMPANY DATA: COMPANY CONFORMED NAME: OMNINET MEDIA CORP CENTRAL INDEX KEY: 0001103023 STANDARD INDUSTRIAL CLASSIFICATION: BLANK CHECKS [6770] IRS NUMBER: 880398783 STATE OF INCORPORATION: NV FISCAL YEAR END: 0831 FILING VALUES: FORM TYPE: 10QSB SEC ACT: 1934 Act SEC FILE NUMBER: 000-28935 FILM NUMBER: 06945996 BUSINESS ADDRESS: STREET 1: 1355 E. BALBOA BLVD STREET 2: #A CITY: NEWPORT BEACH STATE: CA ZIP: 92661 BUSINESS PHONE: 949-701-0979 MAIL ADDRESS: STREET 1: 1355 E. BALBOA BLVD STREET 2: #A CITY: NEWPORT BEACH STATE: CA ZIP: 92661 FORMER COMPANY: FORMER CONFORMED NAME: OMNINET MEDIA COM INC DATE OF NAME CHANGE: 20001005 FORMER COMPANY: FORMER CONFORMED NAME: OMNINET MEDIACOM INC DATE OF NAME CHANGE: 20000828 FORMER COMPANY: FORMER CONFORMED NAME: MAS ACQUISITION XXV CORP DATE OF NAME CHANGE: 20000111 10QSB 1 omni10q11302001.txt U.S. SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-QSB (Mark One) [X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE QUARTERLY PERIOD ENDED NOVEMBER 30, 2001 OR [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE TRANSITION PERIOD FROM Commission file number: 000-28935 OMNINET MEDIA CORPORATION - -------------------------------------------------------------------------------- (Exact name of small business issuer as specified in its charter) Nevada 88-0492265 - -------------------------------------------------------------------------------- (State or other jurisdiction of (IRS Employer Identification No.) incorporation or organization) 1355 E. Balboa Blvd., Suite A, Newport Beach, CA 92661 - -------------------------------------------------------------------------------- (Address of principal executive offices) 949-701-0979 - -------------------------------------------------------------------------------- Issuer's telephone number Securities registered pursuant to Section 12(b) of the Act: None Securities registered pursuant to Section 12(g) of the Act: Common Stock $.0001 par value Check whether the issuer is not required to file reports pursuant to Section 13 or 15(d) of the Exchange Act. [ ] Check whether the issuer (1) filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act during the past 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes [ ] No [X] Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes [X] No [ ] State the number of shares outstanding of each of the issuer's classes of common equity, as of the latest practicable date. As of April 30, 2006, there were 98,554,712 common shares outstanding. Transitional Small Business Disclosure Format (check one): Yes [ ] No [X] OMNINET MEDIA CORPORATION Quarterly Report on Form 10-QSB Table of Contents Page ---- PART I. FINANCIAL INFORMATION Item 1. Financial Statements (Unaudited) 3 Condensed Consolidated Balance Sheet: November 30, 2001 (unaudited) 4 Condensed Consolidated Statements of Income (unaudited): Three Months Ended November 30, 2000 and 2001 5 Condensed Consolidated Statements of Cash Flows (unaudited): Three Months November 30, 2000 and 2001 6 Notes to Condensed Consolidated Financial Statements (unaudited): 7 Item 2. Management Discussion and Analysis 10 Item 3. Controls and Procedures 10 PART II. OTHER INFORMATION Item 1. Legal Proceedings 11 Item 2. Changes in Securities 11 Item 3. Defaults Upon Senior Securities 11 Item 4. Submission of Matters to a Vote of Security Holders 11 Item 5. Other Information 11 Item 6. Exhibits 11 Signatures 11 2 ITEM 1. FINANCIAL STATEMENTS (Unaudited) 3 OMNINET MEDIA CORPORATION (Formerly OmniNet Media.Com, Inc.) BALANCE SHEET - -------------------------------------------------------------------------------- ASSETS November 30, 2001 ------------ Current assets: Cash $ -- ------------ Total current assets -- ------------ Total assets $ -- ============ LIABILITIES AND SHAREHOLDERS' EQUITY (DEFICIT) Accounts payable $ 772,105 Notes payable, related party (Note 4) 22,090 ------------ Total liabilities 794,195 Contingency (Note 5) -- Shareholders' equity: (Note 6) Preferred stock par value $0.0001, 10,000,000 shares Authorized, none issued and outstanding at November 30, 2001 Common stock par value $0.0001 100,000,000 shares authorized; 48,554,712 issued and outstanding at November 30, 2001 4,552 Additional paid in capital 3,483,107 Accumulated deficit (4,176,089) ------------ (693,430) Less: Subscription receivable (100,765) ------------ Total shareholders' equity (deficit) (794,195) ------------ Total liabilities and shareholders' equity (deficit) $ -- ============ 4
OMNINET MEDIA CORPORATION (Formerly OmniNet Media.Com, Inc.) STATEMENTS OF OPERATIONS FOR THE THREE MONTHS ENDING NOVEMBER 30, 2000 AND NOVEMBER 30, 2001 - -------------------------------------------------------------------------------------- Three Months Three Months Ending Ending November 30, November 30, 2000 2001 ------------ ------------ Revenues $ -- $ -- ------------ ------------ Total revenues -- -- ------------ ------------ Operating expenses: General and administrative 54,116 -- Impaired loss on license agreements 61,916 -- ------------ ------------ Total operating expenses (116,032) -- ------------ ------------ Other income (expense): Non-controlling interest 24,766 Interest expense -- -- Forgiveness of debt -- -- ------------ ------------ Net income (loss) before income taxes (91,266) -- Provision for income taxes -- -- ------------ ------------ Net income (loss) $ (91,266) $ -- ============ ============ Net income (loss) per share - basic $ (0.002) $ -- ============ ============ Net income (loss) per share - diluted $ -- $ -- ============ ============ Weighted average number of shares outstanding - basic 42,278,173 48,554,712 ============ ============ Weighted average number of shares outstanding - diluted 42,278,173 48,554,712 ============ ============
5
OMNINET MEDIA CORPORATION (Formerly OmniNet Media.Com, Inc.) STATEMENTS OF CASH FLOWS FOR THE THREE MONTHS ENDING NOVEMBER 30, 2000 AND NOVEMBER 30, 2001 - ------------------------------------------------------------------------------------------ Three Months Three Months Ended Ended November 30, November 30, 2000 2001 ------------ ------------ Cash flows from operating activities: Net income (loss) $ (91,266) $ -- Adjustments to reconcile net (loss) to net cash: Gain from forgiveness of debt -- -- Stock compensation for services -- -- Decrease in accounts payable -- -- Depreciation and amortization 8,142 -- Minority interest in net loss of consolidated subsidiary (24,766) -- Impairment loss on license agreements 61,916 -- Decrease in prepaid expenses 6,779 -- Decrease in security deposit 2,790 -- Increase in accounts payable and accrued expenses 12,895 -- ------------ ------------ Net cash provided by ( used in) operating activities (23,510) -- Cash flows from financing activities: Proceeds from issuance of common stock -- -- Borrowings from related parties -- -- Proceeds from notes payable 22,090 -- Payments on notes payable -- -- ------------ ------------ Net cash provided by (used in) financing activities 22,090 -- ------------ ------------ Net change in cash (1,420) -- Cash, beginning of year 1,420 -- ------------ ------------ Cash, end of year $ -- $ -- ============ ============ Schedule of Non Cash Investing and Financing -- Activities: (delete since all zero) Issuance of common stock in exchange for services $ -- $ -- ============ ============ Issuance of common stock for subscriptions receivable $ -- $ -- ============ ============
6 1. HISTORY AND ORGANIZATION OF THE COMPANY --------------------------------------- OmniNet Media Corporation (formerly OmniNet Media.Com, Inc.) (the Company) was incorporated on March 12, 1997 as Clinical Aesthetics Centre, Inc. (Clinical) under the laws of the State of Nevada. Clinical conducted no active business operations from inception through July 1998. On July 27, 1998 Clinical entered into a business reorganization in which it issued 5,250,000 of its common shares in exchange for all the issued and outstanding shares of TriCom Technology Group, Inc. (TriCom), a Nevada corporation formed on July 14, 1998. TriCom continued to operate under its own name, but failed in its attempt to operate as an advertising and communications company. It became inactive, and remained inactive until February 2000. On February 18, 2000 the Board of Directors of TriCom approved the issuance of 5,000,000 of its common shares in exchange for 100% of the issued and outstanding stock of OmniNet Media.Com, Inc. which had been formed as a Nevada business corporation on January 7, 2000 under the name of Kioskcoupon.Com, Inc.(Kioskcoupon) Its business purpose was to provide communications services. Kioskcoupon had changed its name to OmniNet Media.Com, Inc. by amendment to its articles of incorporation on January 20, 2000. TriCom subsequently adopted the name of its subsidiary by amending its articles of incorporation to change its name to OmniNet Media.Com, Inc. and then to OmniNet Media Corp. OmniNet Media Corporation's main business activity targeted the television and promotional advertising market by offering both grocery retailer and national food advertiser with a new and efficient in-store advertising medium consisting of internet-enabled networked large-screen video displays, for the purpose of disseminating timely, centralized multi-media advertising messages directly into the retailer environment to influence the buyer at the moment of decision. The Company was unable to fund operations as an advertising and communications company and became inactive in late 2001, and remains inactive and for all intents and purposes exists as a development stage company. 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES ------------------------------------------ INTERIM FINANCIAL INFORMATION ----------------------------- The financial statements of the Company as of November 30, 2001 and for the three months ended November 30, 2001, and footnote information are unaudited. All adjustments (consisting only of normal recurring adjustments) have been made which, in the opinion of management, are necessary for a fair presentation. Results of operations for the three months ended November 30, 2001 are not necessarily indicative of the results that may be expected for any future period. Certain information and footnote disclosures, normally included in financial statements prepared in accordance with accounting principles generally accepted in the United States of America, have been omitted. These financial statements should be read in conjunction with the Company's Annual Report on form 10-KSB for the year ended August 31, 2001. Use of Estimates ---------------- The preparation of financial statements in accordance with accounting principles generally accepted in the United States requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities, and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. 7 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued) ------------------------------------------ Earnings Per Share ------------------ In February 1997, the Financial Accounting Standards Board (FASB) issued SFAS No. 128 "Earnings Per Share" which requires the Company to present basic and diluted earnings per share, for all periods presented. The computation of loss per common share (basic and diluted) is based on the weighted average number of shares actually outstanding during the period. Income Taxes ------------ Deferred income taxes are reported using the liability method. Deferred tax assets are recognized for deductible temporary differences and deferred tax liabilities are recognized for taxable temporary differences. Temporary differences are the differences between the reported amounts of assets and liabilities and their tax bases. Deferred tax assets are reduced by a valuation allowance when, in the opinion of management, it is more likely than not that some portion or all of the deferred tax assets will not be realized. Deferred tax assets and liabilities are adjusted for the effects of changes in tax laws and rates on the date of enactment. 3. GOING CONCERN ------------- The accompanying financial statements have been prepared in a going concern basis, which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business. The Company has incurred cumulative net losses of approximately $4,176,000 since its inception and will require additional capital for is operational activities. The Company plans to complete a plan to merge with an operating company over the next twelve months. If it is unable to merge with an operating company, the business plan will be significantly delayed. The Company does not have any formal commitments or arrangements for the completion of a merger with an operating company . The Company's ability to raise additional capital through the future issuance of the common stock is unknown. The obtainment of additional financing and its transition, ultimately, to the attainment of profitable operations are necessary for the Company to continue operations. These factors, among others, raise substantial doubt about the Company's ability to continue as a going concern. The financial statements of the Company do not include any adjustments that may result from the outcome of these aforementioned uncertainties. 8 4. NOTE PAYABLE - RELATED PARTY ---------------------------- The Company owed $22,090 on a note payable to a related party. The note payable is non-interest bearing and is due on demand. 5. CONTINGENCY ----------- As of the year ended August 31, 2001, the Company owed approximately $772,000 to various vendors. The current management believes that the statute of limitations related to these liabilities has run out as of August 31, 2005 and therefore can defeat any legal action to collect Reported Liabilities based upon the affirmative defense that the creditor's claim are barred for the four year limitation period set forth in Section 337 of the California Code of Civil Procedure. The Company has credited approximately $772,000 to forgiveness of debt for the year ended August 31, 2005. 9 ITEM 2. MANAGEMENT DISCUSSION AND ANALYSIS OmniNet Media Corporation ("OmniNet" or the "Company") has reorganized itself and ceased all business operations other than to locate and negotiate with a business entity for the combination of that target company with OmniNet. A combination will normally take the form of a merger, stock-for-stock exchange or stock-for-assets exchange (the "business combination"). In most instances, the target company will wish to structure the business combination to be within the definition of a tax-free reorganization under Section 351 or Section 368 of the Internal Revenue Code of 1986, as amended. No assurances can be given that OmniNet will be successful in locating or negotiating with any target business. OmniNet has not restricted its search for any specific kind of businesses, and it may acquire a business which is in its preliminary or development stage, which is already in operation, or in essentially any stage of its business life. It is impossible to predict the status of any business in which OmniNet may become engaged, in that such business may need to seek additional capital, may desire to have its shares publicly traded, or may seek other perceived advantages which OmniNet may offer. In implementing a structure for a particular business acquisition, OmniNet may become a party to a merger, consolidation, reorganization, joint venture, or licensing agreement with another corporation or entity. It is anticipated that any securities issued in any such business combination would be issued in reliance upon exemption from registration under applicable federal and state securities laws. In some circumstances, however, as a negotiated element of its transaction, OmniNet may agree to register all or a part of such securities as part of the business combination or at specified times thereafter. Negotiations with a target company will likely focus on the percentage of OmniNet which the target company shareholders would acquire in exchange for their shareholdings. Although the terms of such agreements cannot be predicted, generally such agreements will require certain representations and warranties of the parties thereto, will specify certain events of default, will detail the terms of closing and the conditions which must be satisfied by the parties prior to and after such closing and will include miscellaneous other terms. Any merger or acquisition effected by OmniNet can be expected to have a significant dilutive effect on the percentage of shares held by the OmniNet's shareholders at that time. THERE CAN BE NO ASSURANCES GIVEN THAT OMNINET WILL BE ABLE TO SUCCESSFULLY LOCATE A MERGER TARGET OR CONSUMMATE A MERGER. STATUTES, REGULATIONS, RULES AND THE POSITIONS OF REGULATORY AUTHORITIES HAVE BEEN BECOMING MORE ADVERSE AND RESTRICTIVE TOWARD SUCH MERGERS AND TOWARD ENTITIES SUCH AS OMNINET. ITEM 3. CONTROLS AND PROCEDURES a) Evaluation of Disclosure Controls and Procedures. As of the last day of the period covered by this report, the Company's management carried out an evaluation, under the supervision of the Company's Chief Executive Officer and the Chief Financial Officer of the effectiveness of the design and operation of the Company's system of disclosure controls and procedures pursuant to the Securities and Exchange Act, Rule 13a-15(e) and 15d-15(e) under the Exchange Act). Based upon that evaluation, the Chief Executive Officer and Chief Financial Officer concluded that the Company's disclosure controls and procedures were effective, as of the date of their evaluation, for the purposes of recording, processing, summarizing and timely reporting material information required to be disclosed in reports filed by the Company under the Securities Exchange Act of 1934. b) Changes in internal controls. There were no changes in internal controls over financial reporting, known to the Chief Executive Officer or Chief Financial Officer that occurred during the period covered by this report that has materially affected, or is likely to materially effect, the Company's internal control over financial reporting. 10 PART II - OTHER INFORMATION ITEM 1. LEGAL PROCEEDINGS There are no current legal proceedings. ITEM 2. CHANGES IN SECURITIES None. ITEM 3. DEFAULTS UPON SENIOR SECURITIES None. ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS There were no matters submitted to a vote of the security holders during the quarter. ITEM 5. OTHER INFORMATION None. ITEM 6. EXHIBITS (a) EXHIBIT(S) DESCRIPTION Exhibit No. Description Page No. - ----------- ------------------------------------ -------- 31.1 CEO Certifications Under Section 302 12 31.2 CFO Certifications Under Section 302 13 32.1 CEO Certifications Under Section 906 14 32.2 CFO Certifications Under Section 906 15 SIGNATURE Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized. July 5, 2006 OmniNet Media Corporation By: /s/ Mitchell Stough ------------------- Name: Mitchell Stough Title: Chief Executive Officer and Chief Financial Officer 11 EX-31.1 2 omni10q11302001ex311.txt SECTION 302 CERTIFICATION OF CHIEF EXECUTIVE OFFICER EXHIBIT 31.1 CEO Certifications Under Section 302 CERTIFICATIONS PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002 CERTIFICATION I, Mitchell Stough, certify that: 1. I have reviewed this quarterly report on Form 10-QSB of OmniNet Media Corporation 2. Based on my knowledge, this quarterly report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this quarterly report; 3. Based on my knowledge, the financial statements, and other financial information included in this quarterly report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this quarterly report; 4. The registrant's other certifying officers and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15 (e) and 15d-15 (e)) for the registrant and we have: a) designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this quarterly report is being prepared; b) evaluated the effectiveness of the registrant's disclosure control and procedures and presented in this quarterly report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this quarterly report based on such evaluation; and c) disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and 5) The registrant's other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions): a) all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and b) any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting. Date: July 5, 2006 By: /s/ Mitchell Stough -------------------- Name: Mitchell Stough Chief Executive Officer 12 EX-31.2 3 omni10q11302001ex312.txt SECTION 302 CERTIFICATION OF CHIEF FINANCIAL OFFICER EXHIBIT 31.2 CFO Certifications Under Section 302 CERTIFICATIONS PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002 CERTIFICATION I, Mitchell Stough, certify that: 1. I have reviewed this quarterly report on Form 10-QSB of OmniNet Media Corporation 2. Based on my knowledge, this quarterly report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this quarterly report; 3. Based on my knowledge, the financial statements, and other financial information included in this quarterly report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this quarterly report; 4. The registrant's other certifying officers and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15 (e) and 15d-15 (e)) for the registrant and we have: a) designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this quarterly report is being prepared; b) evaluated the effectiveness of the registrant's disclosure control and procedures and presented in this quarterly report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this quarterly report based on such evaluation; and c) disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and 5) The registrant's other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions): a) all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and b) any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting. Date: July 5, 2006 By: /s/ Mitchell Stough -------------------- Name: Mitchell Stough Chief Financial Officer 13 EX-32.1 4 omni10q11302001ex321.txt SECTION 906 CERTIFICATION OF CHIEF EXECUTIVE OFFICER EXHIBIT 32.1 CEO Certifications Under Section 906 CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002 In connection with the Quarterly Report of OmniNet Media Corporation (the "Company") on Form 10-QSB for the period ending February 28, 2006 as filed with the Securities and Exchange Commission on the date hereof (the "Report"), I, Mitchell Stough, Chief Executive Officer of the Company, certify, pursuant to 18 U.S.C. 1350, as adopted pursuant to 906 of the Sarbanes-Oxley Act of 2002, to my knowledge that: (1) The Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and (2) The information contained in the Report fairly presents, in all material respects, the financial condition and result of operations of the Company. Date: July 5, 2006 By: /s/ Mitchell Stough -------------------- Name: Mitchell Stough Chief Executive Officer 14 EX-32.2 5 omni10q11302001ex322.txt SECTION 906 CERTIFICATION OF CHIEF FINANCIAL OFFICER EXHIBIT 32.2 CFO Certifications Under Section 906 CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002 In connection with the Quarterly Report of OmniNet Media Corporation (the "Company") on Form 10-QSB for the period ending February 28, 2006 as filed with the Securities and Exchange Commission on the date hereof (the "Report"), I, Mitchell Stough, Chief Financial Officer of the Company, certify, pursuant to 18 U.S.C. 1350, as adopted pursuant to 906 of the Sarbanes-Oxley Act of 2002, to my knowledge that: (1) The Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and (2) The information contained in the Report fairly presents, in all material respects, the financial condition and result of operations of the Company. Date: July 5, 2006 By: /s/ Mitchell Stough -------------------- Name: Mitchell Stough Chief Financial Officer 15 -----END PRIVACY-ENHANCED MESSAGE-----