-----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, VPw1PB83CUG9CkF8veZPmI+8rXGSErsjDha/kZ5aJRVzxxwMb01BPFXM+ObYKBiR YfWhsKpTcxxrNMI1aK/hig== 0001140377-05-000104.txt : 20050516 0001140377-05-000104.hdr.sgml : 20050516 20050516110512 ACCESSION NUMBER: 0001140377-05-000104 CONFORMED SUBMISSION TYPE: 10QSB PUBLIC DOCUMENT COUNT: 5 CONFORMED PERIOD OF REPORT: 20050331 FILED AS OF DATE: 20050516 DATE AS OF CHANGE: 20050516 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: 05832043 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 FORM 10QSB AT MARCH 31, 2005 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, 2005 333-51180 OMEGA VENTURES GROUP, 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; 49,354,332 shares outstanding as of May 13, 2005 PART I - FINANCIAL INFORMATION Item 1. Financial Statements OMEGA VENTURES GROUP, INC. AND SUBSIDIARIES ( Development Stage Company) CONSOLIDATED BALANCE SHEETS March 31, 2005 and December 31, 2004
=========================================================================== unaudited audited Mar 31, Dec 31, 2005 2004 ------------ ------------ ASSETS CURRENT ASSETS Cash $ 1,695 $ 608 ------------ ------------ Total Current Assets 1,695 608 ------------ ------------ FURNITURE AND EQUIPMENT - net of accumulated depreciation 5,922 6,772 ------------ ------------ OTHER ASSETS Surety deposit 24,967 24,967 Web site - net of accumulated amortization 2,767 3,017 Deposit on land purchase 10,000 - Land 136,500 131,500 ------------ ------------ 174,234 159,484 ------------ ------------ $ 181,851 $ 166,864 ============ ============ LIABILITIES AND STOCKHOLDERS' DEFICIENCY CURRENT LIABILITIES Notes payable - land $ 118,236 $ 115,072 Accounts payable - affiliates 120,933 125,587 Accounts payable - related party 34,405 6,960 Accounts payable 70,727 73,352 ------------ ------------ Total Current Liabilities 344,301 320,971 ------------ ------------ STOCKHOLDERS' DEFICIENCY Preferred stock 100,000,000 shares authorized, at $.001 par value - none issued - - Common stock 400,000,000 shares authorized, at $.001 par value; 49,339,597 shares issued and outstanding 49,340 42,990 Capital in excess of par value 962,944 714,294 Stock subscriptions receivable (250,000) - Deficit accumulated during the development stage (924,734) (911,391) ------------ ------------ Total Stockholders' Deficit (162,450) (154,107) ------------ ------------ $ 181,851 $ 166,864 ============ ============
The accompanying notes are an integral part of these financial statements. 2 OMEGA VENTURES GROUP, INC. AND SUBSIDIARIES ( Development Stage Company) CONSOLIDATED STATEMENTS OF OPERATIONS - unaudited For the Three Months Ended March 31, 2005 and 2004 and the period September 19, 2000 (Date of Inception) to March 31, 2005
===================================================================================== Sept 19, 2000 Mar 31, Mar 31, to 2005 2004 Mar 31, 2005 ------------- ------------- ------------- REVENUES $ - $ - $ 273 ------------- ------------- ------------- EXPENSES Market development - 7,542 387,988 Exploration - 15,000 41,584 Development of web site - preliminary project stage - - 25,000 Depreciation & amortization 1,100 1,092 11,422 Administrative 9,079 7,141 447,211 ------------- ------------- ------------- 10,179 30,775 913,205 ------------- ------------- ------------- NET LOSS - before other expenses (10,179) (30,775) (912,932) INTEREST EXPENSE (3,164) (1,915) (11,802) ------------- ------------- ------------- NET LOSS $ (13,343) $ (32,690) $ (924,734) ============= ============= ============= NET LOSS PER COMMON SHARE Basic and dilutive $ - $ - AVERAGE OUTSTANDING SHARES - (stated in 1,000's) Basic 44,989 38,974 ------------- ------------- Diluted 50,088 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, 2005
===================================================================================== Capital in Common Stock 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 -
The accompanying notes are an integral part of these financial statements 4 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, 2005
===================================================================================== Capital in Common Stock Excess of Accumulated Shares Amount Par Value Deficit ----------- ----------- ----------- ----------- 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 - Issuance of common stock for expenses at $.03 - June 2, 2004 1,543,232 1,543 44,567 - Issuance of common stock for expenses at $.02 - August 25, 2004 1,122,865 1,123 21,334 - Issuance of common stock for expenses at $.017 - October 13, 2004 350,000 350 5,583 - Net operating loss for the year ended December 31, 2004 - - - (120,924) ----------- ----------- ----------- ----------- Balance December 31, 2004 - audited 42,989,597 42,990 714,294 (911,391) Issuance of common stock for expenses at $.02 - March 2005 250,000 250 4,750 - Issuance of common stock for subscription receivable - net of cost - March 2005 6,100,000 6,100 243,900 - Net operating loss for the three months ended March 31, 2005 - - - (13,343) ----------- ----------- ----------- ----------- Balance March 31, 2005 - unaudited 49,339,597 $ 49,340 $ 962,944 $ (924,734) =========== =========== =========== ===========
The accompanying notes are an integral part of these financial statements 5 OMEGA VENTURES GROUP, INC. AND SUBSIDIARIES ( Development Stage Company) CONSOLIDATED STATEMENTS OF CASH FLOWS - unaudited For the Three Months Ended December 31, 2005 and 2004 and the Period September 19, 2000 (Date of Inception) to March 31, 2005
===================================================================================== Sept 19, 2000 Mar 31, Mar 31, to 2005 2004 Mar 31, 2005 ------------- ------------- ------------- CASH FLOWS FROM OPERATING ACTIVITIES Net loss $ (13,343) $ (32,690) $ (924,734) Adjustments to reconcile net loss to net cash provided by operating activities Depreciation & amortization 1,100 1,092 11,422 Change in accounts payable 23,330 15,895 229,230 Issuance of capital stock for web site - - 25,000 Issuance of capital stock for services 5,000 - 155,000 ------------- ------------- ------------- Net Decrease in Cash From Operations 16,087 (15,703) (504,082) CASH FLOWS FROM INVESTING ACTIVITIES Surety deposit - - (24,968) Purchase of web site - - (5,027) Purchase land and deposit (15,000) - (146,500) Purchase of equipment - - (15,084) ------------- ------------- ------------- (15,000) - (191,579) ------------- ------------- ------------- CASH FLOWS FROM FINANCING ACTIVITIES Change in note payable - - 115,072 Net proceeds from issuance of common stock - 15,000 582,284 - 15,000 697,356 ------------- ------------- ------------- Net change in Cash 1,087 (703) 1,695 Cash at Beginning of Period 608 1,005 - ------------- ------------- ------------- Cash at End of Period $ 1,695 $ 302 $ 1,695 ============= ============= ============= 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 ------------- Issuance of 3,016,097 common shares for services and expenses - 2004 74,500 ------------- Issuance of 250,000 common shares for expenses - 2005 5,000 -------------
The accompanying notes are an integral part of these financial statements. 6 OMEGA VENTURES GROUP, INC. AND SUBSIDIARIES ( Development Stage Company) NOTES TO FINANCIAL STATEMENTS March 31, 2005 =========================================================================== 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 August 20, 2003 the Company organized "Western Gas Corporation" , a wholly owned subsidiary 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 investment and 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. 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 in the future. 7 OMEGA VENTURES GROUP, INC. AND SUBSIDIARY ( Development Stage Company) NOTES TO FINANCIAL STATEMENTS (Continued) March 31, 2005 =========================================================================== 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - continued 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, 2005, the Company and its subsidiaries had a net operating loss available for carry forward of $924,734. The income tax benefit of approximately $277,000 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 2026. 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. 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. 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 due to their short term maturities. 8 OMEGA VENTURES GROUP, INC. AND SUBSIDIARY ( Development Stage Company) NOTES TO FINANCIAL STATEMENTS (Continued) March 31, 2005 =========================================================================== 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - continued 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 expenses 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. 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 9,162 Net 5,922 --------
9 OMEGA VENTURES GROUP, INC. AND SUBSIDIARY ( Development Stage Company) NOTES TO FINANCIAL STATEMENTS (Continued) March 31, 2005 =========================================================================== 3. OIL AND GAS LEASES During August 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 "Mana Huilla 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. 5. NOTES PAYABLE The Company is obligated under two installment sales contracts for the purchase of land. The amount financed was $115,650 with 180 payments of $1,327.50, including interest of 11.14%. The payments were in arrears on March 31, 2005. 6. SIGNIFICANT TRANSACTIONS WITH RELATED PARTIES Officers-directors, and Apex Resources, Inc. (an affiliate by common officers) have acquired 27% of the common stock issued. An officer has made no interest, demand loans to the Company of $6,960. A Company affiliate has made no interest, demand loans to the Company of $120,933. 10 OMEGA VENTURES GROUP, INC. AND SUBSIDIARY ( Development Stage Company) NOTES TO FINANCIAL STATEMENTS (Continued) March 31, 2005 =========================================================================== 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 2004 the Company issued 1,000,000 restricted common shares for $15,000 and 3,016,097 restricted common shares for services and expenses. During the first quarter 2005 the Company issued 250,000 restricted common shares at $.02 for expenses and 6,100,000 restricted common shares for stock subscriptions receivable of $250,000. 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. 9. SUBSEQUENT EVENTS During the quarter ended March 31, 2005 the Company entered into two contracts for the purchase of land for $1,350,000. The terms include earnest money deposits of $10,000, which was advanced to the Company by an officer, and the balance due on various closing dates to be determined. 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. 11 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 Due to a lack of funds, Western Gas did not engage in any exploration activities during the quarter ended March 31, 2005. Arizona Land Corporation On February 23, 2005, the Company entered into an agreement to purchase real property, zoned for commercial use in Scottsdale, Arizona, from an unrelated third party. The purchase price is $800,000. The Company made an initial earnest money non-refundable deposit of $5,000, which was applied to the purchase price. Under the terms of the purchase contract, the Company is required to make an additional earnest money payment by no later than May 22, 2005. The seller has agreed to carryback the remaining $700,000 balance of the purchase price for a period of 12 months at an annual interest rate of 3.25%. The purchase is contingent on the seller and the Company meeting completing certain activities prior to closing. Subsequent to the quarter end, on April 15, 2005, the Company paid an additional $5,000 non-refundable payment to extend the closing on the commercial lot in Salt Lake City, Utah, to July 14, 2005. As of March 31, 2005, Arizona Land is in arrears on its monthly payments on its three undeveloped lots in Woodland Valley Ranch and its two undeveloped lots in Elk Valley Ranch in the approximate amount of $6,400. Vogue Environmental Solutions, Inc. Due to a lack of funds, Vogue Environmental Solutions did not engage in active operations during the quarter. 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. 12 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 2005, which 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. Results of Operations During the period from inception, September 19, 2000, to September 30, 2004, the Company has generated no revenue. The Company does not expect to generate any material revenues through the remainder of 2005. As of March 31, 2005, the Company had an accumulated deficit of $924,734 funded by paid-in capital. At March 31, 2005, the Company had total current assets of $1,695 and total current liabilities of $344,301 compared to total current assets of $608 and total current liabilities of $320,971 on December 31, 2004. The primary factor contributing the increases in accumulated deficit and total current liabilities is the result of $27,445 increase in accounts payable to a related party during the first quarter 2005. During the three months ended March 31, 2005, the Company incurred no expenses for market development or exploration, compared to $7,542 and $15,000 respectively in market development and exploration during the three months ended March 31, 2005. These decreases in market development and exploration expenses was primarily the result of the Company having very limited resources to fund its operations and therefore, eliminating all such expenses during the quarter. During the three months ended March 31, 2005, depreciation and amortization was essentially unchanged from the three months ended March 31, 2004. Administrative expenses increased 27% to $9,079 for the three months ended March 31, 2005 compared to the same period 2004. Other than its officers, the Company has no employees. Rather, the Company hires consultants and others to provide the services its needs. This increase in administrative expenses is primarily attributable to the increased expenses incurred by the Company in connection with investigating and negotiating the acquisitions of real property in Salt Lake City, Utah during the first quarter 2005. During the three months ended March 31, 2005, the Company realized interest a net loss of $13,343 compared to net losses of $32,690 for the three months ended March 31, 2004. The reduction in net loss during the three months ended March 31, 2005, is primarily the result of the Company scaling back its active operations as funds available to the Company have diminished. 13 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. As of March 31, 2005, the Company had cash on hand of $1,695. During the quarter, the Company issued 250,000 restricted common shares in satisfaction of expenses totaling $5,000. The Company also issued 5,000,000 shares for stock subscriptions receivable of $250,000. As of March 31, 2005, the Company has not received any of the funds for the stock subscriptions. The 5,000,000 shares are being held in escrow to be released as funds are received. It is unclear at this time whether the Company will have sufficient funds to maintain operations through the second quarter of 2005. 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 through the remainder of 2005. 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. Item 3. Controls and Procedures The Company's principal executive officers and our principal financial officer (the "Certifying Officers") are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e). Such officers have concluded (based upon their evaluations of these controls and procedures as of the end of the period covered by this report) that the Company's disclosure controls and procedures are effective to ensure that information required to be disclosed by it in this report is accumulated and communicated to management, including the Certifying Officers as appropriate, to allow timely decisions regarding required disclosure. The Certifying Officers have also indicated that there were no significant changes in the Company's internal controls over financial reporting or other factors that could significantly affect such controls subsequent to the date of their evaluation, and there were no significant deficiencies and material weaknesses. Management, including the Certifying Officers, does not expect that the Company's disclosure controls or its internal controls will prevent all error and all fraud. A control system, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of the control system are met. In addition, the design of a control system must reflect the fact that there are resource constraints, and the benefits of controls must be considered relative to their costs. Because of the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, within a company have been detected. These inherent limitations include the realities that judgments in decision-making can be faulty, and that breakdowns can occur because of simple error or mistake. Additionally, controls can be circumvented by the individual acts of some persons, by collusion of two or more people or by management override of the control. The design of any systems of controls is also based in part upon certain assumptions about the likelihood of future events, and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions. Because of these inherent limitations in a cost-effective control system, misstatements due to error or fraud may occur and may not be detected. 14 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, 2005. On January 4, 2005, the Company received subscriptions for 5,000,000 shares of its common stock pursuant to a private placement of Company stock to two parties. The shares were issued without registration pursuant to the exemptions from registration provided under Regulation S of the Securities Act of 1933. The subscriptions were for $.05 per share, with total proceeds to be received of $250,000. As of March 31, 2005, the 5,000,000 shares have been issued and are being held in escrow awaiting receipt of funds. As of March 31, 2005, no funds had been received by the Company. The Company did not offer any of these shares to any person in the United States, any identifiable groups of U.S. citizens abroad, or to any U.S. Person as that term is defined in Regulation S. At the time the buy orders were originated, the Company reasonably believed the Buyers were outside of the United States and were not U.S. Persons. The Company reasonably believed that the transaction had not been pre-arranged with a buyer in the United States. The Company has not nor will it engage in any "Directed Selling Efforts" and reasonably believes the Buyers have not nor will engage in any "Directed Selling Efforts." The Company reasonably believed the Buyers purchased the securities for their own accounts and for investment purposes and not with the view towards distribution or for the account of a U.S. Person. On January 4, 2005, the Company issued 1,100,000 restricted common shares to three individuals as a finder's fee in connection with the above referenced private placement. The shares were issued without registration pursuant to the exemptions from registration provided under Regulation S of the Securities Act of 1933. The Company did not offer these shares to any person in the United States, any identifiable groups of U.S. citizens abroad, or to any U.S. Person as that term is defined in Regulation S. At the time the Company negotiated to issue shares as a finders' fee, the Company reasonably believed the finders were outside of the United States and were not U.S. Persons. The Company has not nor will it engage in any "Directed Selling Efforts" and reasonably believes the finders have not nor will engage in any "Directed Selling Efforts". The Company reasonably believed the finders acquired the securities for their own accounts and for investment purposes and not with the view towards distribution or for the account of a U.S. Person. On January 25, 2005, the Company issued 250,000 restricted common shares to two individuals for services rendered in connection with the purchase of certain real property in Salt Lake City, Utah. The shares were valued at $0.02 per share. 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 of 1933. Item 6. Exhibits and Reports on Form 8-K A. Reports on Form 8-K None. 15 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 of Principal Executive Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. 32.2 Certification of Principal Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. 16 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 13, 2005 /S/ John M. Hickey -------------------------------------------- John M. Hickey, Principal Executive Officer May 13, 2005 /S/ John R. Rask -------------------------------------------- John R. Rask, Principal Financial Officer 17 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 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 officers and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the Company 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 Company, including its consolidated subsidiary, 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 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 Quarterly Report based on such evaluation; and (c) Disclosed in this Quarterly Report any change in the Company's internal controls over financial reporting that occurred during the Company's most recent fiscal quarter that has materially affected, or is reasonably likely to materially affect, the Company's internal controls over financial reporting; and (5) The Company's other certifying officers and I have disclosed, based on our most recent evaluation of internal control over financial reporting, 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 and material weaknesses in the design or operation of internal controls over financial reporting which are reasonably likely to adversely affect the Company'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 Company's internal controls over financial reporting. Date: May 13, 2005 By: /S/ John Hickey -------------------------------------- John 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 R. 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 officers and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the Company 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 Company, including its consolidated subsidiary, 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 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 Quarterly Report based on such evaluation; and (c) Disclosed in this Quarterly Report any change in the Company's internal controls over financial reporting that occurred during the Company's most recent fiscal quarter that has materially affected, or is reasonably likely to materially affect, the Company's internal controls over financial reporting; and (5) The Company's other certifying officers and I have disclosed, based on our most recent evaluation of internal control over financial reporting, 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 and material weaknesses in the design or operation of internal controls over financial reporting which are reasonably likely to adversely affect the Company'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 Company's internal controls over financial reporting. Date: May 13, 2005 By:/S/ John R. Rask -------------------------------------------- John R. Rask, Principal Financial Officer EX-32 4 omega32_1.txt EXHIBIT 32.1 EXHIBIT 32.1 CERTIFICATION OF PRINCIPAL EXECUTIVE OFFICER 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 quarter ended May 31, 2004, as filed with the Securities and Exchange Commission on the date hereof (the "REPORT"), the undersigned, John Hickey, Principal Executive 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 13, 2005 /S/ John Hickey -------------------------------------------- John Hickey, Principal Executive Officer EX-32 5 omega32_2.txt EXHIBIT 32.2 EXHIBIT 32.2 CERTIFICATION OF PRINCIPAL FINANCIAL OFFICER 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 quarter ended May 31, 2004, as filed with the Securities and Exchange Commission on the date hereof (the "REPORT"), the undersigned, John R. 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 13, 2005 /S/ John R. Rask ---------------------------------------- John R. Rask, Principal Financial Officer -----END PRIVACY-ENHANCED MESSAGE-----