Omni Ventures, Inc. - FORM 10-Q/A

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

_____________________

FORM 10-Q/A

(Amendment No. 3)

_____________________

x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended December 31, 2010

o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from ______to______.

OMNI VENTURES, INC.

(Exact name of registrant as specified in the Charter)

KANSAS		333-156263		26-3404322
(State or other jurisdiction of incorporation or organization)		(Commission File No.)		(IRS Employee Identification No.)

637 S. Clarence St., Los Angeles, CA 90023

(Address of Principal Executive Offices) (Zip Code)

(323) 981-0205

(Registrants Telephone number, including area code)

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes x No o

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes o No o

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer or a smaller reporting company filer. See definition of “accelerated filer” and “large accelerated filer” in Rule 12b-2 of the Exchange Act (Check one):

Large accelerated filer o Accelerated filer o Non-accelerated filer o Smaller reporting company x

(Do not check if a smaller reporting company)

Indicate by check mark whether the registrant is a shell company as defined in Rule 12b-2 of the Exchange Act. Yes o No x

The number of shares outstanding of the Registrant’s common stock as of December 31, 2010: 92,684,520 shares of common stock.

EXPLANATORY NOTE

Omni Ventures, Inc. (the “Company”) is filing this Amendment No. 3 on Form 10-Q/A (this “Amendment No. 3”) to reflect the effects of reporting errors. These errors related to the recording of the fair value of the acquisition in December 2010 of the assets of Diamond Assets, as discussed within this amended filing. The Company had an independent appraisal completed and reported the effect of it in its Form 10-K for the period ended September 30, 2011. The impact on the financial statements of the Company was in the first quarter of fiscal year 2011. The Form 10-Q for the periods ended March 31, 2011 and June 30, 2011 will be amended, as applicable, due to this first quarter 2011 adjustment.

For ease of reference, this Amendment No. 3 amends Item 1. Financial Information, Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operation, and Item 4. Controls and Procedures.

In addition, as required by Rule 12b-15 promulgated under the Securities Exchange Act of 1934, as amended, the Company's principal executive officer and principal financial officer have provided new Rule 13a-14(a) certifications and Section 1350 certifications in connection with this Amendment No. 3.

TABLE OF CONTENTS

OMNI VENTURES, INC.


	Part I – Financial Information
Item 1	Financial Statements
	Consolidated Balance Sheets as of December 31, 2010 (unaudited) and September 30, 2010	4
	Consolidated Statements of Operations for the three months ended December 31, 2010 and 2009 (unaudited)	5
	Consolidated Statements of Cash Flows for the three months ended December 31, 2010 and 2009 (unaudited)	6
	Notes to the Unaudited Consolidated Financial Statements (unaudited)	7
Item 2	Management’s Discussion and Analysis or Plan of Operation	13
Item 3	Quantitative and Qualitative Disclosures about Market Risk	14
Item 4	Controls and Procedures	16
	Part II – Other Information
Item 1	Legal Proceedings	16
Item 2	Unregistered Sales Of Equity Securities And Use Of Proceeds	16
Item 3	Defaults Upon Senior Securities	16
Item 4	Submission Of Matters To A Vote Of Security Holders	16
Item 5	Other Information	16
Item 6	Exhibits	16

PART 1 - FINANCIAL INFORMATION

Item 1. Financial Statements

OMNI VENTURES, INC. and SUBSIDIARY
Consolidated Balance Sheets

	December 31,			September 30,
	2010			2010
	(unaudited)
	Restated - Note 9

ASSETS

Current assets
Cash	$	1,395		$	27
Accounts receivable, net		844			-
Inventories		494,374			-

Total current assets		496,613			27

Fixed assets, net		71,750			-

Other assets		10,000			-

Intangibles		5,615			-

Total assets	$	583,978		$	27

LIABILITIES AND SHAREHOLDERS' EQUITY (DEFICIENCY)

Current liabilities
Notes payable	$	345,000		$	20,000
Notes and advances payable to related parties		256,569			152,062
Accounts payable		19,125			67,653
Accrued liabilities		51,394			-

Total current liabilities		672,088			239,715

Total liabilities		672,088			239,715

Commitments and contingencies (Note 8)

Shareholders' equity (deficiency)
Common stock, par value $0.0001, 200,000,000 shares authorized, 110,485,172 and
92,695,172 shares issued and issuable and outstanding, respectively		11,049			9,270
Additional paid-in capital		2,186,187			452,634
Accumulated deficit		(2,285,346	)		(701,592	)

Total shareholders' equity (deficiency)		(88,110	)		(239,688	)

Total liabilities and shareholders' equity (deficiency)	$	583,978		$	27

See accompanying notes to unaudited consolidated financial statements

OMNI VENTURES, INC. and SUBSIDIARY
Consolidated Statements of Operations
(unaudited)



	For the Three Months Ended
	December 31,
	2010			2009
	Restated - Note 9


Sales	$	2,307		$	-
Cost of sales		1,099			-

Gross income		1,208			-

Selling, general and administrative expenses		1,568,449			6,392

Loss from operations		(1,567,241	)		(6,392	)

Other income (expense)
Interest expense		(16,513	)		(4,900	)
Loss on conversion		-			-
Impairment of fixed asset		-			-
Total other income (expense), net		(16,513	)		(4,900	)

Net loss	$	(1,583,754	)	$	(11,292	)


Basic and diluted net loss per share	$	(0.02	)	$	(0.00	)

Weighted average shares outstanding
- basic and diluted		101,164,520			102,684,520

See accompanying notes to unaudited consolidated financial statements

OMNI VENTURES, INC. and SUBSIDIARY
Consolidated Statements of Cash Flows
(unaudited)

	For the Three Months Ended
	December 31,
	2010			2009
	Restated - Note 9

Cash flows used in operating activities:
Net loss	$	(1,583,754	)	$	(11,292	)
Adjustments to reconcile net loss to net cash used in operations:
Depreciation		1,840			-
Common stock issued for interest		2,352			400
Bad debt expense		75			-
Share compensation paid by principal shareholder		122,000			-
Transaction fee		1,366,892			-
Changes in operating assets and liabilities:
Accounts receivable		(919	)		-
Inventories		1,124			-
Deposits		(10,000	)		-
Accounts payable		19,125			10,805
Accrued expenses		(16,259	)		-
Net cash used in operating activities		(97,524	)		(87	)

Cash flows from financing activities:
Proceeds from advances - related party		98,892			-
Net cash provided by financing activities		98,892			-

Net increase (decrease) in cash		1,368			(87	)

Cash at beginning of period		27			186

Cash at end of period	$	1,395		$	99

Supplemental disclosure of cash flow information:

Cash paid for interest	$	-		$	-

Cash paid for taxes	$	-		$	-

Non-cash investing and financing activities:

Common stock issued for the acquisition of the assets	$	244,088		$	-

Common stock issued for trademarks	$	5,615		$	-

Note payable related to asset acquisition	$	325,000		$	-

See accompanying notes to unaudited consolidated financial statements.

Omni Ventures, Inc. and Subsidiary

Notes to Consolidated Financial Statements

December 31, 2010

(Unaudited)

Note 1 Basis of Presentation

Omni Ventures, Inc. (the “Company,” “we,” “us,” “our” or “Omni”) is a Kansas corporation formed on August 14, 2008.

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

The accompanying unaudited consolidated financial statements of Omni Ventures, Inc. and Subsidiary have been prepared in accordance with generally accepted accounting principles for interim financial information and the instructions to Form 10-Q and Article 10 of Regulation S-X. The results of operations for the interim period ended December 31, 2010 shown in this report are not necessarily indicative of results to be expected for the full fiscal year ending September 30, 2011. In the opinion of the Company’s management, the information contained herein reflects all adjustments (consisting of normal recurring adjustments) necessary for a fair presentation of the Company’s results of operations, financial position and cash flows. The unaudited interim financial statements should be read in conjunction with the audited consolidated financial statements in the Company’s Form 10-K for the year ended September 30, 2010 filed on January 11, 2011 and amended on March 14, 2011, and Management’s Discussion and Analysis of Financial Condition and Results of Operations.

Note 2 Nature of Operations and Summary of Significant Accounting Policies

Nature of Operations

The Company intended to develop properties on Indian reservations. However, during February 2010 there was a change in control as well as the business plans of the Company. See Note G for material subsequent events.

On November 15, 2010, the Company entered into a Purchase Agreement, Security Agreement and Promissory Note with Agile Opportunity Fund, LLC (“Agile”) to purchase certain assets defined as the “Diamond Decision Assets” which Agile had simultaneously purchased from the Trustee in the Diamond Decisions Inc. Chapter 11 Bankruptcy Case. With this purchase and our entry into the apparel industry and generation of revenues, we have exited the development stage.

PRVCY Couture, Inc. (“PRVCY”), a wholly-owned subsidiary of the Company, was incorporated in the State of Nevada on December 7, 2010 to receive the assets defined as the “Diamond Decision Assets” and to engage in the manufacture and sale of men’s and women’s clothing. The assets purchased were inventory, equipment, customer lists, domain names, websites, copyrighted materials, and trademarks. The purchase price to be paid by the Company to Agile was for the assets was 16,500,000 shares of Omni common stock and a $325,000 senior secured promissory note to Agile due November 14, 2011, bearing interest at 9% that is secured by substantially all assets of the Company. See Note 8 for Agile’s put right for Omni shares. Management completed a valuation of the consideration paid and the assets acquired and determined that based on the fair value of the assets acquired as the more reliable measure, the total value of the assets acquired was $569,088 and the value assigned to the shares paid was $0.0976 per share. In accordance with ASC 805-50-30 for acquisition of assets rather than a business. the Company used the relative fair value method of allocating the fair value to the assets acquired. In addition, since the valuation method used the fair value of the assets acquired as the more reliable measure, 14,000,000 of the 16,500,000 common shares paid were expensed as $1,366,892 of transaction costs (see Note 7). The relative fair value assigned to the assets acquired, which in this case was the same as the fair value was as follows:

Inventory	$	495,498
Design and Sample Marketing Equipment		26,660
Office Furniture and Equipment		46,930
Intangible Assets (1)		-
Total	$	569,088

(1) Intangible assets include trademarks, copyrights, domain names, websites, and consumer lists. These assets were assigned a zero fair value.

Principles of Consolidation

The consolidated financial statements include the accounts of Omni and its wholly-owned subsidiary, PRVCY. All significant inter-company balances and transactions have been eliminated in consolidation.

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 consolidated financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. Significant estimates in the accompanying consolidated financial statements include the fair value and relative fair value allocation of a group of assets acquired, allowance for doubtful accounts receivable, valuation of inventory, valuation of websites developed, depreciable lives of property and equipment, sales return reserve, valuation of share-based payments including the shares issued for the assets acquisition, and the valuation allowance on deferred tax assets.

Cash and Cash Equivalents

The Company minimizes its credit risk associated with cash by periodically evaluating the credit quality of its primary financial institution. The balance at times may exceed federally insured limits. At December 31, 2010 and September 30, 2010, respectively, there were no balances that exceeded the federally insured limit.

The Company considers all highly liquid instruments purchased with a maturity of three months or less to be cash equivalents. At December 31, 2010 and September 30, 2010, respectively, the Company had no cash equivalents.

Omni Ventures, Inc. and Subsidiary

Notes to Consolidated Financial Statements

December 31, 2010

(Unaudited)

Accounts Receivable

Accounts receivable are customer obligations due under normal trade terms. Senior management reviews accounts receivable on a monthly basis to determine if any receivables will potentially be uncollectible. The Company includes any accounts receivable balances that are determined to be uncollectible, along with a general reserve, in its overall allowance for doubtful accounts. After all attempts to collect a receivable have failed, the receivable is written off against the allowance.

Inventories

Inventories are stated at the lower of cost or market, with cost determined using a first-in, first-out method.

Property, Plant and Equipment

Property and equipment is recorded at cost. Depreciation is computed using the straight-line method based on the estimated useful lives of the related assets of five years for office furniture and equipment and five years for design and sample making equipment. Leasehold improvements, if any, would be amortized over the lesser of the lease term or the useful life of the improvements. Expenditures for maintenance and repairs along with fixed assets below our capitalization threshold are expensed as incurred.

Intangible Assets

Intangible assets recorded consist of filing fees for trademarks. Trademarks are considered to have an indefinite life and therefore are not amortized until such time the life becomes definite. Trademarks are subject to impairment testing as discussed below.

Revenue Recognition and Cost of Goods Sold

The Company recognizes revenue on our products in accordance with ASC 605-10, “Revenue Recognition in Financial Statements.” Under these guidelines, revenue is recognized on sales transactions when all of the following exist: persuasive evidence of an arrangement did exist, delivery of product has occurred, the sales price to the buyer is fixed or determinable and collectability is reasonably assured. The Company’s sales are either FOB shipping point or FOB destination, dependent on the customer. Revenues are therefore recognized at point of ownership transfer, accordingly. The Company has several revenue streams as follows:

·	Sale of merchandise to a retail establishment.

·	Sale of merchandise from the Company’s website directly to consumers.

·	Sale of merchandise to a wholesaler.

·	Licensing revenues which are recognized when reports are received from licensees.

The Company follows the guidance of ASC 605-50-25, “Revenue Recognition, Customer Payments” Accordingly, any incentives received from vendors are recognized as a reduction of the cost of products included in inventories. Promotional products or samples given to customers or potential customers are recognized as a cost of goods sold. Cash incentives provided to our customers are recognized as a reduction of the related sale price, and, therefore, are a reduction in sales.

Shipping and Handling Costs

The Company includes shipping and handling fees billed to customers as revenues and shipping and handling costs for shipments to customers as cost of revenues.

Sales Return Reserve Policy

Our return policy generally allows our end users and retailers to return purchased products for refund or in exchange for new products. We estimate a reserve for sales returns and record that reserve amount as a reduction of sales and as a sales return reserve liability. The Company has two return policies, one for eCommerce sales and the other for third party merchants. Sales to consumers on our web site generally may be returned within 45 days upon receiving a return authorization from the Company. Our policy for third party merchants requires a return authorization from the Company. The Company warrants its products for defects and other damages.

Share Based Payments

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

Earnings per share

Basic earnings per share (“EPS”) is computed by dividing net loss available to common stockholders by the weighted average number of common shares outstanding during the period, excluding the effects of any potentially dilutive securities. Diluted EPS gives effect to all dilutive potential of shares of common stock outstanding during the period including stock options or warrants, using the treasury stock method (by using the average stock price for the period to determine the number of shares assumed to be purchased from the exercise of stock options or warrants), and convertible debt or convertible preferred stock, using the if-converted method. Diluted EPS excludes all dilutive potential of shares of common stock if their effect is anti-dilutive.

The computation of basic and diluted loss per share since inception are equivalent since the Company has had continuing losses. The Company also has no common stock equivalents.

Leases

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

Omni Ventures, Inc. and Subsidiary

Notes to Consolidated Financial Statements

December 31, 2010

(Unaudited)

Segment Information

In accordance with the provisions of ASC 280-10, “Disclosures about Segments of an Enterprise and Related Information”, the Company is required to report financial and descriptive information about its reportable operating segments. The Company has one operating segment as of December 31, 2010.

Effect of Recent Accounting Pronouncements

The Company reviews new accounting standards as issued. No new standards had any material effect on these consolidated financial statements. The accounting pronouncements issued subsequent to the date of these consolidated financial statements that were considered significant by management were evaluated for the potential effect on these consolidated financial statements. Management does not believe any of the subsequent pronouncements will have a material effect on these consolidated financial statements as presented and does not anticipate the need for any future restatement of these consolidated financial statements because of the retro-active application of any accounting pronouncements issued subsequent to September 30, 2011 through the date these financial statements were issued.

Note 3 - Going Concern

The accompanying unaudited consolidated 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. The Company sustained net losses of $1,583,754 (includes $1,366,892 of stock-based transaction fee) and cash used in operating activities of $97,524 for the three months ended December 31, 2010. The Company had a working capital deficiency, stockholders’ deficiency and accumulated deficit of $175,475, $88,110 and $2,285,346, respectively, at December 31, 2010. These factors raise substantial doubt about the ability of the Company to continue as a going concern for a reasonable period of time. The Company’s continuation as a going concern is dependent upon its ability to generate revenues and its ability to continue receiving investment capital and loans from third parties to sustain its current level of operations. The Company is in the process of securing working capital from investors for common stock, convertible notes payable, and/or strategic partnerships. No assurance can be given that the Company will be successful in these efforts.

The consolidated financial statements do not include any adjustments relating to the recoverability and classification of recorded asset amounts or the amounts and classification of liabilities that might be necessary should the Company be unable to continue as a going concern.

Note 4 - Fair Value

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

The levels of fair value hierarchy are as follows:

Level 1 inputs utilize unadjusted quoted prices in active markets for identical assets or liabilities that the Company has the ability to access;

Level 2 inputs utilize other-than-quoted prices that are observable, either directly or indirectly. Level 2 inputs include quoted prices for similar assets and liabilities in active markets, and inputs such as interest rates and yield curves that are observable at commonly quoted intervals; and

Level 3 inputs are unobservable and are typically based on our own assumptions, including situations where there is little, if any, market activity.

In certain cases, the inputs used to measure fair value may fall into different levels of the fair value hierarchy. In such cases, the Company categorizes such financial asset or liability based on the lowest level input that is significant to the fair value measurement in its entirety. Our assessment of the significance of a particular input to the fair value measurement in its entirety requires judgment and considers factors specific to the asset or liability.

Both observable and unobservable inputs may be used to determine the fair value of positions that are classified within the Level 3 category. As a result, the unrealized gains and losses for assets within the Level 3 category can include changes in fair value that were attributable to both observable and unobservable inputs. The Company has no instruments that require additional disclosure.

Omni Ventures, Inc. and Subsidiary

Notes to Consolidated Financial Statements

December 31, 2010

(Unaudited)

Note 5 – Notes and Advances Payable – Related Parties and Other

Notes and advances payable, all classified as current at December 31, 2010 consists of the following:

Notes Payable
	December 31,
	2010
Samuel L. Hill	$	10,000
Gene Garrett		10,000
Agile Opportunity Fund, LLC		325,000
Total	$	345,000

Notes and Advances Payable - Related Parties
	December 31,
	2010
Globanc Corporation	$	100,000
Globanc Corporation (advances)		156,569
Total	$	256,569

On September 3, 2008, the Company secured a note for $100,000 from Going Public, LLC. The note matured on September 3, 2009, bears interest at a rate of 12%, and is due monthly. The note is collateralized by the Company’s assets and 80,000,000 shares of stock issued to the Company’s founder. The Company did not pay the interest in January 2009 and the Lender began charging the default interest of 18%. The Lender granted extensions to August 14, 2009 to repay all unpaid accrued interest. The Company did not repay the note by September 3, 2009 or the related accrued interest by August 14, 2009 and was in default. During December 2009, the current majority shareholder, Globanc Corporation (“Globanc”), agreed to acquire the note payable from the original lender and agreed to acquire the 80,000,000 shares of stock formerly issued to the Company’s founder.

On May 18, 2009, the Company secured a note for $10,000 from Samuel L. Hill (“Hill”). The note matured on May 18, 2010 and is in default. The note requires payment of interest in the form of shares of common stock payable as 10,000 shares of common stock on November 18, 2009 and May 18, 2010. The Company continued to pay the common stock for interest on November 18, 2010 which was recorded as issuable and will be issued subsequently. All common stock issued and issuable was recorded at the various valuation prices based on the Company’s valuation of the stock. The first two payments were valued at $0.02 per share based on recent October 2008 sales prices to third parties, and the third payment was valued at the same price of $0.0976 per share used for the valuation of the Agile transaction which was within thirty days of the issuance in November 2010 (see Note 7).

On May 18, 2009, the Company secured a note for $10,000 from Gene Garrett (“Garrett”). The note matured on May 18, 2010 and is in default. The note requires payment of interest in the form of shares of common stock payable as 10,000 shares of common stock on November 18, 2009 and May 18, 2010. The Company continued to pay the common stock for interest on November 18, 2010 and May 18, 2011 which are recorded as issuable and will be issued in January 2012. All common stock issued and issuable was recorded at the various valuation prices based on the Company’s valuation of the stock. The first two payments were valued at $0.02 per share based on recent October 2008 sales prices to third parties, and the third payment was valued at the same price of $0.0976 per share used for the valuation of the Agile transaction which was within thirty days of the issuance in November 2010 (see Note 7).

Beginning on January 1, 2010, Globanc began advancing funding to the Company, as needed, to provide working capital to the Company. The Company and Globanc did not have a formal agreement. The Company and Globanc agreed on a nominal interest rate of 6% to be accrued.

On November 15, 2010, the Company issued a senior secured promissory note for $325,000 to Agile in conjunction with the acquisition of certain assets of Diamond Assets (see Note 1). The note matures on November 15, 2011. The note provides for interest at 9% payable on the last day of each calendar month. After November 15, 2011, if the note is in default, interest will be 17%. The note is secured by substantially all assets of the Company.

Omni Ventures, Inc. and Subsidiary

Notes to Consolidated Financial Statements

December 31, 2010

(Unaudited)

Related to the purchase of “Diamond Decision Assets”, the Seller, Agile shall have the right, at its sole option, to sell up to 10,000,000 of the Company’s shares, or any portion thereof back to the Company for a total consideration equal to all or a pro-rata portion of $2,800,000 if on or before the end of that fiscal quarter which ends June 30, 2011, (i) Omni has not achieved an annual quarterly sales of $10,000,000, (ii) Omni has not obtained total market capitalization of at least $50,000,000 and (iii) Omni has not achieved positive cash flow. The Company has achieved a market capitalization of $50,000,000 and there has been no request by Agile to sell the Company’s shares. The put options expire on September 19, 2011.

Note 6 – Related Parties

Professional fees in the amount of $1,950 were incurred in 2010 for consulting fees regarding merger and acquisition advice from a firm which is controlled by an officer of the Company.

In December 2010, the majority shareholder of the Company acquired the $100,000 note payable from a third party lender and also made payments on behalf of the Company, treated as advances, of $156,569.

Note 7 – Common Stock

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

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

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

On May 5, 2009, the Company issued 10,000,000 shares of common stock, having a fair value of $200,000 ($0.02/share), to its then Chairman and CEO as compensation for past services rendered. These shares were cancelled and retired in January 2010 upon a change in control of the Company and the share cancellation was treated as contributed capital.

On November 18, 2009, the Company issued 20,000 shares of common stock, having a fair value of $400 ($0.02/share), based on then recent cash offering prices, to two lenders (Garrett and Hill) for interest (see Note 5).

On May 18, 2010, the Company became obligated to issue 20,000 shares of common stock, having a fair value of $400 ($0.02/share), based on then recent cash offering prices, to two lenders (Garrett and Hill) for interest (see Note 5). These shares were recorded as issuable in fiscal 2011.

On November 15, 2010, the Company acquired certain assets, including intangible assets, from Diamond Decision Assets. The Company issued 16,500,000 shares of common stock (14,000,000 to Agile and 2,500,000 to the bankruptcy court trustee) in conjunction with the agreement. A formal valuation of the shares was performed resulting in a value of $0.0976 per share. The 14,000,000 portion of the shares were considered a transaction fee to be expensed at $1,366,892 and the 2,500,000 portion was valued at $244,088 and included as part of the purchase price allocation (see Note 1).

On November 18, 2010, the Company became obligated to issue 20,000 shares of common stock, having a fair value of $1,952 ($0.0976/share) to two lenders (Garrett and Hill) for interest (see Note 5).

On December 17, 2010, the Company granted J. Bernard Rice 1,250,000 shares of common stock as an incentive to be named as a director of the Company. The shares were actually transferred from Globanc, a principal stockholder. Subsequently, Globanc will be reimbursed for the 1,250,000 shares of common stock. The Company recognized stock-based compensation of $122,000 as the Company’s common stock had a value of $0.0976 based on a valuation in that time frame.

Note 8 – Commitments, Contingencies and Subsequent events

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

The Company has engaged firms for outsourced sales, public relations, and distribution of denim products in Korea.

Note 9 – Restatement of December 31, 2010 Consolidated Financial Statements

In the September 30, 2011 audit of the consolidated financial statements of the Company, management determined that the transaction related to the acquisition of the Diamond Assets in December 2010 was incorrectly accounted for in the financial statements for the period ended December 31, 2010.

The restated consolidated balance sheet, consolidated statements of operations, and consolidated statements of cash flows as of December 31, 2010 are as follows:

Omni Ventures, Inc. and Subsidiary

Notes to Consolidated Financial Statements

December 31, 2010

(Unaudited)

Consolidated Balance Sheets
	As Previously
	Reported			Adjustments			Restated

ASSETS
Current assets:
Cash	$	1,395		$	-		$	1,395
Accounts receivable, net		844			-			844
Inventories		897,986			(403,612	)		494,374
Total current assets		900,225			(403,612	)		496,613

Fixed assets, net		71,750			-			71,750

Other assets		10,000			-			10,000

Intangibles		3,157,915			(3,152,300	)		5,615

Total assets	$	4,139,890		$	(3,555,912	)	$	583,978

LIABILITIES
Current liabilities:
Notes payable	$	345,000		$	-		$	345,000
Notes and advances payable to related parties		257,039			(470	)		256,569
Accounts payable		19,125			-			19,125
Accrued liabilities		51,394			-			51,394
Total current liabilities		672,558			(470	)		672,088
Total liabilites		672,558			(470	)		672,088

SHAREHOLDERS' EQUITY (DEFICIENCY)
Common stock		10,920			129			11,049
Additional paid-in capital		4,250,984			(2,064,797	)		2,186,187
Accumulated deficit		(794,572	)		(1,490,774	)		(2,285,346	)
Total shareholders' equity (deficiency)		3,467,332			(3,555,442	)		(88,110	)

Total liabilities and shareholders' equity (deficiency)	$	4,139,890		$	(3,555,912	)	$	583,978

Consolidated Statements of Operations
	As Previously
	Reported			Adjustments			Restated

Sales	$	2,307		$	-		$	2,307
Cost of sales		1,099			-			1,099
Gross income		1,208			-			1,208
Selling, general and administrative expenses		80,025			1,488,424			1,568,449
Loss from operations		(78,817	)		(1,488,424	)		(1,567,241	)

Other income (expense):
Interest expense		(14,161	)		(2,352	)		(16,513	)
Total other income (expense)		(14,161	)		(2,352	)		(16,513	)

Net loss	$	(92,978	)	$	(1,490,776	)	$	(1,583,754	)

Basic and diluted net loss per share	$	(0.00	)	$	(0.02	)	$	(0.02	)
Weighted average shares outstanding
- basic and diluted		100,945,172			219,348			101,164,520

Consolidated Statements of Cash Flows
	As Previously
	Reported			Adjustments			Restated

Cash flows used in operating activities:
Net loss	$	(92,978	)	$	(1,490,776	)	$	(1,583,754	)
Adjustments to reconcile net loss to net cash used
in operations:
Depreciation		1,840			-			1,840
Common stock issued for interest		-			2,352			2,352
Bad debt expense		75			-			75
Share compensation paid by principal shareholder		-			122,000			122,000
Transaction fee - stock-based		-			1,366,892			1,366,892
Changes in operating assets and liabilities:
Accounts receivable		-			(919	)		(919	)
Inventories		-			1,124			1,124
Deposits		-			(10,000	)		(10,000	)
Accounts payable		(12,546	)		31,671			19,125
Accrued expenses		-			(16,259	)		(16,259	)
Net cash used in operating activities		(103,609	)		6,085			(97,524	)

Cash flows from financing activities:
Proceeds from advances - related party		104,977			(6,085	)		98,892
Net cash provided by financing activities		104,977			(6,085	)		98,892

Net increase (decrease) in cash		1,368			-			1,368
Cash at beginning of period		27			-			27
Cash at end of period	$	1,395		$	-		$	1,395

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operation

We believe that it is important to communicate our future expectations to our security holders and to the public. This report, therefore, contains statements about future events and expectations which are “forward-looking statements” within the meaning of Sections 27A of the Securities Act of 1933 and 21E of the Securities Exchange Act of 1934, including the statements about our plans, objectives, expectations and prospects under the heading “Management’s Discussion and Analysis of Financial Condition and Results of Operations.” You can expect to identify these statements by forward-looking words such as “may,” “might,” “could,” “would,” ”will,” “anticipate,” “believe,” “plan,” “estimate,” “project,” “expect,” “intend,” “seek” and other similar expressions. Any statement contained in this report that is not a statement of historical fact may be deemed to be a forward-looking statement. Although we believe that the plans, objectives, expectations and prospects reflected in or suggested by our forward-looking statements are reasonable, those statements involve risks, uncertainties and other factors that may cause our actual results, performance or achievements to be materially different from any future results, performance or achievements expressed or implied by these forward-looking statements, and we can give no assurance that our plans, objectives, expectations and prospects will be achieved.

Important factors that might cause our actual results to differ materially from the results contemplated by the forward-looking statements are contained in the “Risk Factors” section of and elsewhere in our Form 10-K dated September 30, 2010 for the fiscal year ended September 30, 2010 and in our subsequent filings with the Securities and Exchange Commission.

THIS REPORT CONTAINS FORWARD LOOKING STATEMENTS WITHIN THE MEANING OF SECTION 27A OF THE SECURITIES ACT OF 1933 AND SECTION 21E OF THE SECURITIES EXCHANGE ACT OF 1934. THESE FORWARD LOOKING STATEMENTS ARE SUBJECT TO CERTAIN RISKS AND UNCERTAINTIES THAT COULD CAUSE ACTUAL RESULTS TO DIFFER MATERIALLY FROM HISTORICAL RESULTS OR ANTICIPATED RESULTS, INCLUDING THOSE SET FORTH UNDER "RISK FACTORS" IN THIS “MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS" AND ELSEWHERE IN THIS REPORT. THE FOLLOWING DISCUSSION AND ANALYSIS SHOULD BE READ IN CONJUNCTION WITH "SELECTED FINANCIAL DATA" AND THE COMPANY'S FINANCIAL STATEMENTS AND NOTES THERETO INCLUDED ELSEWHERE IN THIS REPORT.

Plan of Operation

Subsequent to closing of the acquisition of the assets with Agile, Omni and PRVCY Couture, Inc. proceeded to commence operations in the garment business under PRVCY Premium and PrivacyWear labels. We closed down the location at 2211 East Olympic Boulevard, Los Angeles, CA 90021, relocated the assets from there to the approximately 9,000 square feet office and warehousing facility at 2068 Second Street, Norco, CA 92860 where Omni entered into a five-year commercial lease and from which location we intend to continue the operations of our casual apparel business. We entered into long-term contracts with West Bank Clothing, Inc. as well as Berri Goldfarb, PR and restarted the sales and marketing of the apparel under PRVCY brands in multiple specialty stores across the United States. We hired a design team with the purposes of updating the existing product line and designing the new product lines for the fall of 2011 and spring of 2012. We are planning to restart the fabrication of apparel under our brands in Los Angeles, CA as well as overseas. We started our international expansion and entered into a long-term Distributor Agreement with Fashion Forward, LLC to distribute our product on the territory of Korea. We also updated our website at www.prvcypremium.com adding electronic commerce feature there and started sales of PRVCY Premium brand jeans at our online store.

Results of Operations

Three Months Ended December 31, 2010 Compared to the Three Months Ended December 31, 2009

Revenues

Revenues for the three months ended December 31, 2010, were $2,307 as compared to no earnings for the three months ended December 31, 2009. The reason for the commencement of revenues was a result of the Company’s acquisition of the PRVCY Couture and the sales of clothing there from.

Gross Profit

Gross profit for the three months ended December 31, 2010 was $1,099 as compared to none for the three months ended December 31, 2009.

Operating Expenses

Operating Expenses incurred for the three months ended December 31, 2010 were $1,568,449 as compared to $6,392 for the three months ended December 31, 2009, an increase of $1,562,057. The increase is mainly due to the Company’s acquisition of the PRVCY Brand and expenses related to the marketing and launching of that brand for the quarter, including a transaction fee of $1,366,892.

Net Loss and Earnings Per Share

The Company’s net loss for the three months ended December 31, 2010 was $1,583,754 compared to a net loss of $11,292 for the three months ended December 31, 2009, an increase in the loss of $1,572,462. Net loss per weighted average share was ($0.02) for the three months ended December 31, 2010, as compared to $0.00 for the three months ended December 31, 2009.

Liquidity and Capital Resources

General. At December 31, 2010, we had cash and cash equivalents of $1,395. We have historically met our cash needs through third party investors. Our cash requirements are generally for selling, general and administrative activities. We believe that our cash balance is not sufficient to finance our cash requirements for expected operational activities, capital improvements, and partial repayment of debt through the next 12 months.

Our operating activities used of cash in operations of $97,524 for the three months ended December 31, 2010, and we used cash in operations of $87 during the same period in 2009. The principal elements of cash flow from operations for the three months ended December 31, 2010 included a net loss of $1,583,754, offset primarily by a transaction fee of $1,366,892.

Cash provided by our financing activities was $98,892 for the three months ended December 31, 2010, compared to $0 during the comparable period in 2009. This increase was attributed to a third party investor.

As of December 31, 2010, current liabilities exceeded current assets by 1.35 times. Current assets increased from $27 at September 30, 2010 to $496,613 at December 31, 2010 whereas current liabilities increased from $239,715 at September 30, 2010 to $672,088 at December 31, 2010.

Research and Development

In the three months ended December 31, 2010, the Company did not incur any expenses on research and development and nor did it incur any expenses for the same period ending December 31, 2009

Inflation

We believe that the impact of inflation on our operations since our inception has not been material.

Going Concern

The accompanying unaudited consolidated 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. The Company had sales of $2,307 and net losses of $1,583,754 ($1,366,892 represents transaction fees) for the three months ended December 31, 2010 compared to sales of $0 and net loss of $11,292 for the three months ended December 31, 2009. The Company had a working capital deficiency, stockholders’ deficiency, and accumulated deficit of $175,475, $88,110 and $2,285,346, respectively, at December 31, 2010, and used cash in operations of $97,524 in the three months ended December 31, 2010. These factors raise substantial doubt about the ability of the Company to continue as a going concern for a reasonable period of time. The Company is highly dependent on its ability to continue to obtain investment capital from future funding opportunities to fund the current and planned operating levels. The unaudited consolidated financial statements do not include any adjustments relating to the recoverability and classification of recorded asset amounts or the amounts and classification of liabilities that might be necessary should the Company be unable to continue as a going concern. The Company’s continuation as a going concern is dependent upon its ability to bring in income generating activities and its ability to continue receiving investment capital from future funding opportunities. No assurance can be given that the Company will be successful in these efforts.

Off Balance Sheet Arrangements

We do not have any off-balance sheet arrangements, financings, or other relationships with unconsolidated entities or other persons, also known as “special purpose entities” (SPEs).

Item 3. Quantitative and Qualitative Disclosures About Market Risks

Not required for Smaller Reporting Companies.

Item 4. Controls and Procedures

Evaluation of Disclosure Controls and Procedures

The Securities and Exchange Commission defines the term “disclosure controls and procedures” to mean a company's controls and other procedures of an issuer that are designed to ensure that information required to be disclosed in the reports that it files or submits under the Securities Exchange Act of 1934 is recorded, processed, summarized and reported, within the time periods specified in the Securities and Exchange Commission’s rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed by an issuer in the reports that it files or submits under the Securities Exchange Act of 1934 is accumulated and communicated to the issuer’s management, including its chief executive and chief financial officers, or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure. The Company maintains such a system of controls and procedures in an effort to ensure that all information which it is required to disclose in the reports it files under the Securities Exchange Act of 1934 is recorded, processed, summarized and reported within the time periods specified under the SEC's rules and forms and that information required to be disclosed is accumulated and communicated to the chief executive and interim chief financial officer to allow timely decisions regarding disclosure.

As of the end of the period covered by this report, we carried out an evaluation, under the supervision and with the participation of our Chief Executive Officer and Chief Financial Officer, of the effectiveness of the design and operation of our disclosure controls and procedures. Based on this evaluation, the Chief Executive Officer and Chief Financial Officer have concluded that the Company’s disclosure controls and procedures are not effective as of such date. The Chief Executive Officer and Chief Financial Officer have determined that the Company continues to have the following deficiencies which represent a material weakness:

1.	The Company has appointed an independent director on April 1, 2011 who additionally is serving as the chairman of the Audit Committee. The Company intends to appoint additional independent directors;
2.	Lack of in-house personnel with the technical knowledge to identify and address some of the reporting issues surrounding certain complex or non-routine transactions. With material, complex and non-routine transactions, management has and will continue to seek guidance from third-party experts and/or consultants to gain a thorough understanding of these transactions;
3.	Insufficient personnel resources within the accounting function to segregate the duties over financial transaction processing and reporting;
4.	Insufficient written policies and procedures over accounting transaction processing and period end financial disclosure and reporting processes.

To remediate our internal control weaknesses, management intends to implement the following measures:

▪

The Company will add sufficient number of independent directors to the board and appoint additional member(s) to the Audit Committee.

▪

The Company will add sufficient accounting personnel to properly segregate duties and to effect a timely, accurate preparation of the financial statements.

▪

The Company will hire staff technically proficient at applying U.S. GAAP to financial transactions and reporting.

▪

Upon the hiring of additional accounting personnel, the Company will develop and maintain adequate written accounting policies and procedures.

The additional hiring is contingent upon The Company’s efforts to obtain additional funding through equity or debt and the results of its operations. Management expects to secure funds in the coming fiscal year but provides no assurances that it will be able to do so.

Changes in Internal Control over Financial Reporting

Except as set forth above, there were no changes in our internal control over financial reporting that occurred during the period covered by this report that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

Limitations on the Effectiveness of Controls

The Company’s management, including the CEO and CFO, does not expect that our disclosure controls and procedures or our internal control over financial reporting will prevent or detect all error and all fraud. A control system, no matter how well designed and operated, can provide only reasonable, not absolute, assurance that the control system’s objectives will be met. Further, the design of the control system must reflect that there are resource constraints and that the benefits must be considered relative to their costs. Because of the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, within the company have been detected. These inherent limitations include the realities that judgments in decision-making can be faulty and that breakdowns can occur because of simple error or mistake. Controls can also be circumvented by the individual acts of some persons, by collusion of two or more people, or by management override of controls. The design of any system of controls is based in part on certain assumptions about the likelihood of future events, and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions. Projections of any evaluation of controls effectiveness to future periods are subject to risks. Over time, controls may become inadequate because of changes in conditions or deterioration in the degree of compliance with policies or procedures.

PART II - OTHER INFORMATION

Item 1. Legal Proceedings.

We are currently not involved in any litigation and there is no action, suit, proceeding, inquiry or investigation before or by any court, public board, government agency, self-regulatory organization or body pending or, to the knowledge of the executive officers of our company or any of our subsidiaries, threatened against or affecting our company, our common stock, any of our subsidiaries or of our companies or our subsidiaries’ officers or directors in their capacities as such.

Item 1A. Risk Factors

Not applicable because we are a smaller reporting company.

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds

None

Item 3. Defaults Upon Senior Securities.

None.

Item 4. Submission of Matters to a Vote of Security Holders.

None.

Item 5. Other Information.

None.

Item 6. Exhibits and Reports of Form 8-K.

(a) Exhibits

31.1 Rule 13a-14(a)/ 15d-14(a) Certification of Chief Executive Officer and Chief Financial Officer

31.2 Section 1350 Certification of Chief Executive Officer and Chief Financial Officer

32 Certification Pursuant to Section 906 of the Sarbanes-Oxley Act.

(b) Reports of Form 8-K

None.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, this report has been signed below by the following persons on behalf of the Registrant and in the capacities and on the date indicated.


	OMNI VENTURES, INC.


Date: February 15, 2012	By:	/s/ Christian Wicks
		Christian Wicks
		Interim President

Date: February 15, 2012	By:	/s/ Bruce Harmon
		Bruce Harmon
		Chief Financial Officer

Exhibit 31.1

CERTIFICATION PURSUANT TO

SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

I, Christian Wicks, certify that:

1. I have reviewed this quarterly report on Form 10-Q of Omni Ventures, Inc.;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the consolidated financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4. The registrant's other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

a) designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

b) designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of consolidated financial statements for external purposes in accordance with generally accepted accounting principles;

c) evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

d) disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and

5. The registrant's other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):

a) all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and

b) any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.

Date: February 15, 2012

By: /s/ Christian Wicks

Interim President

(Principal Executive Officer)

Exhibit 31.2

CERTIFICATION PURSUANT TO

SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

I, Bruce Harmon, certify that:

1. I have reviewed this quarterly report on Form 10-Q of Omni Ventures, Inc.;

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: February 15, 2012

By: /s/ Bruce Harmon

Chief Financial Officer

Exhibit 32.1

CERTIFICATION PURSUANT TO

18 U.S.C. SECTION 1350,

AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

I, Christian Wicks, Interim President of Omni Ventures, Inc. (the "Company"), certify, pursuant to 18 U.S.C. Section 1350 adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:

(1) the Quarterly Report on Form 10-Q of the Company for the period ended December 31, 2010 (the "Report") fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934 (15 U.S.C. 78m or 78o(d)); and

(2) the information contained in the Report fairly presents, in all material respects, the consolidated financial condition and results of operations of the Company.

Date: February 15, 2012

By: /s/ Christian Wicks

Interim President

(Principal Executive Officer)

Exhibit 32.2

CERTIFICATION PURSUANT TO

18 U.S.C. SECTION 1350,

AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

I, Bruce Harmon, Chief Financial Officer, of Omni Ventures, Inc. (the "Company"), certify, pursuant to 18 U.S.C. Section 1350 adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:

(2) the information contained in the Report fairly presents, in all material respects, the consolidated financial condition and results of operations of the Company.

Date: February 15, 2012

By: /s/ Bruce Harmon

Chief Financial Officer

Omni Ventures, Inc. - FORM 10-Q/A - February 15, 2012

Omni Ventures, Inc. Reports