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, 2006 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.)
299 South Main, Suite 1300, Salt Lake City, Utah 84111
------------------------------------------------------
(Address of principal executive offices)
(801) 534-4450
-------------------
(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
----- ----
Check if the Issuer is a shell company. [X]
As of September 30, 2006, the Company had 72,103,686 shares of its $0.001
par value common stock outstanding.
PART I FINANCIAL INFORMATION
Item 1. Financial Statements
OMEGA VENTURES GROUP, INC. AND SUBSIDIARIES
( Development Stage Company)
CONSOLIDATED BALANCE SHEETS - unaudited
September 30, 2006 and December 31, 2005
<Table>
<Caption>
Sept 30, Dec 31,
2006 2005
------------ ------------
ASSETS
CURRENT ASSETS
Cash $ 32,835 $ 25,615
------------ ------------
Total Current Assets 32,835 25,615
------------ ------------
FURNITURE AND EQUIPMENT - net of
accumulated depreciation 3,935 4,308
------------ ------------
$ 36,770 $ 29,923
============ ============
LIABILITIES AND STOCKHOLDERS' DEFICIENCY
CURRENT LIABILITIES
Accounts payable - affiliates 58,923 121,203
Accounts payable - related parties 2,700 22,800
Accounts payable 87,931 97,454
------------ ------------
Total Current Liabilities 149,554 241,457
------------ ------------
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; 72,103,686 shares issued and
outstanding June 30 72,104 49,340
Capital in excess of par value 1,167,821 962,944
Stock subscriptions receivable (250,000) (250,000)
Deficit accumulated during the
development stage (1,102,709) (973,818)
------------ ------------
Total Stockholders' Deficit (112,784) (211,534)
------------ ------------
$ 36,770 $ 29,923
============ ============
</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 and Nine Months Ended September 30, 2006 and 2005
and the period September 19, 2000 (Date of Inception)
to September 30, 2006
<Table>
<Caption>
Sept 29,
Three Months Nine Months 2000 to
Sept 30, Sept 30, Sept 30, Sept 30, Sept 30,
2006 2005 2006 2005 2006
----------- ----------- ----------- ----------- ------------
REVENUES $ - $ - $ - $ - $ 823
----------- ----------- ----------- ----------- ------------
EXPENSES
Market development - - - - 387,988
Depreciation
& amortization 850 850 2,550 3,050 18,353
Administrative 38,005 5,349 126,341 20,964 590,630
Exploration - - - - 41,584
Development of web
site - preliminary
project stage - - - - 25,000
----------- ----------- ----------- ----------- ------------
NET LOSS - OPERATIONS (38,855) (6,199) (128,891) (24,014) (1,062,732)
OTHER EXPENSE
Interest income - 38 - 38 89
Interest expense - (3,220) - (9,604) (18,242)
Loss of assets - - - - (21,824)
----------- ----------- ----------- ----------- ------------
NET LOSS $ (38,855) $ (9,381) $ (128,891) $ (33,580) $(1,102,709)
=========== =========== =========== =========== ============
NET LOSS PER
COMMON SHARE
Basic $ - $ - $ - $ -
AVERAGE OUTSTANDING
SHARES (stated in
1,000's)
Basic 72,102 49,340 60,722 46,165
----------- ----------- ----------- -----------
Diluted 77,203 54,439 65,821 51,264
----------- ----------- ----------- -----------
</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, 2006
<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)
----------- ----------- ----------- -----------
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 42,989,597 42,990 714,294 (911,391)
</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 September 30, 2006
<Table>
<Caption>
Capital in
Common Stock Excess of Accumulated
Shares Amount Par Value Deficit
----------- ----------- ----------- -----------
Issuance of common stock for
expenses at $.02 - Jan 2005 250,000 250 4,750 -
Issuance of common stock for
subscription receivable -
net of finders fees - Jan 2005 6,100,000 6,100 243,900 -
Net operating loss for the year
ended December 31, 2005 - - - (62,427)
----------- ----------- ----------- -----------
Balance December 31, 2005 49,339,597 49,340 962,944 (973,818)
Issuance of common shares for
cash - net of issuance costs
- June 2006 22,764,089 22,764 204,877 -
Net operating loss for the nine
months ended September 30, 2006 - - - (128,891)
----------- ----------- ----------- -----------
Balance September 30, 2006 72,103,686 $ 72,104 $ 1,167,821 $(1,102,709)
=========== =========== =========== ===========
</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, 2006 and 2005 and the Period
September 19, 2000 (Date of Inception) to September 30, 2006
<Table>
<Caption>
Sept 19, 2000
Sept 30, Sept 30, to Sept 30,
2006 2005 2006
------------ ------------ ------------
CASH FLOWS FROM OPERATING ACTIVITIES
Net loss $ (128,891) $ (33,580) $(1,102,709)
Adjustments to reconcile net loss to
net cash provided by operating
activities
Depreciation & amortization 2,550 3,050 18,353
Change in accounts payable (9,523) 32,982 226,538
Issuance of capital stock for web site - 2,517 25,000
Issuance of capital stock for services - 5,000 155,000
------------ ------------ ------------
Net Change in Cash From Operations (135,864) 9,969 (677,818)
------------ ------------ ------------
CASH FLOWS FROM INVESTING ACTIVITIES
Purchase of web site - - (5,027)
Purchase land and deposit - (10,000) (109,676)
Purchase of equipment (2,177) - (17,261)
------------ ------------ ------------
(2,177) (10,000) (131,964)
------------ ------------ ------------
CASH FLOWS FROM FINANCING ACTIVITIES
Changes in a note payable (82,380) - 32,692
Net proceeds from issuance of
common stock 227,641 - 809,925
------------ ------------ ------------
145,261 - 842,617
------------ ------------ ------------
Net change in Cash 7,220 (31) 32,835
Cash at Beginning of Period 25,615 608 -
------------ ------------ ------------
Cash at End of Period $ 32,835 $ 577 $ 32,835
============ ============ ============
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, 2006
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 SUBSIDIARIES
( Development Stage Company)
NOTES TO FINANCIAL STATEMENTS (Continued)
September 30, 2006
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 September 30, 2006, the Company and its subsidiaries had a net
operating loss available for carry forward of $ 1,102,709. The income
tax benefit of approximately $ 331,000 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 starting in 2021 through 2027.
Financial Instruments
- ---------------------
The carrying amounts of financial instruments 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.
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
8
OMEGA VENTURES GROUP, INC. AND SUBSIDIARIES
( Development Stage Company)
NOTES TO FINANCIAL STATEMENTS (Continued)
September 30, 2006
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - continued
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
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. SIGNIFICANT TRANSACTIONS WITH RELATED PARTIES
Officers-directors, and Apex Resources, Inc. (an affiliate by common
officers) have acquired 21% of the common stock issued.
Officer-directors have made no interest, demand loans to the Company of
$2,700.
A Company affiliate has made no interest, demand loans to the Company of
$58,923.
9
OMEGA VENTURES GROUP, INC. AND SUBSIDIARIES
( Development Stage Company)
NOTES TO FINANCIAL STATEMENTS (Continued)
September 30, 2006
5. 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 exercised.
During 2005 the Company issued 250,000 restricted common shares for
services of $5,000 and 6,100,000 restricted common shares for stock
subscriptions receivable of $250,000.
During 2006 the Company issued 22,764,089 restricted common shares for $
227,641, net of issuance costs.
6. 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.
10
OMEGA VENTURES GROUP, INC. AND SUBSIDIARIES
(Development Stage Company)
NOTES TO FINANCIAL STATEMENTS
September 30, 2006
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 preferred 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.
11
OMEGA VENTURES GROUP, INC. AND SUBSIDIARIES
(Development Stage Company)
NOTES TO FINANCIAL STATEMENTS (Continued)
September 30, 2006
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - continued
Basic and Dilutive Net Income (Loss) Per Share
- ----------------------------------------------
Basic net income (loss) per share amounts are computed based on the
weighted average number of shares actually outstanding. Diluted net income
(loss) per share amounts are computed using the weighted average number of
common shares and common equivalent shares outstanding as if shares had
been issued on the exercise of any common share rights unless the exercise
becomes antidilutive and then only the basic per share amounts are shown in
the report.
The dilutive common shares includes 5,098,500 shares that may be issued in
the future.
Income Taxes
- ------------
The Company utilizes the liability method of accounting for income taxes.
Under the liability method deferred tax assets and liabilities are
determined based on the differences between financial reporting and the tax
bases of the assets and liabilities and are measured using the enacted tax
rates and laws that will be in effect, when the differences are expected to
reverse. An allowance against deferred tax assets is recorded, when it is
more likely than not, that such tax benefits will not be realized.
On September 30, 2006, the Company and its subsidiaries had a net operating
loss available for carry forward of $1,102,709. The income tax benefit of
approximately $331,000 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 starting in 2021 through 2027.
Financial Instruments
- ---------------------
The carrying amounts of financial instruments 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.
12
OMEGA VENTURES GROUP, INC. AND SUBSIDIARIES
(Development Stage Company)
NOTES TO FINANCIAL STATEMENTS (Continued)
September 30, 2006
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.
13
OMEGA VENTURES GROUP, INC. AND SUBSIDIARIES
(Development Stage Company)
NOTES TO FINANCIAL STATEMENTS (Continued)
September 30, 2006
3. OIL AND GAS LEASES
During August 2003 Western Gas Corporation (subsidiary) acquired an
undivided 2.5% working interest, with a1.875% 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. SIGNIFICANT TRANSACTIONS WITH RELATED PARTIES
Officers-directors, and Apex Resources Group, Inc. (an affiliate by common
officers) have acquired 21% of the common stock issued.
Officer-directors have made no interest, demand loans to the Company of
$2,700.
A Company affiliate has made no interest, demand loans to the Company of
$58,923.
5. 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 exercised.
During 2005 the Company issued 250,000 restricted common shares for
services of $5,000 and 6,100,000 restricted common shares for stock
subscriptions receivable of $250,000.
During 2006 the Company issued 22,764,089 restricted common shares for
$227,641, net of issuance costs.
14
OMEGA VENTURES GROUP, INC. AND SUBSIDIARIES
(Development Stage Company)
NOTES TO FINANCIAL STATEMENTS (Continued)
September 30, 2006
6. 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.
15
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 the Part I- Item 1. Financial Statements to this Form 10-
QSB and with the Form 10-KSB Annual Report of the Company filed with the
Securities and Exchange Commission on April 27, 2006.
GENERAL
- -------
From inception through the fourth quarter of 2003, the Company sought
to establish an online credit and collections professional referral
service. The Company encountered numerous difficulties in implementing its
referral service. These difficulties, coupled with a lack of funds and
limited prospects for generating revenue, prompted the Company in the
fourth quarter of 2003, to discontinue its efforts to pursue the
development of its online credit and collections referral service.
During 2004 and 2005, the Company primarily focused its efforts into
the acquisition of interests in oil and gas projects and real estate.
Because of limited funds, however, the Company has been unsuccessful in its
efforts. As a result of its limited funds, the Company engaged in very
little operating activity during 2006.
The Company has three wholly-owned subsidiaries: Western Gas
Corporation; Arizona Land Corporation and 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, 2006.
Arizona Land Corporation
------------------------
Due to a lack of funds, Arizona Land did not engage in any land
acquisition activities during the quarter ended September 30, 2006.
Vogue Environmental Solutions, Inc.
-----------------------------------
Due to a lack of funds, Vogue Environmental Solutions did not engage
in active operations during the quarter ended September 30, 2006.
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.
16
Note 6 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 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 2006, 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.
During the second quarter the Company finalized the terms of a private
placement of its common stock. The Company sold 22,764,100 shares of its
common stock in exchange for proceeds of $227,641. The Company shares were
issued in June 2006.
RESULTS OF OPERATIONS
- ---------------------
During the period from inception, September 19, 2000, to September 30,
2006, the Company has generated no income from active operations. Since
inception, the Company has earned $823 in interest income, including $0
during the nine months ended September 30, 2006. The Company does not
expect to generate any material revenues during the remainder of the 2006
fiscal year.
As of September 30, 2006, the Company had an accumulated deficit of
$1,102,709 funded by paid-in capital. At September 30, 2006, the Company
had total current assets of $32,835 and total current liabilities of
$149,554 compared to total current assets of $25,615 and total current
liabilities of $241,457 on December 31, 2005. The private placement
conducted during the second quarter is the primary factor contributing to
the increase in total assets. The primary contributing factors to the
decrease in accumulated deficit and total current liabilities is decreased
accounts payable during the quarter ended June 30, 2006.
COMPARISON OF THE THREE MONTHS ENDED SEPTEMBER 30, 2006 AND 2005
----------------------------------------------------------------
During the three months ended September 30, 2006, the Company incurred
operating expenses of $38,855 compared to $6,199 during the three months
ended September 30, 2005. This significant increase in operating expenses
was attributable to a significant increase in administrative expense.
During the third quarter 2006, the Company incurred $38,005 in
administrative expenses, compared to $5,349 in the third quarter 2005.
This significant increase in administrative expense is largely attributable
to increased travel expenses incurred in connection with the relocation of
the Company's offices to Salt Lake City. The Company also paid John Hickey
$10,000 for consulting fees during the three months ended September 30,
2006. During the third quarter 2006, the Company incurred $850 in
depreciation and amortization compared to $850 during the third quarter
2005.
During the three months ended September 30, 2006 and September 30,
2005, the Company incurred no expenses for market development, exploration
or website development.
The Company incurred no interest expense during the third quarter of
2006 but did incur interest expense of $3,220 during the third quarter of
2005. The Company anticipates its expenses and losses will continue at a
rate consistent with those experienced during the second quarter 2006 until
such time as the Company undertakes active operations.
17
COMPARISON OF THE NINE MONTHS ENDED SEPTEMBER 30, 2006 AND 2005
---------------------------------------------------------------
During the nine months ended September 30, 2006, the Company incurred
operating expenses of $128,891 compared to $24,014 during the nine months
ended September 30, 2005. As stated above, significant increase in
operating expenses was attributable to a significant increase in
administrative expense.
During the nine month period ended September 30, 2006, the Company
incurred $126,341 in administrative expenses, compared to $20,964 during
the nine months ended September 30, 2005. This significant increase in
administrative expense is largely attributable to increased travel, to
oversee the office move to Salt Lake City, Utah, and consulting fees for
third quarter. During the nine month period ended September 30, 2006, the
Company incurred $2,550 in depreciation and amortization compared to $3,050
during the nine months ended September 30, 2006.
During the nine months ended September 30, 2006, the Company incurred
no expenses for market development, exploration, or website development,
compared to no expense during the nine months ended September 30, 2005.
As a result of no activity in its land acquisitions, the Company has
incurred $0 in interest expense during the nine months of 2006, compared to
$9,604 during the nine months of 2005. These overall reductions in
expenses resulted in a net loss during the nine months ended September 30,
2006 of $128,891, compared to a net loss during the nine month period ended
September 30, 2005 of $33,580. The Company anticipates its expenses and
losses will continue at a rate consistent with those incurred during the
first nine months of 2006, 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 discussed above, during the second quarter
the Company finalized a private placement of its common stock to an
investor. In exchange for $227,641, the investor in the private placement
was issued 22,764,089 shares of our common stock.
As of September 30, 2006, the Company had cash on hand of $32,835.
During the second quarter 2005, the Company issued 5,000,000 shares for
stock subscriptions receivable of $250,000. As of September 30, 2006, 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 if, or when, the Company will receive
these funds.
It is unlikely the Company will realize revenue from the operations of
any of its subsidiaries through the remainder of 2006. While the Company
raised $227,641 in the private offering, unless the Company can undertake a
business opportunity that will allow it to generate revenue, it is unclear
how long the Company may be able to continue operations.
OFF BALANCE SHEET FINANCING ARRANGEMENTS
- ----------------------------------------
As of September 30, 2006 the Company had no off-balance sheet
financing arrangements
18
ITEM 3. CONTROLS AND PROCEDURES
EVALUATION OF DISCLOSURE CONTROLS AND PROCEDURES
Our principal executive officer 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 our disclosure controls and procedures
are effective to ensure that information required to be disclosed by us in
this report is accumulated and communicated to management, including the
Certifying Officers as appropriate, to allow timely decisions regarding
required disclosure. Based on this evaluation, our Certifying Officers
have concluded that our disclosure controls and procedures are effective as
of September 30, 2006.
CHANGES IN INTERNAL CONTROL OVER FINANCIAL REPORTING
There were no changes in our internal controls over financial
reporting during the quarter ended September 30, 2006 that materially
affected, or are reasonably likely to materially affect, our internal
control over financial reporting.
PART II - OTHER INFORMATION
ITEM 6. EXHIBITS
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.
19
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
the registrant has duly caused this quarterly report to be signed on its
behalf by the undersigned thereunto duly authorized.
OMEGA VENTURES GROUP, INC.
November 11, 2006 /s/ John M. Hickey
------------------------------------
John M. Hickey, Principal Executive
Officer
November 11, 2006 /s/ John Ray Rask
------------------------------------
John Ray Rask, Principal Financial
Officer
20