Table of Contents
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-K
(MARK
ONE)
☒ ANNUAL REPORT UNDER SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934
FOR THE FISCAL YEAR ENDED: APRIL 30, 2017
☐ TRANSITION
REPORT UNDER SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from _________ to
___________.
Commission file number
000-51126
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OMNI GLOBAL TECHNOLOGIES, INC.
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(Exact name of small business issuer as specified in its charter)
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Nevada
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88-0355407
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(State or other jurisdiction of
incorporation or organization)
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(IRS Employer
Identification No.)
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53 Calle Palmeras, Suite 802 San Juan
Puerto Rico, 00901
(Address of principal executive offices)
787-767-0808
(Issuer's telephone number)
Business.VN, Inc.
(Former name, former address and former fiscal year, if changed since last report)
Indicate by check mark if the registrant is a well-known seasoned
issuer, as defined in Rule 405 of the Securities Act. Yes ☐ No ☒
Indicate by check mark if the registrant is not required to file
reports pursuant to Section 13 or Section 15(d) of the Act. Yes ☐ No ☒
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 ☐ No ☒
Indicate by check mark whether the registrant has submitted electronically
and posted on its corporate Website, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405
of Regulation S-T (§ 229.405 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 ☐ No ☒
Indicate by check mark if disclosure of delinquent filers pursuant
to Item 405 of Regulation S-K (§229.405 of this chapter) is not contained herein, and will not be contained, to the best of
registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form
10-K or any amendment to this Form 10-K. ☐
Indicate by check mark whether the registrant is a large accelerated
filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See the definitions
of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging
growth company” in Rule 12b-2 of the Exchange Act.
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Large accelerated filer ☐
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Accelerated filer ☐
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Non-accelerated filer ☐ (Do not check if a smaller reporting company)
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Smaller reporting company ☒
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Emerging growth company ☐
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If an emerging growth company, indicate by check mark if the registrant
has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided
pursuant to Section 13(a) of the Exchange Act. ☐
Indicate by check mark whether the registrant is a shell company
(as defined in Rule 12b-2 of the Exchange Act). YES ☐ NO ☒
The aggregate market value of the registrant’s voting and non-voting common stock held by non-affiliates of the registrant
on July 31, 2017, the last business day of the registrant’s most recently completed fiscal quarter, computed by reference
to the last sale price of the registrant’s common stock as reported by The NASDAQ Global Select Market on such date,
was approximately $3,687. This computation assumes that all executive officers, directors and persons known to the registrant
to be the beneficial owners of more than ten percent of the registrant’s common stock are affiliates of the registrant.
Such assumption should not be deemed conclusive for any other purpose.
State the number of shares outstanding of
each of the issuer's classes of common equity, as of the latest practicable date: As of August 25, 2017 the issuer had 20,368,703
shares of its common stock issued and outstanding.
OMNI GLOBAL TECHNOLOGIES, INC.,
TABLE OF CONTENTS TO
FORM 10-K FOR THE YEAR
ENDED APRIL 30, 2017
CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS
The following are factors that could cause
actual results or events to differ materially from those anticipated, and include, but are not limited to general economic, financial
and business conditions, changes in and compliance with governmental laws and regulations, our ability to obtain additional financing
from outside investors and/or bank and mezzanine lenders; and our ability to generate sufficient revenues to cover operating losses
and position us to achieve positive cash flow.
Readers are cautioned not to place undue reliance
on the forward-looking statements contained herein, which speak only as of the date hereof. We believe the information contained
in this Form 10-K to be accurate as of the date hereof. Changes may occur after that date. We will not update that information
except as required by law in the normal course of its public disclosure practices.
Additionally, the following discussion regarding our financial condition
and results of operations should be read in conjunction with the financial statements and related notes.
PART I
Item 1. Description of Business
BACKGROUND
Unless the context otherwise requires, the
terms "we", "our", "us", "OMNI", OMGT or "Omni Global Technologies, Inc." refers
to Omni Global Technologies Inc. (formerly Business.vn, Inc.)
Omni Global Technologies, Inc. (“OMNI”
or the "Company") was originally formed on September 15, 1995 as Interactive Processing, Inc., a Nevada corporation,
to market high-tech consumer electronics through television home-shopping networks, retail stores, catalog companies and their
website remotecontrols.com. In March 1999, the Company changed its name to Worldtradeshow.com, Inc. In April, 1999, the Company
acquired intellectual property rights to a database and business plan and significantly changed its business plan to develop tradeshow
software and market both physical and virtual tradeshow space through the Company's website.
The Company was dormant from October 2008 through
May 15, 2016 until it was placed under the control of a Receiver in Nevada’s Eighth Judicial District pursuant to #A14- 715484-P.
Substantially all of the liabilities that have been outstanding since October 2008 are expected to be legally discharged by the
Court, but the discharge has not occurred as of the date of this Report. As a result, all liabilities outstanding as of April 30,
2009 have been carried over to the April 30, 2017 balance sheet.
Reverse Split and Name Change
On November 18, 2016, we effected a 1 for 150
reverse split and changed our name from Business.vn, Inc. to Omni Global Technologies, Inc., and the Company’s trading symbol
changed from “BVNI” to “OMGT”. Under the guidelines of Staff Accounting Bulletin 4c, a capital structure
change such as a stock split that occurs after the date of the most recent balance sheet must be given retroactive effect in the
balance sheet. Accordingly, all references to the numbers of Common Shares and per share data in the accompanying financial statements
have been adjusted to reflect this reverse split on a retroactive basis, unless indicated otherwise. As of April 30, 2017 we had
20,351,422 shares outstanding.
SHARE PURCHASE AGREEMENT
From the period from May 15, 2016 through March
22, 2017 we were under the control of a court appointed Receiver. During that period the Receiver ran the Company and incurred
expenses to maintain its status as public company and to locate a potential buyer for the Company. On May 23, 2017 the Company
entered into a Share Purchase Agreement (“SPA”) with JOJ Holdings (the “Purchaser”, LLC maintaining an
address at 53 Calle Palmeras, San Juan Puerto Rico. Under the terms of the SPA, the Purchaser agreed to purchase 20,000,000 of
our $0.001 par value common stock; and to assume the liability of a judgement creditor in the amount of $25,690.41. Additionally,
and concurrent with the signing of the SPA by the Company; the Receiver resigned from the Company, and the Purchaser elected Olivia
Funk as the sole officer and director of the Company. The $150,000 received at closing was distributed by an escrow agent and was
used to cover Receiver expenses incurred during the receivership period, and other company expenses. All $150,000 was disbursed
prior to April 30, 2017. Therefore, the Company which began the year with no cash, ended up with no cash as on hand as of its April
30, 2017 balance sheet date.
COMPETITION
Not applicable
RESEARCH AND DEVELOPMENT
Not applicable
Item 1A. Risk Factors
None.
Item 2. Description of Property
JOJ Holdings, LLC provides office space at no cost to the Company.
EMPLOYEES AND CONSULTING AGREEMENTS
The Company has one employee, Olivia Funk who serves as Chief Executive
Officer
Item 3. Legal Proceedings
In the opinion of management, there are no
matters requiring recognition or disclosure as a loss contingency in accordance with Statement of Financial Standards No. 5.
Item 4. Mine Safety Disclosures
Not applicable.
PART II
Item 5. Market for Common Equity, Related Stockholder
Matters and Small Business Issuer Purchases of Equity Securities
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(a)
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Market information. Our common stock is traded on the OTC Bulletin Board (OTCBB) under the symbol “OMGT”. The following table sets forth the range of high and low bid quotations for our common stock for each of the periods indicated as reported by the OTCBB. These quotations reflect inter-dealer prices, without retail markup, markdown or commission and may not represent actual transactions.
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OMGT- Fiscal Year Ending April 30, 2017
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Quarter Ended
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High $
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Low $
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July 31, 2016
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$
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N/A
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$
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N/A
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October 31, 2016
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$
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N/A
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$
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N/A
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January 31, 2017
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$
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0.55
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$
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0.08
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April 30, 2017
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$
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0.20
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$
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0.08
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OMGT- Fiscal Year Ending April 30, 2016
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Quarter Ended
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High $
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Low $
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July 31, 2015
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$
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N/A
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$
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N/A
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October 31, 2015
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$
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N/A
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$
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N/A
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January 31, 2016
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$
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N/A
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$
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N/A
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April 30, 2016
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$
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N/A
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$
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N/A
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We consider our common stock to be thinly traded
and, accordingly, reported sales prices or quotations may not be a true market-based valuation of our common stock.
Stockholders.
As of June,
2017, there were 157 record holders of our common stock.
Item 6. Selected Financial Data.
None.
Item 7. Management's Discussion and Analysis or
Plan of Operation
This Annual Report on Form 10-K and the information
incorporated by reference may include "forward-looking statements," as defined in Section 27A of the Securities Act and
section 21E of the Exchange Act. We intend the forward-looking statements to be covered by the safe harbor provisions for forward-looking
statements. All statements regarding expected financial position and operating results, business strategy, financing plans and
the outcome of any contingencies are forward-looking statements. The forward-looking statements are subject to risks and uncertainties
that could cause actual results to differ materially from those set forth or implied by any forward-looking statements. Please
refer to Part I, Item 1 ("Cautionary Statement Regarding Future Results, Forward-Looking Information/Statements and Certain
Important Factors") of this Form 10-K for additional information. The following discussion should be read in conjunction with
our consolidated financial statements and the related notes included in this Form 10-K.
GOING CONCERN
The Company has experienced of $11,228,988
net losses to date; we will need additional working capital to service debt and for ongoing operations, which raises substantial
doubt about its ability to continue as a going concern. Management of the Company is working a strategy to meet operational shortfalls
which may include equity funding, short term or long term financing or debt financing, to enable the Company to reach profitable
operations, however, there can be no assurances that the plan will succeed nor that the Company will be able to execute its plans.
FORWARD-LOOKING STATEMENTS AND ASSOCIATED RISKS RELATED TO AN
INVESTMENT IN OMNI GLOBAL TECHNOLOGIES, INC., INC. STOCK
Some of the statements in this report or incorporated
by reference are forward-looking, including, without limitation, the statements under the caption "Management's Discussion
and Analysis or Plan of Operation". Forward-looking statements include those that contain words like "may," "will,"
"could," "should," "project," "believe," "anticipate," "expect," "plan,"
"estimate," "forecast," "potential," "intend," "maintain," "continue"
and variations of these words or comparable words. In addition, all of the non-historical information herein is forward-looking,
including any statement or implication about a future time, result or other circumstance. Forward-looking statements are not a
guarantee of future performance and involve risks and uncertainties. Actual results may differ substantially from the results that
the forward-looking statements suggest for various reasons. These forward-looking statements are made only as of the date of this
report. We do not undertake to update or revise the forward-looking statements, whether as a result of new Information, future
events or otherwise. (Note: The statutory safe harbors of the Private Securities Litigation Reform Act will not be available to
us until such time as we become a reporting company.)
The forward-looking statements included herein
are based on, among other items, assumptions that we will be able to meet our operating cash and any debt service requirements,
that we will be able to successfully resolve disputes and other business matters as anticipated, that competitive and technological
conditions within the medical device and electronic component industries will not affect us materially or adversely, that we will
retain key personnel, that our forecasts will reasonably anticipate market demand for our products, and that there will be no significant
unanticipated cost increases or other material adverse change in our operations or business. Among the factors that could cause
actual results to differ materially are the following:
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the impact of competitive products and their pricing;
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potential effects of inflation;
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lack of earnings visibility;
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dependence upon certain customers or markets;
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dependence upon suppliers;
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difficulties in integrating any acquired businesses and realizing cost savings or productivity gains;
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dependence on key personnel;
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difficulties regarding hiring and retaining qualified personnel in a competitive labor market; and
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Risks of doing business in international markets.
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Other factors that could cause results to vary materially from current
expectations are referred to elsewhere in this report.
Assumptions regarding the foregoing involve
judgments that are difficult to make and future circumstances that are difficult to accurately predict. Forecasting and other management
decisions are subjective in many respects and thus susceptible to interpretations and periodic revisions based on actual experience
and business developments, the impact of which may cause us to alter our internal forecasts, and which may in turn affect expectations
or future results. We do not undertake to publicly announce the changes that may occur in our expectations. Readers are cautioned
against giving undue weight to any of the forward-looking statements. The inclusion of forward-looking information should not be
regarded as a representation by us or any other person that our objectives or plans will be achieved. We are setting out some of
the more specific risk factors below in full for the convenience of the readers:
The market price of our stock has fluctuated
pursuant to the acquisition and our preparations for developing and marketing our products, and can be affected by economic and
political uncertainties. Declines in the market price of our stock could adversely affect our ability to retain personnel with
higher-priced stock incentives, to acquire businesses or assets in exchange for stock and/or to conduct future financing activities
with the sale of stock.
NO DIVIDENDS EXPECTED.
We have not paid any cash or other dividends
on our common shares since inception and we do not expect to pay any dividends in the future. We expect to use any earnings in
our operations.
CONTROLS AND PROCEDURES
We have no capital on hand to achieve our goals,
but we do not have any commitments to obtain such capital and cannot give assurance that we will be able to obtain capital as and
when required.
Future revenue growth depends on our ability
to improve the effectiveness and breadth of our sales organization.
OUR COMMON STOCK IS CONSIDERED A "PENNY
STOCK" AND, AS SUCH, THE MARKET FOR OUR COMMON STOCK MAY BE FURTHER LIMITED BY CERTAIN SEC RULES.
As long as the price of our common stock remains
below $5.00 per share, the stock is likely to be subject to certain "penny stock" rules promulgated by the SEC. Those
rules impose certain sales practice requirements on brokers who sell penny stock to persons other than established customers and
accredited investors (generally institutions with assets in excess of $5,000,000 or individuals with net worth in excess of $1,000,000).
For transactions covered by the penny stock rules, the broker must make a special suitability determination for the purchaser and
receive the purchaser's written consent to the transaction prior to the sale. Furthermore, the penny stock rules generally require,
among other things, that brokers engaged in secondary trading of penny stocks provide customers with written disclosure documents,
monthly statements of the market value of penny stocks, disclosure of the bid and ask prices, disclosure of the compensation to
the brokerage firm, and disclosure of the sales person working for the brokerage firm. These rules and regulations adversely affect
the ability of brokers to sell our common stock and limit the liquidity of our securities.
THE TRADING PRICE OF OUR COMMON STOCK IS VOLATILE
AND COULD DECLINE SUBSTANTIALLY.
The trading price of our common stock is volatile
and is likely to continue to be volatile. Our stock price could be subject to wide fluctuations in response to a variety of issues,
including broad market factors that may have a material adverse impact on our stock price, regardless of our actual performance.
The factors include, but are not limited to, the following:
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Periodic variations in the actual or anticipated financial results of our business or that of our competitors;
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Downward revisions in estimates of our future operating results or of the future operating results of our competitors;
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Material announcements by us or our competitors;
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Adverse changes in general market conditions or economic trends or in conditions or trends in the market in which we operate.
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WE HAVE THE ABILITY TO ISSUE ADDITIONAL EQUITY
SECURITIES, WHICH WOULD LEAD TO DILUTION OF OUR ISSUED AND OUTSTANDING COMMON STOCK.
The issuance of additional equity securities
or securities convertible into equity securities would result in dilution of our existing stockholders' equity interests in us.
Our Board of Directors has the authority to issue, without vote or action of stockholders, preferred stock in one or more series,
and has the ability to fix the rights, preferences, privileges and restrictions of any such series. Any such series of preferred
stock could contain dividend rights, conversion rights, voting rights, terms of redemption, redemption prices, liquidation preferences
or other rights superior to the rights of holders of our common stock. If we issue convertible preferred stock, a subsequent conversion
may dilute the current common stockholders' interest.
WE DO NOT INTEND TO PAY CASH DIVIDENDS. AS
A RESULT, STOCKHOLDERS WILL BENEFIT FROM AN INVESTMENT IN OUR COMMON STOCK ONLY IF IT APPRECIATES IN VALUE.
We have never paid a cash dividend on our common
stock, and we do not plan to pay any cash dividends on our common stock in the foreseeable future. We currently intend to retain
any future earnings to finance our operations and further expansion and growth of our business, including acquisitions. As a result,
the success of an investment in our common stock will depend upon any future appreciation in its value. We cannot guarantee that
our common stock will appreciate in value or even maintain the price at which stockholders have purchased their shares.
Overview.
The following discussion should be read in
conjunction with our condensed financial statements, and the related notes included elsewhere in this Annual Report on Form 10-K
for the fiscal year ended April 30, 2017. Certain statements contained herein may constitute forward-looking statements within
the meaning of the Private Securities Litigation Reform Act of 1995. These statements involve a number of risks, uncertainties
and other factors that could cause actual results to differ materially, as discussed more fully herein.
RESULTS OF OPERATIONS
FISCAL
YEAR ENDED APRIL 30, 2017 COMPARED TO THE CORRESPONDING PERIOD ENDED APRIL 30,
2016
During the three month period ended January
31, 2008, we became dormant and remained dormant until May 2016 when we placed on the control of a court appointed Receiver. During
the twelve month fiscal year ended April 2016 we did not record and revenues or incur any expenses. During the 12 month period
ended April 30, 2017 we incurred $150,000 in expense and $3,913 in interest expense; and emerged from receivership. Going forward
we do not know what type of business activity we will pursue.
Liquidity and capital resources.
The Company had no cash on hand as of April
30, 2017. The Purchaser of the controlling interest in the Company which was obtained pursuant to the SPA intends to invest more
money into the company, however, there can be no assurances.
Off-balance sheet arrangements.
We do not have any off-balance sheet financing arrangements or liabilities.
Critical accounting estimates and policies.
The Company has adopted all recently issued accounting pronouncements.
Item 8. Financial Statements
The financial statements and notes thereto are included in
this Report and begin on page F-1 with the index to consolidated financial statements.
Item 9. Changes in and Disagreements
With Accountants on Accounting and Financial Disclosure.
None.
Item 9A. Controls and Procedures
Evaluation of and Report on Internal Control over Financial
Reporting
The management is responsible for establishing
and maintaining adequate internal control over financial reporting. Internal control over financial reporting is defined in Rule
13a-15(f) or 15d-15(f) promulgated under the Securities Exchange Act of 1934 as a process designed by, or under the supervision
of, the company's principal executive and principal financial officers and effected by the company's board of directors, management
and other personnel, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial
statements for external purposes in accordance with accounting principles generally accepted in the United States of America and
includes those policies and procedures that:
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Pertain to the maintenance of records that in reasonable detail accurately and fairly reflect the transactions and dispositions of the assets of the company;
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Provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with accounting principles generally accepted in the United States of America and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and
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Provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of the company's assets that could have a material effect on the financial statements.
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Because of its inherent limitations, internal
control over financial reporting may not prevent or detect misstatements. Projections of any evaluation of effectiveness to future
periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance
with the policies or procedures may deteriorate. All internal control systems, no matter how well designed, have inherent limitations.
Therefore, even those systems determined to be effective can provide only reasonable assurance with respect to financial statement
preparation and presentation. Because of the inherent limitations of internal control, there is a risk that material misstatements
may not be prevented or detected on a timely basis by internal control over financial reporting. However, these inherent limitations
are known features of the financial reporting process. Therefore, it is possible to design into the process safeguards to reduce,
though not eliminate, this risk.
Management assessed the effectiveness of the
Company's internal control over financial reporting as of April 30, 2017. In making this assessment, management used the criteria
set forth by the Committee of Sponsoring Organizations of the Treadway Commission in Internal Control-Integrated Framework.
Based on its assessment, management concluded
that, as of April 30, 2017 the Company's internal control over financial reporting was not effective based on those criteria.
This annual report does not include an attestation
report of the Company's registered accounting firm regarding internal control over financial reporting. Management's report is
not subject to attestation by the Company's registered public accounting firm pursuant to temporary rules of the Securities and
Exchange Commission.
ITEM 9B. OTHER INFORMATION.
Not applicable.
PART III
Item 10. Directors, Executive Officers and
Corporate Governance.
None.
Item 11. Executive Compensation.
None.
Item 12. Security Ownership of Certain Beneficial
Owners and Management and Related Stockholder Matters.
None.
Item 13. Certain Relationships and Related
Transactions, and Director Independence.
None.
Item 14. Principal Accounting Fees and Services.
None.
PART IV
Item 15. Exhibits, Financial Statement Schedules.
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EXHIBIT
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NUMBER
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DESCRIPTION
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3.1*
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Articles
of Incorporation of the Company Filed September 15, 1995
(Incorporated by reference to Form 10SB12G/A filed on June 30, 2006)
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4.1*
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Form of Common
Stock Certificate
(Incorporated by reference to Form 10SB12G/A filed on June 30, 2006)
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10.1*
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Business.com.vn
MOU
(Incorporated by reference to Form 10SB12G/A filed on June 30, 2006)
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10.2*
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Hotels.vn
Marketing agreement (Business.com.vn agreement)
(Incorporated by reference to Form 10SB12G/A filed on June 30, 2006)
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10.3*
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Hotels Extension
document (Business.com.vn extension)
(Incorporated by reference to Form 10SB12G/A filed on June 30, 2006)
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10.4*
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Hi-Tek Reservation
Engine agreement
(Incorporated by reference to Form 10SB12G/A filed on June 30, 2006)
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10.5*
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Maxsima
discount card
(Incorporated by reference to Form 10SB12G/A filed on June 30, 2006)
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10.6*
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Hi-Tek
service agreement
(Incorporated by reference to Form 10SB12G/A filed on June 30, 2006)
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10.8*
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My
BajaGuide.com MOU
(Incorporated by reference to Form 10SB12G/A filed on June 30, 2006)
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10.9*
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Mexican
association agreement
(Incorporated by reference to Form 10SB12G/A filed on June 30, 2006)
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10.10*
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DotVN
agreement
(Incorporated by reference to Form 10SB12G/A filed on June 30, 2006)
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10.11*
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VTIC
MOU
(Incorporated by reference to Form 10SB12G/A filed on June 30, 2006)
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10.12*
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Consulting
Agreement
(Incorporated by reference to Form 10SB12G/A filed on June 30, 2006)
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10.13*
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Hi-Tek
interest agreement
(Incorporated by reference to Form 10SB12G/A filed on June 30, 2006)
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10.14*
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Hi-Tek
Reservation Engine Extension
(Incorporated by reference to Form 10SB12G/A filed on June 30, 2006)
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10.15*
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Independent
contractors' agreement
(Incorporated by reference to Form 10SB12G/A filed on June 30, 2006)
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10.16*
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Independent
contractors' agreement
(Incorporated by reference to Form 10SB12G/A filed on June 30, 2006)
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10.17*
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Hi-Tek
Service agreement with attached schedule “A”
(Incorporated by reference to Form 10SB12G/A filed on June 30,
2006)
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10.18**
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Share Purchase Agreement
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31.1
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Certification of Receiver pursuant to Exchange Act Rule 13a-14(a)
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32.1
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Certification of Receiver pursuant to Exchange Act Rule 13a-14(b) and 18 U.S.C. Section 1350
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101.INS**
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XBRL Instances Document
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101.SCH
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XBRL Taxonomy Extension Schema Document
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101.CAL
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XBRL Taxonomy Extension Calculation Linkbase Document
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101.DEF
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XBRL Taxonomy Extension Definition Linkbase Document
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101.LAB
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XBRL Taxonomy Extension Label Linkbase Document
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101.PRE
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XBRL Taxonomy Extension Presentation Linkbase Document
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___________
* These documents are incorporated herein by reference as exhibits
hereto. Following the description of each such exhibit is a reference to the document as it appeared in a specified report previously
filed with the SEC, to which there have been no amendments or changes.
** Filed or Furnished herewith.
SIGNATURES
In accordance with Section 13 or 15(d) of the Exchange Act, the
registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
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OMNI GLOBAL TECHNOLOGIES, INC.
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Date: August 30, 2017
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By:
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/s/
Olivia Funk
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Olivia Funk
Chief
Executive Officer and Director
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In accordance with the Exchange Act, this report has been signed
by the following persons on behalf of the registrant and in the capacities and on the dates indicated.
Index To Financial Statements
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING
FIRM
To the Board of Directors and Stockholders of Omni Global Technologies,
Inc.:
We have audited the accompanying balance sheets
of Omni Global Technologies, Inc. (“the Company”) as of April 30, 2017 and 2016 and the related statements of operations,
stockholders’ equity (deficit) and cash flows for the years then ended. These financial statements are the responsibility
of the Company's management. Our responsibility is to express an opinion on these financial statements based on our audit.
We conducted our audits in accordance with
standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the
audits to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit
includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the
accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement
presentation. We believe that our audits provide a reasonable basis for our opinions.
In our opinion, the financial statement referred
to above present fairly, in all material respects, the financial position of Omni Global Technologies, Inc., as of April 30, 2017
and 2016, and the results of its operations and its cash flows for the years then ended, in conformity with generally accepted
accounting principles in the United States of America.
The company is not required to have, nor were
we engaged to perform, an audit of its internal control over financial reporting. Our audits included consideration of internal
control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for
the purpose of expressing an opinion on the Company's internal control over financial reporting. Accordingly, we express
no such opinion.
The accompanying financial statements have
been prepared assuming that the Company will continue as a going concern. As discussed in Note 2 to the financial statements, the
Company’s significant operating losses raise substantial doubt about its ability to continue as a going concern. The
financial statements do not include any adjustments that might result from the outcome of this uncertainty.
/s/ BF Borgers CPA PC
BF Borgers CPA PC
Lakewood, CO
August 30, 2017
OMNI GLOBAL TECHNOLOGIES, INC.
(Formerly Business.vn, Inc.)
Balance Sheets
As of April 30, 2017 and April 30, 2016
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April 30,
2017
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April 30,
2016
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ASSETS
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Current assets
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Cash
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$
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–
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$
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–
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Total assets
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$
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–
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$
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–
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LIABILITIES AND SHAREHOLDERS' DEFICIT
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Current liabilities
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Accounts payable
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$
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429,679
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$
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429,679
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Due to related parties
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3,981,423
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3,981,423
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Accrued liabilities
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63,917
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60,004
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Note payable
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501,112
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501,112
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Convertible note
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53,000
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53,000
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Total liabilities
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5,029,131
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5,025,218
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Shareholders' Deficit
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Preferred stock, $0.001 par value, 5,000,000 authorized. None issued
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–
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–
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Common stock; $0.001 par value; 400,000,000 shares
authorized 20,368,703 and 368,703 shares issued and outstanding as of April 30, 2017 and April 30, 2016, respectively
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20,368
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368
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Additional paid-in capital
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6,179,489
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6,049,489
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Accumulated deficit
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(11,228,988
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)
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(11,075,075
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)
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Total shareholders' deficit
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(5,029,131
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)
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(5,025,218
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)
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Total liabilities and shareholders' deficit
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$
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–
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$
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–
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The Accompanying Notes Are An Integral Part
Of These Financial Statements.
OMNI GLOBAL TECHNOLOGIES, INC.
(Formerly Business.vn, Inc.)
Statements of Operations
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For the years ending
April 30,
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2017
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2016
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Revenue
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$
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–
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$
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–
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General and administrative
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30,580
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–
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Consulting fees
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40,000
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–
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Professional fees
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77,420
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–
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Total operating expenses
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148,000
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–
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(Loss) from operations
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(148,000
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)
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–
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Other income (expense)
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Interest expense
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(5,913
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)
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–
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Loss from operations
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(153,913
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–
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Provision for income taxes
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–
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–
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Net Loss
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$
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(153,913
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–
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Loss per common share:
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Basic and diluted
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$
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(0.06
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$
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0.00
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Weighted average shares outstanding:
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Basic and diluted
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2,450,895
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368,703
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The Accompanying Notes Are An Integral Part
Of These Financial Statements.
OMNI GLOBAL TECHNOLOGIES, INC.
(Formerly Business.vn, Inc.)
Statement of Cash Flows
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For the Years Ended
April 30,
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2017
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2016
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Cash flows from operating activities:
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Net loss
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$
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(153,913
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$
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–
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Changes in operating assets and liabilities
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Increase in accrued liabilities
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3,913
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–
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Net cash (used in) operating activities
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(150,000
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–
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Cash flows from investing activities:
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Net cash (used in) provided by investing activities
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–
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–
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Cash flows from financing activities:
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Proceeds from the issuance of common stock
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150,000
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–
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Net cash provided by financing activities
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150,000
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Net change in cash
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–
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–
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Cash, beginning of the period
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–
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–
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Cash, end of the period
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$
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–
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$
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–
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The Accompanying Notes Are An Integral Part
Of These Financial Statements.
OMNI GLOBAL TECHNOLOGIES, INC.
(Formerly Business.vn, Inc.)
Statements of Changes in Stockholders Deficit
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Common Stock
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Additional Paid-in
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Stockholders
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Shares
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Amount
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Capital
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Deficit
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Total
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Balance, April 30, 2016 (Unaudited)
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368,703
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$
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368
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$
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6,049,489
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$
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(11,075,075
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$
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(5,025,218
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Shares issued for cash
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20,000,000
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20,000
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130,000
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–
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150,000
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Net loss for the year ended April 30, 2017
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–
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–
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–
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(153,913
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(153,913
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Balance, April 30, 2017
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20,368,703
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$
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20,368
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$
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6,179,489
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$
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(11,228,988
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$
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(5,029,131
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OMNI GLOBAL TECHNOLOGIES, INC.
Notes to Financial Statements
1. Organization
Unless the context otherwise requires, the
terms "we", "our", "us", "OMNI", OMGT or "Omni Global Technologies, Inc." refers
to Omni Global Technologies Inc. (formerly Business.vn, Inc.)
Omni Global Technologies, Inc. (“OMNI”
or the "Company") was originally formed on September 15, 1995 as Interactive Processing, Inc., a Nevada corporation,
to market high-tech consumer electronics through television home-shopping networks, retail stores, catalog companies and their
website remotecontrols.com. In March 1999, the Company changed its name to Worldtradeshow.com, Inc. In April, 1999, the Company
acquired intellectual property rights to a database and business plan and significantly changed its business plan to develop tradeshow
software and market both physical and virtual tradeshow space through the Company's website.
The Company was dormant from October 2008 through
May 15, 2016 until it was placed under the control of a Receiver in Nevada’s Eighth Judicial District pursuant to #A14-715484-P.
Substantially all of the liabilities that have been outstanding since October 2008 are expected to be legally discharged court,
but the discharge has not occurred as of the date of this Report. As a result, all liabilities outstanding as of April 30, 2009
have been carried over to the April 30, 2017 balance sheet.
Reverse Split and Name Change
On November 18, 2016, the Company effected
a 1 for 150 reverse split and changed its name from Business.vn, Inc., to Omni Global Technologies, Inc., and the Company’s
trading symbol changed from “BVNI” to “OMGT”. Under the guidelines of Staff Accounting Bulletin 4c, a capital
structure change such as a stock split that occurs after the date of the most recent balance sheet must be given retroactive effect
in the balance sheet. Accordingly, all references to the numbers of Common Shares and per share data in the accompanying financial
statements have been adjusted to reflect this forward split on a retroactive basis, unless indicated otherwise.
2.
Summary of Significant Accounting Policies
Basis of Presentation
The financial statements of the Company have
been prepared in accordance with generally accepted accounting principles in the United States of America (“US GAAP”).
This basis of accounting involves the application of accrual accounting and consequently, revenues and gains are recognized when
earned, and expenses and losses or recognized when incurred.
Similarly, management must make estimates of
the uncollectibility of accounts receivable. Management specifically analyzes accounts receivable and historical bad debts, customer
concentrations, customer credit-worthiness, current economic trends and changes in our customer payment terms when evaluating the
adequacy of the allowance for doubtful accounts. If the financial condition of our customers were to deteriorate, resulting in
an impairment of their ability to make payments, additional allowances may be required.
Income Taxes
The Company utilizes SFAS No. 115,
Accounting
for Income Taxes
, which requires the recognition of deferred tax assets and liabilities for the expected future tax consequences
of events that have been included in the financial statements or tax returns. Under this method, deferred tax assets and liabilities
are determined based on the difference between the tax basis of assets and liabilities and their financial reporting amounts based
on enacted tax laws and statutory tax rates applicable to the periods in which the differences are expected to affect taxable income.
Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized.
Going Concern
The Company has an accumulated deficit of $11,228,988
to date. We will need additional working capital to service debt and for ongoing operations, which raises substantial doubt about
its ability to continue as a going concern. Management of the Company is working a strategy to meet operational shortfalls which
may include equity funding, short term or long term financing or debt financing, to enable the Company to reach profitable
operations, however, there can be no assurances that the plan will succeed nor that the Company will be able to execute its plans.
Operating Expenses
Operating expenses for the fiscal year ended
April 30, 2017 are comprised of accounting, the court appointed receiver’s professional fees, legal expenses, transfer agent
expenses and other professional and consulting fees. These fees are not related to company operations but fees incurred to help
the Company emerge from receivership status and re-establish itself as a reporting public company.
Basic and Diluted Net Loss Per Share
Net loss per share is calculated in accordance
with SFAS No. 128,
Earnings Per Share
for the period presented. Basic net loss per share is based upon
the weighted average number of common shares outstanding. Diluted net loss per share is based on the assumption that all dilative
convertible shares and stock options were converted or exercised. Dilution is computed by applying the treasury stock method.
Under this method, options and warrants are assumed exercised at the beginning of the period (or at the time of issuance, if later),
and as if funds obtained thereby we used to purchase common stock at the average market price during the period.
Use of Estimates
The preparation of financial statements in
conformity with accounting principles generally accepted in the United States of America requires management to make certain estimates
and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities
at the date of the financial statements and the reported amounts of revenue and expenses during the periods presented. Actual results
could differ from those estimates.
Significant estimates made by management are,
among others, realizability of long-lived assets, deferred taxes and stock option valuation. Management reviews its estimates on
a quarterly basis and, where necessary, makes adjustments prospectively.
3. Provision for income taxes
As of April 30, 2017, the Company has a federal
net operating loss carry forwards of $11,228,988 that can be utilized to reduce future taxable income. The net operating loss carry
forward will expire through 2023 if not utilized. Utilization of the net operating loss and tax credit carry forward may be subject
to substantial annual limitations due to the ownership change limitations provided by the Internal Revenue Code of 1986, as amended,
and similar state provisions. The annual limitation may result in the expiration of net operating loss and tax credit carry forwards
before utilization. The Company has provided a full valuation allowance on the deferred tax asset because of uncertainty regarding
realizability.
4. Stockholder’s Equity
Common Stock
The Company has 400,000,000 shares of Common
Stock authorized with a par value of $0.001 per share and 5,000,000 shares of Preferred Stock authorized, with a par value of $0.001
per share. As of April 30, 2017 and 2016 there were 20,368,703 and 368,703 common shares outstanding, respectively. No shares of
Preferred Stock are outstanding.
Common Stock Issued in Private Placements
During the year ended April 30, 2017 under
the terms of the SPA, the Company accepted subscription agreements from one investor and issued 20,000,000 shares of its common
stock on March 24, 2017 at a price of $0.0075 per share for gross proceeds totaling $150,000.
During the year ended April 30, 2017, the Company
did not accept any subscription agreements
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