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Quotes & Info
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| OMVE > SEC Filings for OMVE > Form 10-Q/A on 16-Aug-2012 | All Recent SEC Filings |
16-Aug-2012
Quarterly Report
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
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.
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 June 30, 2011 Compared to the Three Months Ended June 30, 2010
Revenues
Revenues for the three months ended June 30, 2011, were $28,827 as compared to no earnings for the three months ended June 30, 2010. 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 June 30, 2011 was $12,482 as compared to none for the three months ended June 30, 2010.
Operating Expenses
Operating Expenses incurred for the three months ended June 30, 2011 were $60,102 as compared to $5,557 for the three months ended June 30, 2010, an increase of $54,545. 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.
Net Loss and Earnings Per Share
The Company's net loss for the three months ended June 30, 2011 was $62,245 compared to a net loss of $10,045 for the three months ended June 30, 2010, an increase in the loss of $52,200. Net loss per weighted average share was ($0.00) for the three months ended June 30, 2011, as compared to $0.00 for the three months ended June 30, 2010.
Nine Months Ended June 30, 2011 Compared to the Nine Months Ended June 30, 2010
Revenues
Revenues for the nine months ended June 30, 2011, were $288,902 as compared to no earnings for the nine months ended June 30, 2010. 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 nine months ended June 30, 2011 was $61,994 as compared to none for the nine months ended June 30, 2010.
Operating Expenses
Operating Expenses incurred for the nine months ended June 30, 2011 were $1,771,954 as compared to $26,005 for the nine months ended June 30, 2010, an increase of $1,745,949. 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 nine months ended June 30, 2011 was $1,754,034 compared to a net loss of $39,854 for the nine months ended June 30, 2010, an increase in the loss of $1,714,180. Net loss per weighted average share was ($0.02) for the nine months ended June 30, 2011, as compared to ($0.00) for the nine months ended June 30, 2010.
Liquidity and Capital Resources
General. At June 30, 2011, we had cash and cash equivalents of 9,556. 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 cash in operations of $23,978 for the nine months ended June 30, 2011, and we used cash in operations of $77 during the same period in 2010. The principal elements of cash flow from operations for the nine months ended June 30, 2011 included a net loss of $1,754,034, offset primarily by a transaction fee of $1,366,892.
Cash provided by our financing activities was $33,507 for the nine months ended June 30, 2011, compared to $0 during the comparable period in 2010. This increase was attributed to a third party investor, $18,000, and advances from a related party, $15,507.
As of June 30, 2011, current liabilities exceeded current assets by 2.1 times. Current assets increased from $27 at September 30, 2010 to $290,383 at June 30, 2011 whereas current liabilities increased from $239,715 at September 30, 2010 to $609,090 at June 30, 2011.
Research and Development
In the nine months ended June 30, 2011, the Company did not incur any expenses on research and development, nor did it incur any expenses for the same period ending June 30, 2010.
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 $288,902 and net losses of $1,754,034 ($1,366,892 represents
transaction fees) for the nine months ended June 30, 2011 compared to sales of
$0 and net loss of $39,854 for the nine months ended June 30, 2010. The Company
had a working capital deficiency, stockholders' deficiency, and accumulated
deficit of $318,707, $240,390 and $2,455,626, respectively, at June 30, 2011.
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).
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