UNITED STATES


SECURITIES AND EXCHANGE COMMISSION


Washington, D.C. 20549




FORM 10-K




ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF


THE SECURITIES EXCHANGE ACT OF 1934




For the fiscal year ended December 31, 2008




Commission file number: 0-53331




OMA ENTERPRISES CORP.


(Exact name of registrant as specified in its charter)




Nevada

98-0568270(State of incorporation)

(I.R.S. Employer Identification No.)




OMA Enterprises, Corp.1188 Howe StreetSuite 2605Vancouver, British ColumbiaCanada V6Z 2S8


__________________________


(Address of principal executive offices)




(778) 786 0258


(Registrant’s telephone number, including area code)




Securities registered pursuant to Section 12(b) of the Exchange Act:


None




Securities registered pursuant to Section 12(g) of the Exchange Act:


Common Stock, $0.0001 par value




Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.  Yes o      No x




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 o      No x




Check whether the issuer (1) filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act during the past 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 o     No x




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.  o




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




Large accelerated filer  o
Accelerated filer  oNon-accelerated filer  o
Smaller reporting company  x(Do not check if a smaller reporting company)







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




The aggregate market value of the voting stock held by non-affiliates of the registrant as of June 30, 2008 was not determinable since the Common Stock was not traded.




The number of shares of the issuer’s common stock issued and outstanding as of July 24, 2009 was 20,000,000 shares.




Documents Incorporated By Reference: None







TABLEOF CONTENTS




PagePART IItem 1
Business
1Item 1A
Risk Factors
2Item 1B
Unresolved Staff Comments
2Item 2
Properties
3Item 3
Legal Proceedings
3Item 4
Submission of Matters to a Vote of Security Holders
3PART IIItem 5
Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities
3Item 6
Selected Financial Data
4Item 7
Management’s Discussion and Analysis of Financial Condition and Results of Operation
4Item 7A
Quantitative and Qualitative Disclosures About Market Risk.
11Item 8
Financial Statements.
F-1Item 9
Changes in and Disagreements With Accountants on Accounting and Financial Disclosure
12Item 9A(T)
Controls and Procedures
12Item 9B
Other Information
13PART IIIItem 10
Directors, Executive Officers and Corporate Governance
14Item 11
Executive Compensation
15Item 12
Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters
16Item 13
Certain Relationships and Related Transactions, and Director Independence
16Item 14
Principal Accountant Fees and Services
17PART IVItem 15
Exhibits, Financial Statement Schedules
18SIGNATURES

19




Table of Contents


PART I





Item 1.
Business.




As used in this Annual Report on Form 10-K (this “Report”), references to the “Company,” the “Registrant,” “we,” “our” or “us” refer to OMA Enterprises, Corp., unless the context otherwise indicates.




Forward-Looking Statements




This Report contains forward-looking statements. For this purpose, any statements contained in this Report that are not statements of historical fact may be deemed to be forward-looking statements. Forward-looking information includes statements relating to future actions, prospective products, future performance or results of current or
anticipated products, sales and marketing efforts, costs and expenses, interest rates, outcome of contingencies, financial condition, results of operations, liquidity, business strategies, cost savings, objectives of management, and other matters. You can identify forward-looking statements by those that are not historical in nature, particularly those that use terminology such as “may,” “will,” “should,” “expects,” “anticipates,” “contemplates,”
“estimates,” “believes,” “plans,” “projected,” “predicts,” “potential,” or “continue” or the negative of these similar terms. The Private Securities Litigation Reform Act of 1995 provides a “safe harbor” for forward-looking information to encourage companies to provide prospective information about themselves without fear of litigation so long as that information is identified as forward-looking and is accompanied
by meaningful cautionary statements identifying important factors that could cause actual results to differ materially from those projected in the information.




These forward-looking statements are not guarantees of future performance and involve risks, uncertainties and assumptions that we cannot predict. In evaluating these forward-looking statements, you should consider various factors, including the following: (a) those risks and uncertainties related to general economic conditions, (b) whether
we are able to manage our planned growth efficiently and operate profitable operations, (c) whether we are able to generate sufficient revenues or obtain financing to sustain and grow our operations, (d) whether we are able to successfully fulfill our primary requirements for cash, which are explained below under “Liquidity and Capital Resources”. We assume no obligation to update forward-looking statements, except as otherwise required under the applicable federal securities laws.




Corporate Background




OMA Enterprises Corp. is a development stage company which was incorporated on February 6, 2008 in the state of Nevada. Since inception, the Company has been engaged in organizational efforts. The Registrant was organized as a vehicle to investigate and, if such investigation warrants, acquire a target company or business seeking the
perceived advantages of being a publicly held corporation. The Registrant’s principal business objective for the next 12 months and beyond such time will be to achieve long-term growth potential through a combination with a business rather than immediate, short-term earnings. The Registrant will not restrict its potential candidate target companies to any specific business, industry or geographical location and, thus, may acquire any type of business.




The address of our principal executive office is c/o Allon Messenberg, 1188 Howe Street, Suite 2605, Vancouver, British Columbia, Canada V6Z 2S8. Our telephone number is (778) 786-0258. We do not have a functioning website.




Business Overview




We are considered a blank check company. The SEC defines those companies as “any development stage company that is issuing a penny stock, within the meaning of Section 3 (a)(51) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and that has no specific business plan or purpose, or has indicated that
its business plan is to merge with an unidentified company or companies.” Under SEC Rule 12b-2 under the Securities Act of 1933, as amended (the “Securities Act”), we also qualify as a “shell company,” because we have no or nominal assets (other than cash) and no or nominal operations. Many states have enacted statutes, rules and regulations limiting the sale of securities of “blank check” companies in their respective jurisdictions. Management does not intend to undertake
any efforts to cause a market to develop in our securities, either debt or equity, until we have successfully concluded a business combination. We intend to comply with the periodic reporting requirements of the Exchange Act for so long as we are subject to those requirements.


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The Company’s current business plan is to attempt to identify and negotiate with a business target for the merger of that entity with and into the Company. In certain instances, a target company may wish to become a subsidiary of ours or may wish to contribute or sell assets to the Company rather than to merge. No assurances can be
given that we will be successful in identifying or negotiating with any target company, or, if we do enter into such a business combination, no assurances can be given as to the terms of a business combination, or as to the nature of the target company. We seek to provide a method for a foreign or domestic private company to become a reporting or public company whose securities are qualified for trading in the United States secondary markets.




Competition




The Company is an insignificant participant among firms which engage in business combinations with, or financing of, development stage enterprises. There are many established management and financial consulting companies and venture capital firms which have significantly greater financial and personnel resources, technical expertise and
experience than the Company. In view of the Company’s limited financial resources and management availability, the Company will continue to be at a significant competitive disadvantage vis-a-vis the Company’s competitors.




Regulation and Taxation




The Investment Company Act of 1940 defines an “investment company” as an issuer which is or holds itself out as being engaged primarily in the business of investing, reinvesting or trading of securities. While the Company does not intend to engage in such activities, the Company could become subject to regulation under the Investment
Company Act of 1940 in the event the Company obtains or continues to hold a minority interest in a number of development stage enterprises. The Company could be expected to incur significant registration and compliance costs if required to register under the Investment Company Act of 1940. Accordingly, management will continue to review the Company’s activities from time to time with a view toward reducing the likelihood the Company could be classified as an “investment company.”




The Company intends to structure a merger or acquisition in such manner as to minimize Federal and state tax consequences to the Company and to any target company.




Staffing




As of December 31, 2008, OMA has no permanent staff other than its sole officer and sole director. Our sole officer and sole director have the flexibility to work on OMA up to 10 to 25 hours per week and they are prepared to devote more time to our operations as may be required. Our sole officer and sole director are not being paid at present.




Employees and Employment Agreements




At present, we have no employees other than our sole officer and sole director, who have not been compensated. There are no employment agreements in existence. The company presently does not have, pension, health, annuity, insurance, stock options, profit sharing, or similar benefit plans; however, the company may adopt plans in the future.
There are presently no personal benefits available to the company’s sole director.





Item 1A.
Risk Factors.




A smaller reporting company, as defined in Item 10 of Regulation S-K, is not required to provide the information required by this item.





Item 1B.
Unresolved Staff Comments.




None


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Item 2.
Properties.





The company does not own any real estate or other properties. The company’s office is located at 1188 Howe Street, Suite 2605, Vancouver, British Columbia, Canada V6Z 2S8 and our telephone number is (778) 786-0258. Our business office is located at the home of our President, Allon Messenberg and such space is made available to us
at no charge. We believe that this space will be sufficient until we start generating revenues and need to hire employees.





Item 3.
Legal Proceedings.




There are no pending legal proceedings to which the Company is a party or in which any director, officer or affiliate of the Company, any owner of record or beneficially of more than 5% of any class of voting securities of the Company, or security holder is a party adverse to the Company or has a material interest adverse to the Company.
The Company’s property is not the subject of any pending legal proceedings.





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




During the period ending December 31, 2008, there has not been any matter which was submitted to a vote of the Company’s shareholders through the solicitation of proxies or otherwise.




PART II





Item 5.
Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities.




Market Information




Our common stock is not eligible to be traded on the Over-The-Counter Bulletin Board and there is no assurance that one will develop in the near future, if ever.  OMA will seek application to be listed on the over-the-counter bulletin board trading facility
("OTCBB") in the near future. The Company cannot assure that its shares will trade at or above the Company's net asset value.




Holders




As of July 24, 2009, there were 20,000,000 common shares issued and outstanding, which were held by 2 stockholders of record.




Dividends




We have never declared or paid any cash dividends on our common stock nor do we anticipate paying any in the foreseeable future. Furthermore, we expect to retain any future earnings to finance our operations and expansion. The payment of cash dividends in the future will be at the discretion of our Board of Directors and will depend upon
our earnings levels, capital requirements, any restrictive loan covenants and other factors the Board considers relevant.




Equity Compensation Plans




We do not have any equity compensation plans.




Recent Sales of Unregistered Securities; Use of Proceeds from Registered Securities




None




Purchases of Equity Securities by the Small Business Issuer and Affiliated Purchasers




We have not repurchased any shares of our common stock during the fiscal year ended December 31, 2008.




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Item 6.
Selected Financial Data.




A smaller reporting company, as defined in Item 10 of Regulation S-K, is not required to provide the information required by this item.





Item 7.
Management’s Discussion and Analysis of Financial Condition and Results of Operations.




Certain statements contained in this prospectus, including statements regarding the anticipated development and expansion of our business, our intent, belief or current expectations, primarily with respect to the future operating performance of OMA Enterprises Corp. All forward-looking statements speak only as of the date on which they
are made. We undertake no obligation to update such statements to reflect events that occur or circumstances that exist after the date on which they are made.




Plan of Operation - General




During the next 12 months, the Company intends to seek, investigate and, if such investigation warrants, acquire an interest in one or more business opportunities presented to it by persons or firms who or which desire to seek the perceived advantages of a publicly held corporation. At this time, the Company has no plan, proposal, agreement,
understanding or arrangement to acquire or merge with any specific business or company, and the Company has not identified any specific business or company for investigation and evaluation. No member of management has had any material discussions with any other company with respect to any acquisition of that company.




The Company will not restrict its search to any specific business, industry or geographical location, and the Company may participate in a business venture of virtually any kind or nature. The discussion of the proposed plan of operation under this caption and throughout this Annual Report is purposefully general and is not meant to be
restrictive of the Company’s virtually unlimited discretion to search for and enter into potential business opportunities.




The Company will have to obtain funds in one or more private placements to finance the operation of any acquired business. Persons purchasing securities in these placements and other shareholders will likely not have the opportunity to participate in the decision relating to any acquisition. The Company’s proposed business is sometimes
referred to as a “blind pool” because any investors will entrust their investment monies to the Company’s management before they have a chance to analyze any ultimate use to which their money may be put. Consequently, the Company’s potential success is heavily dependent on the Company’s management, which will have virtually unlimited discretion in searching for and entering into a business opportunity. Neither our sole officer nor our sole director has had any experience in the proposed
business of the Company. There can be no assurance that the Company will be able to raise any funds in private placements. In any private placement, management may purchase shares on the same terms as offered in the private placement.




Management anticipates that it will only participate in one potential business venture. This lack of diversification should be considered a substantial risk in investing in the Company because it will not permit the Company to offset potential losses from one venture against gains from another. The Company may seek a business opportunity
with a firm which only recently commenced operations, or a developing company in need of additional funds for expansion into new products or markets, or seeking to develop a new product or service, or an established business which may be experiencing financial or operating difficulties and is in the need for additional capital which is perceived to be easier to raise by a public company. In some instances, a business opportunity may involve the acquisition or merger with a corporation which does not need substantial
additional cash but which desires to establish a public trading market for its common stock. The Company may purchase assets and establish wholly owned subsidiaries in various businesses or purchase existing businesses as subsidiaries.




The Company anticipates that the selection of a business opportunity in which to participate will be complex and extremely risky. Because of general economic conditions, rapid technological advances being made in some industries, and shortages of available capital, management believes that there are numerous firms seeking the benefits of
a publicly traded corporation. Such perceived benefits of a publicly traded corporation may include facilitating or improving the terms on which additional equity


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financing may be sought, providing liquidity for the principals of a business, creating a means for providing incentive stock options or similar benefits to key employees, providing liquidity (subject to restrictions of applicable statutes) for all shareholders, and other factors. Potentially available business opportunities may occur in
many different industries and at various stages of development, all of which will make the task of comparative investigation and analysis of such business opportunities extremely difficult and complex.




As part of any transaction, the acquired company may require that management or other stockholders of the Company sell all or a portion of their shares to the acquired company, or to the principals of the acquired company. It is anticipated that the sales price of such shares will be lower than the current market price or anticipated market
price of the Company’s Common Stock. The Company’s funds are not expected to be used for purposes of any stock purchase from insiders. The Company shareholders will not be provided the opportunity to approve or consent to such sale. The opportunity to sell all or a portion of their shares in connection with an acquisition may influence management’s decision to enter into a specific transaction. However, management believes that since the anticipated sales price will be less than market value,
that the potential of a stock sale by management will be a material factor on their decision to enter a specific transaction.




The above description of potential sales of management stock is not based upon any corporate bylaw, shareholder or board resolution, or contract or agreement. No other payments of cash or property are expected to be received by management in connection with any acquisition.




The Company has not formulated any policy regarding the use of consultants or outside advisors, but does not anticipate that it will use the services of such persons.




The Company has, and will continue to have, insufficient capital with which to provide the owners of business opportunities with any significant cash or other assets. However, management believes the Company will offer owners of business opportunities the opportunity to acquire a controlling ownership interest in a public company at substantially
less cost than is required to conduct an initial public offering. The owners of the business opportunities will, however, incur significant post-merger or acquisition registration costs in the event they wish to register a portion of their shares for subsequent sale. The Company will also incur significant legal and accounting costs in connection with the acquisition of a business opportunity including the costs of preparing post-effective amendments, Forms 8-K, agreements and related reports and documents nevertheless,
the officers and sole director of the Company have not conducted market research and are not aware of statistical data which would support the perceived benefits of a merger or acquisition transaction for the owners of a business opportunity.




The Company does not intend to make any loans to any prospective merger or acquisition candidates or to unaffiliated third parties.




Sources of Opportunities




The Company anticipates that business opportunities for possible acquisition will be referred by various sources, including its sole officer and sole director, professional advisers, securities broker-dealers, venture capitalists, members of the financial community, and others who may present unsolicited proposals.




The Company will seek a potential business opportunity from all known sources, but will rely principally on personal contacts of its sole officer and sole director as well as indirect associations between them and other business and professional people. It is not presently anticipated that the Company will engage professional firms specializing
in business acquisitions or reorganizations.




The sole officer and sole director of the Company are currently employed in other positions and will devote only a portion of their time to the business affairs of the Company, until such time as an acquisition has been determined to be highly favorable. In addition, in the face of competing demands for their time, the sole officer and
sole director may grant priority to their full-time positions rather than to the Company.




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Evaluation of Opportunities




The analysis of new business opportunities will be undertaken by or under the supervision of the sole officer and sole director of the Company. Management intends to concentrate on identifying prospective business opportunities which may be brought to its attention through present associations with management. In analyzing prospective business
opportunities, management will consider such matters as the available technical, financial and managerial resources; working capital and other financial requirements; history of operation, if any; prospects for the future; present and expected competition; the quality and experience of management services which may be available and the depth of that management; the potential for further research, development or exploration; specific risk factors not now foreseeable but which then may be anticipated to impact
the proposed activities of the Company; the potential for growth or expansion; the potential for profit; the perceived public recognition or acceptance of products, services or trades; name identification; and other relevant factors. Our officer and director will meet personally with management and key personnel of the firm sponsoring the business opportunity as part of their investigation. To the extent possible, the Company intends to utilize written reports and personal investigation to evaluate the above
factors. The Company will not acquire or merge with any company for which audited financial statements cannot be obtained.




It may be anticipated that any opportunity in which the Company participates will present certain risks. Many of these risks cannot be adequately identified prior to selection of the specific opportunity, and the Company’s shareholders must, therefore, depend on the ability of management to identify and evaluate such risk. In the
case of some of the opportunities available to the Company, it may be anticipated that the promoters thereof have been unable to develop a going concern or that such business is in its development stage in that it has not generated significant revenues from its principal business activities prior to the Company’s anticipation. There is a risk, even after the Company’s participation in the activity and the related expenditure of the Company’s funds, that the combined enterprises will still be
unable to become a going concern or advance beyond the development stage. Many of the opportunities may involve new and untested products, processes, or market strategies which may not succeed. Such risks will be assumed by the Company and, therefore, its shareholders.




The Company will not restrict its search for any specific kind of business, but may acquire a venture which is in its preliminary or development stage, which is already in operation, or in essentially any stage of its corporate life. It is currently impossible to predict the status of any business in which the Company may become engaged,
in that such business may need additional capital, may merely desire to have its shares publicly traded, or may seek other perceived advantages which the Company may offer.




Acquisition of Opportunities




In implementing a structure for a particular business acquisition, the Company may become a party to a merger, consolidation, reorganization, joint venture, franchise or licensing agreement with another corporation or entity. It may also purchase stock or assets of an existing business. On the consummation of a transaction, it is possible
that the present management and shareholders of the Company will not be in control of the Company. In addition, a majority or all of the Company’s officers and sole director may, as part of the terms of the acquisition transaction, resign and be replaced by new officers and directors without a vote of the Company’s shareholders.




It is anticipated that any securities issued in any such reorganization would be issued in reliance on exemptions from registration under applicable Federal and state securities laws. In some circumstances, however, as a negotiated element of this transaction, the Company may agree to register such securities either at the time the transaction
is consummated, under certain conditions, or at specified time thereafter. The issuance of substantial additional securities and their potential sale into any trading market which may develop in the Company’s Common Stock may have a depressive effect on such market. While the actual terms of a transaction to which the Company may be a party cannot be predicted, it may be expected that the parties to the business transaction will find it desirable to avoid the creation of a taxable event and thereby structure
the acquisition in a so called “tax free” reorganization under Sections 368(a)(1) or 351 of the Internal Revenue Code of 1986, as amended (the “Code”). In order to obtain tax free treatment under the Code, it may be necessary for the owners of the acquired business to own 80% or more of the voting stock of the surviving entity. In such event, the shareholders of the Company,


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including investors in this offering, would retain less than 20% of the issued and outstanding shares of the surviving entity, which could result in significant dilution in the equity of such shareholders.




As part of the Company’s investigation, officers and directors of the Company will meet personally with management and key personnel, may visit and inspect material facilities, obtain independent analysis or verification of certain information provided, check references of management and key personnel, and take other reasonable investigative
measures, to the extent of the Company’s limited financial resources and management expertise.




The manner in which each company participates in an opportunity will depend on the nature of the opportunity, the respective needs and desires of the company and other parties, and the relative negotiating strength of the company and its management.




With respect to any mergers or acquisitions, negotiations with target company management will be expected to focus on the percentage of the Company which target company shareholders would acquire in exchange for their shareholdings in the target company. Depending upon, among other things, the target company’s assets and liabilities,
the Company’s shareholders will in all likelihood hold a lesser percentage ownership interest in the Company following any merger or acquisition. The percentage ownership may be subject to significant reduction in the event the Company acquires a target company with substantial assets. Any merger or acquisition effected by the Company can be expected to have a significant dilutive effect on the percentage of shares held by the Company’s shareholders.




The Company will not have sufficient funds (unless it is able to raise funds in a private placement) to undertake any significant development, marketing and manufacturing of any products which may be acquired.




Accordingly, following the acquisition of any such product, the Company will, in all likelihood, be required to either seek debt or equity financing or obtain funding from third parties, in exchange for which the Company would probably be required to give up a substantial portion of its interest in any acquired product. There is no assurance
that the Company will be able either to obtain additional financing or interest third parties in providing funding for the further development, marketing and manufacturing of any products acquired.




It is anticipated that the investigation of specific business opportunities and the negotiation, drafting and execution of relevant agreements, disclosure documents and other instruments will require substantial management time and attention and substantial costs for accountants, attorneys and others. If a decision is made not to participate
in a specific business opportunity the costs therefore incurred in the related investigation would not be recoverable.




Furthermore, even if an agreement is reached for the participation in a specific business opportunity, the failure to consummate that transaction may result in the loss of the Company of the related costs incurred.




Management believes that the Company may be able to benefit from the use of “leverage” in the acquisition of a business opportunity. Leveraging a transaction involves the acquisition of a business through incurring significant indebtedness for a large percentage of the purchase price for that business.




Through a leveraged transaction, the Company would be required to use less of its available funds for acquiring the business opportunity and, therefore, could commit those funds to the operations of the business opportunity, to acquisition of other business opportunities or to other activities. The borrowing involved in a leveraged transaction
will ordinarily be secured by the assets of the business opportunity to be acquired. If the business opportunity acquired is not able to generate sufficient revenues to make payments on the debt incurred by the Company to acquire that business opportunity, the lender would be able to exercise the remedies provided by law or by contract. These leveraging techniques, while reducing the amount of funds that the Company must commit to acquiring a business opportunity, may correspondingly increase the risk of loss
to the Company. No assurance can be given as to the terms or the availability of financing for any acquisition by the Company. No assurance can be given as to the terms or the availability of financing for any acquisition by the Company. During periods when interest rates are relatively high, the benefits of leveraging are not as great as during periods of lower interest rates because the investment in the business opportunity held on a leveraged basis will only be profitable if it generates


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sufficient revenues to cover the related debt and other costs of the financing. Lenders from which the Company may obtain funds for purposes of a leveraged buy-out may impose restrictions on the future borrowing, distribution, and operating policies of the Company. It is not possible at this time to predict the restrictions, if any, which
lenders may impose or the impact thereof on the Company.




Liquidity and Capital Resources




Our balance sheet as of December 31, 2008 reflects cash assets in the amount of $31. Cash and cash equivalents from inception to date have been sufficient to provide the operating capital necessary to operate to date. At December 31, 2008 the Company had a deficit accumulated during the development stage of $16,682. During the period from
February 6, 2008 (inception) to December 31, 2008, the Company used cash from operations of $13,682 and had a working capital deficit of $14,682.




The Company does not have sufficient capital to fund its expenses over the next twelve months (unless it is able to raise funds in a private placement). There can be no assurance that additional capital will be available to the Company. The Company currently has no agreements, arrangements or understandings with any person to obtain funds
through bank loans, lines of credit or any other sources. Since the Company has no such arrangements or plans currently in effect, its inability to raise funds for the above purposes will have a severe negative impact on its ability to remain a viable company.




Going Concern Consideration




The financial statements have been prepared in accordance with generally accepted accounting principles applicable to a going concern, which assumes the Company, will realize its assets and discharge its liabilities in the normal course of business. Realization values may be substantially different from carrying values as shown and the
balance sheet does not give effect to adjustments that would be necessary to the carrying values and classification of assets and liabilities should the Company be unable to continue as a going concern. At December 31, 2008 the Company has a deficit accumulated during the development stage of $16,682, used cash from operations of $13,682 since its inception, and has a working capital deficit of $14,682 as of December 31, 2008. The Company’s ability to continue as a going concern is dependent on the raising
of equity financing and finding suitable companies to invest in. However there is no assurance of additional funding being available. The accompanying financial statements do not include any adjustments that might arise as a result of this uncertainty.




Recently Issued Accounting Pronouncements




Below is a listing of the most recent accounting standards and their effect on the Company.




In April 2009, the FASB issued FSP No. FAS 157-4, “Determining Fair Value When the Volume and Level of Activity for the Asset or Liability Have Significantly Decreased and Identifying Transactions That Are Not Orderly” (“FSP FAS 157-4”). FSP FAS 157-4 provides guidance on estimating fair value when market activity
has decreased and on identifying transactions that are not orderly. Additionally, entities are required to disclose in interim and annual periods the inputs and valuation techniques used to measure fair value. This FSP is effective for interim and annual periods ending after June 15, 2009. The Company does not expect the adoption of FSP FAS 157-4 will have a material impact on its financial condition or results of operation.




In December 2008, the FASB issued FSP No. FAS 140-4 and FIN 46(R)-8, “Disclosures by Public Entities (Enterprises) about Transfers of Financial Assets and Interests in Variable Interest Entities.” This disclosure-only FSP improves the transparency of transfers of financial assets and an enterprise’s involvement with variable
interest entities, including qualifying special-purpose entities. This FSP is effective for the first reporting period (interim or annual) ending after December 15, 2008, with earlier application encouraged. The Company adopted this FSP effective January 1, 2009. The adoption of the FSP had no impact on the Company’s results of operations, financial condition or cash flows.




In December 2008, the FASB issued FSP No. FAS 132(R)-1, “Employers’ Disclosures about Postretirement Benefit Plan Assets” (“FSP FAS 132(R)-1”). FSP FAS 132(R)-1 requires additional fair value disclosures about employers’ pension and postretirement benefit plan assets consistent with guidance contained
in SFAS 157. Specifically, employers will be required to disclose information about


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how investment allocation decisions are made, the fair value of each major category of plan assets and information about the inputs and valuation techniques used to develop the fair value measurements of plan assets. This FSP is effective for fiscal years ending after December 15, 2009. The Company does not expect the adoption of FSP FAS
132(R)-1 will have a material impact on its financial condition or results of operation.




In October 2008, the FASB issued FSP No. FAS 157-3, “Determining the Fair Value of a Financial Asset When the Market for That Asset is Not Active,” (“FSP FAS 157-3”), which clarifies application of SFAS 157 in a market that is not active. FSP FAS 157-3 was effective upon issuance, including prior periods for which
financial statements have not been issued. The adoption of FSP FAS 157-3 had no impact on the Company’s results of operations, financial condition or cash flows.




In September 2008, the FASB issued exposure drafts that eliminate qualifying special purpose entities from the guidance of SFAS No. 140, “Accounting for Transfers and Servicing of Financial Assets and Extinguishments of Liabilities,” and FASB Interpretation 46 (revised December 2003), “Consolidation of Variable Interest
Entities – an interpretation of ARB No. 51,” as well as other modifications. While the proposed revised pronouncements have not been finalized and the proposals are subject to further public comment, the Company anticipates the changes will not have a significant impact on the Company’s financial statements. The changes would be effective March 1, 2010, on a prospective basis.




In June 2008, the FASB issued FASB Staff Position EITF 03-6-1, Determining Whether Instruments Granted in Share-Based Payment Transactions Are Participating Securities, (“FSP EITF 03-6-1”). FSP EITF 03-6-1 addresses whether instruments granted in share-based
payment transactions are participating securities prior to vesting, and therefore need to be included in the computation of earnings per share under the two-class method as described in FASB Statement of Financial Accounting Standards No. 128, “Earnings per Share.” FSP EITF 03-6-1 is effective for financial statements issued for fiscal years beginning on or after December 15, 2008 and earlier adoption is prohibited. We are not required to adopt FSP EITF 03-6-1; neither do we believe that FSP EITF
03-6-1 would have material effect on our consolidated financial positionand results of operations if adopted.




In May 2008, the Financial Accounting Standards Board (“FASB”) issued SFAS No. 163, “Accounting for Financial Guarantee Insurance Contracts-and interpretation of FASB Statement No. 60”. SFAS No. 163 clarifies how Statement 60 applies to financial guarantee insurance contracts, including the recognition and measurement
of premium revenue and claims liabilities. This statement also requires expanded disclosures about financial guarantee insurance contracts. SFAS No. 163 is effective for fiscal years beginning on or after December 15, 2008, and interim periods within those years. SFAS No. 163 has no effect on the Company’s financial position, statements of operations, or cash flows at this time.




In May 2008, the Financial Accounting Standards Board (“FASB”) issued SFAS No. 162, “The Hierarchy of Generally Accepted Accounting Principles”. SFAS No. 162 sets forth the level of authority to a given accounting pronouncement or document by category. Where there might be conflicting guidance between two categories,
the more authoritative category will prevail. SFAS No. 162 will become effective 60 days after the SEC approves the PCAOB’s amendments to AU Section 411 of the AICPA Professional Standards. SFAS No. 162 has no effect on the Company’s financial position, statements of operations, or cash flows at this time.




In March 2008, the Financial Accounting Standards Board, or FASB, issued SFAS No. 161, Disclosures about Derivative Instruments and Hedging Activities—an amendment of FASB Statement No. 133. This standard requires companies to provide enhanced disclosures about (a) how and why an entity uses derivative instruments, (b) how derivative
instruments and related hedged items are accounted for under Statement 133 and its related interpretations, and (c) how derivative instruments and related hedged items affect an entity’s financial position, financial performance, and cash flows. This Statement is effective for financial statements issued for fiscal years and interim periods beginning after November 15, 2008, with early application encouraged. The Company has not yet adopted the provisions of SFAS No. 161, but does not expect it to have
a material impact on its consolidated financial position, results of operations or cash flows.




In December 2007, the SEC issued Staff Accounting Bulletin (SAB) No. 110 regarding the use of a “simplified” method, as discussed in SAB No. 107 (SAB 107), in developing an estimate of expected


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 Table of Contents


term of “plain vanilla” share options in accordance with SFAS No. 123 (R), Share-Based Payment. In particular, the staff indicated in SAB 107 that it will accept a company’s election to use the simplified method, regardless of whether the company has sufficient information to make more refined estimates of expected term.
At the time SAB 107 was issued, the staff believed that more detailed external information about employee exercise behavior (e.g., employee exercise patterns by industry and/or other categories of companies) would, over time, become readily available to companies. Therefore, the staff stated in SAB 107 that it would not expect a company to use the simplified method for share option grants after December 31, 2007. The staff understands that such detailed information about employee exercise behavior may not be
widely available by December 31, 2007. Accordingly, the staff will continue to accept, under certain circumstances, the use of the simplified method beyond December 31, 2007. The Company currently uses the simplified method for “plain vanilla” share options and warrants, and will assess the impact of SAB 110 for fiscal year 2009. It is not believed that this will have an impact on the Company’s consolidated financial position, results of operations or cash flows.




In December 2007, the FASB issued SFAS No. 160, Non-controlling Interests in Consolidated Financial Statements—an amendment of ARB No. 51. This statement amends ARB 51 to establish accounting and reporting standards for the non-controlling interest in a subsidiary and for the deconsolidation of a subsidiary. It clarifies that a non-controlling
interest in a subsidiary is an ownership interest in the consolidated entity that should be reported as equity in the consolidated financial statements. Before this statement was issued, limited guidance existed for reporting non-controlling interests. As a result, considerable diversity in practice existed. So-called minority interests were reported in the consolidated statement of financial position as liabilities or in the mezzanine section between liabilities and equity. This statement improves comparability
by eliminating that diversity. This statement is effective for fiscal years, and interim periods within those fiscal years, beginning on or after December 15, 2008 (that is, January 1, 2009, for entities with calendar year-ends). Earlier adoption is prohibited. The effective date of this statement is the same as that of the related Statement 141 (revised 2007). The Company will adopt this Statement beginning March 1, 2009. It is not believed that this will have an impact on the Company’s consolidated financial
position, results of operations or cash flows.




In December 2007, the FASB, issued FAS No. 141 (revised 2007), Business Combinations’. This Statement replaces FASB Statement No. 141, Business Combinations, but retains the fundamental requirements in Statement 141. This Statement establishes principles and requirements for how the acquirer: (a) recognizes and measures in its financial
statements the identifiable assets acquired, the liabilities assumed, and any non-controlling interest in the acquiree; (b) recognizes and measures the goodwill acquired in the business combination or a gain from a bargain purchase; and (c) determines what information to disclose to enable users of the financial statements to evaluate the nature and financial effects of the business combination. This statement applies prospectively to business combinations for which the acquisition date is on or after the beginning
of the first annual reporting period beginning on or after December 15, 2008. An entity may not apply it before that date. The effective date of this statement is the same as that of the related FASB Statement No. 160, Non-controlling Interests in Consolidated Financial Statements. The Company will adopt this statement beginning March 1, 2009. It is not believed that this will have an impact on the Company’s consolidated financial position, results of operations or cash flows.




In February 2007, the FASB, issued SFAS No. 159, The Fair Value Option for Financial Assets and Liabilities—Including an Amendment of FASB Statement No. 115. This standard permits an entity to choose to measure many financial instruments and certain other items at fair value. This option is available to all entities. Most of the provisions
in FAS 159 are elective; however, an amendment to FAS 115 Accounting for Certain Investments in Debt and Equity Securities applies to all entities with available for sale or trading securities. Some requirements apply differently to entities that do not report net income. SFAS No. 159 is effective as of the beginning of an entity’s first fiscal year that begins after November 15, 2007. Early adoption is permitted as of the beginning of the previous fiscal year provided that the entity makes that choice
in the first 120 days of that fiscal year and also elects to apply the provisions of SFAS No. 157 Fair Value Measurements. The Company will adopt SFAS No. 159 beginning March 1, 2008 and is currently evaluating the potential impact the adoption of this pronouncement will have on its consolidated financial statements.




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 Table of Contents


Off-Balance Sheet Arrangements




We have no off-balance sheet arrangements.





Item 7A.
Quantitative and Qualitative Disclosures About Market Risk.




A smaller reporting company, as defined by Item 10 of Regulation S-K, is not required to provide the information required by this item.




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 Table of Contents









Item 8.
Financial Statements.




INDEPENDENT AUDITORS’ REPORT




To the Board of Directors


OMA Enterprises Corp


1188 Howe Street


Suite 2605


Vancouver BC


V6Z 2S8


Canada




We have audited the accompanying balance sheet of OMA Enterprises Corp. (a development stage company) as of December 31, 2008, and the related statement of operations, stockholder’s deficit and cash flows for the period from February 6, 2008 (date of inception) through December 31, 2008.  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 the standards of the Public Company Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statement is free of material misstatement. The Company is not required to have, nor were we engaged to perform,
an audit of its internal control over financial reporting. Accordingly we express no such opinion. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statement.  An audit also includes 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 opinion.




In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of OMA Enterprises Corp. for the period February 6, 2008 (date of inception) through December 31, 2008, in conformance with accounting principles generally accepted in the United States of America.




The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note 7 to the financial statements, the Company has a net accumulated deficit, which raises substantial doubt about its ability to continue as a going concern. Management’s plans regarding those matters
are also described in Note 7. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.




FRUMKIN, LUKIN & ZAIDMAN CPAs’, P.C.


Rockville Centre, New York


March 25, 2009





F-1
 Table of Contents




OMA ENTERPRISES CORP.


(A Development Stage Company)


FINANCIAL STATEMENTS


DECEMBER 31, 2008




TABLE OF CONTENTS




PAGEBALANCE SHEETAS OF DECEMBER 31, 2008

F-3STATEMENT OF OPERATIONSFOR THE PERIOD FEBRUARY 6, 2008 (Inception)THROUGH  DECEMBER 31, 2008

F-4STATEMENT OF STOCKHOLDERS' DEFICITFOR THE PERIOD FEBRUARY 6, 2008 (Inception)THROUGH  DECEMBER 31, 2008

F-5STATEMENT OF CASH FLOWSFOR THE PERIOD FEBRUARY 6, 2008 (Inception)THROUGH DECEMBER  31, 2008

F-6NOTES TO FINANCIAL STATEMENTS

F-7 - 10




F-2
 Table of Contents




OMAENTERPRISES CORP.


(A Development Stage Company)


BALANCE SHEET


DECEMBER 31, 2008




ASSETSCurrent  Assets:Cash and cash equivalents (Note 2)

$
31Total Current Assets


31TOTAL  ASSETS

$
31LIABILITIES AND STOCKHOLDERS' DEFICITCurrent Liabilities:Accounts payable and accrued expenses

$
3,000Shareholders' Loan (Note 3)


11,713Total  Liabilities


14,713Stockholders' Deficit:Preferred stock, $0.0001 par value, 5,000,000 shares authorized;none issued and outstandingCommon stock, $0.0001 par value, 500,000,000 sharesauthorized; 20,000,000 shares issued and outstanding as ofDecember 31, 2008


2,000Deficit accumluated during development stage


(16,682
)Total Stockholders' Deficit


(14,682
)TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT

$
31




The accompanying notes should be read in conjunction with the financial statements.


F-3
 Table of Contents




OMAENTERPRISES CORP.


(A Development Stage Company)


STATEMENT OF OPERATIONS


FOR THE PERIOD FEBRUARY 6, 2008 (Inception)THROUGH DECEMBER 31, 2008




Revenue

$
-Expenses:General and administrative expenses


16,682Total operating expenses


16,682Net (Loss)

$
(16,682
)Basic and diluted net loss per share

$
(0.00083
)Weighted average number of common shares outstanding


20,000,000




The accompanying notes should be read in conjunction with the financial statements.


F-4
 Table of Contents




OMAENTERPRISES CORP.


(A Development Stage Company)


STATEMENT OF STOCKHOLDERS' DEFICIT


FOR THE PERIOD FEBRUARY 6, 2008 (Inception)THROUGH DECEMBER 31, 2008




COMMON STOCKNUMBER OF SHARES


AMOUNT


ADDITIONAL PAID-IN CAPITAL


ACCUMULATED (DEFICIT) DURING DEVELOPMENT


STOCKHOLDERS'(DEFICIT)Balance at inception




$
-


$
-


$
-


$
-Issuance of common stock


20,000,000



2,000







-



2,000Net (loss)


-



-



-



(16,682
)


(16,682
)Balance at December 31, 2008


20,000,000


$
2,000


$
-


$
(16,682
)

$
(14,682
)




The accompanying notes should be read in conjunction with the financial statements.


F-5
 Table of Contents




OMAENTERPRISES CORP.


(A Development Stage Company)


STATEMENT OF CASH FLOWS


FOR THE PERIOD FEBRUARY 6, 2008 (Inception)THROUGH DECEMBER 31, 2008




CASH FLOWS FROM OPERATING ACTIVITIES:Net loss

$
(16,682
)Adjustments to reconcile net (loss) to net cash used inoperating activities:Increase in accounts payable and accrued expenses


3,000Net cash used in operating activities


(13,682
)CASH FLOWS FROM FINANCING ACTIVITIES:Proceeds from issuance of common stock


2,000Proceeds from loan from shareholders


11,713Net Cash Provided by Financing Activities


13,713Net increase in cash and cash equivalents


31Cash and cash equivalents at beginning of period


-CASH AND CASH EQUIVALENTS AT END OF PERIOD

$
31




The accompanying notes should be read in conjunction with the financial statements.


F-6
 Table of Contents




OMAENTERPRISES CORP.


(A Development Stage Company)


NOTES TO FINANCIAL STATEMENTS


FOR THE PERIOD FEBRUARY 6, 2008 (Inception) THROUGH DECEMBER 31, 2008




1 – ORGANIZATION AND BUSINESS




OMA Enterprises Corp (the “Company”), a development stage company, was incorporated in the State of Nevada on February 6, 2008 and elected to have its fiscal year end on December 31. The Company was formed for the purpose of raising capital, act as a holding company and invest in technology companies primarily in Israel. The
Company also plans to engage in any other business activities permitted by law, as designated by the board of directors of the Company.




The Company is still in the development stage as defined in Financial Accounting Standards Board Statement (FASB) No. 7. All activities of the Company to date relate to its organization, initial funding and share issuance.




2 – SIGNIFICANT ACCOUNTING POLICIES




Use of Accounting Estimates– The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of certain assets
and liabilities and disclosures. Accordingly, the actual amounts could differ from those estimates. Any adjustments applied to estimate amounts are recognized in the year in which such adjustments are determined.




Income taxes– Future income taxes are recorded using the asset and liability method whereby future tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement
carrying amounts of existing assets and liabilities and their respective tax bases. Future tax assets and liabilities are measured using enacted or substantively enacted tax rates expected to apply when the asset is realized or the liability settled. The effect of future tax assets and liabilities of a change in tax rate is recognized in income in the period that substantive enactment or enactment occurs. To the extent that the company does not consider it to be more likely than not that a future tax asset will
be recovered, it provides a valuation allowance against the net future losses. The Company’s net operating loss carry forward is approximately $16,682 which may be used to reduce future taxable income. The net operating loss carry forward will expire in 2028 if not used prior to that time.




Cash and Cash Equivalents– For the purpose of the statement of cash flows, the Company considers all short-term debt securities purchased with maturity of three months or less to be cash equivalents.




Advertising Costs – The Company expenses advertising costs as incurred. The Company has not incurred advertising costs for the period February 6, 2008 through December 31, 2008.


F-7
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OMA ENTERPRISES CORP.


(A Development Stage Company)


NOTES TO FINANCIAL STATEMENTS


FOR THE PERIOD FEBRUARY 6, 2008 (Inception) THROUGH


DECEMBER 31, 2008




2 – SIGNIFICANT ACCOUNTING POLICIES CONT’D




Loss per common share – Basic loss per share is calculated using the weighted average number of common shares during each reporting period. Diluted loss per share includes potentially dilutive securities such as outstanding options
and warrants, using various methods such as the treasury stock or modified treasury stock method in the determination of dilutive shares outstanding during each reporting period. The Company does not have any potentially dilutive instruments for this reporting period.




Fair value of Financial Instruments– The carrying value of accrued expenses approximates fair value due to the short period of time to maturity.




Recent Accounting Pronouncements- In September 2006, the Financial Accounting Standard Board issued SFAS No. 157 “Fair Value Measurement” that provides enhanced guidance for using fair value to measure assets and liabilities.
The standard applies whenever other standards require (or permit) assets or liabilities to be measured at fair value. The standard does not expand the use of fair value in any new circumstances.




This Statement is effective for financial statements issued for fiscal years beginning after November 15, 2007, and interim periods within those fiscal years. Earlier application is encouraged, provided that the reporting entity has not yet issued financial
statements for that fiscal year, including financial statements for an interim period within that fiscal year. Currently this pronouncement has no effect on the financial statements.




In July 2006, the Financial Accounting Standard Board (FASB) issued FASB Interpretation No. 48, Accounting for Uncertainty in Income Taxes - an interpretation of FASB Statement No. 109 (Fin 48) which provides clarification related to the process associated with accounting for uncertain tax provisions recognized in consolidated financial
statements. FIN 48 prescribes a more-likely-than-not threshold for financial statement recognition and measurement of a tax position taken, or expected to be taken, in a tax return. FIN 48 also provides guidance related to, among other things, classification, accounting for interest and penalties associated with tax positions, and disclosure requirements. Currently this pronouncement has no effect on the financial statements.




In February 2007, the Financial Accounting Standards Board (FASB) issued Statement of Financial Accounting Standards (SFAS) No 159, The Fair Value Option for Financial Assets and Liabilities (SFAS No. 159). SFAS No. 159 provides the option to report certain financial assets and liabilities at fair value, with the intent to mitigate volatility
in financial reporting that can occur when related assets and liabilities are recorded on different bases. The Company does not expect SFAS No. 159 to have a material impact on the financial statements.


F-8
 Table of Contents






OMA ENTERPRISES CORP.


(A Development Stage Company)


NOTES TO FINANCIAL STATEMENTS


FOR THE PERIOD FEBRUARY 6, 2008 (Inception) THROUGH


DECEMBER 31, 2008




3 – RELATED PARTY TRANSACTIONS




As of December 31, 2008 an amount totaling $11,713 was due to the shareholders for monies advanced to the Company. This is due on demand and bears no interest.




4 – COMMON AND PREFERRED STOCK




The Company is authorized to issue 5,000,000 shares of $0.0001 par value preferred shares.  There were no shares issued and outstanding.




The Company is authorized to issue 50,000,000 shares of $0.0001 par value common shares. There were 20,000,000 shares issued and outstanding at December 31, 2008.




5 – CONCENTRATION OF RISK




The Company maintains cash in deposit accounts in federally insured banks. At times, the balance in the accounts may be in excess of federally insured limits.




6 – COMMITMENTS AND CONTINGENCIES




Certain conditions may exist as of the date the financial statements are issued, which may result in a loss to the Company but which will only be resolved when one or more future events occur or fail to occur. The Company’s management and its legal counsel assess such contingent liabilities, and such assessment inherently involves
an exercise of judgment. In assessing loss contingencies related to legal proceedings that are pending against the Company or unasserted claims that may result in such proceedings, the  Company’s legal counsel evaluates the perceived merits of any legal proceedings or unasserted claims as well as the perceived merits of the amount of relief sought or expected to be sought therein. If the assessment of a contingency indicates that it is probable that a material loss has been incurred and the amount
of the liability can be estimated, the estimated liability would be accrued in the Company’s financial statements. If the assessment indicates that a potentially material loss contingency is not probable but is reasonably possible, or is probable but cannot be estimated, then the nature of the contingent liability, together with an estimate of the range of possible loss if determinable and material, would be disclosed.




Loss contingencies considered remote are generally not disclosed unless they involve guarantees, in which case the guarantees would be disclosed.




Facility Leases


The Company does not lease or own any property.




Employment Agreements


The Company does not have any employment agreements in place.




F-9
 Table of Contents




OMA ENTERPRISES CORP.


(A Development Stage Company)


NOTES TO FINANCIAL STATEMENTS


FOR THE PERIOD FEBRUARY 6, 2008 (Inception) THROUGH


DECEMBER 31, 2008




7 – GOING CONCERN




The financial statements have been prepared in accordance with generally accepted accounting principles applicable to a going concern, which assumes the Company, will realize its assets and discharge its liabilities in the normal course of business. Realization values may be substantially different from carrying values as shown and the
balance sheet does not give effect to adjustments that would be necessary to the carrying values and classification of assets and liabilities should the Company be unable to continue as a going concern. At December 31, 2008 the Company has a deficit accumulated during the development stage of $16,682, used cash from operations of $13,682 since its inception, and has a working capital deficit of $14,682 as of December 31, 2008. The Company’s ability to continue as a going concern is dependent on the raising
of equity financing and finding suitable companies to invest in. However there is no assurance of additional funding being available. The accompanying financial statements do not include any adjustments that might arise as a result of this uncertainty.






F-10
 Table of Contents







Item 9.
Changes in and Disagreements With Accountants on Accounting and Financial Disclosure.




None.





Item 9A(T).
Controls and Procedures.




Management’s annual report on internal control over financial reporting




Our 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:




•
Pertain to the maintenance of records that in reasonable detail accurately and fairly reflect the transactions and dispositions of the assets of the company;




•
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




•
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.




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.




As of December 31, 2008 management assessed the effectiveness of our internal control over financial reporting based on the criteria for effective internal control over financial reporting established in Internal Control—Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (“COSO”)
and SEC guidance on conducting such assessments. Based on that evaluation, they concluded that, during the period covered by this report, such internal controls and procedures were not effective to detect the inappropriate application of US GAAP rules as more fully described below. This was due to deficiencies that existed in the design or operation of our internal controls over financial reporting that adversely affected our internal controls and that may be considered to be material weaknesses. The matters
involving internal controls and procedures that our management considered to be material weaknesses under the standards of the Public Company Accounting Oversight Board were: (1) lack of a functioning audit committee due to a lack of a majority of independent members and a lack of a majority of outside directors on our board of directors, resulting in ineffective oversight in the establishment and monitoring of required internal controls and procedures; (2) inadequate segregation of duties consistent with control
objectives; and (3) ineffective controls over period end financial disclosure and reporting processes. The aforementioned material weaknesses were identified by our Principal Executive Officer in connection with the review of our financial statements as of December 31, 2008.


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Management believes that the material weaknesses set forth in items (2) and (3) above did not have an effect on our financial results. However, management believes that the lack of an audit committee and the lack of a majority of outside directors on our board of directors results in ineffective oversight in the establishment and monitoring
of required internal controls and procedures, which could result in a material misstatement in our financial statements in future periods.




Management’s Remediation Initiatives




In an effort to remediate the identified material weaknesses and other deficiencies and enhance our internal controls, we have initiated, or plan to initiate, the following series of measures:




We will create a position to segregate duties consistent with control objectives and will increase our personnel resources and technical accounting expertise within the accounting function when funds are available to us. And, we plan to appoint one or more outside directors to our board of directors who shall be appointed to an audit committee
resulting in a fully functioning audit committee who will undertake the oversight in the establishment and monitoring of required internal controls and procedures such as reviewing and approving estimates and assumptions made by management when funds are available to us.




Management believes that the appointment of one or more outside directors, who shall be appointed to a fully functioning audit committee, will remedy the lack of a functioning audit committee and a lack of a majority of outside directors on our Board.




We anticipate that these initiatives will be at least partially, if not fully, implemented by December 31, 2009. Additionally, we plan to test our updated controls and remediate our deficiencies by December 31, 2009.




Attestation report of the registered public accounting firm




This annual report does not include an attestation report of the Company’s registered public accounting firm regarding internal control over financial reporting. Management’s report was not subject to attestation by the Company’s registered public accounting firm pursuant to temporary rules of the Securities and Exchange
Commission that permit the company to provide only management’s report in this annual report.




Changes in internal controls over financial reporting




There was no change in our internal controls over financial reporting that occurred during the period covered by this report, which has materially affected, or is reasonably likely to materially affect, our internal controls over financial reporting.





Item 9B.
Other Information.




None.




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 Table of Contents


PART III





Item 10.
Directors, Executive Officers and Corporate Governance.




Directors and Executive Officers




The following table sets forth certain information regarding the members of our board of directors and our executive officers:




Name

Age

Positions and Offices HeldAllon Messenberg
1188 Howe Street, Suite 2605
Vancouver, BC, Canada V6Z 2S8

32

President, Chief Executive Officer, Secretary, Treasurer,
Principal Executive Officer,
Principal Financial Officer
Principal Accounting OfficerYechiel Oirechman
2118 West 14thAvenue
Vancouver, BC, Canada V6K 2V7

33

Director




Allon Messenberg has been our President, Chief Executive Officer, Treasurer and Secretary since we were established. Mr. Messenberg is a Mechanical Engineer who received his B.Sc. in mechanical engineering, in July of 2002, from the
Tel Aviv University in Israel. Mr. Messenberg began working as an airframe design engineer for the Israel Aerospace Industries (IAI), in September of 2002, where he worked on several large scale projects, including commercial business jets and military unmanned aerial vehicles. Mr. Messenberg moved to Canada in February of 2005 and began working as a research assistant at the University of British Columbia’s Injury Biomechanics Laboratory. Mr. Messenberg is also a candidate for an M.A.Sc. degree in mechanical
engineering from the University of British Columbia in Canada.




Yechiel Oirechmanhas been our sole director since our inception. Rabbi Oirechman is an accomplished businessman with expertise in the stock market, real estate and construction in Israel.  Before moving to Canada, in July
of 2004, Rabbi Oirechman served as a business consultant for several Israeli companies and was involved in real estate development in Israel. Rabbi Oirechman founded The Pacific Hebrew Culture Society in December of 2004 where he serves as a Rabbi. Rabbi Oirechman is also involved in various technology startups in the fields of advanced security solutions and the internet and has been bringing Israeli Technologies to North America the past few years with offices in New York.  Rabbi Oirechman is one
of the founders of ICMC Bank and an executive partner in Streamline Commercial, which has arranged financing for private and corporate bodies of over $250 Million in just the past two years.




There are no familial relationships among any of our sole director or sole officer.  Neither our sole director nor our sole officer is a director in any other U.S. reporting companies.  Neither our sole director nor our sole officer has been affiliated with any company that has filed for bankruptcy within the last
five years.  The Company is not aware of any proceedings to which our Company’s sole officer or sole director, or any associate of any such officer or director, is a party adverse to the Company or any of the Company’s subsidiaries or has a material interest adverse to it or any of its subsidiaries.




Each director of the Company serves for a term of one year or until the successor is elected at the Company's annual shareholders' meeting and is qualified, subject to removal by the Company's shareholders.  Each officer serves, at the pleasure of the board of directors, for a term of one year and until the successor is elected
at the annual meeting of the board of directors and is qualified.




Section 16(a) Beneficial Ownership Reporting Compliance




Section 16(a) of the Securities Exchange Act of 1934 requires officers and directors of the Company and persons who own more than ten percent of a registered class of the Company’s equity securities to file


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 Table of Contents


reports of ownership and changes in their ownership with the Securities and Exchange Commission, and forward copies of such filings to the Company. We believe, based solely on our review of the copies of such forms, that during the fiscal year ended December 31, 2008, all reporting persons complied with all applicable Section 16(a) filing
requirements.




Auditors




Frumkin, Lukin & Zaidman, CPAs’, P.C., an independent registered public accounting firm, is our auditor.




We do not currently have a Code of Ethics applicable to our principal executive, financial and accounting officers. We do not have a “financial expert” on the board or an audit committee or nominating committee.




Potential Conflicts of Interest




Since we do not have an audit or compensation committee comprised of independent directors, the functions that would have been performed by such committees are performed by our directors. The Board of Directors has not established an audit committee and does not have an audit committee financial expert, nor has the Board established a nominating
committee. The Board is of the opinion that such committees are not necessary since the Company has only one director, and to date, such director has been performing the functions of such committees. Thus, there is a potential conflict of interest in that our sole director and officer has the authority to determine issues concerning management compensation, nominations, and audit issues that may affect management decisions. We are not aware of any other conflicts of interest with any of our sole executive officer
or sole director.




Involvement in Certain Legal Proceedings




There are no legal proceedings that have occurred within the past five years concerning our sole director, or control persons which involved a criminal conviction, a criminal proceeding, an administrative or civil proceeding limiting one’s participation in the securities or banking industries, or a finding of securities or commodities
law violations.





Item 11.
Executive Compensation.




Summary Compensation




Since our incorporation on February 6, 2008, we have not paid any compensation to our sole officer or sole director in consideration for services rendered to our Company in their capacity as such. We have no employment agreements with either our sole director or or sole executive officer. We have no pension, health, annuity, bonus, insurance,
stock options, profit sharing or similar benefit plans.




Since our incorporation on February 6, 2008, no stock options or stock appreciation rights were granted to either our sole director or sole executive officer. We have no equity incentive plans.




Outstanding Equity Awards




Neither our sole director nor sole executive officer holds any unexercised options, stock that had not vested, or equity incentive plan awards.




Compensation of Directors




Since our incorporation on February 6, 2008, no compensation has been paid to our sole director in consideration for his services rendered in his capacity as director.


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Item 12.
Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters.




The following table lists, as of July 24, 2009, the number of shares of common stock of our Company that are beneficially owned by (i) each person or entity known to our Company to be the beneficial owner of more than 5% of the outstanding common stock; (ii) each officer and director of our Company; and (iii) all officers and directors
as a group. Information relating to beneficial ownership of common stock by our principal shareholders and management is based upon information furnished by each person using “beneficial ownership” concepts under the rules of the Securities and Exchange Commission. Under these rules, a person is deemed to be a beneficial owner of a security if that person has or shares voting power, which includes the power to vote or direct the voting of the security, or investment power, which includes the power
to vote or direct the voting of the security. The person is also deemed to be a beneficial owner of any security of which that person has a right to acquire beneficial ownership within 60 days. Under the Securities and Exchange Commission rules, more than one person may be deemed to be a beneficial owner of the same securities, and a person may be deemed to be a beneficial owner of securities as to which he or she may not have any pecuniary beneficial interest. Except as noted below, each person has sole voting
and investment power.




The percentages below are calculated based on 20,000,000 shares of our common stock issued and outstanding as of July 24, 2009. We do not have any outstanding options, warrants or other securities exercisable for or convertible into shares of our common stock. Unless otherwise indicated, the address of each person listed is c/o OMA Enterprises
Corp. 1188 Howe Street, Suite 2605, Vancouver, BC, Canada V6Z 2S8.




Name of Beneficial Owner

Number of Shares
of Common StockBeneficially Owned

Percent of
Common Stock
Beneficially OwnedAllon Messenberg

10,000,000

50%Yechiel Oirechman

10,000,000

50%(All directors and executive officers as a group (two) persons)

20,000,000

100%





Item 13.
Certain Relationships and Related Transactions, and Director Independence.




On February 6, 2008, by action taken by our board of directors, we issued 10,000,000 shares of our common stock to Allon Messenberg, our President, Chief Executive Officer, Treasurer and Secretary.  The shares were issued in consideration for the payment of $1,000.  This transaction was conducted in reliance upon
an exemption from registration provided under Section 4(2) of the Securities Act of 1933, as amended.  Mr. Messenberg was our President, Chief Executive Officer, Treasurer and Secretary and had access to all of the information which would be required to be included in a registration statement, and the transaction did not involve a public offering.




On February 6, 2008, by action taken by our board of directors, we issued 10,000,000 shares of our common stock to Yechiel Oirechman, our sole director.  The shares were issued in consideration for the payment of $1,000.  This transaction was conducted in reliance upon an exemption from registration provided under
Section 4(2) of the Securities Act of 1933, as amended.  Mr. Oirechman was a director of the Company at the time of the transaction and had access to all of the information which would be required to be included in a registration statement, and the transaction did not involve a public offering.




Director Independence




We are not subject to listing requirements of any national securities exchange or national securities association and, as a result, we are not at this time required to have our board comprised of a majority of “independent directors.” We do not believe that any of our directors currently meet the definition of “independent”
as promulgated by the rules and regulations of the American Stock Exchange.




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Item 14.
Principal Accounting Fees and Services.


Our principal independent accountant is Frumkin, Lukin & Zaidman CPAs’, P.C. Their pre-approved fees billed to the Company are set forth below:




Fiscal Year Ended
December 31, 2008Audit Fees

$6,000Audit Related Fees

$0Tax Fees

$0All Other Fees

$0




As of December 31, 2008, the Company did not have a formal documented pre-approval policy for the fees of the principal accountant. The Company does not have an audit committee. The percentage of hours expended on the principal accountant’s engagement to audit our financial statements for the most recent fiscal year that were attributed
to work performed by persons other than the principal accountant’s full-time, permanent employees was 0%.




PART IV





Item 15.
Exhibits, Financial Statement Schedules.




Exhibit

Description3.1

Certificate of Incorporation of Registrant (filed as Exhibit 3.1 to Registration Statement, filed with the Securities and Exchange Commission on July 18, 2008, file no. 000-53331)3.2

By-Laws of Registrant (filed as Exhibit 3.2 to Registration Statement, filed with the Securities and Exchange Commission on July 18, 2008, file no. 000-53331)23.1

Consent of Consent of Frumkin, Lukin & Zaidman CPAs’, P.C. (filed herewith).31.1

Certification of Principal Executive Officer and Principal Financial Officer pursuant to Section 302(a) of the Sarbanes-Oxley Act of 2002 (filed herewith).32.1

Certification of Principal Executive Officer and Principal Financial Officer pursuant to Section 906 of the Sarbanes-Oxley (filed herewith).




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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.




Date:  July 24, 2009




OMA ENTERPRISES, CORP.By:
/s/Allon MessenbergName: Allon MessenbergTitle: President and Chief Executive  Officer, Treasurer and Secretary
(Principal Executive, Financial and Accounting Officer)




In accordance with the Exchange Act, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.




Date:  July 24, 2009




OMA ENTERPRISES, CORP.By:
/s/ Allon MessenbergName: Allon MessenbergTitle: President and Chief Executive  Officer, Treasurer and Secretary
(Principal Executive, Financial and Accounting Officer)




By:
/s/ Yechiel OirechmanName: Yechiel OirechmanTitle: Director