-----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, PyMiaRND2e+lQf02Ktoq2bD/59VYxK85rG3Yk0CftYthH1rAFvzz9oLKYaZgVWFC qEXtZrJJPXNnjcOsOWgyng== 0001140377-06-000264.txt : 20061114 0001140377-06-000264.hdr.sgml : 20061114 20061114172031 ACCESSION NUMBER: 0001140377-06-000264 CONFORMED SUBMISSION TYPE: 10QSB PUBLIC DOCUMENT COUNT: 5 CONFORMED PERIOD OF REPORT: 20060930 FILED AS OF DATE: 20061114 DATE AS OF CHANGE: 20061114 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: 061216868 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_0906q.txt FORM 10QSB 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 September 30, 2006 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.) 299 South Main, Suite 1300, Salt Lake City, Utah 84111 ------------------------------------------------------ (Address of principal executive offices) (801) 534-4450 ------------------- (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 ----- ---- Check if the Issuer is a shell company. [X] As of September 30, 2006, the Company had 72,103,686 shares of its $0.001 par value common stock outstanding. PART I FINANCIAL INFORMATION Item 1. Financial Statements OMEGA VENTURES GROUP, INC. AND SUBSIDIARIES ( Development Stage Company) CONSOLIDATED BALANCE SHEETS - unaudited September 30, 2006 and December 31, 2005
Sept 30, Dec 31, 2006 2005 ------------ ------------ ASSETS CURRENT ASSETS Cash $ 32,835 $ 25,615 ------------ ------------ Total Current Assets 32,835 25,615 ------------ ------------ FURNITURE AND EQUIPMENT - net of accumulated depreciation 3,935 4,308 ------------ ------------ $ 36,770 $ 29,923 ============ ============ LIABILITIES AND STOCKHOLDERS' DEFICIENCY CURRENT LIABILITIES Accounts payable - affiliates 58,923 121,203 Accounts payable - related parties 2,700 22,800 Accounts payable 87,931 97,454 ------------ ------------ Total Current Liabilities 149,554 241,457 ------------ ------------ 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; 72,103,686 shares issued and outstanding June 30 72,104 49,340 Capital in excess of par value 1,167,821 962,944 Stock subscriptions receivable (250,000) (250,000) Deficit accumulated during the development stage (1,102,709) (973,818) ------------ ------------ Total Stockholders' Deficit (112,784) (211,534) ------------ ------------ $ 36,770 $ 29,923 ============ ============
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 and Nine Months Ended September 30, 2006 and 2005 and the period September 19, 2000 (Date of Inception) to September 30, 2006
Sept 29, Three Months Nine Months 2000 to Sept 30, Sept 30, Sept 30, Sept 30, Sept 30, 2006 2005 2006 2005 2006 ----------- ----------- ----------- ----------- ------------ REVENUES $ - $ - $ - $ - $ 823 ----------- ----------- ----------- ----------- ------------ EXPENSES Market development - - - - 387,988 Depreciation & amortization 850 850 2,550 3,050 18,353 Administrative 38,005 5,349 126,341 20,964 590,630 Exploration - - - - 41,584 Development of web site - preliminary project stage - - - - 25,000 ----------- ----------- ----------- ----------- ------------ NET LOSS - OPERATIONS (38,855) (6,199) (128,891) (24,014) (1,062,732) OTHER EXPENSE Interest income - 38 - 38 89 Interest expense - (3,220) - (9,604) (18,242) Loss of assets - - - - (21,824) ----------- ----------- ----------- ----------- ------------ NET LOSS $ (38,855) $ (9,381) $ (128,891) $ (33,580) $(1,102,709) =========== =========== =========== =========== ============ NET LOSS PER COMMON SHARE Basic $ - $ - $ - $ - AVERAGE OUTSTANDING SHARES (stated in 1,000's) Basic 72,102 49,340 60,722 46,165 ----------- ----------- ----------- ----------- Diluted 77,203 54,439 65,821 51,264 ----------- ----------- ----------- -----------
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 September 30, 2006
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 - Return and cancellation of common stock - December 2003 (500,000) (500) 500 - Net operating loss for the year ended December 31, 2003 (342,721) ----------- ----------- ----------- ----------- 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 42,989,597 42,990 714,294 (911,391)
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 September 30, 2006
Capital in Common Stock Excess of Accumulated Shares Amount Par Value Deficit ----------- ----------- ----------- ----------- Issuance of common stock for expenses at $.02 - Jan 2005 250,000 250 4,750 - Issuance of common stock for subscription receivable - net of finders fees - Jan 2005 6,100,000 6,100 243,900 - Net operating loss for the year ended December 31, 2005 - - - (62,427) ----------- ----------- ----------- ----------- Balance December 31, 2005 49,339,597 49,340 962,944 (973,818) Issuance of common shares for cash - net of issuance costs - June 2006 22,764,089 22,764 204,877 - Net operating loss for the nine months ended September 30, 2006 - - - (128,891) ----------- ----------- ----------- ----------- Balance September 30, 2006 72,103,686 $ 72,104 $ 1,167,821 $(1,102,709) =========== =========== =========== ===========
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 Nine Months Ended September 30, 2006 and 2005 and the Period September 19, 2000 (Date of Inception) to September 30, 2006
Sept 19, 2000 Sept 30, Sept 30, to Sept 30, 2006 2005 2006 ------------ ------------ ------------ CASH FLOWS FROM OPERATING ACTIVITIES Net loss $ (128,891) $ (33,580) $(1,102,709) Adjustments to reconcile net loss to net cash provided by operating activities Depreciation & amortization 2,550 3,050 18,353 Change in accounts payable (9,523) 32,982 226,538 Issuance of capital stock for web site - 2,517 25,000 Issuance of capital stock for services - 5,000 155,000 ------------ ------------ ------------ Net Change in Cash From Operations (135,864) 9,969 (677,818) ------------ ------------ ------------ CASH FLOWS FROM INVESTING ACTIVITIES Purchase of web site - - (5,027) Purchase land and deposit - (10,000) (109,676) Purchase of equipment (2,177) - (17,261) ------------ ------------ ------------ (2,177) (10,000) (131,964) ------------ ------------ ------------ CASH FLOWS FROM FINANCING ACTIVITIES Changes in a note payable (82,380) - 32,692 Net proceeds from issuance of common stock 227,641 - 809,925 ------------ ------------ ------------ 145,261 - 842,617 ------------ ------------ ------------ Net change in Cash 7,220 (31) 32,835 Cash at Beginning of Period 25,615 608 - ------------ ------------ ------------ Cash at End of Period $ 32,835 $ 577 $ 32,835 ============ ============ ============ 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 September 30, 2006 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 SUBSIDIARIES ( Development Stage Company) NOTES TO FINANCIAL STATEMENTS (Continued) September 30, 2006 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 September 30, 2006, the Company and its subsidiaries had a net operating loss available for carry forward of $ 1,102,709. The income tax benefit of approximately $ 331,000 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 starting in 2021 through 2027. Financial Instruments - --------------------- The carrying amounts of financial instruments are considered by management to be their estimated fair values due to their short term maturities. 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 8 OMEGA VENTURES GROUP, INC. AND SUBSIDIARIES ( Development Stage Company) NOTES TO FINANCIAL STATEMENTS (Continued) September 30, 2006 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 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. SIGNIFICANT TRANSACTIONS WITH RELATED PARTIES Officers-directors, and Apex Resources, Inc. (an affiliate by common officers) have acquired 21% of the common stock issued. Officer-directors have made no interest, demand loans to the Company of $2,700. A Company affiliate has made no interest, demand loans to the Company of $58,923. 9 OMEGA VENTURES GROUP, INC. AND SUBSIDIARIES ( Development Stage Company) NOTES TO FINANCIAL STATEMENTS (Continued) September 30, 2006 5. 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 exercised. During 2005 the Company issued 250,000 restricted common shares for services of $5,000 and 6,100,000 restricted common shares for stock subscriptions receivable of $250,000. During 2006 the Company issued 22,764,089 restricted common shares for $ 227,641, net of issuance costs. 6. 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. 10 OMEGA VENTURES GROUP, INC. AND SUBSIDIARIES (Development Stage Company) NOTES TO FINANCIAL STATEMENTS September 30, 2006 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 preferred 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. 11 OMEGA VENTURES GROUP, INC. AND SUBSIDIARIES (Development Stage Company) NOTES TO FINANCIAL STATEMENTS (Continued) September 30, 2006 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 in the future. 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 September 30, 2006, the Company and its subsidiaries had a net operating loss available for carry forward of $1,102,709. The income tax benefit of approximately $331,000 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 starting in 2021 through 2027. Financial Instruments - --------------------- The carrying amounts of financial instruments are considered by management to be their estimated fair values due to their short term maturities. 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. 12 OMEGA VENTURES GROUP, INC. AND SUBSIDIARIES (Development Stage Company) NOTES TO FINANCIAL STATEMENTS (Continued) September 30, 2006 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - continued 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. 13 OMEGA VENTURES GROUP, INC. AND SUBSIDIARIES (Development Stage Company) NOTES TO FINANCIAL STATEMENTS (Continued) September 30, 2006 3. OIL AND GAS LEASES During August 2003 Western Gas Corporation (subsidiary) acquired an undivided 2.5% working interest, with a1.875% 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. SIGNIFICANT TRANSACTIONS WITH RELATED PARTIES Officers-directors, and Apex Resources Group, Inc. (an affiliate by common officers) have acquired 21% of the common stock issued. Officer-directors have made no interest, demand loans to the Company of $2,700. A Company affiliate has made no interest, demand loans to the Company of $58,923. 5. 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 exercised. During 2005 the Company issued 250,000 restricted common shares for services of $5,000 and 6,100,000 restricted common shares for stock subscriptions receivable of $250,000. During 2006 the Company issued 22,764,089 restricted common shares for $227,641, net of issuance costs. 14 OMEGA VENTURES GROUP, INC. AND SUBSIDIARIES (Development Stage Company) NOTES TO FINANCIAL STATEMENTS (Continued) September 30, 2006 6. 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. 15 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 the Part I- Item 1. Financial Statements to this Form 10- QSB and with the Form 10-KSB Annual Report of the Company filed with the Securities and Exchange Commission on April 27, 2006. GENERAL - ------- From inception through the fourth quarter of 2003, the Company sought to establish an online credit and collections professional referral service. The Company encountered numerous difficulties in implementing its referral service. These difficulties, coupled with a lack of funds and limited prospects for generating revenue, prompted the Company in the fourth quarter of 2003, to discontinue its efforts to pursue the development of its online credit and collections referral service. During 2004 and 2005, the Company primarily focused its efforts into the acquisition of interests in oil and gas projects and real estate. Because of limited funds, however, the Company has been unsuccessful in its efforts. As a result of its limited funds, the Company engaged in very little operating activity during 2006. The Company has three wholly-owned subsidiaries: Western Gas Corporation; Arizona Land Corporation and 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 September 30, 2006. Arizona Land Corporation ------------------------ Due to a lack of funds, Arizona Land did not engage in any land acquisition activities during the quarter ended September 30, 2006. Vogue Environmental Solutions, Inc. ----------------------------------- Due to a lack of funds, Vogue Environmental Solutions did not engage in active operations during the quarter ended September 30, 2006. SOURCE OF FUNDS - --------------- Because the Company is not currently generating revenue, it is dependent upon loans from related parties and private sales of its securities to fund its operations. 16 Note 6 of the notes to the unaudited consolidated financial statements states that the Company will need additional capital to service its debt and fund its 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 generate revenue during 2006, 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. During the second quarter the Company finalized the terms of a private placement of its common stock. The Company sold 22,764,100 shares of its common stock in exchange for proceeds of $227,641. The Company shares were issued in June 2006. RESULTS OF OPERATIONS - --------------------- During the period from inception, September 19, 2000, to September 30, 2006, the Company has generated no income from active operations. Since inception, the Company has earned $823 in interest income, including $0 during the nine months ended September 30, 2006. The Company does not expect to generate any material revenues during the remainder of the 2006 fiscal year. As of September 30, 2006, the Company had an accumulated deficit of $1,102,709 funded by paid-in capital. At September 30, 2006, the Company had total current assets of $32,835 and total current liabilities of $149,554 compared to total current assets of $25,615 and total current liabilities of $241,457 on December 31, 2005. The private placement conducted during the second quarter is the primary factor contributing to the increase in total assets. The primary contributing factors to the decrease in accumulated deficit and total current liabilities is decreased accounts payable during the quarter ended June 30, 2006. COMPARISON OF THE THREE MONTHS ENDED SEPTEMBER 30, 2006 AND 2005 ---------------------------------------------------------------- During the three months ended September 30, 2006, the Company incurred operating expenses of $38,855 compared to $6,199 during the three months ended September 30, 2005. This significant increase in operating expenses was attributable to a significant increase in administrative expense. During the third quarter 2006, the Company incurred $38,005 in administrative expenses, compared to $5,349 in the third quarter 2005. This significant increase in administrative expense is largely attributable to increased travel expenses incurred in connection with the relocation of the Company's offices to Salt Lake City. The Company also paid John Hickey $10,000 for consulting fees during the three months ended September 30, 2006. During the third quarter 2006, the Company incurred $850 in depreciation and amortization compared to $850 during the third quarter 2005. During the three months ended September 30, 2006 and September 30, 2005, the Company incurred no expenses for market development, exploration or website development. The Company incurred no interest expense during the third quarter of 2006 but did incur interest expense of $3,220 during the third quarter of 2005. The Company anticipates its expenses and losses will continue at a rate consistent with those experienced during the second quarter 2006 until such time as the Company undertakes active operations. 17 COMPARISON OF THE NINE MONTHS ENDED SEPTEMBER 30, 2006 AND 2005 --------------------------------------------------------------- During the nine months ended September 30, 2006, the Company incurred operating expenses of $128,891 compared to $24,014 during the nine months ended September 30, 2005. As stated above, significant increase in operating expenses was attributable to a significant increase in administrative expense. During the nine month period ended September 30, 2006, the Company incurred $126,341 in administrative expenses, compared to $20,964 during the nine months ended September 30, 2005. This significant increase in administrative expense is largely attributable to increased travel, to oversee the office move to Salt Lake City, Utah, and consulting fees for third quarter. During the nine month period ended September 30, 2006, the Company incurred $2,550 in depreciation and amortization compared to $3,050 during the nine months ended September 30, 2006. During the nine months ended September 30, 2006, the Company incurred no expenses for market development, exploration, or website development, compared to no expense during the nine months ended September 30, 2005. As a result of no activity in its land acquisitions, the Company has incurred $0 in interest expense during the nine months of 2006, compared to $9,604 during the nine months of 2005. These overall reductions in expenses resulted in a net loss during the nine months ended September 30, 2006 of $128,891, compared to a net loss during the nine month period ended September 30, 2005 of $33,580. The Company anticipates its expenses and losses will continue at a rate consistent with those incurred during the first nine months of 2006, until such time as the Company can raise additional funds to pursue operations. 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 discussed above, during the second quarter the Company finalized a private placement of its common stock to an investor. In exchange for $227,641, the investor in the private placement was issued 22,764,089 shares of our common stock. As of September 30, 2006, the Company had cash on hand of $32,835. During the second quarter 2005, the Company issued 5,000,000 shares for stock subscriptions receivable of $250,000. As of September 30, 2006, 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 if, or when, the Company will receive these funds. It is unlikely the Company will realize revenue from the operations of any of its subsidiaries through the remainder of 2006. While the Company raised $227,641 in the private offering, unless the Company can undertake a business opportunity that will allow it to generate revenue, it is unclear how long the Company may be able to continue operations. OFF BALANCE SHEET FINANCING ARRANGEMENTS - ---------------------------------------- As of September 30, 2006 the Company had no off-balance sheet financing arrangements 18 ITEM 3. CONTROLS AND PROCEDURES EVALUATION OF DISCLOSURE CONTROLS AND PROCEDURES Our principal executive officer 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 our disclosure controls and procedures are effective to ensure that information required to be disclosed by us in this report is accumulated and communicated to management, including the Certifying Officers as appropriate, to allow timely decisions regarding required disclosure. Based on this evaluation, our Certifying Officers have concluded that our disclosure controls and procedures are effective as of September 30, 2006. CHANGES IN INTERNAL CONTROL OVER FINANCIAL REPORTING There were no changes in our internal controls over financial reporting during the quarter ended September 30, 2006 that materially affected, or are reasonably likely to materially affect, our internal control over financial reporting. PART II - OTHER INFORMATION ITEM 6. EXHIBITS 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. 19 SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this quarterly report to be signed on its behalf by the undersigned thereunto duly authorized. OMEGA VENTURES GROUP, INC. November 11, 2006 /s/ John M. Hickey ------------------------------------ John M. Hickey, Principal Executive Officer November 11, 2006 /s/ John Ray Rask ------------------------------------ John Ray Rask, Principal Financial Officer 20 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(e) and 15d-15(e)) 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: November 14, 2006 /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 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(e) and 15d-15(e)) 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: November 14, 2006 By: /s/ John Ray 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 September 30, 2006, 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: November 14, 2006 /s/ John M. Hickey -------------------------------------- John M. 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 September 30, 2006, 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: November 14, 2006 /s/ John Ray Rask -------------------------------------- John R. Rask, Principal Financial Officer -----END PRIVACY-ENHANCED MESSAGE-----