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OMVE > SEC Filings for OMVE > Form 10-Q on 14-Aug-2012All Recent SEC Filings

Show all filings for OMNI VENTURES, INC. | Request a Trial to NEW EDGAR Online Pro

Form 10-Q for OMNI VENTURES, INC.


14-Aug-2012

Quarterly Report


ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN 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, 2011 for the fiscal year ended September 30, 2011 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

The Company was a startup company that was incorporated in Kansas on August 14, 2008.

We have begun operations in apparel design, manufacturing and distribution via our wholly owned subsidiary PRVCY Couture, Inc., and we will require outside capital to continue operations. We believe we will be able to competitively market ourselves using the traditional as well as online and viral marketing tools. All functions will be coordinated and managed by our Board of Directors, including marketing, finance, and operations.

We also entered into negotiations with several proprietors of premium brand consumer goods in the USA and in Europe with the purpose of integrating their brands into distribution programs developed by our management. We have put a significant effort into developing our e-commerce platform and will continue to market it as one of the main distribution vehicles for our products. We have begun the manufacturing, sales and marketing of our products in premium denim and other apparel using traditional retail and wholesale channels, including but not limited to small and medium-size retail boutiques and national department store chains as well as online through our websites. We have started developing the network of international distributors of our products as well as started licensing the non-denim product to third parties, manufacturers of non-denim apparel.

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.

In expanding and continuing to develop the Company's plan of operations, we have been actively seeking to expand into non-apparel consumer products such as jewelry and accessories as well as beverages.

The Company will continue to develop its subsidiaries in the field of design, manufacture, branding and distribution of consumer goods, in particular with the purpose of design, marketing and distribution of its PRVCY Premium and Privacywear brands, including offering the products under these brands via a network of international distributors, as well as via the Company's websites at http://www.prvcy.net, http://www.prvcycouture.com and http://www.privacywear.com. We are also looking to develop private-label apparel manufacturing as well as manufacturing and distribution under licenses from other apparel brands.

Results of Operations

Three months ended June 30, 2012 compared to the three months ended June 30, 2011

Revenue. For the three months ended June 30, 2012, our revenue was $30,211, compared to $28,827 for the same period in 2011. This increase in revenue was insignificant.

Gross Profit / Loss. For the three months ended June 30, 2012, our gross loss was $144,093, compared to gross profit of $12,482 for the same period in 2011. This decrease was related to an inventory write off and reserve of $147,265 and $22,500, respectively, in 2012.

Selling, General and Administrative Expenses. For the three months ended June 30, 2012, selling, general and administrative expenses were $624,079 compared to $60,102 for the same period in 2011, an increase of 938%, which relates to the reorganization of the Company.

Net Loss. We generated net losses of $4,536,816 for the three months ended June 30, 2012 compared to $62,245 for the same period in 2011, a decrease of 4,474,571. For the three months ended June 30, 2012, there was a loss on conversion of debt of $3,714,018, or 81.9% of the total net loss.

Nine months ended June 30, 2012 compared to the nine months ended June 30, 2011

Revenue. For the nine months ended June 30, 2012, our revenue was $30,745, compared to $288,902 for the same period in 2011. This decrease in revenue was due to the Company restructuring its goals whereas in 2011, the Company was liquidating inventory.

Gross Profit / Loss. For the nine months ended June 30, 2012, our gross loss was $147,022, compared to gross profit of $61,994 for the same period in 2011. This decrease was due to the lack of sales in 2012 and an inventory write off and reserve of $147,265 and $22,500 in 2012.

Selling, General and Administrative Expenses. For the nine months ended June 30, 2012, selling, general and administrative expenses were $912,127 compared to $1,771,954 for the same period in 2011, a decrease of 48.5%. This decrease was primarily due to stock-based transaction fees of $1,366,892 recorded for the nine months ended June 30, 2011. The actual selling, general and administrative expenses for the nine months ended June 30, 2011 were $405,062. Therefore, there was a decrease of 132%.

Net Loss. We generated net losses of $9,032,832 for the nine months ended June 30, 2012 compared to $1,754,034 for the same period in 2011, an increase of 415%. Factoring out the transaction fee of $1,366,892, the net loss for 2011 would have been $387,142, and factoring out the loss on conversion in 2012 of $7,904,619, the net loss for 2012 would have been $1,128,213, therefore, there was an increase of $741,071, or 191%.

Liquidity and Capital Resources

General. At June 30, 2012, we had cash and cash equivalents of $0. We have historically met our cash needs through a combination of cash flows from operating activities, proceeds from private placements of our securities, and loans including loans from our majority shareholder. 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 cash of $522,532 for the nine months ended June 30, 2012, and net cash used in operations of $23,978, during the same period in 2011. The principal elements of cash flow from operations for the nine months ended June 30, 2012 included a net loss of $9,032,832 offset primarily by loss on conversion of $7,904,619.

Cash used in investing activities was $3,512 for the nine months ended June 30, 2012, compared to cash used of $0 during the comparable period in 2011.

Cash provided by our financing activities was $526,024 for the nine months ended June 30, 2012, compared to cash provided by financing activities of $35,507 during the comparable period in 2011. The principal elements of cash flow from financing activities for the nine months ended June 30, 2012, included $402,748 of advances from our majority shareholder and $122,584 draws in a line of credit.

As of June 30, 2012, current liabilities exceeded current assets by 8.5 times. Current assets decreased from $206,693 at September 30, 2011 to $106,890 at June 30, 2012 whereas current liabilities increased from $689,311 at September 30, 2011 to $908,512 at June 30, 2012.

                                                   For the nine months ended
                                                           June 30,
                                                      2012             2011

        Cash used in operating activities       $    (522,532 )     $ (23,978 )
        Cash used in investing activities              (3,512 )            -
        Cash provided by financing activities         526,024          33,507

        Net changes to cash                     $         (20 )     $   9,529

Going Concern

The accompanying unconsolidated 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 $30,745 and net losses of $9,032,832 (includes loss on conversion of $7,904,619) for the nine months ended June 30, 2012 compared to sales of $288,902 and net loss of $1,755,207 (includes transaction fee of $1,366,892) for the nine months ended June 30, 2011. The Company used cash in operations for the nine months ended June 30, 2012 of $522,532. The Company had a working capital deficit, stockholders' deficit, and accumulated deficit of $801,622, $746,796 and $12,207,040, respectively, at June 30, 2012. In addition, the Company, as of the date of this report, was in default on three promissory notes, one of which is secured by substantially all assets of the Company. 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 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 is in negotiation with third parties for financing that should facilitate the Company's growth in the short-term period and is also considering merger candidates. 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.

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