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, 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 November
11, 2005
PART I FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
OMEGA VENTURES GROUP, INC., AND SUBSIDIARIES
(Development Stage Company)
CONSOLIDATED BALANCE SHEETS
September 30, 2005 and December 31, 2004
<Table>
<Caption>
===========================================================================
(unaudited)
Sept 30, Dec 31,
2005 2004
------------ ------------
ASSETS
CURRENT ASSETS
Cash $ 577 $ 608
------------ ------------
Total Current Assets 577 608
FURNITURE AND EQUIPMENT -
net of accumulated depreciation 4,222 6,772
------------ ------------
OTHER ASSETS
Surety deposit 25,005 24,967
Web site - net of accumulated amortization - 3,017
Deposit on land purchase 10,000 -
Land 131,500 131,500
------------ ------------
166,505 159,484
------------ ------------
$ 171,304 $ 166,864
============ ============
LIABILITIES AND STOCKHOLDERS' DEFICIENCY
CURRENT LIABILITIES
Notes payable - land $ 119,676 $ 115,072
Accounts payable - affiliates 120,933 125,587
Accounts payable - related party 23,925 6,960
Accounts payable 89,457 73,352
------------ ------------
Total Current Liabilities 353,991 320,971
------------ ------------
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 September 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 (944,971) (911,391)
------------ ------------
Total Stockholders' Deficit (182,687) (154,107)
------------ ------------
$ 171,304 $ 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 STATEMENT OF OPERATIONS - (unaudited)
For the Three and Nine Months Ended September 30, 2005 and 2004 and the
Period September 19, 2000 (Date of Inception) to September 30, 2005
<Table>
<Caption>
=====================================================================================
Sept 19,
Three Months
Nine Months 2000 to
Sept 30, Sept 30, Sept 30, Sept 30,
Sept 30,
2005 2004 2005 2004
2005
---------- ---------- ---------- ----------
- ----------
REVENUES $ - $ - $ - $ -
$ -
---------- ---------- ---------- ----------
- ----------
EXPENSES
Market development - 1,373 - 20,733
387,988
Depreciation & amortization 850 1,092 3,050 3,276
13,372
Administrative 5,349 6,806 20,964 32,100
459,096
Exploration - 1,900 - 25,150
41,584
Development of web site -
preliminary project stage - - - -
25,000
---------- ---------- ---------- ----------
- ----------
NET LOSS - before other
expense (6,199) (11,171) (24,014) (81,259)
(927,040)
OTHER INCOME AND EXPENSE
Interest income 38 - 38 95
311
Interest expense (3,220) (3,300) (9,604) (6,623)
(18,242)
---------- ---------- ---------- ----------
- ----------
NET LOSS $ (9,381) $ (14,471) $ (33,580) $ (87,787)
$(944,971)
========== ========== ========== ==========
==========
NET LOSS PER COMMON SHARE
Basic $ - $ - $ - $ -
========== ========== ========== ==========
AVERAGE OUTSTANDING SHARES
(stated in 1,000's)
Basic 49,340 42,065 46,165 41,307
========== ========== ========== ==========
Diluted 54,439 47,164 51,264 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, 2005
<Table>
<Caption>
=====================================================================================
Common Stock
Capital in
-----------------------
Excess of Accumulated
Shares Amount Par Value
Deficit
------------ ---------- ----------
- -----------
Balance September 19, 2000 - - -
-
Issuance of common stock for cash
at $.001 - September 19, 2000 16,000,000 16,000 -
-
Issuance of common stock for web site
- - September 25, 2000 - Note 3 6,000,000 6,000 19,000
-
Issuance of common stock for cash
at $.01 - October 10, 2000 5,000,000 5,000 44,810
-
Net operating loss for the period
September 19, 2000 to December
31, 2000 - - -
(47,010)
Issuance of common stock for cash
at $.0012 - January 2001 2,500,000 2,500 500
-
Net operating loss for the year
ended December 31, 2001 - - -
(11,639)
Issuance of common stock for cash at
$.10 - net of offering costs -
July 22, 2002 5,098,500 5,099 405,735
-
Net operating loss for year
ended December 31, 2002 - - -
(389,097)
Issuance of common stock for services
at $.04 - January through March 2003
- - net of cancellations 1,750,000 1,750 68,250
-
Issuance of common stock for expenses
at $.02 - March 27, 2003 125,000 125 2,375
-
Issuance of common stock for cash
at $.15 - May 30, 2003 200,000 200 29,800
-
Issuance of common stock for cash
at $.023 - October 20, 2003 2,500,000 2,500 55,140
-
Issuance of common stock for expenses
at $.01 - December 2, 2003 300,000 300 2,700
-
Return and cancellation of common
stock - December 2003 (500,000) (500) 500
-
Net operating loss for the year
ended December 31, 2003 - - -
(342,721)
------------ ---------- ----------
- -----------
Balance December 31, 2003 38,973,500 38,974 628,810
(790,467)
============ ========== ==========
===========
</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 - continued
For the Period September 19, 2000 (Date of Inception)
to September 30, 2005
<Table>
<Caption>
=====================================================================================
Common Stock
Capital in
-----------------------
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 nine
months ended September 30, 2005 - - -
(33,580)
------------ ---------- ----------
- -----------
Balance September 30, 2005 -
unaudited 49,339,597 $ 49,340 $ 962,944 $
(944,971)
============ ========== ==========
===========
</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 Nine Months Ended September 30, 2005 and 2004 and the Period
September 19, 2000 (Date of Inception) to September 30, 2005
<Table>
<Caption>
Sept
19, 2000
Sept 30, Sept 30, to
Sept 30,
2005 2004
2005
----------- -----------
- -----------
CASH FLOWS FROM OPERATING ACTIVITIES
Net loss $ (33,580) $ (87,787) $
(944,971)
Adjustments to reconcile net loss to
net cash provided by operating activities
Depreciation & amortization 3,050 3,276
13,372
Change in deposits (386) (38)
-
Change in web site 2,517 -
2,517
Change in accounts payable 33,020 52,424
238,920
Issuance of capital stock for web site - -
25,000
Issuance of capital stock for services 5,000 68,567
155,000
----------- -----------
- -----------
Net Decrease in Cash From Operations 9,969 36,094
(510,200)
----------- -----------
- -----------
CASH FLOWS FROM INVESTING ACTIVITIES
Surety deposit - -
(24,968)
Purchase of web site - -
(5,027)
Purchase land and deposit (10,000) -
(52,100)
Purchase of equipment - -
(15,084)
----------- -----------
- -----------
(10,000) (52,100)
(186,579)
----------- -----------
- -----------
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 (31) (1,006)
577
Cash at Beginning of Period 608 1,006
-
----------- -----------
- -----------
Cash at End of Period $ 577 $ - $
577
=========== ===========
===========
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
September 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 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)
September 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 $944,971. The income
tax benefit of approximately $283,000 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.
8
OMEGA VENTURES GROUP, INC. AND SUBSIDIARY
(Development Stage Company)
NOTES TO FINANCIAL STATEMENTS (Continued)
September 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.
<Table>
Cost $ 15,084
Less accumulated depreciation 10,862
----------
Net 4,222
==========
</Table>
9
OMEGA VENTURES GROUP, INC. AND SUBSIDIARY
(Development Stage Company)
NOTES TO FINANCIAL STATEMENTS (Continued)
September 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 September 30,
2005. The payments are in arrears on September 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
$23,925.
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.
10
OMEGA VENTURES GROUP, INC. AND SUBSIDIARY
( Development Stage Company)
NOTES TO FINANCIAL STATEMENTS (Continued)
September 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. EARNEST MONEY DEPOSIT
During the quarter ended March 31, 2005 the Company entered into a
contract for the purchase of land for $550,000. The terms include an
earnest money deposit of $10,000, which was advanced by a Company
officer, and the balance due on the closing date, 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 September 30, 2005.
11
Arizona Land Corporation
------------------------
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. The parties did not close on the commercial
lot in September 2005. As of the date of this report, the Company has not
been notified by the sellers that they do not intend to proceed with the
purchase contract.
As of September 30, 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 $9450.
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, 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 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 generate 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,
2005, the Company has generated no revenue. The Company does not expect to
generate any revenue through the remainder of 2005.
As of September 30, 2005, the Company had an accumulated deficit
of
$171,304 funded by paid-in capital. At September 30, 2005, the Company had
total current assets of $577 and total current liabilities of $353,991
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 nine months ended September 30, 2005.
12
COMPARISON OF THE THREE MONTHS ENDED SEPTEMBER 30, 2005 AND 2004
----------------------------------------------------------------
During the three months ended September 30, 2005, the Company
incurred
operating expenses of $6,199 compared to $11,171 during the three months
ended September 30, 2004. This decrease in operating expenses was
primarily attributable to the fact that the Company had limited funds with
which to operate during the third quarter 2005 and therefore limited its
activities as much as possible. During the three months ended September
30, 2005, the Company incurred no expenses for market development or
exploration, compared to $1,373 during the three months ended September 30,
2005. During the third quarter 2005, the Company incurred $5,349 in
administrative expenses, compared to $6,806 in the third quarter 2004.
Also during the third quarter 2004, the Company incurred $1,900 in
exploration expenses. The Company had no similar expense in the third
quarter 2005. Interest expense remained fairly constant as the Company
incurred $3,220 in interest expense in the third quarter 2005, compared to
$3,300 in the third quarter 2004. These overall reductions in expenses
resulted in a net loss during the three months ended September 30, 2005 of
$9,381, compared to a net loss in the three months ended September 30, 2004
of $14,471. The Company anticipates its expenses and losses will continue
at a rate consistent with the third quarter 2005 until such time as the
Company can raise additional funds to pursue operations.
COMPARISON OF THE NINE MONTHS ENDED SEPTEMBER 30, 2005 AND 2004
---------------------------------------------------------------
During the nine months ended September 30, 2005, the Company
incurred
operating expenses of $24,014 compared to $81,259 during the nine months
ended September 30, 2004. As stated above, this decrease in operating
expenses is attributable to the fact that the Company has had limited funds
with which to fund operations during the first nine months of 2005. During
the nine months ended September 30, 2005, the Company incurred no expenses
for market development or exploration, compared to $20,733 during the nine
months ended September 30, 2004. During the nine month period ended
September 30, 2005, the Company incurred $20,964 in administrative
expenses, compared to $32,100 during the nine months ended September 30,
2004. Also during the nine months ended September 30, 2004, the Company
incurred $25,150 in exploration expenses. The Company has not engaged in
exploration activities during 2005. As a result of its land acquisitions,
the Company has incurred $9,604 in interest expense during the nine months
of 2005, compared to $6,623 during the nine months of 2004. These overall
reductions in expenses resulted in a net loss during the nine months ended
September 30, 2005 of $33,580, compared to a net loss during the nine month
period ended September 30, 2004 of $87,787. The Company anticipates its
expenses and losses will continue at a rate consistent with those incurred
during the first nine months of 2005, until such time as the Company can
raise additional funds to pursue operations.
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 September 30, 2005, the Company had cash
on hand of $577. During the first quarter 2005, the Company issued
5,000,000 shares for stock subscriptions receivable of $250,000. As of
September 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 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.
14
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
A. 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.
November 17, 2005 /S/ John M. Hickey
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John M. Hickey, Principal Executive Officer
November 17, 2005 /S/ John Ray Rask
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John Ray Rask, Principal Financial Officer
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