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, 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; 42,639,597 shares outstanding
as of September 30, 2004
PART I - FINANCIAL INFORMATION
Item 1. Financial Statements
OMEGA VENTURES GROUP, INC. AND SUBSIDIARIES
( Development Stage Company)
CONSOLIDATED BALANCE SHEETS - unaudited
September 30, 2004 and December 31, 2003
<Table>
<Caption>
===========================================================================
Sept 30, Dec 31,
2004 2003
----------- -----------
ASSETS
CURRENT ASSETS
Cash $ - $ 1,006
----------- -----------
Total Current Assets - 1,006
----------- -----------
FURNITURE AND EQUIPMENT - net depreciation 7,612 10,135
----------- -----------
OTHER ASSETS
Surety deposit 25,386 25,000
Web site - net of accumulated amortization 3,269 4,022
Land 131,500 79,400
----------- -----------
160,155 108,422
----------- -----------
$ 167,767 $ 119,563
=========== ===========
LIABILITIES AND STOCKHOLDERS' DEFICIENCY
CURRENT LIABILITIES
Note payable - land - current $ 19,067 $ 4,584
Accounts payable - affiliates 123,794 125,977
Accounts payable 52,609 47,509
----------- -----------
Total Current Liabilities 195,470 178,070
----------- -----------
LONG TERM NOTE PAYABLE - land - net of current 99,200 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; 42,639,597 shares issued and
outstanding 42,640 38,974
Capital in excess of par value 708,711 628,810
Deficit accumulated during the development
stage (878,254) (790,467)
----------- -----------
Total Stockholders' Deficit (126,903) (122,683)
----------- -----------
$ 167,767 $ 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 - unaudited
For the Three and Nine Months Ended September 30, 2004 and 2003 and the
Period September 19, 2000 (Date of Inception) to September 30, 2004
<Table>
<Caption>
====================================================================================
Sept
19, 2000
Three Months Nine Months to
Sept 30, Sept 30, Sept 30, Sept 30, Sept 30,
2004 2003 2004 2003 2004
----------- ----------- ----------- ----------- -----------
REVENUES $ - $ - $ - $ - $ -
----------- ----------- ----------- ----------- -----------
EXPENSES
Market development 1,373 6,484 20,733 84,630 377,998
Depreciation &
amortization 1,092 646 3,276 1,938 9,230
Administrative 6,806 46,424 32,100 84,011 418,097
Exploration 1,900 - 25,150 - 41,584
Development of web
site - preliminary
project stage - - - - 25,000
----------- ----------- ----------- ----------- -----------
NET LOSS - before
other expense (11,171) (53,554) (81,259) (170,579) (871,909)
OTHER EXPENSE
Interest income - 35 95 104 278
Interest expense (3,300) - (6,623) - (6,623)
----------- ----------- ----------- ----------- -----------
NET LOSS $ (14,471) $ (53,519) $ (87,787) $ (170,475) $ (878,254)
=========== =========== =========== =========== ===========
NET LOSS PER
COMMON SHARE
Basic $ - $ - $ - $ -
AVERAGE OUTSTANDING SHARES
(stated in 1,000's)
Basic 42,065 36,549 41,307 35,573
----------- ----------- ----------- -----------
Diluted 47,164 - 46,406 -
----------- ----------- ----------- -----------
</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 September 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 -
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
expenses at $.03 1,543,232 1,543 44,567 -
Issuance of common stock for
expenses at $.02 - August
25, 2004 1,122,865 1,123 21,334 -
Net operating loss for the
nine months ended September
30, 2004 - - - (87,787)
-------------------------------------------------
Balance September 30, 2004 42,639,597 $ 42,640 $ 708,711 $(878,254)
=================================================
</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 - unaudited
For the Nine Months Ended September 30, 2004 and 2003 and the
Period September 19, 2000 (Date of Inception) to September 30, 2004
<Table>
<Caption>
===========================================================================
Sept 19, 2000
Sept 30, Sept 30, to Sept 30,
2004 2003 2004
----------- ----------- -----------
CASH FLOWS FROM OPERATING ACTIVITIES
Net loss $ (87,787) $(170,475) $ (878,254)
Adjustments to reconcile net loss to
net cash provided by operating
activities
Depreciation and amortization 3,276 1,938 11,414
Change in deposits (386) - (386)
Change in accounts payable 52,424 101,695 246,376
Issuance of capital stock for
web site - - 25,000
Issuance of capital stock for
services 68,567 1,750 190,177
Net Decrease in Cash From Operations 36,094 (65,092) (405,673)
----------- ----------- -----------
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 15,000 - 582,284
Net Increase (Decrease) in Cash (1,006) (65,092) -
----------- ----------- -----------
Cash at Beginning of Period 1,006 90,601 -
----------- ----------- -----------
Cash at End of Period $ - $ 25,509 $ -
=========== =========== ===========
</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
September 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. The subsidiary 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.
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.
7
OMEGA VENTURES GROUP, INC. AND SUBSIDIARY
( Development Stage Company)
NOTES TO FINANCIAL STATEMENTS (Continued)
September 30, 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 September 30, 2004, the Company and its subsidiaries had a net
operating loss available for carry forward of $878,254. The income tax
benefit of approximately $263,000 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.
Financial and Concentrations Risk
- ---------------------------------
The Company does not have any concentration or related financial credit
risk.
8
OMEGA VENTURES GROUP, INC. AND SUBSIDIARY
( Development Stage Company)
NOTES TO FINANCIAL STATEMENTS (Continued)
September 30, 2004
===========================================================================
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - continued
Financial Instruments
- ---------------------
The carrying amounts of financial instruments, including cash and accounts
payable, are considered by management to be their estimated fair values due
to their short term maturities.
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 7,472
--------
Net 7,612
--------
9
OMEGA VENTURES GROUP, INC. AND SUBSIDIARY
( Development Stage Company)
NOTES TO FINANCIAL STATEMENTS (Continued)
September 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.
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 Group, 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 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 affiliated companies (affiliated by common
officers) have acquired 36% of the common stock issued.
The Company affiliates have made no interest demand loans to the Company of
$123,794.
10
OMEGA VENTURES GROUP, INC. AND SUBSIDIARY
( Development Stage Company)
NOTES TO FINANCIAL STATEMENTS (Continued)
September 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 cash.
During June and September 2004 the Company issued 2,666,097 restricted
common 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 quarter, PB Energy Partners, the operator of the BB Gayle
#1 gas notified the Company that the well at Manahuilla Creek in Goliad,
Texas, had been drilled and perforated. The well did not prove to be of
commercial value.
Arizona Land Corporation
------------------------
Arizona Land did not acquire any additional properties during the
quarter. All funds available to Arizona Land during the quarter were used
to reduce the balances owed on the properties currently owned by Arizona
Land. As of September 30, 2004, Arizona Land is no longer delinquent on
any of its properties.
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 September 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 September 30, 2004, the Company had an accumulated deficit of
$878,254 funded by paid-in capital. At September 30, 2004, the Company had
total current liabilities of $195,470 compared to total current liabilities
of $178,070 on September 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 nine months ended September 30, 2004, the
Company spent $1,373 and $20,733 respectively in market development
expenses compared to $6,484 and $84,630 respectively in the corresponding
three and nine month periods ended September 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 nine months ended September 30, 2004, the Company spent $6,806
and $46,424 respectively on administrative expenses compared to $32,100 and
$84,011 respectively in the corresponding periods of 2003. Administrative
expenses decreased in both the three and nine month periods ended September
30, 2004, compared to the same periods of 2003, primarily as a result of
the reduction in the overall activity of the Company dictated by the
Company's lack of funds. During the three and nine months ended September
30, 2004, the Company spent $1,900 and $25,150 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 nine months ended September 30, 2004, the Company
realized net losses of $14,471 and $87,787 respectively compared to net
losses of $53,519 and $170,475 respectively for the three and nine months
ended September 30, 2003. The reduction in net loss in the three and nine
months ended September 30, 2004, compared to September 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. As of September 30, 2004, the Company had no
cash on hand. During the quarter, the Company issued 1,122,865 restricted
common shares in satisfaction of expenses totaling $22,457. It is unclear
at this time whether the Company will have sufficient funds to maintain
operations through the fourth 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 Chief Executive Officer and Chief Financial Officer have
conducted an evaluation of the Company's disclosure controls and procedures
(as defined in Rule 13A-15(e) under the Securities Exchange Act of 1934
("Exchange Act") as of the end of the period covered by this quarterly
report (the "Evaluation Date"). Based on their evaluation, the Company's
Chief Executive Officer and Chief Financial Officer have concluded that, as
of the Evaluation Date, the Company's disclosure controls and procedures
are effective to ensure that information required to be disclosed by the
Company in its Exchange Act reports is recorded, processed, summarized and
reported within the applicable periods specified by the SEC's rules and
forms.
(b) Changes in Internal Controls and Procedures.
--------------------------------------------
During the period covered by this quarterly report, there were no
changes in the Company's internal control over financial reporting (as
defined in Rule 13a-15) or 15d-15 under the Exchange Act) that has
materially affected, or is reasonably likely to materially affect, the
Company's internal controls over financial reporting.
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, 2004.
In September the Company issued 1,122,865 restricted common shares to
Olympus Capital Group, Inc., of funds advanced in the amount of $22,457 to
cover Company expenses. 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 of 1933.
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.
November 22, 2004 /S/ John M. Hickey
--------------------------------------
John M. Hickey,
Principal Executive Officer
November 22, 2004 John Ray Rask
--------------------------------------
John Ray Rask, Principal Financial Officer
15