-----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, Mlz2kwGp+IXDnBsrDJbCNp315cLofq5aQnu5JWkiGarB7FOTO9Y/Hju/W69E248O V4mk1oXI9UnHtXuIFgsDyQ== 0001400253-07-000006.txt : 20070706 0001400253-07-000006.hdr.sgml : 20070706 20070706105930 ACCESSION NUMBER: 0001400253-07-000006 CONFORMED SUBMISSION TYPE: 10QSB PUBLIC DOCUMENT COUNT: 5 CONFORMED PERIOD OF REPORT: 20040331 FILED AS OF DATE: 20070706 DATE AS OF CHANGE: 20070706 FILER: COMPANY DATA: COMPANY CONFORMED NAME: ONLINE GAMING SYSTEMS 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: 10QSB SEC ACT: 1934 Act SEC FILE NUMBER: 000-27256 FILM NUMBER: 07966635 BUSINESS ADDRESS: STREET 1: 200 E PALMETTO PARK RD, STE 200 CITY: BOCA RATON STATE: FL ZIP: 33432 BUSINESS PHONE: 5613936685 MAIL ADDRESS: STREET 1: 3225 MCLEDO DRIVE STREET 2: 1ST FLOOR CITY: LAS VEGAS STATE: NV ZIP: 89121 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 FORMER COMPANY: FORMER CONFORMED NAME: CEEE GROUP CORP DATE OF NAME CHANGE: 19951120 10QSB 1 online_form10qsb-33104.txt QUARTERLY REPORT UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-QSB [X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Quarter Ended March 31, 2004 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 ONLINE GAMING SYSTEMS, LTD. --------------------------- (Exact name of small business issuer as specified in its charter) DELAWARE 13-3858917 -------- ---------- (State or other jurisdiction of (I.R.S. Employer incorporation or organization) Identification number) c/o Advanced Resources Group, LTD, 5 Erie Street, Garfield, NJ 07026 -------------------------------------------------------------------- (Address of principal executive offices) Registrant's telephone no., including area code: (973) 253-6131 Check whether the issuer (1) filed all reports required to be filed by Section 13 or 15 (d) of the Securities Exchange Act of 1934 during the past 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 [X] NO [ ] APPLICABLE ONLY TO CORPORATE ISSUERS State the number of shares outstanding of each of the issuer's classes of common equity, as of the latest practicable date. Class Outstanding as of May 31, 2007 ----- ------------------------------ Common Stock, $.001 par value 97,315,953 TABLE OF CONTENTS Heading PART I. FINANCIAL INFORMATION Page Item 1 Financial Statements .............................................. 2 Balance Sheet-March 31, 2004 (Unaudited) .......................... 3 Statement of Operations-Three Months Ended March 31, 2004 (Unaudited) .................................................. 4 Statement of Cash Flows-Three Months Ended March 31, 2004 (Unaudited) .................................................. 5 Notes to Financial Statements (Unaudited) ......................... 6-7 Item 2 Management's Discussion and Analysis or Plan of Operation ......... 8 Item 3 Controls and Procedures ........................................... 8 PART II. OTHER INFORMATION Item 1 Legal Proceedings ................................................. 9 Item 2 Unregistered Sales of Equity Securities and use of Proceeds ....... 9 Item 3 Defaults Upon Senior Securities ................................... 9 Item 4 Submission of Matters to a Vote of Securities Holders ............. 9 Item 5 Other Information ................................................. 9 Item 6 Exhibits .......................................................... 9 Signatures ................................................................. 10 PART 1 Item 1. Financial Statements The following unaudited financial Statements for the three-month periods ended March 31, 2004 and 2003 have been prepared by Online Gaming Systems, Ltd. (the "Company"). ONLINE GAMING SYSTEMS, LTD. Financial Statements March 31, 2004 Page 2 of 10 ONLINE GAMING SYSTEMS, LTD. BALANCE SHEET
MARCH 31, DECEMBER 31, 2004 2003 ------------ ------------ (Unaudited) ASSETS: CURRENT ASSETS: Cash $ -- $ -- Other Current Assets -- -- ------------ ------------ TOTAL CURRENT ASSETS -- -- ------------ ------------ PROPERTY AND EQUIPMENT-Net -- -- ------------ ------------ OTHER ASSETS Deposit -- -- Intangible Assets-Net -- -- ------------ ------------ TOTAL ASSETS $ -- $ -- ============ ============ LIABILITIES AND STOCKHOLDERS' EQUITY: CURRENT LIABILITIES: Cash Overdraft $ -- $ -- Accounts Payable and Accrued Expenses -- -- Accrued Interest-Related Party 1,719,496 1,719,496 Advances - Related Party -- -- Convertible Notes Payable - Related Party 2,474,907 5,474,907 ------------ ------------ TOTAL CURRENT LIABILITIES 4,194,403 4,194,403 COMMITMENTS AND CONTINGENCIES -- -- STOCKHOLDERS' (DEFICIT): Convertible Preferred Stock-Par Value $.001 Per Share; Authorized 10,000,000 Shares, None Issued and Outstanding -- -- Common Stock-Par value $.001 Per Share; Authorized 200,000,000 Shares, Issued and outstanding- 97,315,953 Shares at March 31, 2004 97,316 97,316 Additional Paid-in Capital 18,764,076 18,764,076 Treasury Stock,1,125,012 Common Shares-At Cost (1,730,485) (1,730,485) Accumulated (Deficit) (21,325,310) (21,325,310) ------------ ------------ TOTAL STOCKHOLDERS' (DEFICIT) (4,194,403) (4,194,403) ------------ ------------ TOTAL LIABILITIES AND STOCKHOLDERS' (DEFICIT) $ -- $ -- ============ ============
The Accompanying Notes are an Integral Part of these Consolidated Financial Statements Page 3 of 13 ONLINE GAMING SYSTEMS, LTD. AND SUBSIDIARY CONSOLIDATED STATEMENTS OF OPERATIONS (UNAUDITED) THREE MONTHS ENDED MARCH 31, ------------------------------ 2004 2003 ------------ ------------ REVENUE Related Party $ -- $ -- Other -- 28,036 ------------ ------------ TOTAL REVENUE $ -- $ 28,036 COST OF SALES -- -- ------------ ------------ GROSS PROFIT -- 28,036 OPERATING EXPENSES: General and Administrative -- 233,901 Depreciation and Amortization -- 46,171 ------------ ------------ TOTAL OPERATING EXPENSES -- 280,072 ------------ ------------ [LOSS] FROM OPERATIONS (--) (252,036) ------------ ------------ OTHER [EXPENSES] INCOME: Interest Expense-Related Party (--) (197,809) Interest Expense (--) (--) Settlement of debt -- -- Other Income [Expense] -- -- ------------ ------------ OTHER [EXPENSES] INCOME - NET -- (197,809) ------------ ------------ INCOME[LOSS] FROM OPERATIONS BEFORE INCOME TAX [BENEFIT] EXPENSE -- (449,845) INCOME TAX [BENEFIT] EXPENSE -- -- ------------ ------------ NET INCOME [LOSS] -- (449,845) ============ ============ BASIC AND DILUTED NET [LOSS] PER SHARE OF COMMON STOCK $ -- $ -- WEIGHTED AVERAGE SHARES OF COMMON STOCK OUTSTANDING-BASIC AND DILUTED 97,315,953 96,415,953 The Accompanying Notes are an Integral Part of these Financial Statements. Page 4 of 13 ONLINE GAMING SYSTEMS, LTD. STATEMENTS OF CASH FLOWS (UNAUDITED)
THREE MONTHS ENDED MARCH 31, ------------------------------- 2004 2003 ----------- ----------- OPERATING ACTIVITIES: [Loss] from Operations $ -- $ (449,845) Adjustments to Reconcile Net [Loss] Income to Net Cash [Used for] Operating Activities: Depreciation and Amortization -- 46,171 Exchange of assets for cancellation of indebtedness -- -- Issuance of common stock for cancellation of indebtedness -- -- Changes in Assets and Liabilities: [Increase] Decrease in: Note Receivable -- -- Other Assets -- (2,500) Increase [Decrease] in: Accounts Payable and Accrued Expenses -- (54,442) Accrued Interest - Related Party -- 197,809 ----------- ----------- NET CASH - OPERATING ACTIVITIES: (--) (262,807) ----------- ----------- INVESTING ACTIVITIES: Purchase of Patents and Licenses -- -- Purchase of Property, Equipment, and Capitalized Software (--) (33,400) ----------- ----------- NET CASH - INVESTING ACTIVITIES (--) (33,400) ----------- ----------- FINANCING ACTIVITIES: Proceeds from Issuance of Common Stock -- -- Cash Overdraft -- (18,989) Increase (Decrease) in Loan Payable to Officer -- -- Proceeds from Note Payable -- -- Proceeds from Convertible Note Payable - Related Party -- 400,000 Repayment of Convertible Note Payable - Related Party -- (40,978) Advances - Related Party -- -- Repayments of Lease Payable -- -- ----------- ----------- NET CASH - FINANCING ACTIVITIES -- 340,033 ----------- ----------- [DECREASE] INCREASE IN CASH AND CASH EQUIVALENTS -- 43,826 CASH AND CASH EQUIVALENTS - BEGINNING OF PERIOD -- 8,916 ----------- ----------- CASH AND CASH EQUIVALENTS - END OF PERIOD $ -- $ 52,742 =========== =========== SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION: Cash paid during the years for: Interest $ -- $ -- Taxes -- --
SUPPLEMENTAL DISCLOSURE OF NON-CASH FINANCING ACTIVITIES: The Accompanying Notes are an Integral Part of these Financial Statements. Page 5 of 10 ONLINE GAMIING SYSTEMS, LTD. Notes to Financial Statements (Unaudited) March 31, 2004 Note 1 - Basis of Preparation The accompanying unaudited financial statements of Online Gaming Systems, Ltd (the " Company") have been prepared in accordance with Regulation S-B promulgated by the Securities and Exchange Commission and do not include all of the information and footnotes required by generally accepted accounting principles in the United States for complete financial statements. In the opinion of management, these interim financial statements include all adjustments necessary in order to make the financial statements not misleading. The results of operations for such interim period are not necessary indicative of results of operations for a full year. The unaudited financial statements should be read in conjunction with the audited financial statements and notes thereto of the Company and management's discussion and analysis of financial condition and results of operations included in the Annual Report on Form 10-KSB for the year ended December 31, 2003. Note 2 - Significant Accounting Policies The accounting policies followed by the Company are set forth in Note 2 to the Company's financial statements in the December 31, 2003 Form 10-KSB. Note 3 - Per Share Data Per share basic data are based on the weighted average number of common shares outstanding during the respective periods. The diluted net income per share is based upon the common stock outstanding during the period and the effect of all dilutive potential common shares outstanding. The computation of diluted earnings per share does not assume conversion, exercise or contingent issuance of securities that would have an anti-dilutive effect on earnings per share. Note 4 - Major Customers There were no major customers during the three-month period ending March 31, 2004. Page 6 of 10 ONLINE GAMIING SYSTEMS, LTD. Notes to Financial Statements (Unaudited) March 31, 2004 Note 5 - Convertible Notes Payable - Related Party At March 31, 2004, the Company had a $2,474,907 convertible note payable balance due Hosken Consolidated Investments ["HCI"]. HCI is a South African investment holding company involved in various technology industries. Terms of the revised loan agreement provides for an extension of the maturity to repay all principal outstanding and related accrued interest by a future date to be determined. The notes payable are secured by substantially all assets of the Company. The Company recorded interest expense of $ --- and $197,809 for the three months ended March 31, 2004 and March 31, 2003 respectively. As of March 31, 2004, the Company has accrued $1,719,496 in interest related to the convertible debt borrowing. During the quarter ended March 31, 2003, the Company had advances of $400,000 from HCI in the form of convertible notes payable. Terms of the conversion feature provide for the principal balance to be converted into shares of the Company's common stock at a rate equal to the fair value per share at the date of conversion. At June 30, 2003 the Company exchanged all its assets as well as its wholly owned Australian subsidiary for forgiveness of $3,000,000 convertible note payable due to HCI. Note 6 - Capital Stock In the second quarter of 2003, the Company issued 900,000 shares of common stock with a market value of $.06 per share for cancellation of indebtedness. Note 7 - Subsequent Events In 2006 the Company's major shareholder, Hosken Consolidated Investments ["HCI"], executed a stock purchase agreement to sell 77,767,153 (79%) shares of common stock of the Company to a non-related third party buyer. Page 7 of 10 Item 2. Management's Discussion and Analysis or Plan of Operation Three Months Ended March 31, 2004 and 2003 The Company permanently ceased operations in May 2003, therefore no discussion and analysis of financial condition and 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 (a) Explanation of disclosure controls and procedures. The Company's chief executive officer and its chief financial officer after evaluating the effectiveness of the Company's disclosure controls and procedures (as defined in Exchange Act Rules 13a-14(c) and 15-d-14(c) as of a date within 90 days of the filing date of the quarterly report (the "Evaluation Date") have concluded that as of the Evaluation Date, the Company's disclosure controls and procedures were adequate and effective to ensure that material information relating to the Company and its consolidated subsidiary would be made known to them by others within those entities, particularly during the period in which this quarterly report was being prepared. (b) Changes in internal controls. There were no significant changes in the Company's internal controls or in other factors that could significantly affect the Company's disclosure controls and procedures subsequent to the Evaluation Date, nor any significant deficiencies or material weaknesses in such disclosure controls and procedures requiring corrective actions. As a result, no corrective actions were taken. Page 8 of 10 ONLINE GAMING SYSTEMS, LTD. PART II Item 1. Legal Proceedings There were no legal proceedings filed or threatened involving the Company during the three-month period ended March 31, 2004. Item 2. Unregistered Sales of Equity Securities and Use of Proceeds This Item is not applicable to the Company. Item 3. Defaults upon Senior Securities This Item is no applicable to the Company. Item 4. Submission of Matters to a Vote of Security Holders This Item is not applicable to the Company. Item 5. Other Information This Item is not applicable to the Company. Item 6. Exhibits 31.1 Certification Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 31.2 Certification Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 32.1 Certification Pursuant to 18 USC Section 1350, Section 906 of the Sarbanes-Oxley Act of 2002 32.2 Certification Pursuant to 18 USC Section 1350, Section 906 of the Sarbanes-Oxley Act of 2002 Page 9 of 10 SIGNATURES In accordance with Section 13 or 15(d) of the Exchange Act of 1934, the Registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized. Dated: June 30, 2007 Online Gaming Systems, Ltd. By: /s/ Richard Dunning --------------------------- Richard Dunning President and Acting Chief Financial Officer Page 10 of 10 EX-31.1 2 certification311.txt CERTIFICATIONS EXHIBIT 31.1 CHIEF EXECUTIVE OFFICER CERTIFICATION I, Richard Dunning, certify that: (1) I have reviewed this Quarterly Report on Form 10-QSB for the period ended March 31, 2004 of Online Gaming Systems, Ltd.; (2) Based on my knowledge, this 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 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 small business issuer as of, and for, the periods presented in this report; (4) As the small business issuer's only officer, I am 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 13a-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 principles; (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 financial 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) As the small business issuer's only officer, I have disclosed, based on my 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 reasonably 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 involves management or other employees who have a significant role in the small business issuer's internal control over financial reporting. Date: June 30, 2007 By: /s/ Richard Dunning --------------------------- Richard Dunning Chief Executive Officer and Acting Chief Financial Officer EX-31.2 3 certification312.txt CERTIFICATIONS EXHIBIT 31.2 CHIEF FINANCIAL OFFICER CERTIFICATION I, Richard Dunning, certify that: (1) I have reviewed this Quarterly Report on Form 10-QSB for the period ended March 31, 2004 of Online Gaming Systems, Ltd.; (2) Based on my knowledge, this 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 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 small business issuer as of, and for, the periods presented in this report; (4) As the small business issuer's only officer, I am 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 13a-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 principles; (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 financial 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) As the small business issuer's only officer, I have disclosed, based on my 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 reasonably 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 involves management or other employees who have a significant role in the small business issuer's internal control over financial reporting. Date: June 30, 2007 By: /s/ Richard Dunning --------------------------- Richard Dunning Chief Executive Officer and Acting Chief Financial Officer EX-32.1 4 certification321.txt CERTIFICATIONS EXHIBIT 32.1 CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350 AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002 In connection with the Quarterly Report of Online Gaming Systems, Ltd. (the "Company") on Form 10-QSB for the period ending March 31, 2004 as filed with the Securities and Exchange Commission on the date hereof (the "Report"), I, Richard Dunning, Chief Executive Officer of the Company, certify, pursuant to 18 U.S.C. 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that, to the best of my 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 result of operations of the Company. Date: June 30, 2007 By: /s/ Richard Dunning --------------------------- Richard Dunning Chief Executive Officer and Acting Chief Financial Officer EX-32.2 5 certification322.txt CERTIFICATIONS EXHIBIT 32.2 CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350 AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002 In connection with the Quarterly Report of Online Gaming Systems, Ltd. (the "Company") on Form 10-QSB for the period ending March 31, 2004 as filed with the Securities and Exchange Commission on the date hereof (the "Report"), I, Richard Dunning, Acting Chief Financial Officer of the Company, certify, pursuant to 18 U.S.C. 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that, to the best of my 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 result of operations of the Company. Date: June 30, 2007 By: /s/ Richard Dunning --------------------------- Richard Dunning Chief Executive Officer and Acting Chief Financial Officer -----END PRIVACY-ENHANCED MESSAGE-----