UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 10-QSB
Quarterly Report Under Section 13 or 15(d) of
the Securities Exchange Act of 1934
For the Quarter Ended Commission File Number
September 30, 2003 333-51180
OFFICE MANAGERS, INC.
-------------------------
(Exact name of registrant as specified in its charter)
NEVADA
--------------
(State or other jurisdiction of incorporation or organization)
87-0661638
--------------
(I.R.S. Employer Identification No.)
136 East South Temple, Suite 1600, Salt Lake City, Utah 84111
---------------------------------------------------------------
(Address of principal executive offices)
(801) 363-2599
-----------------
(Registrant's telephone number, including area code)
Securities registered pursuant to Section 12 (b) of the Act:
None
-------
Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act
of 1934 during the preceding 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
------ ------
State the number of shares outstanding of each of the registrants classes
of common equity, as of the latest practicable date.
Common stock, par value $.001; 39,048,500 shares outstanding
as of November 10, 2003
PART I - FINANCIAL INFORMATION
Item 1. Financial Statements
OFFICE MANAGERS, INC.
( Development Stage Company )
BALANCE SHEETS
Sepember 30, 2003 and December 31, 2002
<Table>
<Caption>
=====================================================================================
Sept 30, Dec 31,
2003 2002
---------- ----------
ASSETS
CURRENT ASSETS
Cash $ 25,509 $ 90,601
---------- ----------
Total Current Assets 25,509 90,601
---------- ----------
OTHER ASSETS
Office equipment - net of
accumulated depreciation 12,313 13,498
Web site - net of accumulated amortization 4,274 5,027
---------- ----------
$ 42,096 $ 109,126
========== ==========
LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES
Accounts payable $ - $ 1,305
Accounts payable - affiliates 123,923 50,923
---------- ----------
Total Current Liabilities 123,923 52,228
---------- ----------
STOCKHOLDERS' EQUITY (deficit)
Common stock
50,000,000 shares authorized, at $0.001 par value;
36,548,500 shares issued and outstanding at September 30;
34,598,500 shares at December 31 36,549 34,599
Capital in excess of par value 499,845 470,045
Deficit accumulated during the development stage (618,221) (447,746)
---------- ----------
Total Stockholders' Equity (deficit) (81,827) 56,898
---------- ----------
$ 42,096 $ 109,126
========== ==========
</Table>
The accompanying notes are an integral part of these financial statements.
2
OFFICE MANAGERS, INC.
( Development Stage Company )
STATEMENT OF OPERATIONS
For the Three and Nine Months Ended September 30, 2003 and 2002 and the
Period September 19, 2000 (Date of Inception) to September 30, 2003
<Table>
<Caption>
=====================================================================================
Sept 19,
Three Months Nine Months 2000 to
Sept 30, Sept 30, Sept 30, Sept 30, Sept 30,
2003 2002 2003 2002 2003
---------- ---------- ---------- ---------- ----------
REVENUES $ 35 $ - $ 104 $ - $ 104
---------- ---------- ---------- ---------- ----------
EXPENSES
Market development 30,174 - 108,174 - 269,270
Depreciation & amortization 646 - 1,938 - 3,524
Administrative 22,734 96,075 60,467 217,357 316,504
Development of web site -
preliminary project stage - - - 4,027 29,027
---------- ---------- ---------- ---------- ----------
53,554 96,075 170,579 221,384 618,325
---------- ---------- ---------- ---------- ----------
NET LOSS $ (53,519) $ (96,075) $(170,475) $(221,384) $(618,221)
========== ========== ========== ========== ==========
NET LOSS PER COMMON SHARE
Basic and diluted $ - $ - $ - $ (.01)
---------- ---------- ---------- ----------
AVERAGE OUTSTANDING SHARES
Basic (stated in 1000's) 36,549 32,899 35,573 30,228
---------- ---------- ---------- ----------
</Table>
The accompanying notes are an integral part of these financial statements
3
OFFICE MANAGERS, INC.
( Development Stage Company )
STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY
For the Period September 19, 2000 (Date of Inception)
to September 30, 2003
<Table>
<Caption>
=====================================================================================
Common Stock Capital in
------------------------ Excess of Accumulated
Shares Amount Par Value Deficit
----------- ----------- ----------- -----------
Balance September 19, 2000 - $ - $ - $ -
Issuance of common stock for cash
at $.001 - September 19, 2000 16,000,000 16,000 - -
Issuance of common stock for web
site - September 25, 2000
- Note 3 6,000,000 6,000 19,000 -
Issuance of common stock for cash
at $.01 - October 10, 2000 5,000,000 5,000 44,810 -
Net operating loss for the period
September 19, 2000 to December
31, 2000 - - - (47,010)
Issuance of common stock for cash
at $.0012 - January 2001 2,500,000 2,500 500 -
Net operating loss for the year
ended December 31, 2001 - - - (11,639)
Issuance of common stock for cash
at $.10 - net of offering costs
- July 22, 2002 5,098,500 5,099 405,735 -
Net operating loss for year
ended December 31, 2002 - - - (389,097)
Balance December 31, 2002 34,598,500 34,599 470,045 (447,746)
Issuance of common stock for
services at $.001 - January
through March 2003 - net of
cancellations 1,750,000 1,750 - -
Issuance of common stock for
payment of debt at $.15 -
May 30, 2003 200,000 200 29,800
Net operating loss for nine months
ended September 30, 2003 - - - (170,475)
----------- ----------- ----------- -----------
Balance September 30, 2003 36,548,500 $ 36,549 $ 499,845 $ (618,221)
=========== =========== =========== ===========
</Table>
The accompanying notes are an integral part of these financial statements.
4
OFFICE MANAGERS, INC.
( Development Stage Company )
STATEMENT OF CASH FLOWS
For the Nine Months Ended September 30, 2003 and 2002 and the
Period September 19, 2000 (Date of Inception) to September 30, 2003
<Table>
<Caption>
=====================================================================================
Sept 19,
2000 to
Sept 30, Sept 30, Sept 30,
2003 2002 2003
----------- ----------- -----------
CASH FLOWS FROM OPERATING ACTIVITIES
Net loss $ (170,475) $ (221,384) $ (618,221)
Adjustments to reconcile net loss to
net cash provided by operating
activities
Depreciation and amortization 1,938 1,118 3,524
Change in accounts payable 101,695 80,923 153,923
Issuance of capital stock for web site - - 25,000
Issuance of capital stock for services 1,750 - 1,750
----------- ----------- -----------
Net Decrease in Cash From Operations (65,092) (139,343) (434,024)
----------- ----------- -----------
CASH FLOWS FROM INVESTING ACTIVITIES
Purchase of web site - - (5,027)
Purchase of equipment - (11,170) (15,084)
----------- ----------- -----------
CASH FLOWS FROM FINANCING ACTIVITIES
Proceeds from issuance of common stock - 410,834 479,644
----------- ----------- -----------
Net Increase (Decrease) in Cash (65,092) 260,321 25,509
Cash at Beginning of Period 90,601 35,161 -
----------- ----------- -----------
Cash at End of Period $ 25,509 $ 295,482 $ 25,509
=========== =========== ===========
NON CASH FLOWS FROM OPERATING ACTIVITIES
Issuance of 6,000,000 common shares for
web site - 2000 $ 25,000
Issuance of 1,750,000 common shares
(net of cancellations) for services - 2003 1,750
-----------
</Table>
The accompanying notes are an integral part of these financial statements.
5
OFFICE MANAGERS, INC.
( Development Stage Company )
NOTES TO FINANCIAL STATEMENTS
September 30, 2003
===========================================================================
1. ORGANIZATION
The Company was incorporated under the laws of the State of Nevada on
September 19, 2000 with authorized common stock of 50,000,000 shares at
$0.001 par value.
The Company was organized for the purpose of acquiring and developing a
web site on the World Wide Web devoted exclusively to office managers for
the purpose of delivering office products and related professional services
over the internet.
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Accounting Methods
- ------------------
The Company recognizes income and expenses based on the accrual method of
accounting.
Dividend Policy
- ---------------
The Company has not adopted a policy regarding payment of dividends.
Income Taxes
- ------------
The Company utilizes the liability method of accounting for income taxes.
Under the liability method deferred tax assets and liabilities are
determined based on the differences between financial reporting and the tax
bases of the assets and liabilities and are measured using the enacted tax
rates and laws that will be in effect, when the differences are expected to
reverse. An allowance against deferred tax assets is recorded, when it is
more likely than not, that such tax benefits will not be realized.
On September 30, 2003, the Company had a net operating loss carry
forward of $618,221. The tax benefit of approximately $185,000 from the
loss carry forward has been fully offset by a valuation reserve because
the use of the future tax benefit is doubtful since the Company has no
operations. The net operating loss will expire starting 2021 through 2024.
Basic and Dilutive Net Income (Loss) Per Share
- ----------------------------------------------
Basic net income (loss) per share amounts are computed based on the
weighted average number of shares actually outstanding. Diluted earnings
per share is similarly calculated, except that the weighted average number
of common shares outstanding includes common shares that may be issued,
subject to existing rights, with dilutive potential. Dilutive (loss) per
share amounts have not been computed nor presented if it would be anti-
dilutive and for purposes of this report the dilutive shares includes
5,098,500 shares that may be issued as outlined in note 5.
6
OFFICE MANAGERS, INC.
( Development Stage Company )
NOTES TO FINANCIAL STATEMENTS (Continued)
September 30, 2003
===========================================================================
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - continued
Amortization of Web Site
- ------------------------
Costs of the preliminary development of the web site are expensed as
incurred and costs of the application and post- implementation are
capitalized and amortized over the useful life of the fully developed web
site.
Financial Instruments
- ---------------------
The carrying amounts of financial instruments, including cash and accounts
payable, are considered by management to be their estimated fair values.
Recent Accounting Pronouncements
- --------------------------------
The Company does not expect that the adoption of other recent accounting
pronouncements will have a material impact on its financial statements.
Financial and Concentrations Risk
- ---------------------------------
The Company does not have any concentration or related financial credit
risk.
Revenue Recognition
- -------------------
Revenue is recognized on the sale and delivery of a product or the
completion of a service provided.
Statement of Cash Flows
- -----------------------
For the purposes of the statement of cash flows, the Company considers all
highly liquid investments with a maturity of three months or less to be
cash equivalents.
Advertising and Market Development
- ----------------------------------
The company expenses advertising and market development costs as incurred.
Estimates and Assumptions
- -------------------------
Management uses estimates and assumptions in preparing financial statements
in accordance with accounting principles generally accepted in the United
States of America. Those estimates and assumptions affect the reported
amounts of the assets and liabilities, the disclosure of contingent assets
and liabilities, and the reported revenues and expenses. Actual results
could vary from the estimates that were assumed in preparing these
financial statements.
7
OFFICE MANAGERS, INC.
( Development Stage Company )
NOTES TO FINANCIAL STATEMENTS (Continued)
September 30, 2003
===========================================================================
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - continued
Office equipment
- ----------------
Office equipment is depreciated over 3 and 7 years using the straight line
method.
Cost $ 15,084
Less accumulated depreciation (2,771)
------------
Net $ 12,313
============
3. ACQUISITION OF WEB SITE
On September 25, 2000 the Company acquired the web site and the domain name
"officemanagers.net",(which was in the preliminary development stage) from
Apex Resources, Inc.(an affiliate), by the issuance of 6,000,000 common
shares of the Company, for the purpose of pursuing its business interest
as outlined in note 1. The value of the web site was recorded at
$25,000, the acquisition cost to Apex Resources, Inc., before the sale
to the Company.
Costs of the preliminary development of the web site are expensed as
incurred and costs of the application and post- implementation are
capitalized and amortized over an estimated useful life of five years.
4. SIGNIFICANT TRANSACTIONS WITH RELATED PARTIES
Officers-directors, employees, and Apex Resources, Inc. (an affiliate by
common officers) have acquired 30 % of the common stock issued.
Apex Resources, Inc. has made a no interest demand loan to the Company of
$118,923
5. CAPITAL STOCK
From September 2000 to January 2001 the Company completed private
placement offerings of 23,500,000 common shares for $68,810.
During July 2002 the Company completed the sale of an offering of
5,098,500 units at $.10 per unit. Each unit consists of one share of common
stock, one redeemable A warrant to purchase an additional common share
at $.50 by July 10, 2003 (expired), and one redeemable B warrant to
purchase an additional common share at $1.20 by July 10, 2007 which could
amount to the issuance of 5,098,500 additional shares. On the report date
no warrants had been redeemed.
During January and February 2003 the Company issued 1,750,000 restricted
common shares (net of cancellations during June 2003) for services and
200,000 shares for payment of debt.
8
OFFICE MANAGERS, INC.
( Development Stage Company )
NOTES TO FINANCIAL STATEMENTS (Continued)
September 30, 2003
===========================================================================
5. CAPITAL STOCK - continued
During October 2003, subsequent to the balance sheet date, the Company
issued 2,500,000 restricted common shares for $50,000.
6. CONTINUING LIABILITIES
The Company is obligated under a month to month office lease.
7. GOING CONCERN
The Company intends to continue the development of its business interests,
however, there is insufficient working capital necessary to be successful
in this effort and to service its debt which raises substantial doubt about
its ability to continue as a going concern.
Continuation of the Company as a going concern is dependent upon obtaining
additional working capital and the management of the Company has developed
a strategy, which it believes will accomplish this objective, through
related party loans, long term financing, and additional equity funding,
which will enable the Company to operate for the coming year.
Item 2. Plan of Operations
This Form 10-QSB contains certain forward-looking statements. For
this purpose any statements contained in this Form 10-QSB that are not
statements of historical fact may be deemed to be forward-looking
statements. Without limiting the foregoing, words such as "may," "will,"
"expect," "believe," "anticipate," "estimate" or "continue" or comparable
terminology are intended to identify forward-looking statements. These
statements by their nature involve substantial risks and uncertainties.
Actual results may differ materially depending on a variety of factors.
For a complete understanding, this Plan of Operations should be read in
conjunction with Part I- Item 1. Financial Statements to this Form 10- QSB.
General
- -------
Office Managers, Inc., is a Nevada corporation acting primarily as a
consultant to businesses helping them match their needs to the goods and
services of reputable providers. The Company is considered a development
stage company because it has not yet generated revenue from sale of its
products. Since its inception, the Company has devoted substantially all
of its efforts to developing its service and product offerings and to the
search for sources of capital to fund its efforts.
9
To date, the Company has realized no income from its credit and
collections professional referral service. The Company believes this is
due to several factors. The Company has chosen to seek to develop at least
a minimal referral network before actively marketing its service to small
business and home office business owners. The Company has had difficulty
in retaining the services of qualified credit and collections professionals
for inclusion in its network. The Company believes this is due to doubts
on the part of credit and collections professionals about whether the $100
referral fee they pay will be worth the referral they will receive;
questions about the quantity and quality of referrals the Company will be
able to provide; and a lack of knowledge about the Company's services
because the Company's direct marketing campaign to enroll credit and
collections individuals has not commenced. Given its current financial
situation, the Company is uncertain when it may begin this direct marketing
campaign. If the Company cannot convince a sufficient number of credit and
collections professionals of the value of becoming a member of its referral
database, the Company will have no service to provide to its targeted
markets.
Subsequent to September 30, 2003, the Company decided to discontinue
its relationship with Yourshaw Engineering and Dr. David Wagner in
connection with its efforts to develop a commercially viable anaerobic
digester system. This decision was made based on various factors including
increasing costs and the failure of the parties to demonstrate a
commercially viable anaerobic digester system. The Company, through Vogue
Environmental Solutions, Inc., ("Vogue") will continue to identify other
environmental projects that it believes will fit strategically within the
framework of the Company.
On September 5, 2003, the Company formed a wholly-owned subsidiary
Western Gas Corporation ("Western Gas") in Nevada to engage in natural gas
and oil exploration and drilling. Western Gas entered into a Letter
Agreement with Ken Lyons Company of San Angelo, Texas ("Lyons") to
participate on a percentage basis in the Lightner Prospect gas drilling
program in Concho and McCulloch Counties, Texas. Pursuant to the Letter
Agreement, Western Gas received a 5.625% working interest in the leases
covering the land and a 4.5% net revenue interest in the leases. The Le
Clair #1-A Krieg Well in Concho County was drilled to a depth of 1,750
feet. The final end of well report indicates that the well was of no
commercial value. No further drilling will be done at that site. The
Company's proportionate share of the costs associated with this dry hole
were $8,935.
On September 30 2003, Western Gas entered into a Participation
Agreement with PB Energy USA, Inc., to participate in an oil and gas
prospect on certain prospect lands in Goliad County, Texas. Under the
Participation Agreement, Western Gas received a 2.5% participation interest
share in the prospect for $7,500. Western Gas will have a net revenue
share of 1.875% of 75% of the test well upon completion. PB Energy expects
drilling to a depth of 6,400 feet to begin in the Spring of 2004.
Source of Funds
As discussed above, on July 10, 2002, the Company closed its initial
public offering pursuant to an effective registration statement with the
SEC. The Company received total gross proceeds of $509,850 from the
offering. Since that time, the Company has relied on the proceeds of that
offering to fund its operations. As of September 30, 2003, the Company has
spent all of the funds raised in the offering.
During the quarter, the Company borrowed $46,500 from Apex Resources
Group, Inc., a related-party, as a no interest demand loan.
10
As the Company has expended all of the funds it raised in its public
offering, and as it is not currently realizing revenue from its operations,
the Company will need to seek additional funding from third parties. This
funding may be sought by means of private equity or debt financing by the
Company. The Company currently has no commitments from any party to
provide funding and there is no way to predict when, or if, any such
funding could materialize. There is no assurance that the Company will be
successful in obtaining additional funding on attractive terms or at all.
If the Company is unsuccessful in obtaining additional funding during the
fourth quarter of 2003, the Company may be unable to continue operations as
it has insufficient working capital necessary to meet its expenses and
service its debt.
Results of Operations
During the period from inception, September 19, 2000, to September 30,
2003, the Company has not generated any income from the sale of services or
products. The Company has earned $104 in interest in the nine months ended
September 30, 2003. The Company does not expect to generate any material
revenues from its credit and collections referral service or online office
product sales until at least the first quarter of 2004, if at all.
Moreover, with the termination of its relationship with Yourshaw
Engineering and Dr. David Wagner, the Company will discontinue its efforts
to develop a commercially viable anaerobic digester. At this time the
Company will use substantially all of its resources for further development
of its website, referral database and to investigate other environmental
projects.
As of September 30, 2003, the Company had an accumulated deficit of
$618,221 funded by paid-in capital. At September 30, 2003, the Company had
total current liabilities of $123,923 compared to total current liabilities
of $52,228 on September 30, 2002. This increase is the result of increased
borrowing by the Company to fund its operations in 2003 as compared to
2002.
During the nine months ended September 30, 2003, the Company has spent
$108,174 in market development expenses compared to $0 in the same period
2002, including $30,174 in the three month period ended September 30, 2003,
compared to $0 in the same three month period ended September 30, 2002.
The increase in market development expenses is due primarily to the
Company's efforts in connection with the development of its web-based
referral service and its prototype anaerobic digester, which the Company
had not begun to develop during the quarter ended June 30, 2002. During
the nine months ended and the quarter ended September 30, 2003, the Company
spent $60,467 and $22,734, respectively in administrative expenses compared
to $217,357 and $96,075 in the corresponding periods of 2002. Part of the
reduction in administrative expense is the result of the Company
eliminating its employees and compensating its officers for their services
as consultants in connection with their market development efforts. During
the quarter ended September 30, 2003, officers of the Company received
consulting fees of approximately $16,500.
During the nine months ended September 30, 2003 and the quarter ended
September 30, 2003, the Company had losses from operations of $170,475 and
$53,519 respectively, compared to losses in the same periods of 2002 of
$221,384 and $96,075, respectively. The decreased losses are primarily the
result of the Company scaling back its active operations as funds available
to the Company have decreased. As the Company obtains additional funding
it expects its administrative expenses to increase.
11
Liquidity and Capital Resources
The Company has financed its operations mainly through the sale of its
common stock and through loans from related parties. Since inception, the
Company has been entirely dependent on outside sources of financing for
continuation of operations. As stated previously, there is no assurance
that the Company will be successful in obtaining additional funding on
acceptable terms or at all. During the quarter ended September 30, 2003,
the Company borrowed $51,500 from related parties for operations. As of
September 30, 2003, the Company had cash on hand of $25,509. Subsequent to
September 30, 2003, the Company sold 2,500,000 restricted common shares for
$50,000 cash. The Company anticipates that it has sufficient funds to
maintain operations through the end of the fourth quarter.
During the quarter ended September 30, 2003, the Company was paying
monthly consulting fees to its President, John Hickey and two other
consultants for services rendered to the Company. The total fees paid to
these individuals on a monthly basis was approximately $6,000. During
September, the Company discontinued the services of two of the consultants.
The Company does not anticipate hiring employees in the foreseeable future
unless it is successful in securing additional funding. As the Company has
basically exhausted the funds raised in the offering, unless it is able to
raise additional funds, it is unlikely the Company will be able to continue
to retain the services of some or any of these consultants beyond the
current quarter.
Item 3. Controls and Procedures
(a) Evaluation of Disclosure Controls and Procedures.
-------------------------------------------------
The Company's Chief Executive Officer and Chief Financial Officer
have conducted an evaluation of the Company's disclosure controls and
procedures as of a date (the "Evaluation Date") within 90 days before the
filing of this quarterly report. Based on their evaluation, the Company's
Chief Executive Officer and Chief Financial Officer have concluded that the
Company's disclosure controls and procedures are effective to ensure that
information required to be disclosed by the Company in reports that it
files or submits under the Securities Exchange Act of 1934 is recorded,
processed, summarized and reported within the time periods specified in the
applicable Securities and Exchange Commission rules and forms.
(b) Changes in Internal Controls and Procedures.
--------------------------------------------
Subsequent to the Evaluation Date, there were no significant
changes in the Company's internal controls or in other factors that could
significantly affect these controls, nor were any corrective actions
required with regard to significant deficiencies and material weaknesses.
PART II - OTHER INFORMATION
Item 2. Changes in Securities
No instruments defining the rights of the holders of any class of
registered securities have been materially modified, limited or qualified
during the quarter ended September 30, 2003.
On October 20, 2003, the Company sold 500,000 restricted common shares
to Robert Gill for $10,000. The shares were issued without registration
under the Securities Act of 1933 in reliance on an exemption from
registration provided by Section 4(2) of the Securities Act. No general
solicitation was made in connection with the offer or sale of these
securities.
12
On October 20, 2003, the Company sold 1,500,000 restricted common
shares to Michael Gill for $30,000. The shares were issued without
registration under the Securities Act of 1933 in reliance on an exemption
from registration provided by Section 4(2) of the Securities Act. No
general solicitation was made in connection with the offer or sale of these
securities.
On October 20, 2003, the Company sold 500,000 restricted common shares
to Krystle Gill for $10,000. The shares were issued without registration
under the Securities Act of 1933 in reliance on an exemption from
registration provided by Section 4(2) of the Securities Act. No general
solicitation was made in connection with the offer or sale of these
securities.
During the quarter ended September 30, 2003, the Company used the
remaining $10,382 of the proceeds of the offering to cover working capital
costs. Approximately $3,000 of the proceeds of the offering were paid to
officers and directors of the Company as compensation incidental to their
employment with the Company during the quarter ended September 30, 2003.
Item 4. Submission of Matters to a Vote of Security Holders
On November 7, 2003, a Special Meeting of the Stockholders of the
Company was held. A proxy statement was distributed to the stockholders of
the Company and proxies were solicited by the Company. At the Special
Meeting of Stockholders, a number of matters were considered and voted
upon. Following is a brief description of the matters voted upon and the
results of the shareholder votes:
At the meeting the stockholders were asked to vote on amendments to
the Company's Articles of Incorporation to: (a) change the name of the
Company to "Omega Ventures Group, Inc.; (b) to increase the authorized
common stock of the Company from 50,000,000 to 400,000,000 shares; and (c)
to create a class of preferred stock consisting of 100,000,000 shares.
These amendments were recommended by the Board of Directors of the Company.
During the meeting, 29,096,244 shares were voted in favor of the name
change, 70,000 shares were voted against and 6,000 shares abstained;
29,024,244 shares voted in favor and 147,000 voted against of increasing
the authorized common stock of the Company, 1,000 abstained from voting on
this matter; and 24,954,700 shares voted in favor, 137,000 voted against
and 7,000 abstained from voting to create a class of preferred stock. The
Company has prepared Amended Articles of Incorporation to accomplish these
actions and is in the process of filing the Amended Articles with the State
of Nevada.
At the meeting the stockholders were asked to vote on an amendment to
the Company's Articles of Incorporation to effect a reverse split of the
Company's outstanding common shares at an exchange rate of one share for
ten shares. The board of directors of the Company recommend the approval
of the reverse split. During the meeting, 4,842,644 voted in favor of the
reverse split, 24,328,600 voted against the reverse split and 1,000
abstained from voting. Accordingly, the Company will not effect of reverse
split of its outstanding common shares.
13
At the meeting the stockholders were asked to elect directors to the
Company's board of directors to serve for a period of one year and until
their successors were elected and qualified. John M. Hickey, John Ray
Rask, Charles P. Smith and Robert Gill were nominated to serve as
directors. Following are the results of the voting for these individuals:
<Table>
<Caption>
For Against Abstained
----- ------- ---------
John M. Hickey 29,107,244 5,000 60,000
John Ray Rask 29,112,244 -0- 60,000
Charles P. Smith 29,102,244 10,000 60,000
Robert Gill 29,107,244 5,000 60,000
</Table>
Consistent with the voting of stockholders each of the named
individuals was named to the board of directors of the Company. The
biographical information about each of the above referenced individuals
contained in the Definitive Proxy Statement filed by the Company on
September 30, 2003, is incorporated herein by this reference.
At the meeting the stockholders voted 24,851,700 shares for, 210,000
shares against and 31,000 abstained from approving the Omega Ventures
Group, Inc., 2003 Stock Option Plan (the "Plan"). The Plan permits the
granting of up to 1,000,000 shares of common stock of the Company to its
key employees, advisors and consultants.
At the meeting the stockholders voted 29,154,244 shares for, 3,000
shares against and 16,000 shares abstained from ratifying the selection of
Sellers & Andersen, L.L.C., as independent auditors of the Company for the
2003 fiscal year.
The stockholders also voted to ratify the actions of the Company
officers and directors for the last fiscal year and for the period from the
fiscal year end through the date of the Special Meeting. The results of
this vote were 28,981,244 shares for, 185,000 shares against and 16,000
abstaining.
No other business was transacted at the Special Meeting of
Stockholders.
Item 5. Other Information
Subsequent to September 30, 2003, the Company decided to discontinue
its relationship with Yourshaw Engineering and Dr. David Wagner in
connection with its efforts to develop a commercially viable anaerobic
digester system. This decision was made based on various factors including
increasing costs and the failure of the parties to demonstrate a
commercially viable anaerobic digester system. The Company, through Vogue
Environmental Solutions, Inc., ("Vogue") will continue to identify other
environmental projects that it believes will fit strategically within the
framework of the Company.
Item 6. Exhibits and Reports on Form 8-K
(A) Reports on Form 8-K
None.
14
(B) Exhibits. The following exhibits are included as part of this
report:
<Table>
<Caption>
Exhibit No. Exhibit Location
- ----------- ---------------------------------- ----------------------------------
3.1 Certificate of Amendment to the Attached hereto
Articles of Incorporation
4.1 Omega Ventures Group, Inc. 2003 Incorporated herein by reference
Stock Option Plan to the Revised Definitive Proxy
Statement filed on October 30, 2003
31.1 Certification of Principal
Executive Officer Attached hereto
31.2 Certification of Principal
Financial Officer Attached hereto
32.1 Certification pursuant to
Section 906 of the Attached hereto
Sarbanes-Oxley Act of 2002
</Table>
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
the registrant has duly caused this to be signed on its behalf by the
undersigned thereunto duly authorized.
OFFICE MANAGERS, INC.
November 12, 2003 /s/ John M. Hickey
--------------------------------------------
John M. Hickey, Principal Executive Officer
November 12, 2003 /s/ John Ray Rask
--------------------------------------------
John Ray Rask, Principal Financial Officer
15