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, 2005 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; 49,354,332 shares outstanding as of May 13,
2005
PART I - FINANCIAL INFORMATION
Item 1. Financial Statements
OMEGA VENTURES GROUP, INC. AND SUBSIDIARIES
( Development Stage Company)
CONSOLIDATED BALANCE SHEETS
March 31, 2005 and December 31, 2004
<Table>
<Caption>
===========================================================================
unaudited audited
Mar 31, Dec 31,
2005 2004
------------ ------------
ASSETS
CURRENT ASSETS
Cash $ 1,695 $ 608
------------ ------------
Total Current Assets 1,695 608
------------ ------------
FURNITURE AND EQUIPMENT - net of
accumulated depreciation 5,922 6,772
------------ ------------
OTHER ASSETS
Surety deposit 24,967 24,967
Web site - net of accumulated amortization 2,767 3,017
Deposit on land purchase 10,000 -
Land 136,500 131,500
------------ ------------
174,234 159,484
------------ ------------
$ 181,851 $ 166,864
============ ============
LIABILITIES AND STOCKHOLDERS' DEFICIENCY
CURRENT LIABILITIES
Notes payable - land $ 118,236 $ 115,072
Accounts payable - affiliates 120,933 125,587
Accounts payable - related party 34,405 6,960
Accounts payable 70,727 73,352
------------ ------------
Total Current Liabilities 344,301 320,971
------------ ------------
STOCKHOLDERS' DEFICIENCY
Preferred stock
100,000,000 shares authorized, at $.001
par value - none issued - -
Common stock
400,000,000 shares authorized, at $.001
par value; 49,339,597 shares issued and
outstanding 49,340 42,990
Capital in excess of par value 962,944 714,294
Stock subscriptions receivable (250,000) -
Deficit accumulated during the development
stage (924,734) (911,391)
------------ ------------
Total Stockholders' Deficit (162,450) (154,107)
------------ ------------
$ 181,851 $ 166,864
============ ============
</Table>
The accompanying notes are an integral part of these financial statements.
2
OMEGA VENTURES GROUP, INC. AND SUBSIDIARIES
( Development Stage Company)
CONSOLIDATED STATEMENTS OF OPERATIONS - unaudited
For the Three Months Ended March 31, 2005 and 2004 and the period
September 19, 2000 (Date of Inception) to March 31, 2005
<Table>
<Caption>
=====================================================================================
Sept 19, 2000
Mar 31, Mar 31, to
2005 2004 Mar 31, 2005
------------- ------------- -------------
REVENUES $ - $ - $ 273
------------- ------------- -------------
EXPENSES
Market development - 7,542 387,988
Exploration - 15,000 41,584
Development of web site -
preliminary project stage - - 25,000
Depreciation & amortization 1,100 1,092 11,422
Administrative 9,079 7,141 447,211
------------- ------------- -------------
10,179 30,775 913,205
------------- ------------- -------------
NET LOSS - before other expenses (10,179) (30,775) (912,932)
INTEREST EXPENSE (3,164) (1,915) (11,802)
------------- ------------- -------------
NET LOSS $ (13,343) $ (32,690) $ (924,734)
============= ============= =============
NET LOSS PER COMMON SHARE
Basic and dilutive $ - $ -
AVERAGE OUTSTANDING SHARES -
(stated in 1,000's)
Basic 44,989 38,974
------------- -------------
Diluted 50,088 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, 2005
<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>
The accompanying notes are an integral part of these financial statements
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 March 31, 2005
<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 expenses
at $.03 - June 2, 2004 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 -
Issuance of common stock for expenses
at $.017 - October 13, 2004 350,000 350 5,583 -
Net operating loss for the year
ended December 31, 2004 - - - (120,924)
----------- ----------- ----------- -----------
Balance December 31, 2004 -
audited 42,989,597 42,990 714,294 (911,391)
Issuance of common stock for
expenses at $.02 - March 2005 250,000 250 4,750 -
Issuance of common stock for
subscription receivable - net
of cost - March 2005 6,100,000 6,100 243,900 -
Net operating loss for the three
months ended March 31, 2005 - - - (13,343)
----------- ----------- ----------- -----------
Balance March 31, 2005 - unaudited 49,339,597 $ 49,340 $ 962,944 $ (924,734)
=========== =========== =========== ===========
</Table>
The accompanying notes are an integral part of these financial statements
5
OMEGA VENTURES GROUP, INC. AND SUBSIDIARIES
( Development Stage Company)
CONSOLIDATED STATEMENTS OF CASH FLOWS - unaudited
For the Three Months Ended December 31, 2005 and 2004 and the Period
September 19, 2000 (Date of Inception) to March 31, 2005
<Table>
<Caption>
=====================================================================================
Sept 19, 2000
Mar 31, Mar 31, to
2005 2004 Mar 31, 2005
------------- ------------- -------------
CASH FLOWS FROM OPERATING ACTIVITIES
Net loss $ (13,343) $ (32,690) $ (924,734)
Adjustments to reconcile net loss to
net cash provided by operating
activities
Depreciation & amortization 1,100 1,092 11,422
Change in accounts payable 23,330 15,895 229,230
Issuance of capital stock for web site - - 25,000
Issuance of capital stock for services 5,000 - 155,000
------------- ------------- -------------
Net Decrease in Cash From Operations 16,087 (15,703) (504,082)
CASH FLOWS FROM INVESTING ACTIVITIES
Surety deposit - - (24,968)
Purchase of web site - - (5,027)
Purchase land and deposit (15,000) - (146,500)
Purchase of equipment - - (15,084)
------------- ------------- -------------
(15,000) - (191,579)
------------- ------------- -------------
CASH FLOWS FROM FINANCING ACTIVITIES
Change in note payable - - 115,072
Net proceeds from issuance of common
stock - 15,000 582,284
- 15,000 697,356
------------- ------------- -------------
Net change in Cash 1,087 (703) 1,695
Cash at Beginning of Period 608 1,005 -
------------- ------------- -------------
Cash at End of Period $ 1,695 $ 302 $ 1,695
============= ============= =============
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
-------------
Issuance of 3,016,097 common shares for
services and expenses - 2004 74,500
-------------
Issuance of 250,000 common shares for
expenses - 2005 5,000
-------------
</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
March 31, 2005
===========================================================================
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 August 20, 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 investment and
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 in
the future.
7
OMEGA VENTURES GROUP, INC. AND SUBSIDIARY
( Development Stage Company)
NOTES TO FINANCIAL STATEMENTS (Continued)
March 31, 2005
===========================================================================
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 March 31, 2005, the Company and its subsidiaries had a net operating
loss available for carry forward of $924,734. The income tax benefit of
approximately $277,000 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 2026.
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.
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
due to their short term maturities.
8
OMEGA VENTURES GROUP, INC. AND SUBSIDIARY
( Development Stage Company)
NOTES TO FINANCIAL STATEMENTS (Continued)
March 31, 2005
===========================================================================
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 expenses 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.
<Table>
Cost $ 15,084
Less accumulated depreciation 9,162
Net 5,922
--------
</Table>
9
OMEGA VENTURES GROUP, INC. AND SUBSIDIARY
( Development Stage Company)
NOTES TO FINANCIAL STATEMENTS (Continued)
March 31, 2005
===========================================================================
3. OIL AND GAS LEASES
During August 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. NOTES PAYABLE
The Company is obligated under two installment sales contracts for the
purchase of land. The amount financed was $115,650 with 180 payments of
$1,327.50, including interest of 11.14%. The payments were in arrears on
March 31, 2005.
6. SIGNIFICANT TRANSACTIONS WITH RELATED PARTIES
Officers-directors, and Apex Resources, Inc. (an affiliate by common
officers) have acquired 27% of the common stock issued.
An officer has made no interest, demand loans to the Company of $6,960.
A Company affiliate has made no interest, demand loans to the Company of
$120,933.
10
OMEGA VENTURES GROUP, INC. AND SUBSIDIARY
( Development Stage Company)
NOTES TO FINANCIAL STATEMENTS (Continued)
March 31, 2005
===========================================================================
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 2004 the Company issued 1,000,000 restricted common shares for
$15,000 and 3,016,097 restricted common shares for services and expenses.
During the first quarter 2005 the Company issued 250,000 restricted common
shares at $.02 for expenses and 6,100,000 restricted common shares for
stock subscriptions receivable of $250,000.
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.
9. SUBSEQUENT EVENTS
During the quarter ended March 31, 2005 the Company entered into two
contracts for the purchase of land for $1,350,000. The terms include
earnest money deposits of $10,000, which was advanced to the Company by an
officer, and the balance due on various closing dates to be determined.
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.
11
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
Due to a lack of funds, Western Gas did not engage in any exploration
activities during the quarter ended March 31, 2005.
Arizona Land Corporation
On February 23, 2005, the Company entered into an agreement to
purchase real property, zoned for commercial use in Scottsdale, Arizona,
from an unrelated third party. The purchase price is $800,000. The
Company made an initial earnest money non-refundable deposit of $5,000,
which was applied to the purchase price. Under the terms of the purchase
contract, the Company is required to make an additional earnest money
payment by no later than May 22, 2005. The seller has agreed to carryback
the remaining $700,000 balance of the purchase price for a period of 12
months at an annual interest rate of 3.25%. The purchase is contingent on
the seller and the Company meeting completing certain activities prior to
closing.
Subsequent to the quarter end, on April 15, 2005, the Company paid an
additional $5,000 non-refundable payment to extend the closing on the
commercial lot in Salt Lake City, Utah, to July 14, 2005.
As of March 31, 2005, Arizona Land is in arrears on its monthly
payments on its three undeveloped lots in Woodland Valley Ranch and its two
undeveloped lots in Elk Valley Ranch in the approximate amount of $6,400.
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.
12
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 2005, which 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 remainder of 2005.
As of March 31, 2005, the Company had an accumulated deficit of
$924,734 funded by paid-in capital. At March 31, 2005, the Company had
total current assets of $1,695 and total current liabilities of $344,301
compared to total current assets of $608 and total current liabilities of
$320,971 on December 31, 2004. The primary factor contributing the
increases in accumulated deficit and total current liabilities is the
result of $27,445 increase in accounts payable to a related party during
the first quarter 2005.
During the three months ended March 31, 2005, the Company incurred no
expenses for market development or exploration, compared to $7,542 and
$15,000 respectively in market development and exploration during the three
months ended March 31, 2005. These decreases in market development and
exploration expenses was primarily the result of the Company having very
limited resources to fund its operations and therefore, eliminating all
such expenses during the quarter. During the three months ended March 31,
2005, depreciation and amortization was essentially unchanged from the
three months ended March 31, 2004. Administrative expenses increased 27%
to $9,079 for the three months ended March 31, 2005 compared to the same
period 2004. Other than its officers, the Company has no employees.
Rather, the Company hires consultants and others to provide the services
its needs. This increase in administrative expenses is primarily
attributable to the increased expenses incurred by the Company in
connection with investigating and negotiating the acquisitions of real
property in Salt Lake City, Utah during the first quarter 2005.
During the three months ended March 31, 2005, the Company realized
interest a net loss of $13,343 compared to net losses of $32,690 for the
three months ended March 31, 2004. The reduction in net loss during the
three months ended March 31, 2005, is primarily the result of the Company
scaling back its active operations as funds available to the Company have
diminished.
13
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 March 31, 2005, the Company had cash on
hand of $1,695. During the quarter, the Company issued 250,000 restricted
common shares in satisfaction of expenses totaling $5,000. The Company
also issued 5,000,000 shares for stock subscriptions receivable of
$250,000. As of March 31, 2005, the Company has not received any of the
funds for the stock subscriptions. The 5,000,000 shares are being held in
escrow to be released as funds are received. It is unclear at this time
whether the Company will have sufficient funds to maintain operations
through the second quarter of 2005.
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 remainder of 2005. 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.
Item 3. Controls and Procedures
The Company's principal executive officers and our principal
financial officer (the "Certifying Officers") are responsible for
establishing and maintaining disclosure controls and procedures (as defined
in Exchange Act Rules 13a-15(e) and 15d-15(e). Such officers have concluded
(based upon their evaluations of these controls and procedures as of the
end of the period covered by this report) that the Company's disclosure
controls and procedures are effective to ensure that information required
to be disclosed by it in this report is accumulated and communicated to
management, including the Certifying Officers as appropriate, to allow
timely decisions regarding required disclosure.
The Certifying Officers have also indicated that there were no
significant changes in the Company's internal controls over financial
reporting or other factors that could significantly affect such controls
subsequent to the date of their evaluation, and there were no significant
deficiencies and material weaknesses.
Management, including the Certifying Officers, does not expect that
the Company's disclosure controls or its internal controls will prevent all
error and all fraud. A control system, no matter how well conceived and
operated, can provide only reasonable, not absolute, assurance that the
objectives of the control system are met. In addition, the design of a
control system must reflect the fact that there are resource constraints,
and the benefits of controls must be considered relative to their costs.
Because of the inherent limitations in all control systems, no evaluation
of controls can provide absolute assurance that all control issues and
instances of fraud, if any, within a company have been detected. These
inherent limitations include the realities that judgments in
decision-making can be faulty, and that breakdowns can occur because of
simple error or mistake. Additionally, controls can be circumvented by the
individual acts of some persons, by collusion of two or more people or by
management override of the control. The design of any systems of controls
is also based in part upon certain assumptions about the likelihood of
future events, and there can be no assurance that any design will succeed
in achieving its stated goals under all potential future conditions.
Because of these inherent limitations in a cost-effective control system,
misstatements due to error or fraud may occur and may not be detected.
14
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, 2005.
On January 4, 2005, the Company received subscriptions for 5,000,000
shares of its common stock pursuant to a private placement of Company stock
to two parties. The shares were issued without registration pursuant to
the exemptions from registration provided under Regulation S of the
Securities Act of 1933. The subscriptions were for $.05 per share, with
total proceeds to be received of $250,000. As of March 31, 2005, the
5,000,000 shares have been issued and are being held in escrow awaiting
receipt of funds. As of March 31, 2005, no funds had been received by the
Company. The Company did not offer any of these shares to any person in
the United States, any identifiable groups of U.S. citizens abroad, or to
any U.S. Person as that term is defined in Regulation S. At the time the
buy orders were originated, the Company reasonably believed the Buyers were
outside of the United States and were not U.S. Persons. The Company
reasonably believed that the transaction had not been pre-arranged with a
buyer in the United States. The Company has not nor will it engage in any
"Directed Selling Efforts" and reasonably believes the Buyers have not nor
will engage in any "Directed Selling Efforts." The Company reasonably
believed the Buyers purchased the securities for their own accounts
and for investment purposes and not with the view towards distribution or
for the account of a U.S. Person.
On January 4, 2005, the Company issued 1,100,000 restricted common
shares to three individuals as a finder's fee in connection with the above
referenced private placement. The shares were issued without registration
pursuant to the exemptions from registration provided under Regulation S of
the Securities Act of 1933. The Company did not offer these shares to any
person in the United States, any identifiable groups of U.S. citizens
abroad, or to any U.S. Person as that term is defined in Regulation S. At
the time the Company negotiated to issue shares as a finders' fee, the
Company reasonably believed the finders were outside of the United States
and were not U.S. Persons. The Company has not nor will it engage in any
"Directed Selling Efforts" and reasonably believes the finders have not nor
will engage in any "Directed Selling Efforts". The Company reasonably
believed the finders acquired the securities for their own accounts and for
investment purposes and not with the view towards distribution or for the
account of a U.S. Person.
On January 25, 2005, the Company issued 250,000 restricted common
shares to two individuals for services rendered in connection with the
purchase of certain real property in Salt Lake City, Utah. The shares were
valued at $0.02 per share. 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.
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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 of Principal Executive Officer pursuant
to Section 906 of the Sarbanes-Oxley Act of 2002.
32.2 Certification of Principal Financial Officer pursuant
to Section 906 of the Sarbanes-Oxley Act of 2002.
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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 13, 2005 /S/ John M. Hickey
--------------------------------------------
John M. Hickey, Principal Executive Officer
May 13, 2005 /S/ John R. Rask
--------------------------------------------
John R. Rask, Principal Financial Officer
17