OMNINET MEDIA CORPORATION
April 7, 2006
Mrs. Babette Cooper
Staff Accountant
Securities and Exchange Commission
Washington, D.C. 20549-0306
Re: OmniNet Media Corporation
Item 4.01 Form 8-K
Filed March 29, 2006
File No. 0-28935
Dear Mrs. Cooper:
This letter serves to inform the Securities and Exchange Commission
that the company, OmniNet Media Corporation, is responsible for the adequacy and
accuracy of the disclosures in its 8K filings, and is aware that staff comments
or changes to disclosure in response to staff comments do not foreclose the
Commission for taking any action with respect to the filings.
In addition, the company is aware that it may not assert staff comments
as a defense in any proceedings initiated by the Commission or any person under
the federal securities laws of the United States.
If you have any further questions, please call Jim Graves at
949-701-0979.
Sincerely,
OmniNet Media Corporation
/s/ Mitchell Stough
- -------------------------
Mitchell Stough
CEO
OmniNet Media Corp
1355 E. Balboa Blvd, Suite A, Newport Beach, CA 92661
Phone: 949-701-0979 Fax: 480-247-4086
From: Kevin Brown [mailto:kevin@mendozaberger.com]
Sent: Friday, April 07, 2006 9:08 AM
To: Jim Graves
Subject: RE: question
No we did not because they did not cooperate with Mendoza Berger & Company, ie
return our phone calls emails, telexes, smoke signals etc.
Also, that is the main reason we went to the SEC to ask what should be done.
Thanks,
Kevin
Mendoza Berger Company, L.L.P.
5500 Trabuco Road, Suite 150
Irvine, California 92620
Phone: 949.387.9850
Fax: 949.387.9652
E-mail: kevin@mendozaberger.com
________________________________________________________________________________
From: Jim Graves [mailto:jgraves@olenproperties.com]
Sent: Friday, April 07, 2006 10:04 AM
To: Kevin Brown
Subject: RE: question
Hi Kevin,
Did Mendoza Berger rely on the prior auditor's (Dirocco & Dombrow) material?
Jim Graves
OmniNet Media Corp
U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
OMNINET MEDIA CORPORATION
(Name of Small Business Issuer)
Date of Report (Date of earliest event reported) September 16, 2003
Nevada 000-28935 880398783
(State or Other Jurisdiction of Commission File No. (I.R.S. Employer
Incorporation or Organization) Identification Number)
1355 E. Balboa Blvd., Suite A, Newport Beach, CA 92661
------------------------------------------------------
(Address of Principal Executive Offices) (Zip Code)
949-701-0979
- --------------------------------------------------------------------------------
(Registrant's Telephone Number)
One World Trade Center, 8th Floor, Long Beach, CA 90831
- --------------------------------------------------------------------------------
(Former address)
3.02 Unregistered Sales of Equity Securities.
On September 16, 2003, OmniNet Media Corporation, a Nevada corporation, (the
"Registrant") sold 50,000,000 shares of its $.0001 par value common stock for
$10,000 to one accredited investor. There was no general solicitation or general
advertising. The shares were issued with a Rule 144 legend. The Registrant
claims the transaction was exempt from registration based upon Section 4(2) of
the Securities Act that exempts transactions by the issuer not involving any
public offering. The purchaser acquired approximately 51% voting control of the
Registrant in the transaction. Immediately after the transaction, the Registrant
had 98,554,712 shares of common stock issued and outstanding.
4.01 Changes in Registrant's Certifying Accountant.
On April 15, 2005, the Registrant engaged the accounting firm of Mendoza Berger
& Company, LLP to perform an audit of the Registrant's financial statements for
the years ended August 31, 2005, 2004, 2003, 2002 and 2001.
5.01 Changes in Control of Registrant.
Based upon the transaction described in Item 3.02 and matters discussed below,
there was a change in control of the Registrant on September 16, 2003. William
Owen, a non-U.S. resident, acquired 50,000,000 shares of common stock directly
from the Registrant on September 16, 2003. Mr. Owen became the controlling
stockholder and caused a change in the Registrant's management team.
5.02 Departure of Directors or Principal Officers; Election of Directors;
Appointment of Principal Officers.
On September 16, 2003, in connection with the purchase of shares by William Owen
described in Items 3.02 and 5.01, Mr. Steven Miotti resigned as an officer and
director. Shortly thereafter, Mr. Mitchell Stough was elected by the
shareholders with a majority of the voting power of the Registrant to serve as
the sole director of the Registrant until his successor is elected and
qualifies. Mr. Mitchell Stough was made President and Chief Financial Officer of
the Registrant.
Mitchell Stough, age 40, attended the California State University Long Beach
from 1985 - 1989, majoring in Business Administration. He has been a currency
broker for Harlow Meyer Savage, Los Angeles, from 1988 - 1991 where he conducted
spot trading the Yen, Swiss Franc, British Pound and U.S. Dollar. He managed M&A
work for The Corsini Group from 1991-1996 and with Trinity Capital Group from
1996-2003. He has managed client companies, shell acquisitions, merger
processes, regulatory issues and broker/dealer relationships. He founded Fort
Street Equity in 2003. Mr. Stough is currently president of Fort Street Equity
where he's responsible for day to day operations.
5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
On September 16, 2003, the bylaws of the Registrant were amended so that the
first sentence of Article 3, Section 3.2 reads: "The number of directors which
shall constitute the whole board shall be ONE (1)." The stockholders with a
majority of the voting power of the corporation took action by written consent
without a meeting to be effective as of September 16, 2003 that (1) amended the
Bylaws and (2) elected Mitchell Stough as the sole director.
8.01 Other Events.
On March 16, 2006, the Registrant began using the transfer agent services of
Standard Transfer & Trust Co., Inc. Contact information for the Registrant's
transfer agent is as follows:
Standard Transfer & Trust Co., Inc.
2980 S. Rainbow Blvd., #220 H
Las Vegas, NV 89146
Telephone: 702-212-3493.
Facsimile: 702-212-3694
9.01 Financial Statements and Exhibits.
Exhibit Description
3(ii) Bylaws of OmniNet Media Corporation
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
Dated: March 29, 2006
OmniNet Media Corporation
By: /s/ Mitchell Stough
Name: Mitchell Stough
Title: Chief Executive Officer