10QSB

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 quarterly period ended: June 30, 2005
or
	TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
	ACT OF 1934
For the transition period from: _____________ to _____________

———————

ONLINE GAMING SYSTEMS, LTD.

(Exact name of small business issuer as specified in its charter)

———————

Delaware	0-27256	13-3858917
(State or Other Jurisdiction	(Commission	(I.R.S. Employer
of Incorporation)	File Number)	Identification No.)

C/o Advanced Resources Group, LTD, 5 Erie Street, Garfield, NJ  07026

 (Address of Principal Executive Office) (Zip Code)

(973) 253-6131

(Issuer’s telephone number, including area code)

N/A

(Former name, former address and former fiscal year, if changed since last report)

———————

Check whether the issuer (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	X	No
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act).	X	Yes		No
State the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date.
At June 30, 2007 there were outstanding 97,315,953 shares of the Registrant's Common Stock, $.001 par value
———————
Transitional Small Business Disclosure Format (check one):		Yes	X	No

PART I – FINANCIAL INFORMATION

Item 1.

Financial Statements.

The following unaudited financial Statements for the six-month periods ended June 30, 2005 and 2004 have been prepared by Online Gaming Systems, Ltd. (the “Company”).

ONLINE GAMING SYSTEMS, LTD.

Financial Statements

June 30, 2005

1

ONLINE GAMING SYSTEMS, LTD.

BALANCE SHEET

	June 30, 2005		December 31, 2004
Assets:		(Unaudited)
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		2,474,907
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 June 30, 2005		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 Financial Statements

2

ONLINE GAMING SYSTEMS, LTD.

STATEMENTS OF OPERATIONS (UNAUDITED)

	Six Months Ended June 30,
	2005		2004
Revenue
Related Party	$	--	$	--
Other		--		--
Total Revenue		--		--
Cost of Sales		--		--
Gross Profit		--		--
Operating Expenses:
General and Administrative		--		--
Depreciation and Amortization		--		--
Total Operating Expenses		--		--
[Loss] from Operations		(--)		(--)
Other [Expenses] Income:
Interest Expense-Related Party		(--)		(--)
Interest Expense		(--)		(--)
Settlement of debt Other Income [Expense]		--  --		--  --
Other [Expenses] Income - Net		--		--
Income(Loss) from Operations Before Income Tax [Benefit] Expense
		--		--
Income Tax [Benefit] Expense		--		--
Net Income (Loss)	$	--	$	--
Basic and Diluted Net [Loss] Per Share of Common Stock
	$	--	$	--
Weighted Average Shares of Common Stock Outstanding- Basic and Diluted
		97,315,953		97,315,953

The Accompanying Notes are an Integral Part of these Financial Statements.

3

ONLINE GAMING SYSTEMS, LTD.

STATEMENTS OF OPERATIONS (UNAUDITED)

	Three Months Ended June 30,
	2005		2004
Revenue
Related Party	$	--	$	--
Other		--		--
Total Revenue		--		--
Cost of Sales		--		--
Gross Profit		--		--
Operating Expenses:
General and Administrative		--		--
Depreciation and Amortization		--		--
Total Operating Expenses		--		--
[Loss] from Operations		(--)		(--)
Other [Expenses] Income:
Interest Expense-Related Party		(--)		(--)
Interest Expense		(--)		(--)
Settlement of debt Other Income [Expense]		--  --		--  --
Other [Expenses] Income - Net		--		--
Income(Loss) from Operations Before Income Tax [Benefit] Expense
		--		--
Income Tax [Benefit] Expense		--		--
Net Income (Loss)	$	--	$	--
Basic and Diluted Net [Loss] Per Share of Common Stock
	$	--	$	--
Weighted Average Shares of Common Stock Outstanding- Basic and Diluted
		97,315,953		97,315,953

The Accompanying Notes are an Integral Part of these Financial Statements.

4

ONLINE GAMING SYSTEMS, LTD.

STATEMENTS OF CASH FLOWS (UNAUDITED)

	Six Months Ended June 30,
	2005		2004
Operating Activities:
[Loss] from Operations	$	--	$	--
Adjustments to Reconcile Net [Loss] Income to Net Cash [Used for] Operating Activities:
Depreciation and Amortization		--		--
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		--		--
Increase [Decrease] in:
Accounts Payable and Accrued Expenses		--		--
Accrued Interest – Related Party		--		--
Net Cash – Operating Activities:		(--)		(--)
Investing Activities:
Purchase of Patents and Licenses		--		--
Purchase of Property, Equipment, and Capitalized Software		(--)		(--)
Net Cash - Investing Activities		(--)		(--)
Financing Activities:
Proceeds from Issuance of Common Stock		--		--
Proceeds from Sale of Treasury Stock		--		--
Increase (Decrease) in Loan Payable to Officer		--		--
Proceeds from Note Payable		--		--
Proceeds from Convertible Note Payable – Related Party		--		--
Repayment of Convertible Note Payable – Related Party Repayments of Note Payable		--  --		--  --
Repayments of Lease Payable		--		--
Net Cash - Financing Activities		--		--
[Decrease] Increase in Cash and Cash Equivalents		--		--
Cash and Cash Equivalents - Beginning of Period		--		--
Cash and Cash Equivalents - End of Period	$	--	$	--
Supplemental Disclosures of Cash Flow Information:
Cash paid during the years for:
Interest	$	--	$	--
Taxes		--		--
Supplemental Disclosure of Non-cash Financing Activities: None

The Accompanying Notes are an Integral Part of these Financial Statements.

5

ONLINE GAMIING SYSTEMS, LTD.

Notes to Financial Statements (Unaudited)

June 30, 2005

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, 2004.

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, 2004 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 six-month period ending June 30, 2005.

6

ONLINE GAMIING SYSTEMS, LTD.

Notes to Financial Statements (Unaudited)

June 30, 2005

Note 5 -

Convertible Notes Payable - Related Party

At June 30, 2005, 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 $--- for the six months ended June 30, 2005 and June 30, 2004 respectively. As of June 30, 2005, the Company has accrued $1,719,496 in interest related to the convertible debt borrowing.

Note 6 -

Capital Stock

In the second quarter of 2005, the Company did not issue or cancel any shares of its common stock.

Note 7-

Subsequent Events

In 2006, the Company’s major shareholder, 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. In August 2006, HCI cancelled its convertible notes with the Company.

7

Item 2.

Management’s Discussion and Analysis or Plan of Operation.

Six Months Ended June 30, 2005 and 2004

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 acting 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") has 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 him 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.

8

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 June 30, 2005.

Item 2.

Unregistered Sales of Equity Securities and Use of Proceeds.

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.

31.2

Certification by Chief Financial Officer pursuant to Section 302 of Sarbanes-Oxley Act of 2002.

32.1

Certification of Chief Executive Officer and Chief Financial Officer pursuant to Section 906 of Sarbanes-Oxley Act of 2002.

9

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.

Date: July 20, 2007	ONLINE GAMING SYSTEMS, LTD.
	By:	/s/ Richard Dunning
		Richard Dunning
		President

10

Exhibit Index

Exhibit
Number	Description
31.1	Certification by Chief Executive Officer pursuant to Section 302 of Sarbanes-Oxley Act of 2002.
31.2	Certification by Chief Financial Officer pursuant to Section 302 of Sarbanes-Oxley Act of 2002.
32.1	Certification of Chief Executive Officer and Chief Financial Officer pursuant to Section 906 of Sarbanes-Oxley Act of 2002.

EX-31.1

Exhibit 31.1

CHIEF EXECUTIVE OFFICER CERTIFICATION

I, Richard Dunning, certify that:

(1)

I have reviewed this Quarterly Report on Form 10-QSB 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 certifying 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 my supervision, to ensure that material information relating to the small business issuer, including its consolidated subsidiaries, is made known to me 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 my 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 my 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 certifying 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.

Dated: July 20, 2007	By:	/s/ Richard Dunning
		Richard Dunning, President

EX-31.2

Exhibit 31.2

CHIEF FINANCIAL OFFICER CERTIFICATION

I, Richard Dunning, certify that:

(1)

I have reviewed this Quarterly Report on Form 10-QSB 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 certifying 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 my supervision, to ensure that material information relating to the small business issuer, including its consolidated subsidiaries, is made known to me 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 my 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 my 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 certifying 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.

Dated: July 20, 2007	By:	/s/ Richard Dunning
		Richard Dunning, Acting Chief Financial Officer

EX-32.1

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, 2005 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), Richard Dunning, President and Acting Chief Financial Officer (principal financial officer) of the Company, certifies, pursuant to 18 U.S.C. §1350, as adopted pursuant to §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 result of operations of the Company.

Dated: July 20, 2007	By:	/s/ Richard Dunning
		Chief Executive Officer and Acting Chief Financial Officer Online Gaming Systems, Ltd.