`
UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

**Form 10-KSB**

 

[X]  Annual Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
 
For the Fiscal Year Ended December 31, 2007
 
[   ]  Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
 
For the Transition Period from __________ to
 
Commission File Number 000-52137
  
**OMEGA UNITED, INC.**

(Name of small business issuer in its charter)
 
**Nevada**

**27-0005846**

(State or other jurisdiction of incorporation or 

organization)

(I.R.S. employer identification number)
  
**733 W.  Montgomery**

**Spokane, WA**

**99205**

(Address of principal executive offices)

(Zip code)
  
Issuer’s telephone number: (509) 993-3211
 
Securities Registered Pursuant to Section 12(b) of the Act:	
 
Title of each class

Name of each exchange on which registered

None

None
        
Securities Registered Pursuant to Section 12(g) of the Act:
 
None

(Title of class)
  
(Title of class)

 

 

 

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.  [X] Yes [   ] No

 

Check if there is no disclosure of delinquent filers in response to Item 405 of Regulation S-K is not contained in this form, and no disclosure will 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.  [ X ]

 

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act)

Yes [X]   No [  ]

 

Indicate by check mark whether the registrant is an accelerated filer (as defined in Rule 12b-2 of the Act). [   ]

 

The issuer's revenue for its most recent fiscal year was $0.

 

The Company’s common stock is listed on the Pink Sheets under the stock ticker symbol “OMGU”.  The aggregate market value of the voting and non-voting common equity held by non-affiliates computed by reference to the most recent price at which the common equity was sold: $39,000 as of December 31, 2007.

 

The number of shares outstanding of each of the issuer's classes of common equity, as of December 31, 2007 was 6,880,500.

 

**DOCUMENTS INCORPORATED BY REFERENCE**

 

If the following documents are incorporated by reference, briefly describe them and identify the part of the Form 10-KSB (e.g., Part I, Part II, etc.) into which the document is incorporated: (1) any annual report to security holders; (2) any proxy or information statement; and (3) any prospectus filed pursuant to Rule 424(b) or (c) of the Securities Act of 1933 ("Securities Act").  The listed documents should be clearly described for identification purposes (e.g., annual report to security holders for fiscal year ended December 24, 1990).

 

None. 

 

Transitional Small Business Disclosure Format (Check one): Yes [   ] No [X]

 

PART I

3

     ITEM 1.  DESCRIPTION OF BUSINESS

3

     ITEM 2.  DESCRIPTION OF PROPERTY

6

     ITEM 3.  LEGAL PROCEEDINGS

6

     ITEM 4.  SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

6

     ITEM 5.  MARKET FOR REGISTRANT’S COMMON EQUITY AND RELATED STOCKHOLDER MATTERS

MARKET INFORMATION FOR COMMON STOCK

7

     ITEM 7.  FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

10

     ITEM 8.  CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS

23

     ITEM 8A.  CONTROLS AND PROCEDURES

23

     ITEM 8B.  OTHER INFORMATION

23

PART III

23

     ITEM 9.  DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS; COMPLIANCE

WITH SECTION 16(A) OF THE EXCHANGE ACT

23

     ITEM 10.  EXECUTIVE COMPENSATION

25

     ITEM 11.  SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

25

     ITEM 12.  CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

26

     ITEM 13.  EXHIBITS

26

     ITEM 14.  PRINCIPAL ACCOUNTANT FEES AND SERVICES

27

SIGNATURES

28

 

 

-2-

 

**FORWARD LOOKING STATEMENTS**

 

This Annual Report contains forward-looking statements about our business, financial condition and prospects that reflect our management’s assumptions and beliefs based on information currently available.  We can give no assurance that the expectations indicated by such forward-looking statements will be realized.  If any of our assumptions should prove incorrect, or if any of the risks and uncertainties underlying such expectations should materialize, OMGU’s actual results may differ materially from those indicated by the forward-looking statements.

 

The key factors that are not within our control and that may have a direct bearing on operating results include, but are not limited to, acceptance of our services, our ability to expand its customer base, managements’ ability to raise capital in the future, the retention of key employees and changes in the regulation of our industry.

 

There may be other risks and circumstances that management may be unable to predict.  When used in this Report, words such as,  *"believes,"*  *"expects," "intends,"*  *"plans,"*  *"anticipates,"*  *"estimates"*and similar expressions are intended to identify and qualify forward-looking statements, although there may be certain forward-looking statements not accompanied by such expressions.

 

**PART I**

** **

**ITEM 1.  DESCRIPTION OF BUSINESS**

 

**Business Development and Summary**

 

We were incorporated in the State of Nevada on June 3, 1998.  We are focused on executing our business of being an online entertainment booking service.  We currently list 39 artists on our website, www.omegaeventplanning.com.  Each event booked through our website is subject to a commission of 10% of the booked price, payable by the vendor upon completion of the service.  Any arrangements with vendors we enter into may be terminated upon notice and there are no stipulations or provisions granting us ownership rights to any property, either intellectual or real, created, purchased or otherwise owned by the entertainers.  We have no right to act as an agent for any of the entertainers listed on our website, and resultantly, we cannot enter into any contracts or make payments on behalf of the entertainers.  To date, no bookings have been made through our system, and thus, we have not generated any commissions.  

 

Our administrative office is located at 733 W. Montgomery, Spokane, Washington 99205, telephone (509) 993-3211.

 

OMGU's fiscal year end is December 31.

 

**Business of Issuer**

 

Principal Services

 

We are an online entertainment booking service.  Prior to the advent of the Internet, there were essentially only two ways for the average person to locate entertainment services: 1) word of mouth and 2) the phone book.  As the Internet gained popularity, more and more people went online in search of this information; however, this information tended to be fragmented.  To address this problem, we created an online booking system that will serve to organize the fragmented marketplace of musicians and entertainers.  Our operations are currently focused in the State of Washington.  

 

Omega United acts as a liaison between live entertainment and the people who hire them.  In the event a performer desires listing in our service, we will enter into a non-exclusive vendor agreement.  Our vendor agreements are perpetual in term, but may be terminated by either party with 30 days written notice.  There are no provisions in our vendor agreements granting us ownership rights to any property, either intellectual or real, created, purchased or otherwise owned by the entertainers.  The vendor agreements do not give us the right to act as an agent for entertainers, and resultantly we cannot enter into any contracts or make payments on behalf of the entertainers.  

 

 

-3-

 

We collect a commission fee each time we broker a transaction between a provider and buyer of entertainment services.  Commissions are fixed at 10% of the price of the services provided.  We will collect our fee from the seller upon the completion of the services contracted for.  We currently have 39 bands and musicians listed on our site; however, no bookings have been made through our system, to date, and thus, we have not generated any commissions.

 

Distribution Methods of the Products

 

We have established a web site at www.omegaeventplanning.com.  This site is the base of our operations, the principal method through which we market, sell and disseminate our services.  Substantially all of our revenues are expected to be realized from our on-line operations.  We intend to identify artists and entertainers through Internet searches, personal recommendations and attending performances.  Our ultimate goal is to utilize the reach of the Internet to target entertainers and consumers across the United States.  

 

Industry background and competition

 

Most of our competitors are significantly larger and have substantially greater financial, technical, marketing and other resources, as well as significantly greater name recognition and more traffic to their web sites.  In addition, many of our competitors have well-established relationships with entertainers in a broader geographical area.  It is possible that new competitors or alliances among competitors will emerge in the future.  Our expected competitors may be able to secure relationships with entertainers on more favorable terms and adopt more aggressive pricing policies than we may be able to do.  There can be no assurance that we will be able to compete successfully against present or future competitors or that competitive pressures will not force us to cease our operations.

 

Omega United, Inc.’s largest competitor is GigMasters. – a leading music booking agent and music promotion, entertainment and talent agency.  Their website, http://www.gigmasters.com/, reaches customers and clients in North America  and Canada.  Other competitors are:  JL Entertainment, who provides bookings for more well-known performers;  Tapley Entertainment, which provides professional and talented artists �vailable for bookings at corporate events, trade shows, parties, conferences, or other special events; and Mark Sonder Productions, offering headline music/entertainment/speaker listings to fit any budget.  

 

Our competitors have longer operating histories, longer client relationships and greater financial, management, sales, marketing and other resources.  Competition depends to a large extent on clients’ perception of the quality and effectiveness of our services and those of our competitors.  To the extent we lose clients to our competitors because of dissatisfaction our customer service, or if our reputation is adversely impacted for any other reason, our future ability to attract customers will be reduced.

 

Employees

Omega United, Inc. presently has no employees.  Instead, we presently rely on the efforts of our President and executive officer, Mrs. Shelley Clark.  We believe that our operations are currently on a small scale that is manageable by this individual on a part-time basis.  

 

**Reports to Security Holders**

 

(1)

Omega United, Inc. will furnish shareholders with annual financial reports certified by Omega United’s independent accountants.

(2)

Omega United, Inc. has become a reporting issuer with the Securities and Exchange Commission.  Omega United files annual reports on Form 10-KSB, quarterly reports on Form 10-QSB, current reports on Form 8-K and amendments to these reports filed or furnished pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended as required to maintain the fully reporting status.

(3)

You may read and copy any materials Omega United, Inc. will file with the SEC at the SEC’s Public Reference Room at 100 F Street, NE, Washington, D.C. 20002.  You may obtain information on the operation of the Public Reference Room by calling the SEC at 1-800-SEC-0330.  The SEC also maintains an Internet site that contains reports, proxy and information statements, and other information regarding issuers that file electronically with the SEC.  The address of that site (http://www.sec.gov).

 

-4-

 

**Risk Factors**

 

Limited Operating History

 

Omega was formed on June 3, 1998.  We have little, if any, operating history on which you may be able to evaluate our business and prospects.  Our prospectus must be considered in light of the risks, uncertainties, expenses and difficulties frequently encountered by companies in their early stages of development.  We cannot guarantee that we will be successful in accomplishing our objective.

 

Competition

 

Most of our competitors are significantly larger and have substantially greater financial, technical, marketing and other resources, as well as significantly greater name recognition and more traffic to their web sites.  In addition, many of our competitors have well-established relationships with entertainers in a broader geographical area.  It is possible that new competitors or alliances among competitors will emerge in the future.  Our expected competitors may be able to secure relationships with entertainers on more favorable terms and adopt more aggressive pricing policies.  There can be no assurance that we will be able to compete successfully against present or future competitors or that competitive pressures will not force us to cease our operations.

 

Seasonality

 

We expect to experience seasonal fluctuations in our revenues.  These seasonal patterns will cause quarterly fluctuations in our operating results.  In particular, we expect that the fourth quarter will account for a large percentage of our total annual sales as compared with the remainder of the year.  In the future, our seasonal sales patterns may become more pronounced, may strain our activities and may cause a shortfall in revenues as compared to expenses in a given period.

 

Web Site Capacity Constraints

 

A key element of our strategy is to generate a high volume of traffic to, and use of, our web site.  Accordingly, the satisfactory performance, reliability and availability of our web site, transaction-processing systems and network infrastructure will be critical to our reputation and ability to attract and retain customers and maintain adequate customer service levels.  Our revenue depends upon the number of visitors to our web site and the volume of transactions effected through it.  Any system interruptions that result in the unavailability of  our web site would reduce the attractiveness of our product offerings.  Any substantial increase in the volume of traffic on our web site or the number of orders placed by customers will require that we expand and upgrade our technology, transaction-processing systems and network infrastructure.  We may not be able to accurately project the rate or timing of increases, if any, in the use of our web site or timely expand and upgrade its technology, transaction-processing systems and network infrastructure.  

 

Secure Transmittal of Confidential Information

 

A significant barrier to online commerce and communications is the secure transmission of confidential information over public networks.  We intend to rely upon encryption and authentication technology licensed from third parties to effect the secure transmission of confidential information, such as customer credit card numbers. Advances in computer capabilities, new discoveries in the field of cryptography or other events may result in a compromise or breach of the systems that we use to protect customer transaction data. A party who is able to circumvent such security measures may misappropriate proprietary information or customers' personal data such as credit card numbers, and could interrupt our operations. We may be required to expend significant capital and other resources to protect against such security breaches or to alleviate problems caused by these breaches. In addition, security breaches may damage our reputation.

 

 

-5-

 

Control by Principal Stockholders, Officers and Directors

 

Our directors and executive officers and their affiliates beneficially own 97.74% of the outstanding common stock.  As a result of such ownership, investors will have no control over matters requiring approval by our security holders, including the election of directors.  Such concentrated control may also make it difficult for investors to receive a premium for their shares of our common stock in the event we enter into transactions which require stockholder approval.  In addition, certain provisions of Nevada law could have the effect of making it more difficult or more expensive for a third party to acquire, or of discouraging a third party from attempting to acquire, control of us.  For example, Nevada law provides that not less than two-thirds vote of the stockholders is required to remove a director, which could make it more difficult for a third party to gain control of our Board of Directors.  This concentration of ownership limits the power to exercise control by the minority shareholders.

 

Conflicts Of Interest

 

Our operations depend substantially on the skills and experience of our officers and directors: Shelley Clark and Kendall Clark.  Each of these individuals is currently involved in other business activities and may, in the future, engage in further business opportunities.  If a specific business opportunity becomes available, such individuals may face a conflict in selecting between Omega United and other business interests.  We have not formulated a policy for the resolution of such conflicts.  Without employment contracts, we may lose these individuals to other pursuits without  sufficient warning and, consequently, go out of business.

 

**ITEM 2.  DESCRIPTION OF PROPERTY**

 

We use office space at 733 W. Montgomery, Spokane, WA 99205.  Mr. and Mrs. Clark, our directors and officers, are providing the office space at no charge to us.  We believe that this arrangement is suitable given that our current operations are primarily administrative.

 

**ITEM 3.  LEGAL PROCEEDINGS**

 

No Director, officer, significant employee, or consultant of Omega United, Inc. has been convicted in a criminal proceeding, exclusive of traffic violations.

 

No Director, officer, significant employee, or consultant of Omega United, Inc. has been permanently or temporarily enjoined, barred, suspended, or otherwise limited from involvement in any type of business, securities or banking activities.

 

No Director, officer, significant employee, or consultant of Omega United, Inc. has been convicted of violating a federal or state securities or commodities law.

 

Omega United, Inc. is not a party to any pending legal proceedings.

 

No director, officer, significant employee or consultant of Omega United, Inc. has had any bankruptcy petition filed by or against any business of which such person was a general partner or executive officer either at the time of the bankruptcy or within two years prior to that time.

 

**ITEM 4.  SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS**

 

There were no votes of the security holders held.

 

 

-6-

 

**ITEM 5.  MARKET FOR REGISTRANT’S COMMON EQUITY AND RELATED STOCKHOLDER MATTERS MARKET INFORMATION FOR COMMON STOCK**

 

**Market information**

 

Effective June 21, 2006, we have been approved for listing on the OTCBB under the symbol "OMGU".  As of December 31, 2007, no public market in Omega United, Inc.'s common stock has yet developed and there can be no assurance that a meaningful trading market will subsequently develop.  Omega United, Inc. makes no representation about the value of its common stock.

 

**Shares Available Under Rule 144**

 

As of the date of this report;

 

1.

There are no outstanding options or warrants to purchase, or other instruments convertible into, common equity of Omega United, Inc.;

2.

There is no stock that Omega United, Inc. has agreed  to  register  for  sale; and

3.

There is no stock that has been proposed to be publicly offered resulting in dilution to current shareholders.

 

In  general, under  Rule  144  as  amended,  a  person  who  has beneficially  owned and held "restricted" securities for at least one year,  including  "affiliates,"  may  sell  publicly  without registration  under  the  Securities Act,  within  any  three-month period,  assuming compliance with other provisions of the  Rule,  a number  of shares that do not exceed the greater of (i) one percent of  the  common stock then outstanding or, (ii) the average  weekly trading  volume in the common stock during the four calendar  weeks preceding  such sale. A person who is not deemed an "affiliate" of our Company and who has beneficially owned shares for at least two years would be entitled to unlimited resales of such restricted securities under Rule 144 without regard to the volume and other limitations described above.

 

**Holders**

 

As of December 31, 2007, Omega United, Inc. has 6,880,500 shares of $0.001 par value common stock issued and outstanding held by 25 shareholders of record.  Omega United, Inc.'s Transfer Agent is:  Holladay  Stock Transfer, Inc., 2939 N. 67th Place, Suite C, Scottsdale, AZ 85251, and phone: (480) 481-3940, fax: (480) 481-3941.

 

**Dividends**

 

Omega United, Inc. has never declared or paid any cash dividends on its common stock. For the foreseeable future, Omega United, Inc. intends to  retain  any  earnings  to finance the development and expansion of its business,  and it  does  not anticipate paying any cash dividends  on  its common  stock.  Any future determination to  pay  dividends will  be  at  the discretion of the Board of Directors  and will  be dependent upon then existing conditions, including Omega United, Inc.'s financial condition and the  results  of operations, capital requirements, contractual restrictions, business  prospects, and other factors that  the  Board  of Directors considers relevant.

 

**Securities Authorized for Issuance Under Equity Compensation Plans**

 

The following table provides the following information as of December 31, 2007, for equity compensation plans previously approved by security holders, as well as those not previously approved by security holders:

 

1.

The number of securities to be issued upon the exercise of outstanding options, warrants and rights (column (a));

2.

The weighted-average exercise price of the outstanding options, warrants and rights (column (b)); and

3.

Other than securities to be issued upon the exercise of the outstanding options, warrants and rights, the number of securities remaining available for future issuance under the plan (column (c)).

 

 

-7-

 

**Plan Category**

**Number of**

**Securities to be**

** issued upon**

**exercise of**

**outstanding**

**options, warrants**

**and rights**

**Weighted average**

**exercise price of**

**outstanding**

**options, warrants**

**and rights**

**Number of**

**Securities**

** remaining**

**available for**

**future issuance**
 
(a)

(b)

(c)

Equity compensation plans approved by security holders

-

-

-
    
Equity compensation plans not approved by security holders

-

-

-
    
Total

-

-

-

 

**Recent Sales of Unregistered Securities**

 

**Sales conducted under an exemption from registration provided under Section 4(2).**

 

In June 1998, we issued 4,200,000 shares of our common stock to Shelley Clark, our current President and director for services rendered valued at $4,200.

 

In June 2003, we sold 120,500 shares of our common stock to a third-party for cash in the amount of $1,205 for services render.  

 

In February 2004, we issued 1,000,000 shares of our common stock to Kendall Clark, our Secretary-Treasurer and director, in exchange for cash of $10,000.

 

We believe that the transactions delineated above are exempt from the registration provisions of Section 5 of the Securities Act as such exemption is provided under Section 4(2) because:

 

1.

None of these issuances involved underwriters, underwriting discounts or commissions;

2.

Restrictive legends are placed on all certificates issued;

3.

The distribution did not involve general solicitation or advertising; and

4.

The distributions were made only to insiders, accredited investors or investors who were sophisticated enough to evaluate the risks of the investment.  All sophisticated investors were given access to all information about our business and the opportunity to ask questions and receive answers about our business from our management prior to making any investment decision.

 

**ITEM 6.  MANAGEMENT’S DISCUSSION AND PLAN OF OPERATIONS.**

 

**Management’s Discussion**

 

Forward-Looking Statements

 

The statements contained in all parts of this document that are not historical facts are, or may be deemed to  be, "forward-looking statements" within the meaning of  Section 27A of  the Securities Act of 1933 and Section 21E of  the Securities  Exchange  Act  of  1934.  Such  forward-looking statements include, but are not limited to, those  relating to the following: the Company's ability to secure necessary financing;  plans for opening one or more restaurant units (including the scope, timing, impact and effects  thereof); expected growth; future operating expenses; future margins; fluctuations in interest rates; ability to continue to grow and  implement growth, and regarding  future  growth,  cash needs, operations, business plans and financial results and any other statements that are not historical facts.

 

 

-8-

 

When  used  in this document, the words "anticipate," "estimate,"  "expect,"  "may,"  "plans,"  "project,"   and similar expressions are intended to be among the statements that  identify  forward-looking statements.  OMGU’s results may differ significantly from the results discussed in   the   forward-looking   statements.   Such statements involve risks and uncertainties, including, but not limited to, those relating to costs, delays and difficulties related to the Company’s dependence on  its ability  to attract and retain skilled managers  and  other personnel;  the  intense competition within the  restaurant industry;  the  uncertainty of  the  Company's  ability  to manage  and continue its growth and implement its business strategy; its vulnerability to general economic conditions; accuracy  of accounting and other estimates; the Company's future  financial  and operating results,  cash  needs  and demand  for  its  services; and the  Company's  ability  to maintain and comply with permits and licenses; as  well  as other  risk factors described in this Annual Report. Should one or more of these risks or uncertainties materialize, or should underlying assumptions prove incorrect, actual outcomes may vary materially from those projected.

 

Management’s Discussion and Analysis

 

We are an online entertainment booking service.  We currently list 39 artists on our website, which is located at www.omegaeventplanning.com.  We have listed the entertainers in our booking system and have provided the vendors the ability to publish content on our website.  No events for any of the entertainers have been reserved through Omega United.  Resultantly, we have not generated any revenues.

 

Total expenses for the year ended December 31, 2007 were $13,261, consisting solely of general and administrative expenses.  For the year ended December 31, 2006, we incurred total operating expenses of $17,932, consisting solely of general and administrative expenses.  The decrease in expenses can be attributed to decreased expenses related to the pursuit of our stated business objective of being an online entertainment booking service.  We cannot guarantee that our level of expenditures will not deviate materially and cannot predict the effects of any such deviation.  Total expenses since our inception in June 3, 1998 were $44,093, all of which is attributable to general and administrative expenses.  

 

As a result of our lack of revenues and continued expenditures in pursuit of our business, we incurred net losses since our inception.  For the years ended December 31, 2007 and 2006, our aggregate loss was $13,261 and $17,932, respectively.  From the date of our inception to December 31, 2007, we had an accumulated deficit of $44,093.  We expect to incur ongoing losses for the next 12 months of operations unless we are able to increase our revenue generating ability significantly.

 

We expect to have negative cash flows for the fiscal year 2008, as we have a limited ability to realize cash flows from sales.  In addition, if our costs of operations increase unexpectedly, we may need to raise additional capital by issuing equity or debt securities in exchange for cash.  As of December 31, 2007, we had $9,061 in cash on hand, which we believe may not be sufficient to continue our operations for the next at least twelve months.  We expect we may need to raise additional capital by issuing capital stock in exchange for cash in order to continue as a going concern.  There are no formal or informal agreements to attain such financing.  We can not assure you that any financing can be obtained or, if obtained, that it will be on reasonable terms.  Without realization of additional capital, it would be unlikely for us to continue as a going concern.

 

Our independent auditors have expressed substantial doubt about our ability to continue as a going concern in the independent auditors’ report to the financial statements included in this registration statement.  If our business fails, our investors may face a complete loss of their investment.

 

Our officers and directors do not expect to incur research and development costs.

 

We do not have any off-balance sheet arrangements.

 

We currently do not own any significant plant or equipment that we would seek to sell in the near future.  

 

We do not anticipate the need to hire additional full- or part- time employees over the next 12 months, as the services provided by our officers and directors appear sufficient at this time.  We believe that our operations are currently on a small scale that is manageable by these individuals.  

 

 

-9-

 

We have not paid for expenses on behalf of any of our directors.  Additionally, we believe that this fact shall not materially change.

 

**ITEM 7.  FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA**

 

The following documents (pages F-1 to F-14) form part of the report on the Financial Statements

 
 
PAGE
  
Independent Auditors’ Report

F-2

Balance Sheets

F-3

Statements of Operations	

F-4

Statements of Stockholders’ Equity

F-5

Statements of Cash Flows

F-6

Footnotes

F-7

 

 

 

 

 

 

 

 

 

 

 

 

 

 

-10-

 

 

**Omega United, Inc.**

**(A Development Stage Company)**

 

**Table of Contents**

 

Table of contents

1
  
Report of Independent Registered Public Accounting Firm

2
  
Balance Sheets

3
  
Statements of Operations

4
  
Statements of Stockholders’ Equity (Deficit)

5
  
Statements of Cash Flows

6
  
Notes to Financial Statements

7 - 12

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

F-1

-11-

 

**Gruber & Company, LLC**

 

**Report of Independent Registered Public Accounting Firm**

 

To The Board of Directors and Stockholder of

Omega United, Inc.

 

We have audited the accompanying balance sheets of Omega United, Inc.  (a Development Stage Company) as of December 31, 2007 and 2006, and the related statements of operations, stockholder’s equity and cash flows for the each of the years then ended.  These financial statements are the responsibility of the Company’s management.  Our responsibility is to express an opinion on these financial statements based on our audits.

 

We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. The Company is not required to have, nor were we engaged to perform an audit of the Company's internal control over its financial reporting. Our audits included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company's internal control over financial reporting. Accordingly, we express no such opinion. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, as well as  evaluating the overall financial statement presentation.  We believe that our audits provide a reasonable basis for our opinion.

 

In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of Omega United, Inc.  as of December 31, 2007 and 2006, and the results of its operations and cash flows for each of the years then ended, in conformity 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 described in Notes 2 to the financial statements conditions exist which raise substantial doubt about the Company’s ability to continue as a going concern unless it is able to generate sufficient cash flows to meet its obligations and sustain its operations.  Those conditions raise substantial doubt about its ability to continue as a going concern.  Management’s plans regarding those matters are also described in Note 2.  The financial statements do not include any adjustments that might result from the outcome of this uncertainty.

 

 

Gruber & Company, LLC

Lake Saint Louis, Missouri

January 30, 2008

 

 

Member:  American Institute of Certified Public Accountants

Registered:  Public Company Accounting Oversight Board  (PCAOB)

 

F-2

-12-

 

**Omega United, Inc.**

**(a Development Stage Company)**

**Balance Sheets**

 

 
 
**December 31,**
 
**2007**

**2006**
   
**ASSETS**
     
CURRENT ASSETS
  
Cash and cash equivalents

$9,061

$21,765
   
TOTAL CURRENT ASSETS

9,061

21,765
   
PROPERTY AND EQUIPMENT, net of accumulated depreciation of
  
$1,760 for 2007 and $1,203 for 2006

752

1, 309
   
TOTAL ASSETS

$9,813

$23,074
   
**LIABILITIES AND STOCKHOLDERS’ EQUITY**
     
LIABILITIES
     
COMMITMENTS AND CONTINGENCIES

-

-
   
COMMITMENTS AND CONTINGENCIES

-

-
   
STOCKHOLDERS’ EQUITY
  
Common stock, $0.001 par value; 25,000,000 shares	
  
authorized; 6,880,500 shares issued and outstanding
  
at 2007 and 2006 respectively

6,881

6,881

Additional paid-in capital

47,025

47,025

Deficit accumulated during development stage

(44,093)

(30,832)
   
TOTAL STOCKHOLDERS’ EQUITY

9,813

23,074
   
TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY

$9,813

$23,074

 

 

 

The accompanying notes are an integral part of these financial statements.

 

 

 

 

F-3

-13-

 

**Omega United, Inc.**

**(a Development Stage Company)**

**Statements of Operations**

 

 
  
**Cumulative from**
 
**For the years ended**

**June 3, 1998**
 
**December 31,**

**(inception) to**
 
**2007**

**2006**

**December 31,2007**
    
REVENUE, net

$-

$-

$-
    
OPERATING EXPENSES:
   
   Selling, general and administrative

13,261

17,932

44,093
    
TOTAL OPERATING EXPENSES

13,261

17,932

44,093
    
LOSS BEFORE PROVISION FOR INCOME TAXES

(13,261)

(17,932)

(44,093)
    
PROVISION FOR INCOME TAXES     

-

-

-
    
NET LOSS

$(13,261)

$(17,932)

$(44,093)
    
NET LOSS PER SHARE:
   
   BASIC AND DILUTED

$(0.00)

$(0.00)

$(0.01)
    
WEIGHTED AVERAGE SHARES OUTSTANDING:
   
   BASIC AND DILUTED

6,880,500

6,777,925

4,972,074

 

 

 

 

The accompanying notes are an integral part of these financial statements.

 

 

 

 

F-4

-14-

 

**Omega United, Inc.**

**(a Development Stage Company)**

**Statements of Stockholders’ Equity**

**For the Period From June 3, 1998 (inception) to December 31, 2007**

 
   
**Deficit**
    
**Accumulated**

**Total**
  
**Additional**

**During the**

**Stockholders’**
 
**Common Stock**

**Paid-in**

**Development**

**Equity**
 
**Shares**

**Amount**

**Capital**

**Stage**

**(deficit)**

Balance at inception (June 3, 1998)

-

$-

$-

$-

$-

  
     
Issuance of shares for services rendered

4,200,000

$4,200

-

-

4,200
      
Net loss for the period June 3, 1998 through December 31, 1998

-

-

-

(4,200)

(4,200)

Balance, December 31, 1998

4,200,000

4,200

-

(4,200)

-
      
Net loss for the year ended December 31, 1999

-

-

-

-

-

Balance, December 31, 1999

4,200,000

4,200

-

(4,200)

-
      
Net loss for the year ended December 31, 2000

-

-

-

-

-

Balance, December 31, 2000

4,200,000

4,200

-

(4,200)

-
      
Net loss for the year ended  December 31, 2001

-

-

-

-

-

Balance December 31, 2001

4,200,000

4,200

-

(4,200)

-
      
Net loss for the year ended December 31, 2002

-

-

-

-

-

Balance, December 31, 2002

4,200,000

4,200

-

(4,200)

-
      
Issuance of shares for services rendered

120,500

121

1,084
 
1,205
      
Net loss for the year ended December 31, 2003

-

-

-

(1,205)

(1,205)

Balance, December 31, 2003

4,320,500

4,321

1,084

(5,405)

-
      
Issuance of shares for services rendered on February 4, 2004

1,000,000

1,000

9,000

-

10,000
      
Net loss for the year ended December 31, 2004

-

-

-

(4,482)

(4,482)

Balance, December 31, 2004

5,320,500

5,321

10,084

(9,887)

5,518
      
Net loss for the year ended December 31, 2005

-

-

-

(3,013)

(3,013)

Balance, December 31, 2005

5,320,500

5,321

10,084

(12,900)

2,505
      
Issuance of shares for cash on January 26, 2006

1,560,000

1,560

36,941

-

38,501
      
Net loss for the year ended December 31, 2006

-

-

-

(17,932)

(17,932)

Balance, December 31, 2006

6,880,500

6,881

47,025

(30,832)

23,074
      
Net loss for the year ended December 31, 2007

-

-

-

(13,261)

(13,261)

Balance, December 31, 2007

6,880,500

$6,881

$47,025

$(44,093)

$9,813

 

The accompanying notes are an integral part of these financial statements.

 

F-5

-15-

 

**Omega United, Inc.**

**(A Development Stage Company)**

**Statements of Cash Flows**

 

 
  
**Cumulative from**
 
**For the years ended**

**June 3, 1998**
 
**December 31,**

**(inception) to**
 
**2007**

**2006**

**December 31, 2007**
    
**CASH FLOWS FROM OPERATING ACTIVITIES:**
   
   Net loss

$(13,261)

$(17,932)

$(44,093)

   Adjustment to reconcile net loss to  net cash
   
    used in operating activities:
   
      Issuance of shares for services rendered

-

-

5,406

      Depreciation

557

686

1,760

  Changes in assets and liabilities:
   
   Due to stockholder

-

(178)

-

Net cash used in operating activities

(12,704)

(17,246)

(36,927)
    
**CASH FLOWS FROM FINANCING ACTIVITIES:**
   
**    **Proceeds from issuance of common stock

-

38,500

48,500

** **Net cash provided by financing activities

-

38,500

48,500
    
**CASH FLOWS FROM INVESTING ACTIVITIES:**
   
  Purchase of property and equipment

-

(875)

(2,512)

Net cash used by investing activities

-

(875)

(2,512)
    
NET INCREASE (DECREASE) IN CASH AND
   
   CASH EQUIVALENTS

(12,704)

20,379

9,061
    
CASH AND CASH EQUIVALENTS, Beginning of period

21,765

1,386

-
    
CASH AND CASH EQUIVALENTS, End of period

$9,061

$21,765

$9,061
    
SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION:
       
   Interest paid

$-

$-

$-

   Income taxes paid

$-

$-

$-

 

 

The accompanying notes are an integral part of these financial statements.

 

 

 

F-6

-16-

 

**OMEGA UNITED, INC.**

**NOTES TO FINANCIAL STATEMENTS**

**FOR THE TWELVE  MONTHS ENDED DECEMBER 31, 2007**

 

**NOTE 1 - ORGANIZATION**

 

**Organization and Line of Business**

 

Omega United, Inc. (the "Company") is currently a development stage company under the provisions of Statement of Financial Accounting Standards ("SFAS") No. 7 and was incorporated under the laws of the State of Nevada on June 3, 1998.  The Company has a December 31 year end.

 

**NOTE 2 – SIGNIFICANT ACCOUNTING POLICIES**

 

**Basis of Presentation and Going Concern**

 

The accompanying financial statements have been prepared in conformity with accounting principles generally accepted in the United States of America, which contemplate continuation of the Company as a going concern. However, the Company has no established source of revenue. This matter raises substantial doubt about the Company's ability to continue as a going concern. These financial statements do not include any adjustments relating to the recoverability and classification of recorded asset amounts, or amounts and classification of liabilities that might be necessary should the Company be unable to continue as a going concern.

 

Management plans to take the following steps that it believes will be sufficient to provide the Company with the ability to continue in existence:

 

Management intends to raise financing through private equity financing or other means and interests that it deems necessary.  

 

**Use of Estimates**

 

The preparation of financial statements in conformity with generally accepted accounting principles require management to make estimates and assumptions that affect the reported amount of assets and liabilities and disclosures of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenue and expenses during the reporting periods.  Actual results could differ from these estimates.

 

**Cash Equivalents**

 

Cash equivalents include all highly liquid debt instruments with original maturities of three months or less which are not securing any corporate obligations.

 

**Fair Value of Financial Instruments**

 

The estimated fair values of cash, property and equipment, none of which are held for trading purposes, approximate their carrying value because of the short term maturity of these instruments or the stated interest rates are indicative of market interest rates.

 

**Property and Equipment**

 

Property and equipment is stated at cost. Depreciation is provided principally by use of the straight-line method over the useful lives of the related assets.  Expenditure for maintenance and repairs, which does not improve or extend the expected useful life of the assets, is expensed to operations while major repairs are capitalized.  Depreciation expense is included in general and administrative expenses on the statement of operations.

 

 

F-7

-17-

 

**OMEGA UNITED, INC.**

**NOTES TO FINANCIAL STATEMENTS**

**FOR THE TWELVE  MONTHS ENDED DECEMBER 31, 2007**

 

The estimated useful lives are as follows:

 

Computer equipment

3 years

Furniture & Fixture

5 years

Office equipment

5 years

 

The gain or loss on disposal of property, plant and equipment is the difference between the net sales proceeds and the carrying amount of the relevant assets, and, if any, is recognized in the statement of operations and comprehensive income.

 

**Impairment of long-lived assets**

 

In accordance with Statement of Financial Accounting Standards (SFAS) No. 144, “Accounting for the Impairment or Disposal of Long-Lived Assets,” the Company periodically assesses the impairment of long-lived assets when conditions indicate a possible loss.  When necessary, we record charges for impairments of long-lived assets for the amount by which the present value of future cash flows, or some other fair value measure, is less than the carrying value of these assets.  The Company has recorded no impairment charges.

 

**Special – purpose entities**

 

The Company does not have any off-balance sheet financing activities.

 

**Concentration of Credit Risk**

 

The Company places its cash with high quality financial institutions and at times may exceed the FDIC $100,000 insurance limit.  The Company will extend credit based on an evaluation of the customer’s financial condition, generally without collateral.  Exposure to losses on receivables is principally dependent on each customer’s financial condition.  The Company will monitor its exposure for credit losses and maintains allowances for anticipated losses, if required.

 

**Advertising Costs**

 

Advertising costs are expensed as incurred.  Advertising expense totaled $300 and $-0- at December 31, 2007 and 2006 and is included in selling, general and administrative expenses.

 

**Income Taxes**

 

The Company accounts for income taxes under SFAS 109, "Accounting for Income Taxes." Under the asset and liability method of SFAS 109, deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statements carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. Under SFAS 109, the effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period the enactment occurs. A valuation allowance is provided for certain deferred tax assets if it is more likely than not that the Company will not realize tax assets through future operations.

 

**Basic and Diluted Income/Loss Per Share**:

 

In accordance with SFAS No. 128, "Earnings Per Share," the basic income/(loss) per common share is computed by dividing net income/(loss) available to common stockholders by the  weighted average number of common shares outstanding. Diluted income per common share is computed similar to basic income per common share except that the denominator is increased to

 

 

F-8

-18-

 

**OMEGA UNITED, INC.**

**NOTES TO FINANCIAL STATEMENTS**

**FOR THE TWELVE  MONTHS ENDED DECEMBER 31, 2007**

 

include the number of additional common shares that would have been outstanding if the potential common shares had been issued and if the additional common shares were dilutive. As of December 31, 2007, the Company does not have any equity or debt instruments outstanding that can be converted into common stock.

 

**Stock-Based Compensation**

 

In March 2004, the FASB issued a proposed statement, Share-Based Payment, which addresses the accounting for share-based payment transactions in which an enterprise receives employee services in exchange for equity instruments of the enterprise or liabilities that are based on the grant-date fair value of the enterprise's equity instruments or that may be settled by the issuance of such equity instruments. The proposed statement would eliminate the ability to account for share-based compensation transactions using Accounting Principles Board ("APB") Opinion No. 25, Accounting for Stock Issued to Employees, and generally would require instead that such transactions be accounted for using a fair-value-based method. In December 2004, the FASB issued SFAS No. 123(R), Share-Based Payment, which is a revision of SFAS No. 123. Generally, the approach in SFAS No. 123(R) is similar to the approach described in SFAS No. 123. However, SFAS No. 123(R) requires all share-based payments to employees, including grants of employee stock options, to be recognized in the income statement based on their grant-date fair values. Pro forma disclosure is no longer an alternative.

 

As permitted by SFAS No. 123, for 2005, the Company accounted for share-based payments to employees using APB Opinion No. 25's intrinsic value method and, as such, generally recognized no compensation cost for employee stock options. Effective January 1, 2006, we have adopted SFAS No. 123(R)'s fair value method of accounting for share based payments. Accordingly, the adoption of SFAS No. 123(R)'s fair value method may have a significant impact on the Company's results of operations as we are required to recognize the cost of employee services received in exchange for awards of equity instruments based on the grant-date fair value of those awards. SFAS No. 123(R) permits public companies to adopt its requirements using either the "modified prospective" method or the "modified retrospective" method. The Company adopted SFAS No. 123(R) using the modified prospective method. In April 2005, the SEC delayed the effective date of SFAS No. 123(R), which is now effective for public companies for annual, rather than interim periods that begin after June 15, 2005. The impact of the adoption of SFAS No. 123(R) cannot be predicted at this time because it will depend on levels of share-based payments granted in the future.

 

**Segment Reporting**

 

Based on the Company's integration and management strategies, the Company operated in a single business segment. For the twelve months ended December 31, 2007 and 2006, the Company had no revenue.

 

**Revenue Recognition**

 

Revenue is recognized in accordance with SEC Staff Accounting Bulletin No. 101, “Revenue Recognition in Financial Statements”.  The Company recognizes revenue when the significant risks and rewards of ownership have been transferred to the customer pursuant to applicable laws and regulations, including factors such as when there has  been evidence of a sales arrangement, the performance has occurred, or service have been rendered, the price to the buyer is fixed or determinable, and collectibility is reasonably assured.

 

The Company may receive upfront fees from third parties who solicit the services of the Company as a booking agent.  The upfront fees may be either nonrefundable, or refundable based upon the contractual arrangement.  The upfront fees are recorded as deferred revenues when received,

 

 

F-9

-19-

 

**OMEGA UNITED, INC.**

**NOTES TO FINANCIAL STATEMENTS**

**FOR THE TWELVE  MONTHS ENDED DECEMBER 31, 2007**

 

and recorded as earned when the entertainer completes the agreed-upon performance.  If the event is cancelled and the upfront fee is refundable, the revenue is neither fixed nor determinable until the cancellation privileges lapse.  If the performance is cancelled and the fee is refunded, no revenue is recognized.  If the performance is cancelled and the fee is non-refundable, the revenue is recognized upon cancellation.

 

**New Accounting Pronouncements**

 

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" ("SFAS No. 159"). SFAS No. 159 permits entities to choose, at specified election dates, to measure many financial instruments and certain other items at fair value that are not currently required to be measured at fair value. Unrealized gains and losses shall be reported on items for which the fair value option has been elected in earnings at each subsequent reporting date. SFAS No. 159 is effective for fiscal years beginning after November 15, 2007. Early adoption is permitted as of the beginning of a fiscal year that begins on or before November 15, 2007, provided the entity also elects to apply the provisions of SFAS No. 157 "Fair Value Measurements" ("SFAS No. 157"). The Company is currently assessing the impact that SFAS No. 159 will have on its financial statements.

 

In December 2007, the FASB issued SFAS No. 160, “Noncontrolling Interests in Consolidated Financial Statements”, which is an amendment of Accounting Research Bulletin (“ARB”) No. 51.  This statement clarifies that a noncontrolling interest in a subsidiary is an ownership interest in the consolidated entity that should be reported as equity in the consolidated financial statements.  This statement changes the way the consolidated income statement is presented, thus requiring consolidated net income to be reported at amounts that include the amounts attributable to both parent and the noncontrolling interest.  This statement is effective for the fiscal years, and interim periods within those fiscal years, beginning on or after December 15, 2008.  Based on current conditions, the Company does not expect the adoption of SFAS 160 to have a significant impact on its results of operations or financial position.

 

In December 2007, the FASB issued SFAS No. 141 (revised 2007), “Business Combinations.”  This statement replaces FASB Statement No. 141, “Business Combinations.” This statement retains the fundamental requirements in SFAS 141 that the acquisition method of accounting (which SFAS 141 called the purchase method) be used for all business combinations and for an acquirer to be identified for each business combination. This statement defines the acquirer as the entity that obtains control of one or more businesses in the business combination and establishes the acquisition date as the date that the acquirer achieves control. This statement requires an acquirer to recognize the assets acquired, the liabilities assumed, and any noncontrolling interest in the acquiree at the acquisition date, measured at their fair values as of that date, with limited exceptions specified in the statement. 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. The Company does not expect the adoption of SFAS 160 to have a significant impact on its results of operations or financial position.

 

**Note 3 – PROPERTY AND EQUIPMENT**

 

Property and equipment consists of the following at December 31, 2007 and 2006:

 
 
**2007**

**2006**

Office equipment

$  2,512

$  2,512  

Less – Accumulated depreciation

1,760

1,203
 
$     752

$  1,309

 

 

F-10

-20-

 

**OMEGA UNITED, INC.**

**NOTES TO FINANCIAL STATEMENTS**

**FOR THE TWELVE  MONTHS ENDED DECEMBER 31, 2007**

 

Depreciation expense totaled $557 and $686 for the years ended December 31, 2007 and 2006 and is included in selling, general and administrative expenses.

 

**NOTE 3 - STOCKHOLDERS’ EQUITY**

 

During the initial period from June 3, 1998 through December 31, 1998, the company issued 4,200,000 shares of its common stock valued at par value, or $4,200 which represented its par value on the date of issuance.

 

During the year ended December 31, 2003 the Company issued 120,500 shares of its common stock valued at par value, or $1,205, which represented its par value on the on the date of issuance.

 

On February 4, 2004, the Company issued 1,000,000 shares of its $.001 par value common stock to Kendall Clark, an officer and director, in exchange for cash in the amount of $10,000.   At the time of the issuance, the Company had established its corporate framework, had issued its’ founders shares, and had begun to pursue its’ planned operations.  SFAS 123 does not specify the measurement date for share-based payment transactions with nonemployees for which the measure of the cost of goods acquired or services received is based on the fair value of the equity instruments issued.  EITF Issue No., 96-18, “Accounting for Equity Instruments That Are Issued to Other Than Employees for Acquiring, or in Conjunction with Selling, Goods or Services,”establishes criteria for determining the measurement date for equity instruments issued in share-based payment transactions with nonemployees.  EITF 96-18 states that the issuer should measure the fair value of the equity instruments using the stock price and other measurement assumptions as of the earlier of the date at which a commitment for performance by the counterparty to earn the equity instruments is reached, or the date at which the counterparty’s performance is complete.  The Company has determined that the measurement date of the transaction was the date of issue.   At the issue date, the Company’s shares were not publicly traded, therefore there was no established market price, and there were no bid or asked price, and there had been no initial public offering upon which to determine “fair market value.”  Since none of the foregoing measurements were available to determine “fair market value,” the Company’s Board of Directors determined, based on good faith, that the fair market value on the measurement date was $.01 per share.

 

On January 26, 2006, the Company closed a public offering under Regulation D of Rule 504 of the Securities and Exchange Commission.  The Company raised a total of $38,500 from twenty-three subscribers totaling 1,560,000 shares common stock.

 

As of September 30, 2007, there have been no further issuances of common stock.

 

**NOTE 4 – INCOME TAXES**

 

The reconciliation of the effective income tax rate to the federal statutory rate for the year ended December 31, 2007 is as follows:

 

Federal income tax rate

34.0%

Effect of net operating loss

(34.0%)

Effective income tax rate

0.0%

 

Deferred tax assets and liabilities reflect the net effect of temporary differences between the carrying amount of assets and liabilities for financial reporting purposes and amounts used for income tax purposes.  Significant components of the Company’s deferred tax assets and liabilities at December 31, 2007 are as follows:

 

Net operating loss carry forwards

$44,093

 

 

F-11

-21-

 

**OMEGA UNITED, INC.**

**NOTES TO FINANCIAL STATEMENTS**

**FOR THE TWELVE MONTHS ENDED DECEMBER 31, 2007**

 

 

Less – Valuation allowance

(44,093)

 

The Company has a net operating loss of approximately $44,093 which will expire starting in 2019.  The Company has provided a valuation allowance for this deferred tax asset since management has not been able to determine that the realization of that asset is more likely than not.

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

F-12

-22-

 

**ITEM 8.  CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS**

 

We have had no disagreements with our independent accountants.

 

**ITEM 8A.  CONTROLS AND PROCEDURES**

 

Within 90 days prior to the date of filing of this report, we carried out an evaluation, under the supervision and with the participation of our management, including the Chief Executive Officer and our Chief Financial Officer, of the design and operation of our disclosure controls and procedures.  Based on this evaluation, our Chief Executive Officer and Chief Financial Officer have concluded that our disclosure controls and procedures are effective for the gathering, analyzing and disclosing the information we are required to disclose in the reports we file under the Securities Exchange Act of 1934, within the time periods specified in the SEC's rules and forms.  There have been no significant changes in our internal controls or in other factors that could significantly affect internal controls subsequent to the date of this evaluation.

 

Our management does not expect that our disclosure controls or internal controls over financial reporting will prevent all errors or all instances of fraud.  A control system, no matter how well designed and operated, can provide only reasonable, not absolute, assurance that the control system's objectives will be met. Further, the design of a control system must reflect the fact that there are resource constraints, and the benefits of controls must be considered relative to their costs. Because of the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, within our company have been detected. These inherent limitations include the realities that judgments in decision-making can be faulty, and that breakdowns can occur because of simple error or mistake. Because of the inherent limitation of a cost-effective control system, misstatements due to error or fraud may occur and not be detected.

 

**ITEM 8B.  OTHER INFORMATION**

 

None.

 

**PART III**

 

**ITEM 9.  DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS; COMPLIANCE WITH SECTION 16(A) OF THE EXCHANGE ACT**

 

Omega United, Inc.'s Directors are elected by the stockholders to a term of one (1) year and serves until his/her successor is elected and qualified. The officers are appointed by the Board of Directors to a term of one (1) year and serves until his/her successor is duly elected and qualified, or until he/she is removed from office.  The Board of Directors has no nominating, auditing, or compensation committees.

 

The following table sets forth certain information regarding the Chief Executive Officer, Chief Financial Officer and Directors of Omega United, Inc.:

 

**Name**

**Age**

**Position**

Shelley Clark

44

President, Chief Executive
  
Officer, and Director

Kendall Clark

45

Secretary and Treasurer, Chief 
  
 Financial Officer and Director

 

Our directors hold office until the next annual meeting of the stockholders, which shall be held in June of 2008, and until successors have been elected and qualified.  Our officers were appointed by our directors and will hold office until they resign or are removed from office.

 

 

-23-

 

Shelley Clark, President, Chief Executive Officer and Director:  Shelley Clark has been an administrative and account specialist for approximately 13 years.  Her responsibilities have ranged from office clerk, to managerial activities, to accounting and billing duties.  From 1995 to 1998, Mrs. Clark was a Patient Account Coordinator with Lincare Inc., where she was responsible for accounts receivable, as well as servicing customers and insurance companies.  Since 1998, Mrs. Clark has been employed with Physician Hospital Community Organization as a Third Party Administrator.  She is responsible for adjudication and pricing of claims, as well as for invoicing for services provided.

 

Kendall Clark, Secretary, Treasurer and Director:  From 1986 to the present, Kendall Clark was employed in the construction industry.  During his nearly 18 years of employment, Mr. Clark has been responsible for the safe operation and maintenance of various materials and equipment.  He was initially employed by S&F Construction, a laborer for road construction and support of heavy equipment operators.  In 1988, S&F Construction was purchased by Acme Asphalt and Construction, where Mr. Clark continued his employment.  In 1997, Inland Asphalt and Construction purchased Acme Asphalt and Construction.  Mr. Clark operated heavy equipment and is a member of the Operating Engineer Union.  

 

**Family Relationships**

 

Shelley Clark and Kendall Clark are husband and wife.

 

**Board Committees**

 

We currently have no compensation committee or other board committee performing equivalent functions.  Currently, all members of our board of directors participate in discussions concerning executive officer compensation.

 

**Involvement on Certain Material Legal Proceedings During the Last Five Years**

 

No director, officer, significant employee or consultant has been convicted in a criminal proceeding, exclusive of traffic violations.

 

No bankruptcy petitions have been filed by or against any business or property of any director, officer, significant employee or consultant of the Company nor has any bankruptcy petition been filed against a partnership or business association where these persons were general partners or executive officers.

 

No director, officer, significant employee or consultant has been permanently or temporarily enjoined, barred, suspended or otherwise limited from involvement in any type of business, securities or banking activities.

 

No director, officer or significant employee has been convicted of violating a federal or state securities or commodities law.

 

**Section 16(a) Beneficial Ownership Reporting Compliance**

 

Section 16(a) of the Securities Exchange Act of 1934, as amended, requires the Company's directors and executive officers, and persons who beneficially own more than 10% of a registered class of the Company's equity securities, to file reports of beneficial ownership and changes in beneficial ownership of the Company's securities with the SEC on Forms 3 (Initial Statement of Beneficial Ownership), 4 (Statement of Changes of Beneficial Ownership of Securities) and 5 (Annual Statement of Beneficial Ownership of Securities). Directors, executive officers and beneficial owners of more than 10% of the Company's Common Stock are required by SEC regulations to furnish the Company with copies of all Section 16(a) forms that they file.  Except as otherwise set forth herein, based solely on review of the copies of such forms furnished to the Company, or written representations that no reports were required, the Company believes that for the fiscal year ended December 31, 2007 beneficial owners did not comply with Section 16(a) filing requirements applicable to them to the extent they filed all form required under Section 16(a) in February 2005 and had no trading activity in 2004.

 

 

-24-

 

**Code of Ethics**

 

We have not adopted a Code of Business Conduct and Ethics that applies to our principal executive officer, principal financial officer, principal accounting officer or controller, or persons performing similar functions in that our sole officer and director serves in all the above capacities.

 

**ITEM 10.  EXECUTIVE COMPENSATION**

 

Summary Compensation Table

 

The  following table sets forth, for most recent two completed fiscal years ended  December  31, 2007 and 2006 the cash compensation paid by the Company, as well as certain  other compensation paid with respect to those years  and  months, to the Chief  Executive  Officer  and,  to  the  extent applicable, each of the three other most highly compensated executive  officers  of the Company in  all  capacities  in which they served:

 

**Summary Compensation Table**
 
**Name and**

**Principal Position**

**Year**

**Salary**

** ($)**

**Bonus**

**($)**

**Stock**

**Awards**

**($)**

**Option**

**Awards**

**($)**

**Non-**

**Equity**

**Incentive**

** Plan**

**Compen-sation ($)**

**Non-**

**qualified**

**Deferred**

**Compen**

**-sation**

**Earnings($)**

**All**

**Other**

**Compen**

**-sation ($)**

**Total**

**($)**
          
Shelley Clark

2007

0

0

0

0

0

0

0

0

President

2006

0

0

0

0

0

0

0

0
 
2005

0

0

0

0

0

0

0

0
          
Kendall Clark

2007

0

0

0

0

0

0

0

0

Secretary and 

2006

0

0

0

0

0

0

0

0

Treasurer

2005

0

0

0

0

0

0

0

0

 

**Directors' Compensation**

 

We have no formal or informal arrangements or agreements to compensate our director for services he provides as director of our company.

 

**Employment Contracts and Officers' Compensation**

 

Since our incorporation, we have not entered into employment agreements with any of our officers, directors or employees.   Any future  compensation  to  be  paid to  these  individuals  will  be determined  by  our  Board of Directors, and employment  agreements will  be  executed.   We do not currently have plans to pay any

compensation to our officers or directors until such time as we are cash flow positive.

 

**Stock Option Plan And Other Long-term Incentive Plan**

 

We currently do not have existing or proposed option/SAR grants.

 

**ITEM 11.  SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT**

 

**Security Ownership of Certain Beneficial Owners and Management**

 

The following table sets forth as of December 31, 2007 certain information regarding the beneficial ownership of our common stock by:

 

-25-

 

1.   Each person who is known us to be the beneficial owner of more than 5% of the common stock,

2.   Each of our directors and executive officers and

3.  All of our directors and executive officers as a group.

 

Except  as  otherwise indicated, the persons or  entities  listed below  have  sole voting and investment power with respect  to  all shares  of common stock beneficially owned by them, except  to  the extent  such  power  may be shared with a  spouse.   No change in control is currently being contemplated.

 

**Name and Address of**
 
** Percentage of Stock**

**Beneficial Owner**

**Shares Beneficially Owned**

**Outstanding (1)**

Kendall Clark (Secretary-Treasurer)

1,000,000

14.5%

733 W. Montgomery
  
Spokane, WA 99205
     
Shelley Clark (President)

4,200,000

61.0%

733 W. Montgomery
  
Spokane, WA 99205
     
All Officers and 

5,200,000

75.5%

Directors as a Group
  
(2 persons)
  
 

(1) All of these shares are owned of record.

 

**Change in Control**

 

No arrangements exist that may result in a change of control of Omega United, Inc.

 

**ITEM 12.  CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS**

 

In June 1998, we issued 4,200,000 shares of our common stock to Shelley Clark, our current President and director, in exchange for services performed valued at $4,200.  Mrs. Clark  was  a  sophisticated investor  who, at the time of the investment, as the  founder  of Omega United, Inc. was in possession of all available  material information  about  Omega United, Inc.

 

In February 2004, we issued 1,000,000 shares of our common stock to Kendall Clark, our Secretary, Treasurer and director, in exchange for cash in the amount of $10,000.

 

**ITEM 13.  EXHIBITS**

 

**Exhibit Number**

**Name and/or Identification of Exhibit**
  
3

Articles of Incorporation & By-Laws
 
a.  Articles of Incorporation filed on June 3, 1998, incorporated by reference to the Registration

 Statement on Form SB-2, as amended, previously filed with the SEC.
 
b.  Bylaws adopted on June 8, 1998, incorporated by reference to the Registration Statement on	
Form SB-2, as amended, previously filed with the SEC.
  
31

Rule 13a-14(a)/15d-14(a) Certification
  
32

Certification under Section 906 of the Sarbanes-Oxley Act (18 U.S.C. Section 1350)

 

 

-26-

 

**ITEM 14.  PRINCIPAL ACCOUNTANT FEES AND SERVICES**

 

The following table sets forth fees billed to us by our independent auditors for the year ended December 31, 2007 and 2006 for (i) services rendered for the audit of our annual financial statements and the review of our quarterly financial statements, (ii) services rendered that are reasonably related to the performance of the audit or review of our financial statements that are not reported as Audit Fees, and (iii) services rendered in connection with tax preparation, compliance, advice and assistance.

 

**SERVICES**

**2007**

**2006**
   
Audit fees

$3,000

$3,000

Audit-related fees

304

304

Tax fees

275

275

All other fees

-

-
   
**Total fees**

$3,579

$3,579

 

 

 

 

 

 

 

 

 

 

 

 

 

-27-

 

**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, thereto duly authorized.

 

 

**Omega United, Inc.**
 
Signature

Title

Date
   
/s/ Shelley Clark

Chief Executive Officer 

February 13, 2008

Shelley Clark

and President
    
/s/Kendall Clark

Chief Financial Officer and

February 13, 2008

Kendall Clark

Secretary-Treasurer
 
 

 

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.

 

 

**Omega United, Inc.**
 
Signature

Title

Date
   
/s/ Shelley Clark

Chief Executive Officer and

February 13, 2008

Shelley Clark

President
    
/s/ Kendall Clark

Secretary/Treasurer

February 13, 2008

Kendall Clark

Chief Financial Officer
 
 

 

 

 

 

 

 

 

 

 

 

-28-

`