10QSB

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

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FORM 10-QSB

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X	QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
	ACT OF 1934
For the quarterly period ended: March 31, 2006
or
	TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
	ACT OF 1934
For the transition period from: _____________ to _____________

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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)

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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 96,190,941 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.

Consolidated Balance Sheet at March 31, 2006 (Unaudited)	2
Comparative Consolidated Statements of Operations for the three months ended March 31, 2006 and 2005 (Unaudited)	3
Comparative Consolidated Statements of Cash Flows for the three months ended March 31, 2006 and 2005 (Unaudited)	4
Notes to Consolidated Financial Statements (Unaudited)	5

1

ONLINE GAMING SYSTEMS, LTD.

CONSOLIDATED BALANCE SHEET

(UNAUDITED)

	March 31, 2006
Assets:		(Unaudited)
Total Assets	$	--
Liabilities and Stockholders’ Deficiency:
Current Liabilities:
Accrued Interest-Related Party		1,719,496
Convertible Notes Payable – Related Party		2,474,907
Total Current Liabilities		4,194,403
Commitments and Contingencies		--
Stockholders’ Deficiency
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		97,316
Additional Paid-in Capital		18,764,076
Treasury Stock,1,125,012 Common Shares-At Cost		(1,730,485)
Accumulated Deficit		(21,325,310)
Total Stockholders’ Deficiency		(4,194,403)
Total Liabilities and Stockholders’ Deficiency	$	--

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

2

ONLINE GAMING SYSTEMS, LTD.

CONSOLIDATED STATEMENTS OF OPERATIONS

(UNAUDITED)

	Three Months Ended March 31,
	2006		2005
Revenue	$	--	$	--
Cost of Sales		--		--
Gross Profit		--		--
Operating Expenses:		--		--
Total Operating Expenses		--		--
Net Earnings	$	--	$	--
Basic and Diluted Earnings Per Share of Common Stock
	$	--	$	--
Weighted Average Shares of Common Stock Outstanding- Basic and Diluted
		96,190,941		96,190,941

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

3

ONLINE GAMING SYSTEMS, LTD.

CONSOLIDATED STATEMENTS OF CASH FLOWS

(UNAUDITED)

	Three Months Ended March 31,
	2006		2005
Operating Activities:
Earnings from Operations	$	--	$	--
Net Cash – Operating Activities:		(--)		(--)
Investing Activities:
Net Cash - Investing Activities		(--)		(--)
Financing Activities:
Net Cash - Financing Activities		--		--
Change in Cash		--		--
Cash - Beginning of Period		--		--
Cash - End of Period	$	--	$	--
Supplemental Disclosures of Cash Flow Information:
Cash paid during the years for:
Interest	$	--	$	--
Taxes		--		--

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

4

ONLINE GAMIING SYSTEMS, LTD.

Notes to Consolidated Financial Statements (Unaudited)

March 31, 2006

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, 2005.

Note 2

-

Significant Accounting Policies

The accounting policies followed by the Company are set forth in Note 2 to the Company’s consolidated financial statements in the December 31, 2005 Form 10-KSB.

Note 3 -

Per Share Data

Basic earnings per share data is computed by dividing the earnings available to common stockholders by the weighted average number of common shares outstanding during the respective periods. Diluted earnings per share data reflects the amount of earnings for the period available to each share of common stock outstanding during the respective periods, such as common shares that could result from the potential exercise or conversion of securities into common stock. 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 per share amounts

The dilutive effect of outstanding options and warrants and their equivalents are reflected in dilutive earnings per share by the application of the treasury stock method which recognizes the use of the proceeds that could be obtained upon exercise of options and warrants in computing diluted earnings per share. It assumes that any proceeds should be used to purchase common stock at the average market price during the period. Options and warrants will have a dilutive effect only when the average market price of the common stock exceeds the exercise price of the options or warrants.

Note 4 -

Convertible Notes Payable – Related Party

At March 31, 2006, 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 date 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 March 31, 2006, the Company has accrued $1,719,496 in interest related to the convertible debt borrowing. No interest has been accrued during the three month period ended March 31, 2006 and 2005 due to the business being dormant.

5

ONLINE GAMIING SYSTEMS, LTD.

Notes to Consolidated Financial Statements (Unaudited)

March 31, 2006

Note 5 -

Going Concern

The accompanying consolidated financial statements have been prepared on a going concern basis, which contemplates the realization of assets and the satisfaction of liabilities and commitments in the normal course of business. As reflected in the consolidated financial statements, the Company has dormant business operations, a working capital deficiency and a accumulated deficit at March 31, 2006. These conditions raise substantial doubt about the ability of the Company to continue as a going concern.

Management is currently seeking to merge with a suitable strategic partner. If the merger is successful, management of the Company estimates that it will have sufficient cash flows to continue to operate on a going concern basis in the near future. There can be no assurance that management’s plan will be successful. The financial statements do not include any adjustments relating to the amounts and classification of liabilities that might be necessary in the event the Company cannot continue in existence.

Note 6-

Subsequent Event

In the second quarter of 2006, 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 the convertible note of $2,474,907 plus interest owed to it by the Company.

6

Item 2.

Management’s Discussion and Analysis or Plan of Operation.

Three Months Ended March 31, 2006 and 2005

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.

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, 2006 that have materially affected, or are reasonably likely to materially affect, the Company’s internal controls over financial reporting.

7

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.

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 acting Chief Financial 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.

8

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: August 10, 2007	ONLINE GAMING SYSTEMS, LTD.
	By:	/s/ Richard Dunning
		Richard Dunning
		President

9

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 acting Chief Financial 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.

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 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 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)

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: August 10, 2007	By:	/s/ Richard Dunning
		Richard Dunning, President

EX-31.2

Exhibit 31.2

ACTING PRINCIPAL 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 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)

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: August 10, 2007	By:	/s/ Richard Dunning
		Richard Dunning, Acting Chief Financial Officer

1

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, 2006 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: August 10, 2007	By:	/s/ Richard Dunning
		Chief Executive Officer and Acting Chief Financial Officer Online Gaming Systems, Ltd.