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
June 30, 2004 333-51180
OMEGA VENTURES GROUP, 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; 41,687,295 shares
outstanding as of August 18, 2004
PART I - FINANCIAL INFORMATION
Item 1. Financial Statements
OMEGA VENTURES GROUP, INC. AND SUBSIDIARIES
(Development Stage Company)
CONSOLIDATED BALANCE SHEETS
June 30, 2004 and December 31, 2003
==========================================================================
<Table>
<Caption>
Jun 30, Dec 31,
2004 2003
------------ ------------
ASSETS
CURRENT ASSETS
Cash $ 630 $ 1,006
------------ ------------
Total Current Assets 630 1,006
------------ ------------
FURNITURE AND EQUIPMENT - net depreciation 8,453 10,135
------------ ------------
OTHER ASSETS
Surety deposit 25,386 25,000
Web site - net of accumulated amortization 3,520 4,022
Land 131,500 79,400
------------ ------------
160,406 108,422
------------ ------------
$ 169,489 $ 119,563
============ ============
LIABILITIES AND STOCKHOLDERS' DEFICIENCY
CURRENT LIABILITIES
Note payable - land - current $ 15,767 $ 4,584
Accounts payable - affiliates 123,894 125,977
Accounts payable 51,184 47,509
------------ ------------
Total Current Liabilities 190,845 178,070
------------ ------------
LONG TERM NOTE PAYABLE - land - net of current 108,416 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; 41,687,295 shares issued and
outstanding 41,687 38,974
Capital in excess of par value 692,323 628,810
Deficit accumulated during the development
stage (863,783) (790,467)
------------ ------------
Total Stockholders' Deficit (129,772) (122,683)
------------ ------------
$ 169,489 $ 119,563
============ ============
</Table>
The accompanying notes are an integral part of these financial statements.
2
OMEGA VENTURES GROUP, INC. AND SUBSIDIARIES
(Development Stage Company)
STATEMENT OF OPERATIONS
For the Three and Six Months Ended June 30, 2004 and 2003 and the
Period September 19, 2000 (Date of Inception) to June 30, 2004
===========================================================================
<Table>
<Caption>
Sept 19,
Three Months Six Months 2000 to
Jun 30, Jun 30, Jun 30, Jun 30, June 30,
2004 2003 2004 2003 2004
----------- ----------- ----------- ----------- -----------
REVENUES $ - $ - $ - $ - $ -
----------- ----------- ----------- ----------- -----------
EXPENSES
Market development 11,818 27,616 19,360 78,146 376,625
Depreciation
& amortization 1,092 646 2,184 1,292 8,138
Administrative 18,153 8,820 25,294 37,587 411,291
Exploration 8,250 - 23,250 - 39,684
Development of web
site - preliminary
project stage - - - - 25,000
----------- ----------- ----------- ----------- -----------
NET LOSS - before
other expense (39,313) (37,082) (70,088) (117,025) (860,738)
----------- ----------- ----------- ----------- -----------
OTHER EXPENSE
Interest income 95 69 95 69 278
Interest expense (1,408) - (3,323) - (3,323)
----------- ----------- ----------- ----------- -----------
NET LOSS $ (40,626) $ (37,013) $ (73,316) $ (116,956) $ (863,783)
=========== =========== =========== =========== ===========
NET LOSS PER COMMON SHARE
Basic $ - $ - $ - $ -
----------- ----------- ----------- -----------
AVERAGE OUTSTANDING SHARES
(stated in 1,000's)
Basic 40,492 38,828 39,853 36,598
----------- ----------- ----------- -----------
Diluted 45,591 - 44,952 -
----------- ----------- ----------- -----------
</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 June 30, 2004
===========================================================================
<Table>
<Caption>
Capital in
Common Stock 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 -
</Table>
4
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 June 30, 2004
===========================================================================
<Table>
<Caption>
Capital in
Common Stock Excess of Accumulated
Shares Amount Par Value Deficit
----------- ---------- ----------- -----------
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 -
Issuance of common stock for cash
at $.03 170,563 170 4,946 -
Issuance of common stock for
expenses at $.03 1,543,232 1,543 44,567 -
Net operating loss for the six
months ended June 30, 2004 - - - (73,316)
----------- ---------- ----------- -----------
Balance June 30, 2004 41,687,295 $ 41,687 $ 692,323 $ (863,783)
=========== ========== =========== ===========
</Table>
The accompanying notes are an integral part of these financial statements
5
OMEGA VENTURES GROUP, INC. AND SUBSIDIARIES
(Development Stage Company)
STATEMENT OF CASH FLOWS
For the Six Months Ended June 30, 2004 and 2003 and the
Period September 19, 2000 (Date of Inception) to June 30, 2004
===========================================================================
<Table>
<Caption>
Sept 19, 2000
Jun 30, Jun 30, to Jun 30,
2004 2003 2004
----------- ----------- -----------
CASH FLOWS FROM OPERATING ACTIVITIES
Net loss $ (73,316) $ (116,956) $ (863,783)
Adjustments to reconcile net loss to
net cash provided by operating
activities
Depreciation and amortization 2,184 1,292 8,138
Change in deposits (386) - (386)
Change in accounts payable 57,015 50,195 299,261
Issuance of capital stock for
web site - - 25,000
Issuance of capital stock for
services 46,110 1,750 121,610
----------- ----------- -----------
Net Decrease in Cash From Operations 31,607 (63,719) (410,160)
----------- ----------- -----------
CASH FLOWS FROM INVESTING ACTIVITIES
Surety deposit - - (25,000)
Purchase of web site - - (5,027)
Purchase of land (52,100) - (131,500)
Purchase of equipment - - (15,084)
----------- ----------- -----------
(52,100) - (176,611)
CASH FLOWS FROM FINANCING ACTIVITIES
Proceeds from issuance of common
stock 20,117 - 587,401
----------- ----------- -----------
Net Increase (Decrease) in Cash (376) (63,719) 630
Cash at Beginning of Period 1,006 90,601 -
----------- ----------- -----------
Cash at End of Period $ 630 $ 26,882 $ 630
=========== =========== ===========
</Table>
The accompanying notes are an integral part of these financial statements.
6
OMEGA VENTURES GROUP, INC. AND SUBSIDIARIES
( Development Stage Company)
NOTES TO FINANCIAL STATEMENTS
June 30, 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, 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.
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.
7
OMEGA VENTURES GROUP, INC. AND SUBSIDIARY
( Development Stage Company)
NOTES TO FINANCIAL STATEMENTS (Continued)
June 30, 2004
===========================================================================
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - continued
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 June 30, 2004, the Company and its subsidiaries had a net operating
loss available for carry forward of $863,783. The income tax benefit of
approximately $259,000 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.
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.
8
OMEGA VENTURES GROUP, INC. AND SUBSIDIARY
(Development Stage Company)
NOTES TO FINANCIAL STATEMENTS (Continued)
June 30, 2004
===========================================================================
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - continued
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
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 6,631
---------
Net 8,453
---------
9
OMEGA VENTURES GROUP, INC. AND SUBSIDIARY
(Development Stage Company)
NOTES TO FINANCIAL STATEMENTS (Continued)
June 30, 2004
===========================================================================
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 "Mana Huilla 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.
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 $123,894.
10
OMEGA VENTURES GROUP, INC. AND SUBSIDIARY
( Development Stage Company)
NOTES TO FINANCIAL STATEMENTS (Continued)
June 30, 2004
===========================================================================
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.
During June 2004 the Company issued 170,563 restricted common shares for
$5,117 and 1,387,404 shares for expenses.
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.
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.
11
Western Gas Corporation
-----------------------
During the second quarter 2004, the BB Gayle #1 well in the Manahuilla
Creek Field was drilled to 7,000 feet. Casing has been set and cemented
in. Subsequent to the quarter end in July 2004, the BB Gayle #1 well was
opened and initially flowed gas until pressure dropped and the well began
flowing fresh water. Later in July, unconsolidated sand entered the well
creating a sand plug which had to be cleared. At this time the well still
in not flowing gas and it is unclear when or if the well will be able to be
put into commercial production.
Arizona Land Corporation
------------------------
Due to a lack of funds, Arizona Land did not acquire any additional
properties during the quarter and is delinquent in making the monthly
payments on the properties it currently owns.
Vogue Environmental Solutions, Inc.
-----------------------------------
Due to a lack of funds, Vogue Environmental Solutions did not engage
in active operations during the quarter.
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.
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 through the third quarter 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.
Results of Operations
---------------------
During the period from inception, September 19, 2000, to June 30,
2004, the Company has generated no revenue. The Company does not expect to
generate any material revenues through the third quarter of 2004.
12
As of June 30, 2004, the Company had an accumulated deficit of
$863,783 funded by paid-in capital. At June 30, 2004, the Company had
total current liabilities of $190,845 compared to total current liabilities
of $72,423 on June 30, 2003. These increases in accumulated deficit and
total current liabilities are the result of increases in notes and accounts
payable as well as increased borrowing from Company affiliates to fund
operations in 2004 as compared to 2003.
During the three and the six months ended June 30, 2004, the Company
spent $11,818 and $19,360 respectively in market development expenses
compared to $27,616 and $78,146 respectively in the corresponding three and
six month periods ended June 30, 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 and six
months ended June 30, 2004, the Company spent $18,153 and $25,294
respectively on administrative expenses compared to $8,820 and $37,587
respectively in the corresponding periods of 2003. Although general and
administrative expenses increased in the quarter ended June 30, 2004, as
compared to June 30, 2003, general and administrative expense decreased
over the six month period ended June 30, 2004 as compared to the same
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 three and six months ended June
30, 2004, the Company spent $8,250 and $23,250 respectively on exploration
activities undertaken by Western Gas. The Company had no such expenses
during the corresponding periods of 2003 because it had not yet formed
Western Gas.
During the three and six months ended June 30, 2004, the Company
realized net losses of $40,626 and $73,316 respectively compared to net
losses of $37,013 and $116,956 respectively for the three and six months
ended June 30, 2003. The decrease in net loss in the six months ended June
30, 2004, compared to June 30, 2004 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, the Company reduced
accounts payable to affiliates by $18,849 reducing accounts payable to
affiliates at the six months ended June 30, 2004, to $123,894. As of June
30, 2004, the Company had cash on hand of $630. During the quarter, the
Company sold 170,563 restricted common shares for $5,116 cash. The Company
also issued 1,543,232 restricted common shares in satisfaction of expenses
totaling $46,110. It is unclear at this time whether the Company will have
sufficient funds to maintain operations through the third 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 through
the third quarter 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 June 30, 2004.
On June 2, 2004, the Company sold 170,563 restricted common shares to
John Ray Rask for $5,116. 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.
On June 2, 2004, the Company issued 1,543,232 restricted common shares
to Clayborn Capital, Ltd., in satisfaction of a loan made to the Company to
cover operating expenses in the amount of $46,297. 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.
Item 6. Exhibits and Reports on Form 8-K
(A) Reports on Form 8-K
None.
(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.
August 20, 2004 /S/ John M. Hickey
---------------------------------------
John M. Hickey,
Principal Executive Officer
August 20, 2004 /S/ John Ray Rask
---------------------------------------
John Ray Rask,
Principal Financial Officer
15