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, 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 August
15, 2005
PART I FINANCIAL INFORMATION
Item 1. Financial Statements
OMEGA VENTURES GROUP, INC. AND SUBSIDIARIES
(Development Stage Company)
CONSOLIDATED BALANCE SHEETS
June 30, 2005 and December 31, 2004
<Table>
<Caption>
(unaudited)
Jun 30, Dec 31,
2005 2004
------------ ------------
ASSETS
CURRENT ASSETS
Cash $ 1,601 $ 608
------------ ------------
Total Current Assets 1,601 608
------------ ------------
FURNITURE AND EQUIPMENT -
net of accumulated depreciation 5,072 6,772
------------ ------------
OTHER ASSETS
Surety deposit 24,967 24,967
Web site - net of accumulated amortization - 3,017
Deposit on land purchase 10,000 -
Land 131,500 131,500
------------ ------------
166,467 159,484
------------ ------------
$ 173,140 $ 166,864
============ ============
LIABILITIES AND STOCKHOLDERS' DEFICIENCY
CURRENT LIABILITIES
Notes payable land $ 116,456 $ 115,072
Accounts payable - affiliates 120,933 125,587
Accounts payable - related party 16,960 6,960
Accounts payable 92,097 73,352
------------ ------------
Total Current Liabilities 346,446 320,971
------------ ------------
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 on June 30, 2005 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 (935,590) (911,391)
------------ ------------
Total Stockholders' Deficit (173,306) (154,107)
------------ ------------
$ 173,140 $ 166,864
============ ============
</Table>
The accompanying notes are an integral part of these financial statements
OMEGA VENTURES GROUP, INC. AND SUBSIDIARIES
(Development Stage Company)
STATEMENT OF OPERATIONS - (unaudited)
For the Three and Six Months Ended June 30, 2005 and 2004 and the
Period September 19, 2000 (Date of Inception) to June 30, 2005
<Table>
<Caption>
Three Months Six Months Sept 19,
Jun 30, Jun 30, Jun 30, Jun 30, 2000 to
2005 2004 2005 2004 Jun 30, 2005
------------ ------------ ------------ ------------ ------------
REVENUES $ - $ - $ - $ - $ -
------------ ------------ ------------ ------------ ------------
EXPENSES
Market
development - 11,818 - 19,360 387,988
Depreciation &
amortization 1,100 1,092 2,200 2,184 12,522
Administrative 6,536 18,153 15,615 25,294 453,747
Exploration - 8,250 - 23,250 41,584
Development of
web site -
preliminary
project stage - - - - 25,000
------------ ------------ ------------ ------------ ------------
NET LOSS - before
other expense (7,636) (39,313) (17,815) (70,088) (920,841)
OTHER EXPENSE
Interest income - 95 - 95 273
Interest expense (3,220) (1,408) (6,384) (3,323) (15,022)
------------ ------------ ------------ ------------ ------------
NET LOSS $ (10,856) $ (40,626) $ (24,199) $ (73,316) $ (935,590)
============ ============ ============ ============ ============
NET LOSS PER
COMMON SHARE
Basic $ - $ - $ - $ -
AVERAGE OUTSTANDING SHARES
(stated in 1,000's)
Basic 49,340 40,492 46,165 39,853
Diluted 54,439 45,591 51,264 44,952
</Table>
The accompanying notes are an integral part of these financial statements
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, 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 -
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)
</Table>
The accompanying notes are an integral part of these financial statements
OMEGA VENTURES GROUP, INC. AND SUBSIDIARIES
(Development Stage Company)
STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY - continued
For the Period September 19, 2000 (Date of Inception)
to June 30, 2005
<Table>
<Caption>
Capital in
Common Stock Excess of Accumulated
Shares Amount Par Value Deficit
------------ ------------ ------------ ------------
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 six
months ended June 30, 2005 - - - (24,199)
------------ ------------ ------------ ------------
Balance June 30, 2005 -
unaudited 49,339,597 $ 49,340 $ 962,944 $ (935,590)
============ ============ ============ ============
</Table>
The accompanying notes are an integral part of these financial statements
OMEGA VENTURES GROUP, INC. AND SUBSIDIARIES
(Development Stage Company)
CONSOLIDATED STATEMENTS OF CASH FLOWS - unaudited
For the Six Months Ended June 30, 2005 and 2004 and the Period
September 19, 2000 (Date of Inception) to June 30, 2005
<Table>
<Caption>
Sept 19, 2000
Jun 30, Jun 30, to Jun 30,
2005 2004 2005
------------ ------------ ------------
CASH FLOWS FROM OPERATING ACTIVITIES
Net loss $ (24,199) $ (73,316) $ (935,590)
Adjustments to reconcile net loss to
net cash provided by operating
activities
Depreciation & amortization 2,200 2,184 12,522
Change in deposits - (386) -
Change in web site 2,517 - 2,517
Change in accounts payable 25,475 57,015 231,375
Issuance of capital stock for web site - - 25,000
Issuance of capital stock for services 5,000 46,110 155,000
------------ ------------ ------------
Net Decrease in Cash From Operations 10,993 31,607 (509,176)
------------ ------------ ------------
CASH FLOWS FROM INVESTING ACTIVITIES
Surety deposit - - (24,968)
Purchase of web site - - (5,027)
Purchase land and deposit (10,000) (52,100) (141,500)
Purchase of equipment - - (15,084)
------------ ------------ ------------
(15,000) (52,100) (186,579)
------------ ------------ ------------
CASH FLOWS FROM FINANCING ACTIVITIES
Change in note payable - - 115,072
Net proceeds from issuance of common
stock - 20,117 582,284
------------ ------------ ------------
- 20,117 697,356
------------ ------------ ------------
Net change in Cash 993 (376) 1,601
Cash at Beginning of Period 608 1,006 -
------------ ------------ ------------
Cash at End of Period $ 1,601 $ 630 $ 1,601
============ ============ ============
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.
OMEGA VENTURES GROUP, INC. AND SUBSIDIARIES
(Development Stage Company)
NOTES TO FINANCIAL STATEMENTS
June 30, 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, however, the activity was discontinued in June 2005.
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 include 5,098,500 shares that may be issued in
the future.
OMEGA VENTURES GROUP, INC. AND SUBSIDIARY
(Development Stage Company)
NOTES TO FINANCIAL STATEMENTS (Continued)
June 30, 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 June 30, 2005, the Company and its subsidiaries had a net operating loss
available for carry forward of $935,590. The income tax benefit of
approximately $281,000 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.
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.
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.
OMEGA VENTURES GROUP, INC. AND SUBSIDIARY
(Development Stage Company)
NOTES TO FINANCIAL STATEMENTS (Continued)
June 30, 2005
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - continued
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.
Cost $ 15,084
Less accumulated depreciation 10,012
----------
Net 5,072
----------
OMEGA VENTURES GROUP, INC. AND SUBSIDIARY
(Development Stage Company)
NOTES TO FINANCIAL STATEMENTS (Continued)
June 30, 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. 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 amounts shown in the balance
sheet includes principal and accrued interest to June 30, 2005. The
payments are in arrears on June 30, 2005.
5. SIGNIFICANT TRANSACTIONS WITH RELATED PARTIES
Officers-directors, and Apex Resources, Inc. (an affiliate by common
officers) have acquired 27% of the common stock issued.
Related parties have made no interest, demand loans to the Company of
$16,960.
A Company affiliate has made no interest, demand loans to the Company of
$120,933.
6. 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.
OMEGA VENTURES GROUP, INC. AND SUBSIDIARY
(Development Stage Company)
NOTES TO FINANCIAL STATEMENTS (Continued)
June 30, 2005
7. GOING CONCERN
The Company intends to continue the development of its business interests,
however, there is insufficient working capital necessary to be successful
in this effort and to service its debt.
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.
8. SUBSEQUENT EVENTS
During the quarter ended March 31, 2005 the Company entered into two
contracts for the purchase of land for $550,000. 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.
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 June 30, 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 to be applied to the purchase price. After entering the
agreement, the parties agreed not to proceed with the transaction and the
seller returned the Company's initial earnest money deposit.
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 September 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 $7,986.
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
- ---------------
Because the Company is not currently generating revenue from its
limited operating activities, it is dependent upon loans from related
parties and private sales of its securities to fund its operations.
NOTE 7 OF THE NOTES TO THE UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
states that the Company will need additional capital to service its debt
and fund its planned activities, which raises substantial douct 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 June 30,
2005, the Company has generated no revenue. The Company does not expect to
generate any material revenues through the remainder of 2005.
As of June 30, 2005, the Company had an accumulated deficit of
$935,590 funded by paid-in capital. At June 30, 2005, the Company had
total current assets of $1,601 and total current liabilities of $351,446
compared to total current assets of $608 and total current liabilities of
$320,971 on December 31, 2004. The primary factors contributing the
increase in accumulated deficit and total current liabilities are increases
in notes payable for the purchase of land and accounts payable to related
and unrelated parties during the six months ended June 30, 2005.
Comparison of the three months ended June 30, 2005 and 2004
-----------------------------------------------------------
During the three months ended June 30, 2005, the Company incurred
operating expenses of $7,636 compared to $39,113 during the three months
ended June 30, 2004. This decrease in operating expenses was primarily
attributable to the fact that the Company had no funds with which to
operate during the second quarter 2005. During the three months ended June
30, 2005, the Company incurred no expenses for market development or
exploration, compared to $11,818 during the three months ended June 30,
2005. During the second quarter 2005, the Company incurred $6,536 in
administrative expenses, compared to $18,153 in the second quarter 2004.
Also during the second quarter 2004, the Company incurred $8,250 in
exploration expenses. The Company had no similar expense in the second
quarter 2005. As a result of its land acquisitions, the Company incurred
$3,220 in interest expense in the second quarter 2005, compared to $1,408
in the second quarter 2004. These overall reductions in expenses resulted
in a net loss during the three months ended June 30, 2005 of $10,856,
compared to a net loss in the three months ended June 30, 2004 of $39,313.
The Company anticipates its expenses and losses will continue at a rate
consistent with the second quarter 2005 until such time as the Company can
raise additional funds to pursue operations.
Comparison of the six months ended June 30, 2005 and 2004
---------------------------------------------------------
During the six months ended June 30, 2005, the Company incurred
operating expenses of $17,815 compared to $70,088 during the six months
ended June 30, 2004. As stated above, this decrease in operating expenses
was attributable to the fact that the Company has had no funds with which
to fund operations during the first six months of 2005. During the six
months ended June 30, 2005, the Company incurred no expenses for market
development or exploration, compared to $19,360 during the six months ended
June 30, 2005. During the six month period ended June 30, 2005, the
Company incurred $15,615 in administrative expenses, compared to $25,294
during the six months ended June 30, 2004. Also during the six months
ended June 30, 2004, the Company incurred $23,250 in exploration expenses.
The Company has not engaged in exploration activities during 2005. As a
result of its land acquisitions, the Company has incurred $6,384 in
interest expense in the first six months of 2005, compared to $3,323 in the
first six months of 2004. These overall reductions in expenses resulted in
a net loss during the six months ended June 30, 2005 of $24,199, compared
to a net loss during the six month period ended June 30, 2004 of $73,316.
The Company anticipates its expenses and losses will continue at a rate
consistent with those incurred during the first six months of 2005, until
such time as the Company can raise additional funds to pursue operations.
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 June 30, 2005, the Company had cash on
hand of $1,601. During the first quarter 2005, the Company issued
5,000,000 shares for stock subscriptions receivable of $250,000. As of
June 30, 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 when or if the
Company will receive these funds. It is also unclear whether the Company
will have sufficient funds to maintain operations through the remainder of
fiscal 2005.
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.
PART II - OTHER INFORMATION
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 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.
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 16, 2005 /S/ John M. Hickey
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John M. Hickey, Principal Executive Officer
August 16, 2005 /S/ John Ray Rask
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John Ray Rask, Principal Financial Officer