-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, QQPK9O9LULl3Wife8caqg37USQKyIqomBSqLB6SiPCdus4APwbPf1TSJc99Nr5rB djv4G4O5XWak9GXMPnr3Fw== 0000943440-08-000382.txt : 20080922 0000943440-08-000382.hdr.sgml : 20080922 20080919182045 ACCESSION NUMBER: 0000943440-08-000382 CONFORMED SUBMISSION TYPE: 10-Q PUBLIC DOCUMENT COUNT: 4 CONFORMED PERIOD OF REPORT: 20070331 FILED AS OF DATE: 20080922 DATE AS OF CHANGE: 20080919 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Advanced Resources Group, Ltd. CENTRAL INDEX KEY: 0001003739 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-PREPACKAGED SOFTWARE [7372] IRS NUMBER: 133858917 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 10-Q SEC ACT: 1934 Act SEC FILE NUMBER: 000-27256 FILM NUMBER: 081081209 BUSINESS ADDRESS: STREET 1: 388 PRESIDENT STREET CITY: SADDLE BROOK STATE: NJ ZIP: 07663 BUSINESS PHONE: (973) 246-9114 MAIL ADDRESS: STREET 1: 388 PRESIDENT STREET CITY: SADDLE BROOK STATE: NJ ZIP: 07663 FORMER COMPANY: FORMER CONFORMED NAME: ONLINE GAMING SYSTEMS LTD \ DATE OF NAME CHANGE: 20010928 FORMER COMPANY: FORMER CONFORMED NAME: ONLINE GAMING SYSTEMS INC DATE OF NAME CHANGE: 19991115 FORMER COMPANY: FORMER CONFORMED NAME: ATLANTIC INTERNATIONAL ENTERTAINMENT LTD DATE OF NAME CHANGE: 19961203 10-Q 1 avrg_10q.txt 10-Q FILING UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 ------------------ Form 10-Q ------------------ [X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the period ended - March 31, 2007 OR [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to ----- ----- Commission file number 0-27256 Advanced Resources Group, LTD. f/k/a Online Gaming Systems, LTD. ---------------------------------------------- (Name of Small Business Issuer in its charter) Delaware 13-3858917 - --------------------------------- ---------------------- (State or other jurisdiction of (I.R.S. Employer incorporation or organization Identification Number) 5 Erie Street, Garfield, NJ 07026 ------------------------------------------------------ (Address of principal executive offices) Registrant's telephone number, including area code: (973) 253-6131 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. YES [ ] NO [x ] Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act. YES [x] NO [ ] State the number of shares outstanding of each of the issuer's classes of common stock, as of the latest practicable date. As of June 30, 2007, the Registrant has outstanding 97,315,953 shares of Common Stock $.001 par value. Traditional Small Business Disclosure Format YES [ ] NO [x] INDEX Page No. PART I. FINANCIAL INFORMATION ITEM 1. FINANCIAL STATEMENTS Consolidated Balance Sheet at March 31, 2007 and December 31, 2006 (unaudited) 3 Consolidated Statements of Operations for the three months ended March 31, 2007 and 2006 (unaudited) 4 Consolidated Statements of Cash Flows for the three months ended March 31, 2007 and 2006 (unaudited) 5 Notes to Consolidated Financial Statements (unaudited) 6 ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION 9 ITEM 3. CONTROLS AND PROCEDURES 9 PART II. OTHER INFORMATION ITEM 1. Legal Proceedings 10 ITEM 2. Changes in Securities 10 ITEM 3. Defaults upon Senior Securities 10 ITEM 4. Submission of Matter to a Vote of Security Holders 10 ITEM 5. Other Information 10 ITEM 6. EXHIBITS 10 SIGNATURES 10 Page Two PART I. FINANCIAL INFORMATION ITEM 1. FINANCIAL STATEMENTS ADVANCED RESOURCES GROUP, LTD. (f/k/a ONLINE GAMING SYSTEMS, LTD.) CONSOLIDATED BALANCE SHEET as of March 31, 2007 and December 31. 2006 (Unaudited)
March 31, December 31, 2007 2006 ----------- ----------- ASSETS $ 0 $ 0 ----------- ----------- Total Assets $ 0 $ 0 =========== =========== LIABILITIES AND STOCKHOLDERS'EQUITY Total Liabilities $ 0 $ 0 STOCKHOLDERS' EQUITY Convertible Preferred stock - $0.001 par value, 10,000,000 shares authorized: No shares issued and outstanding - - Common stock - $0.001 par value, 200,000,000 shares authorized: 97,315,953 shares issued and outstanding 97,316 97,316 Additional paid in capital 1,633,169 22,958,479 Treasury Stock 1,125,012 Common Shares - At Cost (1,730,485) (1,730,485) Accumulated Deficit - (21,325,310) ----------- ----------- Total Stockholders' Equity $ 0 $ 0 ----------- ----------- TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY $ 0 $ 0 =========== =========== The accompanying notes are an integral part of these condensed consolidated financial statements.
Page Three ADVANCED RESOURCES GROUP, LTD. (f/k/a ONLINE GAMING SYSTEMS, LTD.) CONSOLIDATED STATEMENTS OF OPERATIONS for the three months ended as of March 31, 2007 and 2006 (Unaudited)
For the three months ended March 31, -------------------------------- 2007 2006 ----------- ----------- Revenues $ 0 $ 0 Cost of Sales 0 0 ----------- ----------- Gross Profit $ 0 $ 0 Operating Expenses 0 0 ----------- ----------- Net Income $ 0 $ 0 =========== =========== Earnings per Share of Common Stock Basic and Diluted $ 0 $ 0 Weighted average shares outstanding Basic and Diluted 97,315,953 96,190,941 The accompanying notes are an integral part of these condensed consolidated financial statements.
Page Four ADVANCED RESOURCES GROUP, LTD. (f/k/a ONLINE GAMING SYSTEMS, LTD.) CONSOLIDATED STATEMENTS OF CASH FLOWS for the three months ended as of March 31, 2007 and 2006 (Unaudited)
For the three months ended March 31, ------------------------------- 2007 2006 ----------- ------------ OPERATING ACTIVITIES: Earnings from Operations $ 0 $ 0 ----------- ------------ Net Cash - Operating Activities 0 0 INVESTING ACTIVITIES: Net Cash - Investing Activities 0 0 FINANCING ACTIVITIES: Net Cash - Financing Activities 0 0 ----------- ------------ Change in Cash 0 0 Cash - Beginning Of Period 0 0 ----------- ------------ Cash - End Of Period $ 0 $ 0 =========== ============ Supplemental Disclosure of Cash Flow Information: Cash Paid During the Period For: Interest $ 0 $ 0 Taxes $ 0 $ 0 The accompanying notes are an integral part of these condensed consolidated financial statements.
Page Five ADVANCED RESOURCES GROUP, LTD. (f/k/a ONLINE GAMING SYSTEMS, LTD.) NOTES TO CONSOLIDATED FINANCIAL STATEMENTS MARCH 31, 2007 (UNAUDITED) (1) Organization Nature of Business - On October 23, 2006, the Company agreed to merge with WS Acquisition Corp., in a transaction to be consummated in 2007. Mr. William Stehl, President and Chairman of the Board of the Company, is sole shareholder and sole officer of WS Acquisition Corp. Under the merger agreement, Mr. Stehl will receive 240,000,000 shares of the Company common stock and 60,000,000 shares of the Company preferred stock in exchange for all the shares of WS Acquisition Corp common stock. The shares have not been issued as of December 31, 2007. In January 2007 the Company changed its name to Advanced Resources Group, Inc. The Company is located in Garfield, New Jersey. At March 31, 2007 and at December 31, 2006, the Company was dormant and had ceased operations in May 2003. Before May 2003, the Company primarily developed and marketed interactive gaming products and services through the Internet. The Company established Online Gaming Systems Australia Pty., as a wholly owned subsidiary, to offer sports book sales in Australia and the Pacific Island region. On December 31, 2005, the Company was majority owned by Hosken Consolidated Investors and Subsidiaries, a South African Company. Hosken Consolidated Investors is an investment holding company involved in various technology industries. In the second quarter of 2006, Hosken Consolidated Investors executed a stock purchase agreement to sell 77,767,153 (approximately 81%) shares of the outstanding common stock of the Company to a non-related third party buyer. In August 2006, the stock purchase agreement was consummated and Hosken Consolidated Investors cancelled the outstanding convertible note of $2,474,907 plus interest owed to it by the Company. (2) Summary of Significant Accounting Policies Principles of Consolidation - These financial statements include the accounts of the Company and its subsidiaries. All material inter-company accounts and transactions have been eliminated. Use of Estimates - The preparation of financial statements in conformity with generally accepted accounting principles requires management to make certain estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from these estimates. Cash and Cash Equivalents - The Company considers all highly liquid investments, with a maturity of three months or less when purchased, to be cash. Property and Equipment and Depreciation - Property and equipment are stated at cost. Depreciation is computed primarily using the straight-line method over the estimated useful lives of the assets. Leasehold improvements are amortized using the straight-line method over the lesser of the term of the related lease or the estimated useful lives of the improvements. Routine maintenance and repair costs are charges to expense as incurred and renewals and improvements that extend the useful life of the assets are capitalized. Upon sale or retirement, the related cost and accumulated depreciation are eliminated from the respective accounts and resulting gain or loss is reported within the financial statements. Revenue Recognition - Revenue is recognized once four criteria are met (1) the Company must have persuasive evidence that an arrangement exists, (2) services have been performed and accepted by the customer, (3) the selling price must be fixed and determinable and (4) collectability must be reasonably assured. Page Six ADVANCED RESOURCES GROUP, LTD. (f/k/a ONLINE GAMING SYSTEMS, LTD.) NOTES TO CONSOLIDATED FINANCIAL STATEMENTS MARCH 31, 2007 (UNAUDITED) (2) Summary of Significant Accounting Policies (continued) Income Taxes - The Company provides deferred taxes on the tax effects of differences between the financial reporting and tax bases of the Company's assets and liabilities at the enacted tax rates in effect for the years in which the differences are expected to be reversed. The Company evaluates the recoverability of the deferred tax assets and established a valuation allowance when it is more likely than not that some portion or all of the deferred tax assets will not be realized. Earnings Per Share - Basic earnings per share is computed by dividing the earnings available to common stockholders by the weighted average number of common shares issued and outstanding during the period. Going Concern - These financial statements have been prepared on a going concern basis. The Company has not generated significant revenues or profits to date. This factor among others raises considerable doubt the Company will be able to continue as a going concern. The Company's continuation as a going concern depends upon its ability to generate sufficient cash flow to conduct its operations and its ability to obtain additional sources of capital and financing. The accompanying consolidated financial statements do not include any adjustments that may result from the outcome of this uncertainty. Management's plans to relieve these problems by continuing to raise working capital either through stock sales or loans. Significant Risks and Uncertainties - The Company places its cash with high credit quality institutions to limit its credit exposure. The Company routinely assesses the credit worthiness of its customers before a sale takes place and as such believes its credit risk exposure is limited. The Company performs ongoing credit evaluations of its customers but does not require collateral as a condition of service. (3) Convertible Notes Payable - Related Party At December 31, 2005, the Company had a $2,474,907 convertible note payable balance due to Hosken Consolidated Investments. Terms of the revised loan agreement provides for an extension of the maturity to repay all principal outstanding and related accrued interest by December 31, 2006. The notes payable are secured by substantially all assets of the Company. As of December 31, 2005 the Company had accrued $1,719,496 in interest related to the convertible debt borrowing. No interest has been accrued in 2006 due to the business being dormant. In the second quarter of 2006, Hosken Consolidated Investments executed a stock purchase agreement to sell 77,767,153 (approximately 81%) shares of the outstanding common stock of the Company at June 30, 2006 to a non- related third party buyer. In August 2006, the stock purchase agreement was consumed and Hosken Consolidated Investments canceled the outstanding convertible note of $2,474,907 plus interest owed to it by the Company. (4) Income Taxes There is no provision for income taxes for the year and period ending December 31, 2006 and March 31, 2007 respectively, due to the Company's business operations being dormant. As of December 31, 2006 and March 31, 2007, the Company had a gross deferred tax asset of approximately $6,700,000. The deferred tax asset primarily consists of approximately $16,700,000 of federal net operating loss tax carry-forwards expiring in years 2012 through 2022. The gross deferred tax asset is offset by a valuation allowance of $6,700,000 at December 31, 2006 and March 31, 2007 respectively. The Company's ability to utilize its carry-forward may be subject to certain limitations in future periods, including Section 382 of the Internal Revenue Code of 1986, as amended. Page Seven ADVANCED RESOURCES GROUP, LTD. (f/k/a ONLINE GAMING SYSTEMS, LTD.) NOTES TO CONSOLIDATED FINANCIAL STATEMENTS MARCH 31, 2007 (UNAUDITED) (5) Equity On October 23, 2006, the Company agreed to merge with WS Acquisition Corp., in a transaction to be consummated in 2007. Mr. William Stehl, President and Chairman of the Board of the Company, is sole shareholder and sole officer of WS Acquisition Corp. Under the merger agreement, Mr. Stehl will receive 240,000,000 shares of the Company common stock and 60,000,000 shares of the Company preferred stock in exchange for all the shares of WS Acquisition Corp common stock. The shares have not been issued as of December 31, 2007. In addition, the Company does not have the authorized share to complete the agreement. If the shares had been authorized and issued at March 31, 2007 the number of preferred shares outstanding would have been 60,000,000 and the number of common shares outstanding would have been 337,315,953. (6) Stock Options On January 1, 1997, the Company adopted an Incentive Stock Option Plan for Employees, Directors, Consultants and Advisors. This plan expired December 31, 2006. Employees, directors, consultants and advisors of the Company are eligible for participation in the plan. The plan provides for stock to be issued pursuant to options granted and shall be limited to 250,000 shares of common stock, $.001 par value. The shares have been reserved for issue in accordance with the terms of the plan. At November 2002 stockholder meeting, the stockholders approved an amendment to the plan to increase the maximum number of shares of common stock issuable upon exercise of options granted under the plan to 10,000,000. In December 2002, the Board of Directors authorized the issuance of incentive stock options under this plan to five members of management. In 2003, the five members of management terminated their employment and under the terms of the plan the options expired. The Company did not grant any incentive stock options during year or period ended December 31, 2006 and March 31, 2007 respectively. As of December 31, 2006 and March31, 2007 there were no outstanding options under the plan. Non-incentive stock options and warrants may be granted to employees or non- employees at fair value or at the price less than fair market value of the common stock at the date of the grant. There were no non-incentive options and warrants granted during the periods ended December 31, 2006 and March 31, 2007. The following is a summary of the non-incentive options and warrants transactions for the periods; Shares Exercise Price Outstanding at December 31, 2005 133,334 $2.25 Exercisable at December 31, 2005 133,334 $2.25 Granted 0 Exercised 0 Canceled 133,334 Outstanding at December 31, 2006 0 Exercisable at December 31, 2006 0 The Company uses the Black-Scholes option valuation model to estimate the fair of options. Option valuation models require the input of highly subjective assumptions including the expected stock price volatility. (7) Subesquent Event The Company's board of directors consummated the WSA acquisition on October 21, 2007 when a valuation of the acquired stockpile was concluded. The acquisition was recorded at the FMV of the stock price on October 21, 2007 of $.17 or $51,000,000. Page Eight ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION RESULTS OF OPERATIONS Three Months Ended March 31, 2007 and 2006 The Company permanently ceased operations in May 2003, therefore no discussion and analysis of financial condition or results of operations would be relevant. FORWARD - LOOKING STATEMENTS The matters discussed in Management's Discussion and Analysis and throughout this report that are forward-looking statements are based on current management expectations that involve risk and uncertainties. Potential risks and uncertainties include, without limitation; the impact of economic conditions generally and in the industry for Internet gaming products and services; dependence on key customers; continued competitive and pricing pressures in the industry; open-sourcing of products; rapid product improvement and technological change; capital and financing availability; and other risks set forth herein. ITEM 3. CONTROLS AND PROCEDURES Evaluation of Disclosure Controls and Procedures The Company maintains a system of disclosure controls and procedures designed to ensure that information required to be disclosed in its Exchange Act Reports is recorded, processed, summarized and reported within the time periods specified in the Securities and Exchange Commission's rules and forms, and such information is accumulated and communicated to management, including the Chief Executive Officer and acting Principal Financial Officer, to allow timely decisions regarding required disclosure. Management necessarily applies its judgment in assessing the costs and benefits of such controls and procedures, which, by their nature, can provide only reasonable assurance regarding management's control objective. With the participation of management, the Company's Chief Executive Officer and acting Principal Financial Officer evaluated the effectiveness of the design and operation of its disclosure controls and procedures as of the end of the period covered by this report. Based on this evaluation, the Company's Chief Executive Officer and acting Principal Financial Officer concluded that the Company's disclosures and procedures were effective at March 31, 2006. Change In Internal Controls There were no significant changes in the Company's internal controls over financial reporting that occurred during the three month period ended March 31, 2007 that have materially affected, or are reasonably likely to materially affect, the Company's internal controls over financial reporting. Page Nine PART II - OTHER INFORMATION ITEM 1. LEGAL PROCEEDINGS There were no legal proceedings filed or threatened involving the Company during the three month period ended March 31, 2006. ITEM 2. CHANGES IN SECURITIES. Not Applicable ITEM 3. DEFAULTS UPON SENIOR SECURITIES Not Applicable ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS Not Applicable ITEM 5. OTHER INFORMATION Not Applicable ITEM 6. EXHIBITS 31.1 Certification by Chief Executive Officer pursuant to Section 302 of Sarbanes-Oxley Act of 2002. 32.1 Certification of Chief Executive Officer and acting Chief Financial Officer pursuant to Section 906 of Sarbanes-Oxley Act of 2002. SIGNATURES In accordance with the requirements of the Exchange Act, the registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized. Advanced Resources Group, Ltd. Date: September 17, 2008 By: /s/ Richard Dunning ---------------------------------- Richard Dunning President EX-31.1 2 cert_ex31z1.txt EXHIBIT 31.1 EXHIBIT 31.1 CHIEF EXECUTIVE OFFICER CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002 I, Richard Dunning, certify that; 1. I have reviewed this Form 10-Q of Advanced Resources Group, L.T.D; 2. Based on my knowledge, this quarterly report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this annual report; 3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report; 4. The small business issuers, other certifying officer(s) and I are responsible for establishing and maintaining disclosure, controls and procedures (as defined in Exchange Act Rules 13a- 15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13-a-15(f) and 15d-15(f)) for the small business issuer and have: (a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the small business issuer, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared; (b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principals; (c) Evaluated the effectiveness of the small business issuer's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and (d) Disclosed in this report any change in the small business issuer's internal control over financing reporting that occurred during the small business issuer's most recent fiscal quarter (the small business issuer's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the small business issuer's internal control over financial reporting; and 5. I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the small business issuer's auditors and the audit committee of the small business issuer's board of directors (or persons performing the equivalent functions): (a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonable likely to adversely affect the small business issuer's ability to record, process, summarize and report financial information; and (b) Any fraud, whether or not material, that involved management or other employees who have a significant role in the small business issuer's internal control over financial reporting. Date: September 17, 2008 /s/ Richard Dunning ---------------------------------- Richard Dunning President EX-31.2 3 cert_ex31z2.txt EXHIBIT 31.2 EXHIBIT 31.2 ACTING PRINCIPAL OFFICER CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002 I, Richard Dunning, certify that; 1. I have reviewed this Form 10-Q of Advanced Resources Group, L.T.D; 2. Based on my knowledge, this quarterly report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this annual report; 3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report; 4. The small business issuers, other certifying officer(s) and I are responsible for establishing and maintaining disclosure, controls and procedures (as defined in Exchange Act Rules 13a- 15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13-a-15(f) and 15d-15(f)) for the small business issuer and have: (a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the small business issuer, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared; (b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principals; (c) Evaluated the effectiveness of the small business issuer's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and (d) Disclosed in this report any change in the small business issuer's internal control over financing reporting that occurred during the small business issuer's most recent fiscal quarter (the small business issuer's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the small business issuer's internal control over financial reporting; and 5. I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the small business issuer's auditors and the audit committee of the small business issuer's board of directors (or persons performing the equivalent functions): (a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonable likely to adversely affect the small business issuer's ability to record, process, summarize and report financial information; and (b) Any fraud, whether or not material, that involved management or other employees who have a significant role in the small business issuer's internal control over financial reporting. Date: September 17, 2008 /s/ Richard Dunning ---------------------------------- Richard Dunning Acting Chief Financial Officer EX-32.1 4 cert_ex32z1.txt EXHIBIT 32.1 EXHIBIT 32 CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT BY SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002 In connection with the Quarterly Report of Advanced Resources Group, LTD. (the "Company") on Form 10-Q for the period ending March 31, 2007 as filed with the Securities and Exchange Commission on the date hereof (the "Report"), I, Richard Dunning, President and Acting Chief Financial Officer (principal financial officer) of the Company, certifies, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that, to the best of his knowledge and belief: 1. The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and 2. The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of Report of Advanced Resources Group, LTD. Date: September 17, 2008 /s/ Richard Dunning ---------------------------------- Richard Dunning Chief Executive Officer Acting Chief Financial Officer -----END PRIVACY-ENHANCED MESSAGE-----