10QSB 1 omega_0307q.htm QUARTERLY REPORT AT MARCH 31, 2007 omega_0307q.htm
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549
FORM 10-QSB

x
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended: March 31, 2007

o
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934
 
 
For the transition period from _________________ to _________________
 
Commission File number           333-51180

OMEGA VENTURES GROUP, INC.
(Exact name of registrant as specified in charter)

 UTAH
 
 87-0661638
 (State or other jurisdiction of  incorporation or organization) 
 
 (I.R.S. Employer Identification No.)
                                                                                                            
                                                                                           
299 S. Main Street, Suite 1300, Salt Lake City, Utah 
 
 84111
  (Address of principal executive offices) 
 
 (Zip Code)
                                                                                                                                                                                                                
 (801) 534-4450
Registrant’s telephone number, including area code

Check whether the issuer (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.    Yes x   No  o

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes x  No o

As of May 10, 2007, the Company had 78,489,875 shares of its $.001 par value, common stock outstanding.

Transitional Small Business Disclosure Format: Yes o  No x     
 
 

 
 
 
 INDEX  
 
 
 Page Number
 PART I.    
     
 ITEM 1.  Financial Statements (unaudited) 
3
     
   Consolidated Balance Sheets as of March 31, 2007 and December 31, 2006  
   
 3
   Consolidated Statements of Operations Three Months Ended March 31, 2007 and 2006 and the Period from Inception (September 19, 2000) to March 31, 2007
 4
     
   Consolidated Statements of Cash Flows Three Months Ended March 31, 2007 and 2006 and the Period from Inception (September 19, 2000) to March 31, 2007
 5
     
   Notes to Financial Statements
 6
     
 ITEM 2   Plan of Operations 
 12
     
 ITEM 3.  Controls and Procedures
 13
     
   
14
     
 ITEM 6.  Exhibits
 14
     
   Signatures
 15
 



 
PART I - FINANCIAL INFORMATION

Item 1. Financial Statements
 
The accompanying consolidated balance sheets of Omega Ventures Group, Inc.,  (a development stage company) at March 31, 2007, the consolidated statements of operations for the three months ended March 31, 2007 and 2006 and the period from inception (September 19, 2000) to March 31, 2007 and consolidated statements of cash flows for the three months ended March 31, 2007 and 2006 and the period from inception (September 19, 2000) to March 31, 2007, have been prepared by our management in conformity with accounting principles generally accepted in the United States of America.  In the opinion of management, all adjustments considered necessary for a fair presentation of the results of operations and financial position have been included and all such adjustments are of a normal recurring nature.

Operating results for the quarter ended March 31, 2007, are not necessarily indicative of the results that can be expected for the year ending December 31, 2007.

 OMEGA VENTURES GROUP, INC. AND SUBSIDIARIES     
 
 ( Development Stage Company )     
 
 CONSOLIDATED BALANCE SHEETS - unaudited     
 
 March 31, 2007 and December 31, 2006     
 
   
Mar 31,
2007
   
Dec 31,
2006
 
 ASSETS            
 CURRENT ASSETS            
             
 Cash
  $ 507     $ 29,142  
 Total Current Assets
    507       29,142  
                 
 FURNITURE AND EQUIPMENT - net of accumulated depreciation     1,742       2,521  
 ACCOUNTS RECEIVABLE - AFFILIATE     14,000       -  
    $ 16,249     $ 31,663  
 LIABILITIES AND STOCKHOLDERS' DEFICIENCY                
 CURRENT LIABILITIES                
 Accounts payable - affiliates
    -       5,000  
 Accounts payable - related parties
    2,700       2,700  
 Accounts payable
    68,866       61,416  
 Total Current Liabilities
    71,566       69,116  
                 
 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;
78,475,140 shares issued and outstanding
    78,475       78,475  
 Capital in excess of par value
    999,330       999,330  
 Deficit accumulated during the development stage
    (1,133,122 )     (1,115,258 )
 Total Stockholders' Deficit
    (55,317 )     (37,453 )
    $ 16,249     $ 31,663  
 
 
 
The accompanying notes are an integral part of these financial statements.
3

 
 
 OMEGA VENTURES GROUP, INC. AND SUBIDIARIES        
 
 ( Development Stage Company )        
 
 CONSOLIDATED STATEMENTS OF OPERATIONS - unaudited        
 
 For the Three Months Ended March 31, 2007 and 2006 and the period        
 
 September 19, 2000 (Date of Inception) to March 31, 2007        
 
   
Mar 31,
2007
   
Mar 31,
2006
   
Sept 19, 2000
to Mar 31, 2007
 
 REVENUES   $ -     $ -     $ 823  
                         
 EXPENSES                        
                         
Market development
    -       -       387,988  
 Exploration
    -       -       41,584  
 Development of web site - preliminary project stage
    -       -       25,000  
 Depreciation & amortization
    779       850       19,696  
 Administrative
    17,085       6,955       619,752  
      17,864       7,805       1,094,020  
 NET LOSS FROM OPERATIONS     (17,864 )     (7,805 )     (1,093,197 )
                         
 OTHER INCOME AND EXPSENSES                        
                         
 Interest income
    -       16       141  
 Interest expense
    -       -       (18,242 )
 Loss of assets
    -       -       (21,824 )
                         
 NET LOSS   $ (17,864 )   $ (7,789 )   $ (1,133,122 )
                         
 NET LOSS PER COMMON SHARE                        
Basic and dilutive
  $ -     $ -          
                         
 AVERAGE OUTSTANDING SHARES -
(stated in 1,000's)
                       
                         
 Basic
    78,475       49,340          
 Diluted
    83,574       54,439          
                         
 
 
 
 
 
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 - unaudited
 
For the Three Months Ended March 31, 2007 and 2006 and the Period
 
September 19, 2000 (Date of Inception) to March 31, 2007
 
                   
   
Mar 31,
2007
   
Mar 31,
2006
   
Sept 19, 2000
to Mar 31,
2007
 
 CASH FLOWS FROM OPERATING ACTIVITIES                  
 Net loss
  $ (17,864 )   $ (7,789 )   $ (1,133,122 )
 Adjustments to reconcile net loss to net cash provided by operating activities
                       
 Depreciation & amortization
    779       850       19,696  
 Change in accounts payable
    7,450       6,955       97,823  
 Issuance of capital stock for web site
    -       -       25,000  
 Issuance of capital stock for services
    -       -       155,000  
                         
Net Change in Cash from Operations
    (9,635 )     16       (835,603 )
                         
 CASH FLOWS FROM INVESTING ACTIVITIES                        
 Purchase of web site
    -       -       (5,027 )
 Purchase of equipment
    -       -       (16,411 )
      -       -       (21,438 )
                         
 CASH FLOW FROM FINANCING ACTIVITIES                        
 Changes in payables - affiliates
    (19,000 )     -       47,623  
 Net proceeds from issuance of common stock
    -       227,641       809,925  
      (19,000 )     227,641       857,548  
                         
 Net change in Cash     (28,635 )     227,657       507  
                         
 Cash at Beginning of Period     29,142       25,615       -  
                         
 Cash at End of Period   $ 507     $ 253,272     $ 507  
                         
 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 service - 2003
                    75,500  
 Issuance of 3,016,097 common shares for services and expenses - 2004
                    74,500  
 Issuance of 250,000 common share for expenses - 2005
                    5,000  
                         
 
 
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, 2007


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.
 

 
6

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 March 31, 2007, the Company and its subsidiaries had a net operating loss available for carry forward of  $1,133,122.  The income tax benefit of approximately $340,000 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 2028.

Capitalization of Oil Lease Costs

The Company uses the successful efforts cost method for recording its oil lease interests, which provided for capitalizing the purchase price of the project and the additional costs directly related to providing 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.  All other costs are expensed as incurred.


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


Environmental Requirements

At the report date environmental requirement related to the oil and gas leases acquired are unknown and therefore an estimate of any future costs

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.

Cost
  $
16,411
 
Less accumulated depreciation
   
14,669
 
         
Net
   
1,742
 

3.  SIGNIFICANT TRANSACTIONS WITH RELATED PARTIES

Officers-directors, and Apex Resources Group, Inc. (an affiliate by common officers) have acquired 16% of the common stock issued.

Officer-directors have made no interest, demand loans to the Company of $2,700.

The Company has made a no interest demand loan to an affiliate of $14,000.

4.  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 private placement common shares for $5,000.
 

 
9

OMEGA VENTURES GROUP, INC.  AND SUBSIDIARIES
(Development Stage Company)
NOTES TO FINANCIAL STATEMENTS (Continued)
September 30, 2006


4.  CAPITAL STOCK - continued

During 2006 the Company issued 22,764,089 private placement shares for $227,641 and 6,371,454 restricted shares for payment of debt of $87,880.

5.  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

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 our Form 10-KSB Annual Report for the year ended December 31, 2006.

General

From inception through the fourth quarter of 2003, we sought to establish an online credit and collections professional referral service.  We encountered numerous difficulties in implementing its referral service.  These difficulties, coupled with a lack of funds and limited prospects for generating revenue, prompted us in the fourth quarter of 2003, to discontinue our efforts to pursue the development of our online credit and collections referral service.

During 2004 and 2005, we primarily focused our efforts into the acquisition of interests in oil and gas projects and real estate.  Because of limited funds, however, we have been unsuccessful in our efforts.  As a result of its limited funds, we engaged in very little operating activity during 2006 and the first quarter 2007.

We have 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 March 31, 2007.

Arizona Land Corporation

Due to a lack of funds, Arizona Land did not engage in any land acquisition activities during the quarter ended March 31, 2007.

Vogue Environmental Solutions, Inc.

Due to a lack of funds, Vogue Environmental Solutions did not engage in active operations during the quarter ended March 31, 2007.

The Company is currently a “shell company” as defined in Rule 12b-2 of the Exchange act of 1934.  However, we continue to explore opportunities in real estate, oil and gas exploration and new solutions to environmental issues.  We are not limiting our search strictly to these areas and management is constantly investigating potential business opportunities it believes can increase shareholder value.  At this time, we have not determined what opportunities may exist, if any, nor have we entered into or negotiated agreements with any parties to enter into or participate in any industry.

11

Source of Funds

Because we are not currently generating revenue, we are dependent upon loans from related parties and private sales of our securities to fund operations.

Note 5 of the notes to the unaudited consolidated financial statements states that we will need additional capital to service our debts and fund our planned activities, which raises substantial doubt about our ability to continue as a going concern.  We have never generated revenue and it is unlikely we will generate revenue during 2007, which raises substantial doubt about our ability to continue as a going concern.  To continue operations, we will need to obtain funding from third parties.  This funding may be sought by means of private equity or debt financing.  We currently have 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 we will be successful in obtaining additional funding on attractive terms or at all.  If we are unsuccessful in obtaining additional funding we may be unable to continue operations as we have insufficient working capital necessary to meet our expenses and service our debt.

Liquidity and Capital Resources

We have financed our operations mainly through the sale of our common stock and through loans from related parties.  Since inception, we have been entirely dependent upon outside sources of financing for continuation of operations.  As stated previously, there is no assurance that we will be successful in obtaining additional funding on acceptable terms or at all.  As of March 31, 2007 we had cash on hand of $507.  We do not have sufficient funds to maintain operations through fiscal 2007.  Therefore, unless we are able to raise additional funding through the sell of equity or debt securities, it is unclear how long we may be able to continue operations.

Results of Operations

During the period from inception, September 19, 2000, to March 31, 2007 we have generated no income from active operations.  Since inception, we have earned $823 in interest income.  We did not generate any interest income during the first quarter 2007 and we do not expect to generate any material revenues during the 2007 fiscal year.

As of March 31, 2007 we had an accumulated deficit during development stage of $1,133,122 compared to an accumulated deficit of $1,115,258 at December 31, 2006.  This increase in accumulated deficit is the result of our incurring liabilities we have not had the funds to satisfy during the current year.

12

At March 31, 2007 the Company had total current liabilities of $71,566, compared to $69,116 on December 31, 2006.  This increase in total current liabilities during the first quarter resulted from increases in accounts payable for services rendered to the Company.  Accounts payable to affiliates decreased $5,000 as we satisfied that obligation in full during the quarter.

During the quarter ended March 31, 2007 we spent nothing in market development activities, the same as in the quarter ended March 31, 2006.  This is the result of our having very limited financial resources to fund our operations.  We do not anticipate engaging in market development activities until such time as we are able to raise substantial additional capital.

During the three months ended March 31, 2007 we spent $17,085 in administrative expenses compared to $6,955 during the three months ended March 31, 2006. This significant increase in administrative expense is largely attributable to travel expenses incurred in connection with the relocation of our offices, the investigation of potential business opportunities and meeting with our accounting and legal professionals in connection with the preparation of our financial statements and reports to the Securities and Exchange Commission.  We anticipate quarter administrative expenses will remain fairly consistent with what we incurred during the three months ended March 31, 2007 throughout the remainder of 2007 unless we are able to secure significant additional funding.

During the quarters ended March 31, 2007 and 2006 we spent nothing in exploration. This again was the result of the limited funding available to the Company during those quarters.  We do not plan to engage in exploration activities in the future until such time as we have adequate funding to do so.

During the quarter ended March 31, 2007 we realized a loss from operations of $17,864 and a net loss of $17,864 compared to a loss from operations of $7,805 and a net loss of $7,789 during the quarter ended March 31, 2006.  This increase in loss from operations and net loss is largely the result of costs incurred in relocating our offices and in seeking new business opportunities during the first quarter 2007.

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 March 31, 2007.

13

Changes in Internal Control over Financial Reporting

There were no changes in our internal controls over financial reporting during the quarter ended March 31, 2007 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.
 

 
14


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.
 
 
       
May 15, 2007
By:
/s/ John M. Hickey  
    John M. Hickey  
    Principal Executive Officer  
       
 

May 15, 2007
By:
/s/ John Ray Rask  
    John Ray Rask  
    Principal Financial Officer