UNITED STATES OF AMERICA

Before the

SECURITIES AND EXCHANGE COMMISSION

SECURITIES EXCHANGE ACT OF 1934

Release No. 98192 / August 22, 2023

ACCOUNTING AND AUDITING ENFORCEMENT

Release No. 4446 / August 22, 2023

ADMINISTRATIVE PROCEEDING

File No. 3-21574

In the Matter of

OMNIA WELLNESS INC., 

Respondent.

ORDER INSTITUTING CEASE-ANDDESIST PROCEEDINGS PURSUANT TO 

SECTION 21C OF THE SECURITIES 

EXCHANGE ACT OF 1934, MAKING 

FINDINGS, AND IMPOSING A CEASEAND-DESIST ORDER

I.

The Securities and Exchange Commission (“Commission”) deems it appropriate that ceaseand-desist proceedings be, and hereby are, instituted pursuant to Section 21C of the Securities 

Exchange Act of 1934 (“Exchange Act”), against Omnia Wellness Inc. (“Omnia” or 

“Respondent”).

II.

In anticipation of the institution of these proceedings, Respondent has submitted an Offer 

of Settlement (the “Offer”) which the Commission has determined to accept. Solely for the 

purpose of these proceedings and any other proceedings brought by or on behalf of the 

Commission, or to which the Commission is a party, and without admitting or denying the findings 

herein, except as to the Commission’s jurisdiction over it and the subject matter of these 

proceedings, which are admitted, Respondent consents to the entry of this Order Instituting Ceaseand-Desist Proceedings Pursuant to Section 21C of the Securities Exchange Act of 1934, Making 

Findings, and Imposing a Cease-and-Desist Order (“Order”), as set forth below.
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III.

On the basis of this Order and Respondent’s Offer, the Commission finds1that: 

Summary

1. These proceedings arise out of the violation of Exchange Act Rule 12b-25, which 

requires that issuers of a security registered pursuant to Section 12 of the Exchange Act that fail to 

file timely a periodic report shall file a Form 12b-25 “Notification of Late Filing,” commonly 

known as “Form NT,” which contains, among other things, reasonable detail as to why the issuer’s 

periodic report could not be filed on time and an explanation of any anticipated, significant changes 

in the issuer’s results of operations.

2. In November 2021, Omnia violated Rule 12b-25 by filing a Form 12b-25 with the 

Commission in which Omnia failed to disclose why, in sufficient detail under the circumstances 

presented, its period ended September 30, 2021 Form 10-Q could not be timely filed. Omnia’s 

Form 12b-25 also failed to acknowledge anticipated, significant changes in Omnia’s results of

operations for the quarter, compared with Omnia’s operating results in the period ended September 

30, 2020, and to provide an explanation of the changes. Fourteen days after filing its Form 12b-25, 

Omnia filed a Form 8-K disclosing to investors and the market that the company’s financial 

statements for the period ended June 30, 2021 could no longer be relied upon and would be 

restated. Omnia, however, had failed to include in its Form 12b-25 any disclosure that the 

discovery, and ongoing correction, of errors in its prior Forms 10-Q were among the principal 

reasons that it was unable to file timely the subject Form 10-Q for the period ended September 30, 

2021. Ultimately, Omnia also failed to file the aforementioned Form 8-K within the required 

period under Exchange Act Rule 13a-11.

Respondent

3. Omnia, a Nevada corporation based in Buffalo, New York, is engaged in the 

business of “on demand” massage memberships featuring its patented technology. At all relevant 

times, Omnia common stock has been registered under Section 12(g) of the Exchange Act and is 

quoted on the OTC Pink Market under the symbol OMWS.

Legal Framework and Facts

4. Section 13(a) of the Exchange Act and Rules 13a-1 and 13a-13 thereunder require 

issuers with a security registered pursuant to Section 12 of the Exchange Act to file with the 

Commission annual reports on Form 10-K and quarterly reports on Form 10-Q.

 

1 The findings herein are made pursuant to Respondent's Offer of Settlement and are not binding on any 

other person or entity in this or any other proceeding.
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5. Rule 12b-25 provides that if an issuer fails to file a Form 10-K or 10-Q within the 

time period prescribed for such report, the issuer, no later than one business day after the due date 

for such report, shall file a Form 12b-25 with the Commission, disclosing the issuer’s inability 

to file the report timely and the reasons therefore in reasonable detail.2 Form 12b-25 requires the 

issuer to affirm, among other things, that the subject periodic report will be filed within fifteen 

calendar days, for a Form 10-K, or within five calendar days, for a Form 10-Q, of the report’s 

prescribed due date. Form 12b-25 also requires the issuer to confirm whether or not it anticipates 

that any significant change in results of operations from the corresponding period for the prior 

fiscal year will be reflected by the earnings statements to be included in the subject periodic report. 

If such change is anticipated, the issuer must attach a narrative and quantitative explanation of the 

anticipated change and, if appropriate, state the reasons why a reasonable estimate of the results 

cannot be made. 

6. Section 13(a) and Rule 13a-11 of the Exchange Act require issuers with a security 

registered pursuant to Section 12 of the Exchange Act to file or furnish, as applicable, current 

reports with the Commission on Form 8-K. Issuers are required to file a Form 8-K within four 

business days after the occurrence of certain events specified in the Form 8-K. Item 4.02 of Form 

8-K specifies that if an issuer concludes, or is advised by its auditor, that any previously issued 

financial statements required to have been provided should no longer be relied upon, the issuer 

shall disclose the event and certain enumerated information on a Form 8-K. 

7. On November 15, 2021, Omnia filed with the Commission a Form 12b-25 

disclosing that Omnia could not file timely its Form 10-Q for the period ended September 30, 

2021, because management was “unable, without unreasonable effort or expense, to timely 

compile all information for the disclosures required to be included in its Quarterly Report on Form 

10-Q for the fiscal Quarter ended September 30, 2021.” 

8. Furthermore, in its Form 12b-25, Omnia affirmed that it did not anticipate that any 

significant change in results of operations from the corresponding period for the prior fiscal year 

would be reflected in the subject Form 10-Q. 

9. On November 29, 2021, Omnia filed with the Commission a Form 8-K disclosing 

that, “[d]uring the preparation of its financial statements for the fiscal quarter ended September 30, 

2021, the Company determined on November 17, 2021 that the Company’s previously issued 

financial statements for the fiscal quarter ended June 30, 2021 included in its Quarterly Report for 

the Fiscal Quarter ended June 30, 2021 (the ‘“Form 10-Q’”) should no longer be relied upon” 

because Omnia had incorrectly accounted for, in those financial statements, research and 

development expenses. Omnia failed to file its Form 8-K within the required four business day 

period. 

 

2 Form 12b-25 specifies a “narrative” disclosure in “reasonable detail why” Form 10-Q or 10-K “could not 

be filed within the prescribed time period.” (See Form 12b-25, Part III.)
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10. Prior to November 15, 2021, Omnia understood that its inability to meet the filing 

deadline for the period ended September 30, 2021 Form 10-Q was due, in large part, to the 

discovery, and ongoing correction, of errors in its period ended June 30, 2021 Form 10-Q. 

Moreover, the company was aware that its period ended September 30, 2021 financial results, 

when reported, would differ significantly from its period ended September 30, 2020 financial 

results, including a 22% decrease in quarterly revenue. In its Form 12b-25, however, Omnia failed 

to disclose any of this information, much less provide the detailed narratives and quantitative 

explanation specifically called for by the form. 

Violations

11. As a result of the conduct described above, Omnia violated Section 13(a) of the 

Exchange Act and Rules 12b-25 and 13a-11 thereunder.

IV.

In view of the foregoing, the Commission deems it appropriate to impose the sanctions 

agreed to in Respondent Omnia’s Offer.

Accordingly, it is hereby ORDERED that:

A. Pursuant to Section 21C of the Exchange Act, Respondent Omnia cease and desist 

from committing or causing any violations and any future violations of Section 13(a) of the 

Exchange Act and Rules 12b-25 and 13a-11 thereunder.

B. Respondent shall pay a civil money penalty in the amount of $60,000 to the 

Securities and Exchange Commission for transfer to the general fund of the United States 

Treasury, subject to Exchange Act Section 21F(g)(3). Payment shall be made in the following five 

installments: (1) $15,000 within 14 days of entry of this order; (2) $11,250 within 90 days of entry 

of this order; (3) $11,250 within 180 days of this order; (4) $11,250 within 270 days of entry of 

this order; and (5) $11,250 within 360 days of this order. Payments shall be applied first to post 

order interest, which accrues pursuant to 31 U.S.C. 3717. Prior to making the final payment set 

forth herein, Respondent shall contact the staff of the Commission for the amount due. If 

Respondent fails to make any payment by the date agreed and/or in the amount agreed according to 

the schedule set forth above, all outstanding payments under this Order, including post-order 

interest, minus any payments made, shall become due and payable immediately at the discretion of 

the staff of the Commission without further application to the Commission.

Payment must be made in one of the following ways: 

(1) Respondent may transmit payment electronically to the Commission, which 

will provide detailed ACH transfer/Fedwire instructions upon request; 

(2) Respondent may make direct payment from a bank account via Pay.gov 

through the SEC website at http://www.sec.gov/about/offices/ofm.htm; or 
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(3) Respondent may pay by certified check, bank cashier’s check, or United 

States postal money order, made payable to the Securities and Exchange 

Commission and hand-delivered or mailed to: 

Enterprise Services Center

Accounts Receivable Branch

HQ Bldg., Room 181, AMZ-341

6500 South MacArthur Boulevard

Oklahoma City, OK 73169

Payments by check or money order must be accompanied by a cover letter identifying 

Omnia as a Respondent in these proceedings, and the file number of these proceedings; a copy of 

the cover letter and check or money order must be sent to D. Mark Cave, Associate Director, 

Division of Enforcement, Securities and Exchange Commission, 100 F St., NE, Washington, DC 

20549. 

C. Amounts ordered to be paid as civil money penalties pursuant to this Order shall be 

treated as penalties paid to the government for all purposes, including all tax purposes. To 

preserve the deterrent effect of the civil penalty, Respondent agrees that in any Related Investor 

Action, it shall not argue that it is entitled to, nor shall it benefit by, offset or reduction of any 

award of compensatory damages by the amount of any part of Respondent’s payment of a civil 

penalty in this action (“Penalty Offset”). If the court in any Related Investor Action grants such a 

Penalty Offset, Respondent agrees that it shall, within 30 days after entry of a final order granting 

the Penalty Offset, notify the Commission's counsel in this action and pay the amount of the 

Penalty Offset to the Securities and Exchange Commission. Such a payment shall not be deemed 

an additional civil penalty and shall not be deemed to change the amount of the civil penalty 

imposed in this proceeding. For purposes of this paragraph, a “Related Investor Action” means a 

private damages action brought against Respondent by or on behalf of one or more investors based 

on substantially the same facts as alleged in the Order instituted by the Commission in this 

proceeding.

By the Commission.

Vanessa A. Countryman

Secretary