-----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, WGeVa61Js4EaBohp7QdjtHrVLMq6SINqm6fKTOa/Xc/N+0S8OoJpfyp23ViBlpJw IanNnVB/BJu/MgN7rhc8Mw== 0001140377-04-000177.txt : 20040524 0001140377-04-000177.hdr.sgml : 20040524 20040524130310 ACCESSION NUMBER: 0001140377-04-000177 CONFORMED SUBMISSION TYPE: 10QSB PUBLIC DOCUMENT COUNT: 4 CONFORMED PERIOD OF REPORT: 20040331 FILED AS OF DATE: 20040524 FILER: COMPANY DATA: COMPANY CONFORMED NAME: OMEGA VENTURES GROUP INC CENTRAL INDEX KEY: 0000741017 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-BUSINESS SERVICES, NEC [7389] IRS NUMBER: 870661638 STATE OF INCORPORATION: NV FISCAL YEAR END: 0831 FILING VALUES: FORM TYPE: 10QSB SEC ACT: 1934 Act SEC FILE NUMBER: 333-51180 FILM NUMBER: 04826273 BUSINESS ADDRESS: STREET 1: 136 E. SOUTH TEMPLE, SUITE 1600 CITY: SALT LAKE CITY STATE: UT ZIP: 84111 BUSINESS PHONE: 8013632656 MAIL ADDRESS: STREET 1: 136 E. SOUTH TEMPLE, SUITE 1600 CITY: SALT LAKE CITY STATE: X1 ZIP: 84111 FORMER COMPANY: FORMER CONFORMED NAME: OFFICE MANAGERS INC DATE OF NAME CHANGE: 20001204 10QSB 1 omega.txt 10QSB AT MARCH 31, 2004 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 10-QSB Quarterly Report Under Section 13 or 15(d) of the Securities Exchange Act of 1934 For the Quarter Ended Commission File Number March 31, 2004 333-51180 OMEGA VENTURES GROUP, INC. ------------------------------ Formerly known as Office Managers, Inc. ----------------------------------------------------- (Exact name of registrant as specified in its charter) NEVADA ------- (State or other jurisdiction of incorporation or organization) 87-0661638 -------------- (I.R.S. Employer Identification No.) 136 East South Temple, Suite 1600, Salt Lake City, Utah 84111 --------------------------------------------------------------- (Address of principal executive offices) (801) 363-2599 ----------------- (Registrant's telephone number, including area code) Securities registered pursuant to Section 12 (b) of the Act: None ------ Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. X Yes No ----- ------ State the number of shares outstanding of each of the registrants classes of common equity, as of the latest practicable date. Common stock, par value $.001; 39,973,500 shares outstanding as of May 18, 2004 PART I - FINANCIAL INFORMATION Item 1. Financial Statements OMEGA VENTURES GROUP, INC. AND SUBSIDIARIES ( Development Stage Company) CONSOLIDATED BALANCE SHEETS March 31, 2004 and December 31, 2003
=========================================================================== Mar 31, Dec 31, 2004 2003 ------------ ------------ ASSETS CURRENT ASSETS Cash $ 303 $ 1,006 ------------ ------------ Total Current Assets 303 1,006 ------------ ------------ FURNITURE AND EQUIPMENT - net depreciation 9,294 10,135 ------------ ------------ OTHER ASSETS Surety deposit 25,291 25,000 Web site - net of accumulated amortization 3,771 4,022 Land 131,500 79,400 ------------ ------------ 160,562 108,422 ------------ ------------ $ 170,159 $ 119,563 ============ ============ LIABILITIES AND STOCKHOLDERS' DEFICIENCY CURRENT LIABILITIES Note payable - land - current $ 15,767 $ 4,584 Accounts payable - affiliates 142,743 125,977 Accounts payable 45,014 47,509 ------------ ------------ Total Current Liabilities 203,524 178,070 ------------ ------------ LONG TERM NOTE PAYABLE - land - net of current 107,008 64,176 ------------ ------------ STOCKHOLDERS' DEFICIENCY Preferred stock 100,000,000 shares authorized, at $.001 par value - none issued - - Common stock 400,000,000 shares authorized, at $0.001 par value; 39,973,500 shares issued and outstanding 39,974 38,974 Capital in excess of par value 642,810 628,810 Deficit accumulated during the development stage (823,157) (790,467) ------------ ------------ Total Stockholders' Deficit (140,373) (122,683) ------------ ------------ $ 170,159 $ 119,563 ============ ============
The accompanying notes are an integral part of these financial statements. OMEGA VENTURES GROUP, INC. AND SUBSIDIARIES ( Development Stage Company) CONSOLIDATED STATEMENTS OF OPERATIONS For the Three Months Ended March 31, 2004 and 2003 and the period September 19, 2000 (Date of Inception) to March 31, 2004
================================================================================ Mar 31, Mar 31, Sept 19, 2000 2004 2003 to Mar 31, 2004 ------------ ------------ ------------ REVENUES $ - $ - $ 183 ------------ ------------ ------------ EXPENSES Market development 7,542 50,530 364,807 Exploration 15,000 - 31,434 Development of web site - preliminary project stage - - 25,000 Depreciation & amortization 1,092 646 7,046 Administrative 7,141 28,767 393,138 ------------ ------------ ------------ 30,775 79,943 821,425 ------------ ------------ ------------ NET LOSS - before other expense (30,775) (79,943) (821,212) INTEREST EXPENSE (1,915) - (1,915) ------------ ------------ ------------ NET LOSS $ (32,690) $ (79,943) $ (823,157) ============ ============ ============ NET LOSS PER COMMON SHARE Basic and dilutive $ - $ - ------------ ------------ AVERAGE OUTSTANDING SHARES - (stated in 1,000's) Basic 38,974 36,598 ------------ ------------ Diluted 44,073 - ------------ ------------
The accompanying notes are an integral part of these financial statements 3 OMEGA VENTURES GROUP, INC. AND SUBSIDIARIES ( Development Stage Company) STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY For the Period September 19, 2000 (Date of Inception) to March 31, 2003
===================================================================================== Common Stock Capital in --------------------- Excess of Accumulated Shares Amount Par Value Deficit ----------- --------- --------- ---------- Balance September 19, 2000 - - - - Issuance of common stock for cash at $.001 - September 19, 2000 16,000,000 16,000 - - Issuance of common stock for web site - - September 25, 2000 - Note 3 6,000,000 6,000 19,000 - Issuance of common stock for cash at $.01 - October 10, 2000 5,000,000 5,000 44,810 - Net operating loss for the period September 19, 2000 to December 31, 2000 - - - (47,010) Issuance of common stock for cash at $.0012 - January 2001 2,500,000 2,500 500 - Net operating loss for the year ended December 31, 2001 - - - (11,639) Issuance of common stock for cash at $.10 - net of offering costs - July 22, 2002 5,098,500 5,099 405,735 - Net operating loss for year ended December 31, 2002 - - - (389,097) Issuance of common stock for services at $.04 - January through March 2003 - net of cancellations 1,750,000 1,750 68,250 - Issuance of common stock for expenses at $.02 - March 27, 2003 125,000 125 2,375 - Issuance of common stock for cash at $.15 - May 30, 2003 200,000 200 29,800 Issuance of common stock for cash at $.023 - October 20, 2003 2,500,000 2,500 55,140 - Issuance of common stock for expenses at $.01 - December 2, 2003 300,000 300 2,700 - Return and cancellation of common stock - December 2003 (500,000) (500) 500 - Net operating loss for the year ended December 31, 2003 - - - (342,721) ----------- --------- --------- ---------- Balance December 31, 2003 38,973,500 38,974 628,810 (790,467) Issuance of common stock for cash at $.015 - February 20, 2004 1,000,000 1,000 14,000 - Net operating loss for the three months ended March 31, 2004 - - - (32,690) ----------- --------- --------- ---------- Balance March 31, 2004 39,973,500 $ 39,974 $ 642,810 $(823,157) =========== ========= ========= ==========
The accompanying notes are an integral part of these financial statements 4 OMEGA VENTURES GROUP, INC. AND SUBSIDIARIES ( Development Stage Company) CONSOLIDATED STATEMENTS OF CASH FLOWS For the Three Months Ended March 31, 2004 and 2003 and the Period September 19, 2000 (Date of Inception) to March 31, 2004
===================================================================================== Sept 19, 2000 Mar 31, Mar 31, to Mar 31, 2004 2003 2004 ------------ ------------ -------------- CASH FLOWS FROM OPERATING ACTIVITIES Net loss $ (32,690) $ (79,943) $ (823,157) Adjustments to reconcile net loss to net cash provided by operating activities Depreciation & amortization 1,092 646 7,046 Change in security deposit (291) - (291) Change in accounts payable 16,186 28,695 189,672 Issuance of capital stock for web site - - 25,000 Issuance of capital stock for services - 4,229 75,500 ------------ ------------ -------------- Net Decrease in Cash From Operations (15,703) (46,373) (526,230) ------------ ------------ -------------- CASH FLOWS FROM INVESTING ACTIVITIES Surety deposit - - (25,000) Purchase of web site - - (5,027) Purchase land - - (79,400) Purchase of equipment - - (15,084) ------------ ------------ -------------- - - (124,511) ------------ ------------ -------------- CASH FLOWS FROM FINANCING ACTIVITIES Change in note payable - - 68,760 Net proceeds from issuance of common stock 15,000 - 582,284 ------------ ------------ -------------- 15,000 - 651,044 ------------ ------------ -------------- Net change in Cash (703) (46,373) 303 Cash at Beginning of Period 1,006 90,601 - ------------ ------------ -------------- Cash at End of Period $ 303 $ 44,228 $ 303 ============ ============ ============== NON CASH FLOWS FROM OPERATING ACTIVITIES Issuance of 6,000,000 common shares for web site - 2000 $ 25,000 -------------- Issuance of 2,175,000 common shares for services - 2003 75,500 --------------
The accompanying notes are an integral part of these financial statements. 5 OMEGA VENTURES GROUP, INC. AND SUBSIDIARIES ( Development Stage Company) NOTES TO FINANCIAL STATEMENTS March 31, 2004 =========================================================================== 1. ORGANIZATION The Company was incorporated under the laws of the State of Nevada on September 19, 2000 with the name "Office Managers, Inc" with authorized common stock of 50,000,000 shares at $0.001 par value. On November 13, 2003, the name was changed to "Omega Ventures Group, Inc." in connection with an increase in the authorized common stock to 400,000,000 shares, with the same par value, and the addition of authorized preferred shares of 100,000,000 shares with a par value of $.001. No terms have been determined for the preferred stock and no shares have been issued. The Company was organized for the purpose of acquiring and developing a web site on the World Wide Web devoted exclusively to office managers for the purpose of delivering office products and related professional services over the internet. On February 13, 2003, the Company organized "Vogue Environmental Solutions, Inc"., a wholly owned subsidiary. Vogue has no assets or liabilities and no operations. On September 5, 2003, the Company organized "Western Gas Corporation" , a wholly owned subsidiary, and was organized for the purpose of the acquisition and exploration of oil and gas leases. On November 24, 2003, the Company organized "Arizona Land Corporation", a wholly owned subsidiary, for the purpose of engaging in land development. The Company is in the development stage. 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Accounting Methods - ------------------ The Company recognizes income and expenses based on the accrual method of accounting. Dividend Policy - --------------- The Company has not adopted a policy regarding payment of dividends. 6 OMEGA VENTURES GROUP, INC. AND SUBSIDIARY ( Development Stage Company) NOTES TO FINANCIAL STATEMENTS (Continued) March 31, 2004 =========================================================================== 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - continued Basic and Dilutive Net Income (Loss) Per Share - ---------------------------------------------- Basic net income (loss) per share amounts are computed based on the weighted average number of shares actually outstanding. Diluted net income (loss) per share amounts are computed using the weighted average number of common shares and common equivalent shares outstanding as if shares had been issued on the exercise of any common share rights unless the exercise becomes antidilutive and then only the basic per share amounts are shown in the report. The dilutive common shares includes 5,098,500 shares that may be issued. Income Taxes - ------------ The Company utilizes the liability method of accounting for income taxes. Under the liability method deferred tax assets and liabilities are determined based on the differences between financial reporting and the tax bases of the assets and liabilities and are measured using the enacted tax rates and laws that will be in effect, when the differences are expected to reverse. An allowance against deferred tax assets is recorded, when it is more likely than not, that such tax benefits will not be realized. On March 31, 2004, the Company and its subsidiaries had a net operating loss available for carry forward of $823,157. The income tax benefit of approximately $247,000 from the loss carry forward has been fully offset by a valuation reserve because the use of the future tax benefit is doubtful since the Company has no operations. The net operating loss will expire in 2024. Capitalization of Oil Leases Costs - ------------------------------------- The Company uses the successful efforts cost method for recording its oil lease interests, which provides for capitalizing the purchase price of the project and the additional costs directly related to proving the properties and amortizing these amounts over the life of the reserve when operations begin or a shorter period if the property is shown to have an impairment in value or expensing the remaining balance if it is proven to be of no value. Expenditures for oil well equipment are capitalized and depreciated over their useful lives. Environmental Requirements - -------------------------- At the report date environmental requirements related to the oil and gas leases acquired are unknown and therefore an estimate of any future cost cannot be made. 7 OMEGA VENTURES GROUP, INC. AND SUBSIDIARY ( Development Stage Company) NOTES TO FINANCIAL STATEMENTS (Continued) March 31, 2004 =========================================================================== 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - continued Amortization of Web Site - ------------------------ Costs of the preliminary development of the web site are expensed as incurred and costs of the application and post- implementation are capitalized and amortized over the useful life of the fully developed web site. The web site is fully developed and amortization over five years was started in 2003. Financial Instruments - --------------------- The carrying amounts of financial instruments, including cash and accounts payable, are considered by management to be their estimated fair values. Recent Accounting Pronouncements - -------------------------------- The Company does not expect that the adoption of other recent accounting pronouncements will have a material impact on its financial statements. Financial and Concentrations Risk - --------------------------------- The Company does not have any concentration or related financial credit risk. Revenue Recognition - ------------------- Revenue will be recognized on the sale and delivery of a product or the completion of a service provided. Advertising and Market Development - ---------------------------------- The Company will expense advertising and market development costs as incurred. Principles of Consolidation - --------------------------- The consolidated financial statements include the assets, liabilities, and operations of the Company and its wholly owned subsidiaries. All intercompany transactions have been eliminated. 8 OMEGA VENTURES GROUP, INC. AND SUBSIDIARY ( Development Stage Company) NOTES TO FINANCIAL STATEMENTS (Continued) March 31, 2004 =========================================================================== 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - continued Estimates and Assumptions - ------------------------- Management uses estimates and assumptions in preparing financial statements in accordance with generally accepted accounting principles. Those estimates and assumptions affect the reported amounts of the assets and liabilities, the disclosure of contingent assets and liabilities, and the reported revenues and expenses. Actual results could vary from the estimates that were assumed in preparing these financial statements. Office equipment - ---------------- Office equipment is depreciated over 3 and 7 years using the straight line method. Cost $ 15,084 Less accumulated depreciation 5,790 --------- Net 9,294 ========= 3. OIL AND GAS LEASES During September 2003 Western Gas Corporation (subsidiary) acquired an undivided 2.5% working interest, with a 1.875% net revenue in a 75% interest, in an oil and gas lease known as "Manahuilla Creek Prospect" located in Goliad County , Texas. The lease has not been proven and therefore all costs for acquisition and exploration have been expensed. 4. ACQUISITION OF WEB SITE On September 25, 2000 the Company acquired the web site and the domain name officemanagers.net", (which was in the preliminary development stage) from Apex Resources, Inc.(an affiliate), by the issuance of 6,000,000 common shares of the Company, for the purpose of pursuing its business interest as outlined in note 1. The value of the web site was recorded at $25,000, the acquisition cost to Apex Resources, Inc., before the sale to the Company. Costs of the preliminary development of the web site are expensed as incurred and costs of the application and post- implementation are capitalized and amortized over an estimated useful life of five years. The web site is fully developed and amortization started in 2003. 9 OMEGA VENTURES GROUP, INC. AND SUBSIDIARY ( Development Stage Company) NOTES TO FINANCIAL STATEMENTS (Continued) March 31, 2004 =========================================================================== 5. LONG TERM NOTE PAYABLE Arizona Land Corporation (subsidiary) is obligated under a two installment sales contracts for the purchase of land. The payments due, under the contracts, are 180 monthly payments of $1,327, including interest of 11%. 6. SIGNIFICANT TRANSACTIONS WITH RELATED PARTIES Officers-directors, and Apex Resources, Inc. (an affiliate by common officers) have acquired 34% of the common stock issued. The Company affiliates have made no interest demand loans to the Company of $147,743. 7. CAPITAL STOCK During July 2002 the Company completed the sale of an offering of 5,098,500 units at $.10 per unit. Each unit consists of one share of common stock, one redeemable A warrant to purchase an additional common share at $.50 by July 10, 2003 (expired), and one redeemable B warrant to purchase an additional common share at $1.20 by July 10, 2007 which would amount to the issuance of 5,098,500 additional shares. On the report date no warrants had been redeemed. During 2003 the Company issued 2,175,000 restricted common shares for services and 2,700,000 for cash. During February 2004 the Company issued 1,000,000 restricted common shares for $15,000. 8. GOING CONCERN The Company intends to continue the development of its business interests, however, there is insufficient working capital necessary to be successful in this effort and to service its debt. Continuation of the Company as a going concern is dependent upon obtaining additional working capital and the management of the Company has developed a strategy, which it believes will accomplish this objective, through short term related party loans, long term financing, and additional equity funding, which will enable the Company to operate for the coming year. Item 2. Plan of Operations This Form 10-QSB contains certain forward-looking statements. For this purpose any statements contained in this Form 10-QSB that are not statements of historical fact may be deemed to be forward-looking statements. Without limiting the foregoing, words such as "may," "will," "expect," "believe," "anticipate," "estimate" or "continue" or comparable terminology are intended to identify forward-looking statements. These statements by their nature involve substantial risks and uncertainties. Actual results may differ materially depending on a variety of factors. For a complete understanding, this Plan of Operations should be read in conjunction with Part I- Item 1. Financial Statements to this Form 10- QSB. 10 General - ------- The primary business of Omega Ventures Group Inc., is to oversee the operations of its three wholly-owned subsidiaries: - Western Gas Corporation - Arizona Land Corporation - Vogue Environmental Solutions, Inc. Western Gas Corporation ----------------------- Western Gas Corporation ("Western Gas") was incorporated in Nevada on September 5, 2003 for the purpose of acquiring and managing small percentage interests in a diversified portfolio of oil and gas projects throughout North America. On September 30 2003, Western Gas entered into a Participation Agreement with PB Energy USA, Inc., to participate in an oil and gas prospect on certain prospect lands in Goliad County, Texas ("Manahuilla Creek.Field"). The Manahuilla Creek Field comprises 855 acres of leases subject to a 25% royalty. Under the leases, PB Energy is required to pay 100% of the costs of the first produced well to earn its 75% working interest. All subsequent development wells are subject to paying 75% of the costs. Under the Participation Agreement with PB Energy, Western Gas received a 2.5% participation interest share in the prospect for $7,500 and two cash calls for an additional $15,000 in total. Western Gas will have a net revenue share of 1.875% of 75% of test well upon completion. During the first quarter 2004, the Company received notice from PB Energy that the site preparation at the Manahuilla Creek Field, including construction of 300 feet of gravel roadbed, pressure testing of the saltwater disposal well and creation of a containment pit at the site was underway. Also, a turnkey drilling contract had been signed, with drilling to an expected depth of 6,800 feet to commence during the second quarter of 2004. Arizona Land Corporation ------------------------ On November 24, 2003, the Company incorporated Arizona Land Corporation ("Arizona Land") in Nevada. Based on the belief that as the baby-boomer generation retires, they will seek to retire to warm climates, such as Florida and Arizona, Arizona Land was formed to acquire and manage land assets in Arizona. While Arizona Land may consider acquisition of all types of real estate, at this time, its primary focus is toward the acquisition of undeveloped acreage for investment purposes. In the Annual Report on Form 10-KSB filed on April 14, 2004, the Company disclosed that in November 2003, Arizona Land acquired three undeveloped lots in the Woodland Valley Ranch, located in Apache County in northern Arizona. In the Annual Report, the Company inadvertently stated that the total purchase price of the lots as $149,397. The actual purchase price was $76,400. The Annual Report also stated the current principal balance is approximately $138,605, the correct principal balance at that time was $70,675. 11 In January 2004, Arizona Land acquired 2 undeveloped lots, totaling 75 acres of real property, in Elk Valley Ranch. Elk Valley Ranch is near the Woodland Valley Ranch and is about 15 miles east of St. Johns, Arizona. Arizona Land agreed to purchase the lots for a total purchase price of $102,403, including a down payment of $5,210 and monthly payments of $540 for 180 months. Arizona Land acquired these properties for investment purposes and has no present intent to develop or improve these parcels. Vogue Environmental Solutions, Inc. ----------------------------------- On February 13, 2003, the Company formed Vogue Environmental Solutions, Inc., a Nevada corporation, ("Vogue") to explore the animal waste management industry and to consult on and participate in the design, construction, production and marketing of animal waste digester systems. Subsequent to September 30, 2003, the Company decided to discontinue its efforts to develop an animal waste digester. This decision was based on various factors including increasing costs and the failure of Vogue to demonstrate a commercially viable anaerobic digester system. With the decision to discontinue development of an anaerobic digester, Vogue will continue to focus its efforts on identifying other environmentally-friendly solutions for existing industrial problems. To this end, during the fourth quarter 2003, Vogue undertook a feasibility study on power generation through the use of wind turbine systems. The Company's feasibility study is ongoing, but pending the completion of the study, the Company hopes to take advantage of opportunities it perceives to be available in the production of wind turbine generated electricity. Source of Funds - --------------- On July 10, 2002, the Company closed its initial public offering pursuant to an effective registration statement with the SEC. The Company received total net proceeds of $410,834 from the offering. From July 10, 2002, until the third quarter 2003, the Company relied primarily on the proceeds of that offering to fund its operations. By the end of the third quarter 2003, the Company had spent all of the funds raised in the offering. Since that time the Company has been dependent upon loans from related parties and private sales of its securities to fund its operations. The NOTE 8 OF THE NOTES TO THE UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS states that the Company will need additional capital to service its debt and funds it planned activities, which raises substantial doubt about the Company's ability to continue as a going concern. The Company has never generated revenue and it is unlikely the Company will realize any significant revenue during the first half of 2004, which also raises substantial doubt about the Company's ability to continue as a going concern. To continue operations, the Company will need to obtain funding from third parties. This funding may be sought by means of private equity or debt financing by the Company. The Company currently has no commitments from any party to provide funding and there is no way to predict when, or if, any such funding could materialize. There is no assurance that the Company will be successful in obtaining additional funding on attractive terms or at all. If the Company is unsuccessful in obtaining additional funding, the Company may be unable to continue operations as it has insufficient working capital necessary to meet its expenses and service its debt. 12 Results of Operations - --------------------- During the period from inception, September 19, 2000, to March 31, 2004, the Company has generated no revenue. The Company does not expect to generate any material revenues during the first half of 2004. As of March 31, 2004, the Company had an accumulated deficit of $823,157 funded by paid-in capital, compared to an accumulated deficit of $527,689. At March 31, 2004, the Company had total current liabilities of $194,256 compared to total current liabilities of $80,923 on March 31, 2003. These increases are the result of increased borrowing by the Company to fund its operations and acquire real estate in 2004 as compared to 2003. During the quarter ended March 31, 2004, the Company spent $7,542 in market development expenses compared to $50,530 in the same period 2003. The decrease in market development expenses is primarily the result of the Company having very limited resources to fund its operations and therefore, scaling back the number of employees and consultants hired by the Company. During the three months ended March 31, 2004, the Company spent $7,141 on administrative expenses compared to $28,767 in the corresponding period of 2003. This decrease in administrative expense is primarily the result of a reduction in the overall activity of the Company dictated by the Company's lack of funds. During the quarter ended March 31, 2004, the Company realized a net loss of $32,690 compared to a net loss of $79,943 for the same period 2003. This decrease in loss is primarily the result of the Company scaling back its active operations as funds available to the Company have diminished. Liquidity and Capital Resources - ------------------------------- The Company has financed its operations mainly through the sale of its common stock and through loans from related parties. Since inception, the Company has been entirely dependent upon outside sources of financing for continuation of operations. As stated previously, there is no assurance that the Company will be successful in obtaining additional funding on acceptable terms or at all. During the quarter ended March 31, 2004, the Company borrowed $16,766 from Apex Resources Group, Inc., ("Apex") and other related parties, in no interest demand loans to fund operations, bring the total amount the Company owes related parties to $142,743. As of March 31, 2004, the Company had cash on hand of $303. During the quarter, the Company sold 1,000,000 restricted common shares for $15,000 cash. It is unclear at this time whether the Company will have sufficient funds to maintain operations through the second quarter of 2004. As discussed above, the Company has exhausted the funds raised in its initial public offering, and all funds subsequently raised in private placement transactions. Moreover, it is unlikely the Company will realize material revenue from the operations of any of its subsidiaries in the first half of 2004. Therefore, unless the Company is able to raise additional funding through the sell of equity or debt securities, it is unclear how long the Company may be able to continue operations. 13 Item 3. Controls and Procedures (a) Evaluation of Disclosure Controls and Procedures. ------------------------------------------------- The Company's Principal Executive Officer and Principal Financial Officer have conducted an evaluation of the Company's disclosure controls and procedures as of a date (the "Evaluation Date") within 90 days of filing this quarterly report. Based on their evaluation, the Company's Principal Executive Officer and Principal Financial Officer have concluded that the Company's disclosure controls and procedures are effective to ensure that information required to be disclosed by the Company in reports that it files or submits under the Securities Exchange Act of 1934 is recorded, processed, summarized and reported within the time periods specified in the applicable Securities and Exchange Commission rules and forms. (b) Changes in Internal Controls and Procedures. -------------------------------------------- Subsequent to the Evaluation Date, there were no significant changes in the Company's internal controls or in other factors that could significantly affect these controls, nor were any corrective actions required with regard to significant deficiencies and material weaknesses. PART II - OTHER INFORMATION Item 2. Changes in Securities No instruments defining the rights of the holders of any class of registered securities have been materially modified, limited or qualified during the quarter ended March 31, 2004. On February 20, 2004, the Company sold 1,000,000 restricted common shares to Global Capital S.A. for $15,000. The shares were issued without registration under the Securities Act of 1933 in reliance on an exemption from registration provided by Section 4(2) of the Securities Act. No general solicitation was made in connection with the offer or sale of these securities. Item 6. Exhibits and Reports on Form 8-K (A) Reports on Form 8-K On March 2, 2004, the Company filed a Current Report on Form 8-K disclosing that on or about January 30, 2004, the Company had changed independent auditors from Sellers & Andersen, to Madsen & Associates, CPAs, Inc. This change was not the result of any disagreement between the Company and Sellers & Andersen. (B) Exhibits. The following exhibits are included as part of this report: Exhibit No. Exhibit 31.1 Certification of Principal Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 31.2 Certification of Principal Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 32.1 Certification pursuant to Section 906 of the Sarbanes- Oxley Act of 2002 14 SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this to be signed on its behalf by the undersigned thereunto duly authorized. OMEGA VENTURES GROUP, INC. May 21, 2004 /S/ John M. Hickey ------------------------------------ John M. Hickey, Principal Executive Officer May 21, 2004 /S/ John Ray Rask ------------------------------------ John Ray Rask, Principal Financial Officer 15 EX-31 2 omega31_1.txt EXHIBIT 31.1 EXHIBIT 31.1 CERTIFICATION OF PRINCIPAL EXECUTIVE OFFICER Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 I, John M. Hickey certify that: (1) I have reviewed this quarterly report on Form 10-QSB of Omega Ventures Group, Inc., (the "Company"); (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 quarterly report; (3) Based on my knowledge, the financial statements, and other financial information included in this quarterly report, fairly present in all material respects the financial condition, results of operations and cash flows of the Company as of, and for, the periods presented in this quarterly report; (4) The Company's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-14 and 15d-14) for the Company and have: (a) designed such disclosure controls and procedures to ensure that material information relating to the Company is made known to us by others within those entities, particularly during the period in which this quarterly report is being prepared; (b) evaluated the effectiveness of the Company's disclosure controls and procedures as of a date within 90 days prior to the filing date of this quarterly report (the "Evaluation Date"); and (c) presented in this quarterly report our conclusions about the effectiveness of the disclosure controls and procedures based on our evaluation as of the Evaluation Date; (5) The Company's other certifying officer and I have disclosed, based on our most recent evaluation, to the Company's auditors and the audit committee of the Company's board of directors (or persons fulfilling the equivalent function): (a) all significant deficiencies in the design or operation of internal controls which could adversely affect the Company's ability to record, process, summarize and report financial data and have identified for the Company's auditors any material weaknesses in internal controls; and (b) any fraud, whether or not material, that involves management or other employees who have a significant role in the Company's internal controls; and (6) The Company's other certifying officer and I have indicated in this quarterly report whether or not there were significant changes in internal controls or in other factors that could significantly affect internal controls subsequent to the date of our most recent evaluation, including any corrective actions with regard to significant deficiencies and material weaknesses. Date: May 21, 2004 By:/S/ John M. Hickey ------------------------------------ John M. Hickey, Principal Executive Officer EX-31 3 omega31_2.txt EXHIBIT 31.2 EXHIBIT 31.2 CERTIFICATION OF PRINCIPAL FINANCIAL OFFICER Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 I, John Ray Rask, certify that: (1) I have reviewed this quarterly report on Form 10-QSB of Omega Ventures Group, Inc., (the "Company"); (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 quarterly report; (3) Based on my knowledge, the financial statements, and other financial information included in this quarterly report, fairly present in all material respects the financial condition, results of operations and cash flows of the Company as of, and for, the periods presented in this quarterly report; (4) The Company's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-14 and 15d-14) for the Company and have: (a) designed such disclosure controls and procedures to ensure that material information relating to the Company is made known to us by others within those entities, particularly during the period in which this quarterly report is being prepared; (b) evaluated the effectiveness of the Company's disclosure controls and procedures as of a date within 90 days prior to the filing date of this quarterly report (the "Evaluation Date"); and (c) presented in this quarterly report our conclusions about the effectiveness of the disclosure controls and procedures based on our evaluation as of the Evaluation Date; (5) The Company's other certifying officer and I have disclosed, based on our most recent evaluation, to the Company's auditors and the audit committee of the Company's board of directors (or persons fulfilling the equivalent function): (a) all significant deficiencies in the design or operation of internal controls which could adversely affect the Company's ability to record, process, summarize and report financial data and have identified for the Company's auditors any material weaknesses in internal controls; and (b) any fraud, whether or not material, that involves management or other employees who have a significant role in the Company's internal controls; and (6) The Company's other certifying officer and I have indicated in this quarterly report whether or not there were significant changes in internal controls or in other factors that could significantly affect internal controls subsequent to the date of our most recent evaluation, including any corrective actions with regard to significant deficiencies and material weaknesses. Date: May 21, 2004 By: /S/ John Ray Rask ------------------------------------ John Ray Rask, Principal Financial Officer EX-32 4 omega32_1.txt EXHIBIT 32.1 EXHIBIT 32.1 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 Omega Ventures Group, Inc.,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"), the undersigned, John M. Hickey, Principal Executive Officer and John Ray Rask, Principal Financial Officer of the Company, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to ss. 906 of the Sarbanes-Oxley Act of 2002, that: (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: May 21, 2004 /S/ John M. Hickey -------------------------------------- John M. Hickey, Principal Executive Officer Date: May 21, 2004 /S/ John Ray Rask -------------------------------------- John Ray Rask, Principal Financial Officer -----END PRIVACY-ENHANCED MESSAGE-----