UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 10-QSB
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X | QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE |
| ACT OF 1934 |
For the quarterly period ended: June 30, 2006 | |
or | |
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| TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE |
| ACT OF 1934 |
For the transition period from: _____________ to _____________ | |
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ONLINE GAMING SYSTEMS, LTD.
(Exact name of small business issuer as specified in its charter)
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Delaware | 0-27256 | 13-3858917 |
(State or Other Jurisdiction | (Commission | (I.R.S. Employer |
of Incorporation) | File Number) | Identification No.) |
C/o Advanced Resources Group, LTD, 5 Erie Street, Garfield, NJ 07026
(Address of Principal Executive Office) (Zip Code)
(800) 718-7463
(Issuer’s telephone number, including area code)
N/A
(Former name, former address and former fiscal year, if changed since last report)
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Check whether the issuer (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange | ||||
reports), and (2) has been subject to such filing requirements for the past 90 days. |
| Yes | X | No |
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Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). | X | Yes |
| No |
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State the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date. | ||||
At June 30, 2007 there were outstanding 96,190,941 shares of the Registrant's Common Stock, $.001 par value | ||||
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Transitional Small Business Disclosure Format (check one): |
| Yes | X | No |
PART I – FINANCIAL INFORMATION
Item 1.
Financial Statements.
Consolidated Balance Sheet at June 30, 2006 (Unaudited) |
| 2 |
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Consolidated Statements of Operations |
| 3 |
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Consolidated Statements of Cash Flows |
| 4 |
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Notes to Consolidated Financial Statements (Unaudited) |
| 5 |
1
ONLINE GAMING SYSTEMS, LTD.
CONSOLIDATED BALANCE SHEET
(UNAUDITED)
June 30, 2006 |
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Assets: |
| (Unaudited) |
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Total Assets | $ | -- |
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Liabilities and Stockholders’ Deficiency: |
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Current Liabilities: |
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Accrued Interest-Related Party |
| 1,719,496 |
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Convertible Notes Payable – Related Party |
| 2,474,907 |
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Total Current Liabilities |
| 4,194,403 |
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Commitments and Contingencies |
| -- |
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Stockholders’ Deficiency |
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Convertible Preferred Stock-Par Value $.001 Per Share; |
| -- |
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Common Stock-Par value $.001 Per Share; |
| 97,316 |
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Additional Paid-in Capital |
| 18,764,076 |
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Treasury Stock,1,125,012 Common Shares-At Cost |
| (1,730,485) |
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Accumulated Deficit |
| (21,325,310) |
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Total Stockholders’ Deficiency |
| (4,194,403) |
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Total Liabilities and Stockholders’ Deficiency | $ | -- |
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The Accompanying Notes are an Integral Part of these Consolidated Financial Statements
2
ONLINE GAMING SYSTEMS, LTD.
CONSOLIDATED STATEMENTS OF OPERATIONS
(UNAUDITED)
| Six Months Ended June 30, |
| Three Months Ended June 30, |
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| 2006 |
| 2005 |
| 2006 |
| 2005 |
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Revenues | $ | -- |
| $ | -- |
| $ | -- |
| $ | -- |
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Cost of Sales |
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Gross Profit |
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| -- |
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Operating Expenses |
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| -- |
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Net Earnings | $ | -- |
| $ | -- |
| $ | -- |
| $ | -- |
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Basic and Diluted Earnings |
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$ | -- |
| $ | -- |
| $ | -- |
| $ | -- |
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Weighted Average Shares of Common Stock |
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| 96,190,941 |
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| 96,190,941 |
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| 96,190,941 |
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| 96,190,941 |
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The Accompanying Notes are an Integral Part of these Consolidated Financial Statements.
3
ONLINE GAMING SYSTEMS, LTD.
CONSOLIDATED STATEMENTS OF CASH FLOWS
(UNAUDITED)
| Six Months Ended June 30, |
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| 2006 |
| 2005 |
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Operating Activities: |
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Earnings from Operations | $ | -- |
| $ | -- |
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Net Cash – Operating Activities: |
| (--) |
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| (--) |
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Investing Activities: |
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Net Cash - Investing Activities |
| (--) |
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| (--) |
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Financing Activities: |
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Net Cash - Financing Activities |
| -- |
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| -- |
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Change in Cash |
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Cash - Beginning of Period |
| -- |
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Cash - End of Period | $ | -- |
| $ | -- |
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Supplemental Disclosures of Cash Flow Information: |
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Cash paid during the years for: |
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Interest | $ | -- |
| $ | -- |
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Taxes |
| -- |
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| -- |
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The Accompanying Notes are an Integral Part of these Consolidated Financial Statements.
4
ONLINE GAMIING SYSTEMS, LTD.
Notes to Consolidated Financial Statements (Unaudited)
June 30, 2006
Note 1 -
Nature of Business and Basis of Presentation
Management is seeking to merge with a suitable strategic partner. If the merger is successful, management of the Company estimates that it will have sufficient cash flows to continue to operate on a going concern basis in the near future. There can be no assurance that management’s plan will be successful.
The accompanying unaudited financial statements of Online Gaming Systems, Ltd (the "Company") have been prepared in accordance with Regulation S-B promulgated by the Securities and Exchange Commission and do not include all of the information and footnotes required by generally accepted accounting principles in the United States for complete financial statements. In the opinion of management, these interim financial statements include all adjustments necessary in order to make the financial statements not misleading. The results of operations for such interim period are not necessary indicative of results of operations for a full year. The unaudited financial statements should be read in conjunction with the audited financial statements and notes thereto of the Company and management's discussion and analysis of financial condition and results of operations included in the Annual Report on Form 10-KSB for the year ended December 31, 2005.
Note 2 -
Summary of Significant Accounting Policies
The accounting policies followed by the Company are set forth in Note 2 to the Company’s consolidated financial statements in the December 31, 2005 Form 10-KSB.
Note 3 -
Earnings Per Share
Basic earnings per share data is computed by dividing the earnings available to common stockholders by the weighted average number of common shares outstanding during the respective periods. Diluted earnings per share data reflects the amount of earnings for the period available to each share of common stock outstanding during the respective periods, such as common shares that could result from the potential exercise or conversion of securities into common stock. The diluted net income per share is based upon the common stock outstanding during the period and the effect of all dilutive potential common shares outstanding. The computation of diluted earnings per share does not assume conversion, exercise or contingent issuance of securities that would have an anti-dilutive effect on per share amounts
The dilutive effect of outstanding options and warrants and their equivalents are reflected in dilutive earnings per share by the application of the treasury stock method which recognizes the use of the proceeds that could be obtained upon exercise of options and warrants in computing diluted earnings per share. It assumes that any proceeds should be used to purchase common stock at the average market price during the period. Options and warrants will have a dilutive effect only when the average market price of the common stock exceeds the exercise price of the options or warrants.
Note 4 -
Convertible Notes Payable - Related Party
At June 30, 2006, the Company had a $2,474,907 convertible note payable balance due Hosken Consolidated Investments ["HCI"]. HCI is a South African investment holding company involved in various technology industries. Terms of the revised loan agreement provides for an extension of the maturity date to repay all principal outstanding and related accrued interest by December 31, 2006. The notes payable are secured by substantially all assets of the Company. As of June 30, 2006, the Company has accrued $1,719,496 in interest related to the convertible debt borrowing. No interest has been accrued during the six and three month periods ended June 30, 2006 and 2005 due to the business being dormant.
5
ONLINE GAMIING SYSTEMS, LTD.
Notes to Consolidated Financial Statements (Unaudited)
June 30, 2006
Note 5 -
Subsequent Event
In the second quarter of 2006, HCI executed a stock purchase agreement to sell 77,767,153 (approximately 81%) shares of common stock of the Company to a non-related third party buyer. In August 2006, HCI cancelled the convertible note of $2,474,907 plus interest owed to it by the Company.
6
Item 2.
Management’s Discussion and Analysis or Plan of Operation.
Three Months Ended June 30, 2006 and 2005
The Company permanently ceased operations in May 2003, therefore no discussion and analysis of financial condition and results of operations would be relevant.
Forward - Looking Statements
The matters discussed in Management's Discussion and Analysis and throughout this report that are forward-looking statements are based on current management expectations that involve risk and uncertainties.
Potential risks and uncertainties include, without limitation; the impact of economic conditions generally and in the industry for Internet gaming products and services; dependence on key customers; continued competitive and pricing pressures in the industry; open-sourcing of products; rapid product improvement and technological change; capital and financing availability; and other risks set forth herein.
Item 3.
Controls and Procedures.
Evaluation of Disclosure Controls and Procedures
The Company maintains a system of disclosure controls and procedures designed to ensure that information required to be disclosed in its Exchange Act Reports is recorded, processed, summarized and reported within the time periods specified in the Securities and Exchange Commission’s rules and forms, and such information is accumulated and communicated to management, including the Chief Executive Officer and acting Principal Financial Officer, to allow timely decisions regarding required disclosure. Management necessarily applies its judgment in assessing the costs and benefits of such controls and procedures, which, by their nature, can provide only reasonable assurance regarding management’s control objective.
With the participation of management, the Company’s Chief Executive Officer and acting Principal Financial Officer evaluated the effectiveness of the design and operation of its disclosure controls and procedures as of the end of the period covered by this report. Based on this evaluation, the Company’s Chief Executive Officer and acting Principal Financial Officer concluded that the Company’s disclosures and procedures were effective at June 30, 2006.
Change In Internal Controls
(a) There were no significant changes in the Company's internal controls over financial reporting that occurred during the three month period ended June 30, 2006 that have materially affected, or are reasonably likely to materially affect, the Company’s internal controls over financial reporting.
7
PART II – OTHER INFORMATION
Item 1.
Legal Proceedings.
There were no legal proceedings pending, filed or threatened involving the Company during the three-month period ended June 30, 2006.
Item 2.
Unregistered Sales of Equity Securities and Use of Proceeds.
Not Applicable
Item 3.
Defaults upon Senior Securities.
Not Applicable
Item 4.
Submission of Matters to a Vote of Security Holders.
Not Applicable.
Item 5.
Other Information.
Not Applicable.
Item 6.
Exhibits.
31.1
Certification by Chief Executive Officer pursuant to Section 302 of Sarbanes-Oxley Act of 2002.
31.2
Certification by acting Chief Financial Officer pursuant to Section 302 of Sarbanes-Oxley Act of 2002.
32.1
Certification of Chief Executive Officer and acting Chief Financial Officer pursuant to Section 906 of Sarbanes-Oxley Act of 2002.
8
SIGNATURES
In accordance with the requirements of Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
Date: August 29, 2007 | ONLINE GAMING SYSTEMS, LTD. | |
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| By: | /s/Richard Dunning |
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| Richard Dunning |
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| President |
9
Exhibit Index
Exhibit |
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Number |
| Description |
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31.1 |
| Certification by Chief Executive Officer pursuant to Section 302 of Sarbanes-Oxley Act of 2002. |
31.2 |
| Certification by acting Chief Financial Officer pursuant to Section 302 of Sarbanes-Oxley Act of 2002. |
32.1 |
| Certification of Chief Executive Officer and acting Chief Financial Officer pursuant to Section 906 of Sarbanes-Oxley Act of 2002. |
