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
March 31, 2004 333-51180
OMEGA VENTURES GROUP, INC.
------------------------------
Formerly known as 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; 39,973,500 shares outstanding
as of May 18, 2004
PART I - FINANCIAL INFORMATION
Item 1. Financial Statements
OMEGA VENTURES GROUP, INC. AND SUBSIDIARIES
( Development Stage Company)
CONSOLIDATED BALANCE SHEETS
March 31, 2004 and December 31, 2003
<Table>
<Caption>
===========================================================================
Mar 31, Dec 31,
2004 2003
------------ ------------
ASSETS
CURRENT ASSETS
Cash $ 303 $ 1,006
------------ ------------
Total Current Assets 303 1,006
------------ ------------
FURNITURE AND EQUIPMENT - net depreciation 9,294 10,135
------------ ------------
OTHER ASSETS
Surety deposit 25,291 25,000
Web site - net of accumulated amortization 3,771 4,022
Land 131,500 79,400
------------ ------------
160,562 108,422
------------ ------------
$ 170,159 $ 119,563
============ ============
LIABILITIES AND STOCKHOLDERS' DEFICIENCY
CURRENT LIABILITIES
Note payable - land - current $ 15,767 $ 4,584
Accounts payable - affiliates 142,743 125,977
Accounts payable 45,014 47,509
------------ ------------
Total Current Liabilities 203,524 178,070
------------ ------------
LONG TERM NOTE PAYABLE -
land - net of current 107,008 64,176
------------ ------------
STOCKHOLDERS' DEFICIENCY
Preferred stock
100,000,000 shares authorized, at $.001
par value - none issued - -
Common stock
400,000,000 shares authorized, at $0.001
par value; 39,973,500 shares issued and
outstanding 39,974 38,974
Capital in excess of par value 642,810 628,810
Deficit accumulated during the development
stage (823,157) (790,467)
------------ ------------
Total Stockholders' Deficit (140,373) (122,683)
------------ ------------
$ 170,159 $ 119,563
============ ============
</Table>
The accompanying notes are an integral part of these financial statements.
OMEGA VENTURES GROUP, INC. AND SUBSIDIARIES
( Development Stage Company)
CONSOLIDATED STATEMENTS OF OPERATIONS
For the Three Months Ended March 31, 2004 and 2003 and the period
September 19, 2000 (Date of Inception) to March 31, 2004
<Table>
<Caption>
================================================================================
Mar 31, Mar 31, Sept 19, 2000
2004 2003 to Mar 31, 2004
------------ ------------ ------------
REVENUES $ - $ - $ 183
------------ ------------ ------------
EXPENSES
Market development 7,542 50,530 364,807
Exploration 15,000 - 31,434
Development of web site -
preliminary project stage - - 25,000
Depreciation & amortization 1,092 646 7,046
Administrative 7,141 28,767 393,138
------------ ------------ ------------
30,775 79,943 821,425
------------ ------------ ------------
NET LOSS - before other expense (30,775) (79,943) (821,212)
INTEREST EXPENSE (1,915) - (1,915)
------------ ------------ ------------
NET LOSS $ (32,690) $ (79,943) $ (823,157)
============ ============ ============
NET LOSS PER COMMON SHARE
Basic and dilutive $ - $ -
------------ ------------
AVERAGE OUTSTANDING SHARES -
(stated in 1,000's)
Basic 38,974 36,598
------------ ------------
Diluted 44,073 -
------------ ------------
</Table>
The accompanying notes are an integral part of these financial statements
3
OMEGA VENTURES GROUP, INC. AND SUBSIDIARIES
( Development Stage Company)
STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY
For the Period September 19, 2000 (Date of Inception)
to March 31, 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)
Issuance of common stock for
services at $.04 - January through
March 2003 - net of cancellations 1,750,000 1,750 68,250 -
Issuance of common stock for expenses
at $.02 - March 27, 2003 125,000 125 2,375 -
Issuance of common stock for cash
at $.15 - May 30, 2003 200,000 200 29,800
Issuance of common stock for cash
at $.023 - October 20, 2003 2,500,000 2,500 55,140 -
Issuance of common stock for expenses
at $.01 - December 2, 2003 300,000 300 2,700 -
Return and cancellation of common
stock - December 2003 (500,000) (500) 500 -
Net operating loss for the year
ended December 31, 2003 - - - (342,721)
----------- --------- --------- ----------
Balance December 31, 2003 38,973,500 38,974 628,810 (790,467)
Issuance of common stock for cash
at $.015 - February 20, 2004 1,000,000 1,000 14,000 -
Net operating loss for the three
months ended March 31, 2004 - - - (32,690)
----------- --------- --------- ----------
Balance March 31, 2004 39,973,500 $ 39,974 $ 642,810 $(823,157)
=========== ========= ========= ==========
</Table>
The accompanying notes are an integral part of these financial statements
4
OMEGA VENTURES GROUP, INC. AND SUBSIDIARIES
( Development Stage Company)
CONSOLIDATED STATEMENTS OF CASH FLOWS
For the Three Months Ended March 31, 2004 and 2003 and the Period
September 19, 2000 (Date of Inception) to March 31, 2004
<Table>
<Caption>
=====================================================================================
Sept 19, 2000
Mar 31, Mar 31, to Mar 31,
2004 2003 2004
------------ ------------ --------------
CASH FLOWS FROM OPERATING ACTIVITIES
Net loss $ (32,690) $ (79,943) $ (823,157)
Adjustments to reconcile net loss to
net cash provided by operating
activities
Depreciation & amortization 1,092 646 7,046
Change in security deposit (291) - (291)
Change in accounts payable 16,186 28,695 189,672
Issuance of capital stock for web site - - 25,000
Issuance of capital stock for services - 4,229 75,500
------------ ------------ --------------
Net Decrease in Cash From Operations (15,703) (46,373) (526,230)
------------ ------------ --------------
CASH FLOWS FROM INVESTING ACTIVITIES
Surety deposit - - (25,000)
Purchase of web site - - (5,027)
Purchase land - - (79,400)
Purchase of equipment - - (15,084)
------------ ------------ --------------
- - (124,511)
------------ ------------ --------------
CASH FLOWS FROM FINANCING ACTIVITIES
Change in note payable - - 68,760
Net proceeds from issuance of common stock 15,000 - 582,284
------------ ------------ --------------
15,000 - 651,044
------------ ------------ --------------
Net change in Cash (703) (46,373) 303
Cash at Beginning of Period 1,006 90,601 -
------------ ------------ --------------
Cash at End of Period $ 303 $ 44,228 $ 303
============ ============ ==============
NON CASH FLOWS FROM OPERATING ACTIVITIES
Issuance of 6,000,000 common shares for
web site - 2000 $ 25,000
--------------
Issuance of 2,175,000 common shares for
services - 2003 75,500
--------------
</Table>
The accompanying notes are an integral part of these financial statements.
5
OMEGA VENTURES GROUP, INC. AND SUBSIDIARIES
( Development Stage Company)
NOTES TO FINANCIAL STATEMENTS
March 31, 2004
===========================================================================
1. ORGANIZATION
The Company was incorporated under the laws of the State of Nevada on
September 19, 2000 with the name "Office Managers, Inc" with authorized
common stock of 50,000,000 shares at $0.001 par value. On November 13,
2003, the name was changed to "Omega Ventures Group, Inc." in connection
with an increase in the authorized common stock to 400,000,000 shares,
with the same par value, and the addition of authorized preferred shares of
100,000,000 shares with a par value of $.001. No terms have been determined
for the preferred stock and no shares have been issued.
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.
On February 13, 2003, the Company organized "Vogue Environmental Solutions,
Inc"., a wholly owned subsidiary. Vogue has no assets or liabilities and
no operations.
On September 5, 2003, the Company organized "Western Gas Corporation" , a
wholly owned subsidiary, and was organized for the purpose of the
acquisition and exploration of oil and gas leases.
On November 24, 2003, the Company organized "Arizona Land Corporation", a
wholly owned subsidiary, for the purpose of engaging in land development.
The Company is in the development stage.
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.
6
OMEGA VENTURES GROUP, INC. AND SUBSIDIARY
( Development Stage Company)
NOTES TO FINANCIAL STATEMENTS (Continued)
March 31, 2004
===========================================================================
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - continued
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 net income
(loss) per share amounts are computed using the weighted average number of
common shares and common equivalent shares outstanding as if shares had
been issued on the exercise of any common share rights unless the exercise
becomes antidilutive and then only the basic per share amounts are shown in
the report.
The dilutive common shares includes 5,098,500 shares that may be issued.
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 March 31, 2004, the Company and its subsidiaries had a net operating
loss available for carry forward of $823,157. The income tax benefit of
approximately $247,000 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 in 2024.
Capitalization of Oil Leases Costs
- -------------------------------------
The Company uses the successful efforts cost method for recording its oil
lease interests, which provides for capitalizing the purchase price of the
project and the additional costs directly related to proving the
properties and amortizing these amounts over the life of the reserve when
operations begin or a shorter period if the property is shown to have an
impairment in value or expensing the remaining balance if it is proven to
be of no value. Expenditures for oil well equipment are capitalized and
depreciated over their useful lives.
Environmental Requirements
- --------------------------
At the report date environmental requirements related to the oil and
gas leases acquired are unknown and therefore an estimate of any future
cost cannot be made.
7
OMEGA VENTURES GROUP, INC. AND SUBSIDIARY
( Development Stage Company)
NOTES TO FINANCIAL STATEMENTS (Continued)
March 31, 2004
===========================================================================
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. The web site is fully developed and amortization over five years
was started in 2003.
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 will be recognized on the sale and delivery of a product or the
completion of a service provided.
Advertising and Market Development
- ----------------------------------
The Company will expense advertising and market development costs as
incurred.
Principles of Consolidation
- ---------------------------
The consolidated financial statements include the assets, liabilities, and
operations of the Company and its wholly owned subsidiaries. All
intercompany transactions have been eliminated.
8
OMEGA VENTURES GROUP, INC. AND SUBSIDIARY
( Development Stage Company)
NOTES TO FINANCIAL STATEMENTS (Continued)
March 31, 2004
===========================================================================
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - continued
Estimates and Assumptions
- -------------------------
Management uses estimates and assumptions in preparing financial statements
in accordance with generally accepted accounting principles. 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.
Office equipment
- ----------------
Office equipment is depreciated over 3 and 7 years using the straight line
method.
Cost $ 15,084
Less accumulated depreciation 5,790
---------
Net 9,294
=========
3. OIL AND GAS LEASES
During September 2003 Western Gas Corporation (subsidiary) acquired an
undivided 2.5% working interest, with a 1.875% net revenue in a 75%
interest, in an oil and gas lease known as "Manahuilla Creek Prospect"
located in Goliad County , Texas.
The lease has not been proven and therefore all costs for acquisition and
exploration have been expensed.
4. 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.
The web site is fully developed and amortization started in 2003.
9
OMEGA VENTURES GROUP, INC. AND SUBSIDIARY
( Development Stage Company)
NOTES TO FINANCIAL STATEMENTS (Continued)
March 31, 2004
===========================================================================
5. LONG TERM NOTE PAYABLE
Arizona Land Corporation (subsidiary) is obligated under a two installment
sales contracts for the purchase of land. The payments due, under the
contracts, are 180 monthly payments of $1,327, including interest of 11%.
6. SIGNIFICANT TRANSACTIONS WITH RELATED PARTIES
Officers-directors, and Apex Resources, Inc. (an affiliate by common
officers) have acquired 34% of the common stock issued.
The Company affiliates have made no interest demand loans to the Company
of $147,743.
7. CAPITAL STOCK
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 would
amount to the issuance of 5,098,500 additional shares. On the report date
no warrants had been redeemed.
During 2003 the Company issued 2,175,000 restricted common shares for
services and 2,700,000 for cash.
During February 2004 the Company issued 1,000,000 restricted common shares
for $15,000.
8. 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.
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 short
term 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.
10
General
- -------
The primary business of Omega Ventures Group Inc., is to oversee the
operations of its three wholly-owned subsidiaries:
- Western Gas Corporation
- Arizona Land Corporation
- Vogue Environmental Solutions, Inc.
Western Gas Corporation
-----------------------
Western Gas Corporation ("Western Gas") was incorporated in Nevada on
September 5, 2003 for the purpose of acquiring and managing small
percentage interests in a diversified portfolio of oil and gas projects
throughout North America.
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 ("Manahuilla
Creek.Field"). The Manahuilla Creek Field comprises 855 acres of leases
subject to a 25% royalty. Under the leases, PB Energy is required to pay
100% of the costs of the first produced well to earn its 75% working
interest. All subsequent development wells are subject to paying 75% of
the costs. Under the Participation Agreement with PB Energy, Western Gas
received a 2.5% participation interest share in the prospect for $7,500 and
two cash calls for an additional $15,000 in total. Western Gas will have a
net revenue share of 1.875% of 75% of test well upon completion.
During the first quarter 2004, the Company received notice from PB
Energy that the site preparation at the Manahuilla Creek Field, including
construction of 300 feet of gravel roadbed, pressure testing of the
saltwater disposal well and creation of a containment pit at the site was
underway. Also, a turnkey drilling contract had been signed, with drilling
to an expected depth of 6,800 feet to commence during the second quarter of
2004.
Arizona Land Corporation
------------------------
On November 24, 2003, the Company incorporated Arizona Land
Corporation ("Arizona Land") in Nevada. Based on the belief that as the
baby-boomer generation retires, they will seek to retire to warm climates,
such as Florida and Arizona, Arizona Land was formed to acquire and manage
land assets in Arizona. While Arizona Land may consider acquisition of
all types of real estate, at this time, its primary focus is toward the
acquisition of undeveloped acreage for investment purposes.
In the Annual Report on Form 10-KSB filed on April 14, 2004, the
Company disclosed that in November 2003, Arizona Land acquired three
undeveloped lots in the Woodland Valley Ranch, located in Apache County in
northern Arizona. In the Annual Report, the Company inadvertently stated
that the total purchase price of the lots as $149,397. The actual purchase
price was $76,400. The Annual Report also stated the current principal
balance is approximately $138,605, the correct principal balance at that
time was $70,675.
11
In January 2004, Arizona Land acquired 2 undeveloped lots, totaling 75
acres of real property, in Elk Valley Ranch. Elk Valley Ranch is near the
Woodland Valley Ranch and is about 15 miles east of St. Johns, Arizona.
Arizona Land agreed to purchase the lots for a total purchase price of
$102,403, including a down payment of $5,210 and monthly payments of $540
for 180 months. Arizona Land acquired these properties for investment
purposes and has no present intent to develop or improve these parcels.
Vogue Environmental Solutions, Inc.
-----------------------------------
On February 13, 2003, the Company formed Vogue Environmental
Solutions, Inc., a Nevada corporation, ("Vogue") to explore the animal
waste management industry and to consult on and participate in the design,
construction, production and marketing of animal waste digester systems.
Subsequent to September 30, 2003, the Company decided to discontinue its
efforts to develop an animal waste digester. This decision was based on
various factors including increasing costs and the failure of Vogue to
demonstrate a commercially viable anaerobic digester system. With the
decision to discontinue development of an anaerobic digester, Vogue will
continue to focus its efforts on identifying other environmentally-friendly
solutions for existing industrial problems. To this end, during the fourth
quarter 2003, Vogue undertook a feasibility study on power generation
through the use of wind turbine systems. The Company's feasibility study
is ongoing, but pending the completion of the study, the Company hopes to
take advantage of opportunities it perceives to be available in the
production of wind turbine generated electricity.
Source of Funds
- ---------------
On July 10, 2002, the Company closed its initial public offering
pursuant to an effective registration statement with the SEC. The Company
received total net proceeds of $410,834 from the offering. From July 10,
2002, until the third quarter 2003, the Company relied primarily on the
proceeds of that offering to fund its operations. By the end of the third
quarter 2003, the Company had spent all of the funds raised in the
offering. Since that time the Company has been dependent upon loans from
related parties and private sales of its securities to fund its operations.
The NOTE 8 OF THE NOTES TO THE UNAUDITED CONSOLIDATED FINANCIAL
STATEMENTS states that the Company will need additional capital to service
its debt and funds it planned activities, which raises substantial doubt
about the Company's ability to continue as a going concern. The Company
has never generated revenue and it is unlikely the Company will realize any
significant revenue during the first half of 2004, which also raises
substantial doubt about the Company's ability to continue as a going
concern. To continue operations, the Company will need to obtain 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, the Company may be unable to continue operations as it has
insufficient working capital necessary to meet its expenses and service its
debt.
12
Results of Operations
- ---------------------
During the period from inception, September 19, 2000, to March 31,
2004, the Company has generated no revenue. The Company does not expect to
generate any material revenues during the first half of 2004.
As of March 31, 2004, the Company had an accumulated deficit of
$823,157 funded by paid-in capital, compared to an accumulated deficit of
$527,689. At March 31, 2004, the Company had total current liabilities of
$194,256 compared to total current liabilities of $80,923 on March 31,
2003. These increases are the result of increased borrowing by the Company
to fund its operations and acquire real estate in 2004 as compared to 2003.
During the quarter ended March 31, 2004, the Company spent $7,542 in
market development expenses compared to $50,530 in the same period 2003.
The decrease in market development expenses is primarily the result of the
Company having very limited resources to fund its operations and therefore,
scaling back the number of employees and consultants hired by the Company.
During the three months ended March 31, 2004, the Company spent $7,141 on
administrative expenses compared to $28,767 in the corresponding period of
2003. This decrease in administrative expense is primarily the result of a
reduction in the overall activity of the Company dictated by the Company's
lack of funds.
During the quarter ended March 31, 2004, the Company realized a net
loss of $32,690 compared to a net loss of $79,943 for the same period 2003.
This decrease in loss is primarily the result of the Company scaling back
its active operations as funds available to the Company have diminished.
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 upon 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 March 31, 2004, the
Company borrowed $16,766 from Apex Resources Group, Inc., ("Apex") and
other related parties, in no interest demand loans to fund operations,
bring the total amount the Company owes related parties to $142,743. As
of March 31, 2004, the Company had cash on hand of $303. During the
quarter, the Company sold 1,000,000 restricted common shares for $15,000
cash. It is unclear at this time whether the Company will have sufficient
funds to maintain operations through the second quarter of 2004.
As discussed above, the Company has exhausted the funds raised in its
initial public offering, and all funds subsequently raised in private
placement transactions. Moreover, it is unlikely the Company will realize
material revenue from the operations of any of its subsidiaries in the
first half of 2004. Therefore, unless the Company is able to raise
additional funding through the sell of equity or debt securities, it is
unclear how long the Company may be able to continue operations.
13
Item 3. Controls and Procedures
(a) Evaluation of Disclosure Controls and Procedures.
-------------------------------------------------
The Company's Principal Executive Officer and Principal Financial
Officer have conducted an evaluation of the Company's disclosure controls
and procedures as of a date (the "Evaluation Date") within 90 days of
filing this quarterly report. Based on their evaluation, the Company's
Principal Executive Officer and Principal 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 March 31, 2004.
On February 20, 2004, the Company sold 1,000,000 restricted common
shares to Global Capital S.A. for $15,000. 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.
Item 6. Exhibits and Reports on Form 8-K
(A) Reports on Form 8-K
On March 2, 2004, the Company filed a Current Report on Form 8-K
disclosing that on or about January 30, 2004, the Company had changed
independent auditors from Sellers & Andersen, to Madsen & Associates, CPAs,
Inc. This change was not the result of any disagreement between the
Company and Sellers & Andersen.
(B) Exhibits. The following exhibits are included as part of this
report:
Exhibit No. Exhibit
31.1 Certification of Principal Executive Officer pursuant
to Section 302 of the Sarbanes-Oxley Act of 2002
31.2 Certification of Principal Financial Officer pursuant
to Section 302 of the Sarbanes-Oxley Act of 2002
32.1 Certification pursuant to Section 906 of the Sarbanes-
Oxley Act of 2002
14
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.
OMEGA VENTURES GROUP, INC.
May 21, 2004 /S/ John M. Hickey
------------------------------------
John M. Hickey,
Principal Executive Officer
May 21, 2004 /S/ John Ray Rask
------------------------------------
John Ray Rask,
Principal Financial Officer
15