-----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, C/k4PersDNHybvT4jn1TBVfmjL7326MGmoxadbQRTFYDiDLhNdkp87thqV5fE8F4 d91VOhAnbxGleoefKPS0jw== 0001140377-07-000164.txt : 20070814 0001140377-07-000164.hdr.sgml : 20070814 20070814170039 ACCESSION NUMBER: 0001140377-07-000164 CONFORMED SUBMISSION TYPE: 10QSB PUBLIC DOCUMENT COUNT: 4 CONFORMED PERIOD OF REPORT: 20070630 FILED AS OF DATE: 20070814 DATE AS OF CHANGE: 20070814 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: 071056412 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 omega0607q.htm JUNE 30, 2007 10QSB omega0607q.htm
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549
FORM 10-QSB
 
 
x    QUARTERLY REPORT PURSUAN TO SECTION 13 OF 15 (D) OF THE SECURITIES EXHCANGE ACT OF 1934
 For the quarterly period ended: June 30, 2007
 
o    TRANSITION REPORT PURSUAN 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)
 
 
 Registrant’s telephone number, including area code
 (801) 534-4450

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 August 13, 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 June 30, 2007 and December 31, 2006    
 4
     
 Consolidated Statements of Operations Three and Six Months Ended June 30, 2007 and 2006 and the  Period September 19, 2000
(Date of Inception) to June 30, 2007
 
 5
     
 Consolidated Statements of Cash Flows Six Months Ended June 30, 2007 and 2006 and the Period September 19, 2000
(Date of Inception) to June 30, 2007
 
 6
     
 Notes to Financial Statements   
 7
     
 ITEM 2. Plan of Operations  
 12
     
 ITEM 3. Controls and Procedures  
 14
     
 PART II   
 
     
 ITEM 6. Exhibits  
 15
     
 Signatures  
 16
 
                                                                                                         
2

PART I - FINANCIAL INFORMATION


Item 1. Financial Statements
 
The accompanying consolidated balance sheets of Omega Ventures Group, Inc.,  (a development stage company) at June 30, 2007, the consolidated statements of operations for the three and six months ended June 30, 2007 and 2006 and the period September 19, 2000 (date of inception) to June 30, 2007 and consolidated statements of cash flows for the ix months ended June 30, 2007 and 2006 and the period September 19, 2000 (date of inception) to June 30, 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 June 30, 2007, are not necessarily indicative of the results that can be expected for the year ending December 31, 2007.
 
 
 
The accompanying notes are an integral part of these financial statements.
3

 
 
 OMEGA VENTURES GROUP, INC. AND SUBSIDIARIES     
 
 (Development Stage Company)     
 
 CONSOLIDATED BALANCE SHEET - unaudited     
 
 June 30, 2007 and December 31, 2006     
 
   
   
   
June 30,
2007
   
December 31,
2006
 
 ASSETS            
 CURRENT ASSETS            
 Cash
  $ 4,330     $ 29,142  
 Total Current Assets
    4330       29,142  
                 
 FURNITURE AND EQUIPMENT                
  net of accumulated depreciation
    963       2,521  
    $ 5,293     $ 31,663  
                 
                 
 LIABILITIES AND STOKHODLERS' DEFICIENCY                
 CURRENT LIABILITIES                
 Accounts Payable - Affiliates
    6,000       5,000   
 Accounts Payable - related parties
    2,700       2,700  
 Accounts Payable
    61,412       61,416  
 Total Current Liabilities
    70,112       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
    (1,142,624 )     (1,115,258 )
 Total Stockholders' Deficit
    (64,819 )     (37,453 )
    $ 5,293     $ 31,663  
 

 
The accompanying notes are an integral part of these financial statements.
4

 
OMEGA VENTURES GROUP INC. AND SUBSIDIARES    
 
(Development Stage Company)    
 
CONSOLIDATED STATEMENT OF OPERATIONS - unaudited    
 
For the Three and Six Months Ended June 30, 2007 and 2006 and the period September 19, 2000 (Date of Inception) to June 30, 2007    
 
      
                               
   
Three Months Ended
   
Six Months Ended  
       
   
June 30, 
2007
   
June 30, 
2007
   
June 30, 
2007
   
June 30, 
2007
   
Sept 19, 2000 to
June 30, 2007
 
 REVENUES   $ -     $ -     $ -     $ -     $ 823  
                                         
 EXPENSES                                        
 Market development
    -       -       -       -       387,988  
 Exploration
    -       -       -       -       41,584  
 Development of web site preliminary project stage
    -       -       -       -       25,000  
 Depreciation & amortization
    779       850       1,558       1,700       20,475  
 Administrative
    8,723       81,397       25,809       88,336       628,475  
      9,502        82,247        27,367        90,036        1,103,522   
                                         
 NET LOSS FROM OPERATIONS     (9,502 )     (82,247 )     (27,367 )     (90,036 )     (1,102,699 )
                                         
 OTHER INCOME AND EXPENSES                                        
 Interest Income
    -       -       -       -       141  
 Interest Expense
    -       -       -       -       (18,242 )
 Loss of assets
    -       -       -       -       (21,824 )
 NET LOSS   $ (9,502 )   $ (82,247 )   $ (27,367 )   $ (90,036 )   $ (1,142,624 )
                                         
 NET LOSS PER COMMON SHARE                                        
 Basic and dilutive
  $ -     $ -     $ -     $ -          
                                         
 AVERAGE OUTSTANDING SHARES (Stated in 1,000's)                                        
Basic  
    78,475       49,340       78,475       46,165          
Diluted
    83,574       54,439       83,574       51,264          
                                         
 
 
 
The accompanying notes are an integral part of these financial statements.
5

 
OMEGA VENTURES GROUP, INC. AND SUBSIDIAIRES  
 
(Development Stage Company)
 
CONSOLIDATED STATEMENTS OF CASH FLOWS - unaudited
 
For the Six Months Ended June 30, 2007 and 2006 and the Period  
 
September 19, 2000 (Date of Inception) to June 30, 2007  
 
           
                   
   
June 30,
2007
   
June 30,
2006
   
Sept. 19, 2000 to
June 30, 2007
 
 CASH FLOWS FROM OEPRATING ACTIVITES                  
 Net loss   $ (27,367 )   $ (90,036 )   $ (1,142,624 )
 Adjustments to reconcile net loss to net cash provided by operating activities                        
 Depreciation & amortization     1,558       1,700       20,475  
 Change in accounts payable     (3 )     (11,497 )     90,369  
 Issuance of capital stock for web site     -       -       25,000  
 Issuance of capital stock for services     -       -       155,000  
 Net Change in Cash from Operations     (25,812 )     (99,833 )     (851,780 )
                         
 CASH FLOWS FROM INVESTING ACTIVITIES                        
 Purchase of web site     -       -       (5,027 )
 Purchase of equipment     -       -       (16,411 )
      -       -       (21,438 )
                         
 CASH FLOWS FROM FINANCING ACTIVITIES                        
 Changes in payables - affiliates     1,000       (69,180 )     67,623  
 Net proceeds from issuance of common stock     -       227,641       809,925  
      1,000       158,461       877,548  
                         
 Net change in Cash     (24,812 )     58,628     $ 4,330  
                         
 Cash at beginning of Period     29,142       25,615          
 Cash at end of Period   $ 4,330     $ 84,243          
                         
 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 sevices and expenses - 2004   $ 74,500                  
 Issuance of 250,000 common shares for expense - 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
June 30, 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.



7


OMEGA VENTURES GROUP, INC.  AND SUBSIDIARIES
(Development Stage Company)
NOTES TO FINANCIAL STATEMENTS (Continued)
June 30, 2007



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 basis 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 June 30, 2007, the Company and its subsidiaries had a net operating loss available for carry forward of $1,142,624.  The income tax benefit of approximately $343,000 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 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.  All other costs are expensed as incurred.


8


OMEGA VENTURES GROUP, INC.  AND SUBSIDIARIES
(Development Stage Company)
NOTES TO FINANCIAL STATEMENTS (Continued)
June 30, 2007



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.


9


OMEGA VENTURES GROUP, INC.  AND SUBSIDIARIES
(Development Stage Company)
NOTES TO FINANCIAL STATEMENTS (Continued)
June 30, 2007



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     15,448  
 Net   $ 963  
 
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.
An affiliate has made a no interest, demand loan to the Company of $6,000.

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.

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.
 
10

 
OMEGA VENTURES GROUP, INC.  AND SUBSIDIARIES
(Development Stage Company)
NOTES TO FINANCIAL STATEMENTS (Continued)
June 30, 2007


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.

11

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 our 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 our limited funds, we engaged in very little operating activity during 2006 and the first half of 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 three or six month periods ended June 30, 2007.

Arizona Land Corporation

Due to a lack of funds, Arizona Land did not engage in any land acquisition activities during the three or six month periods ended June 30, 2007.

Vogue Environmental Solutions, Inc.

Due to a lack of funds, Vogue Environmental Solutions did not engage in active operations during the three or six month periods ended June 30, 2007.
 

 
12

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.
 
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 operational activities.  This 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 also 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 June 30, 2007 we had cash on hand of $4,330.  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 June 30, 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 six months of 2007 and we do not expect to generate any material revenues during the remainder of the 2007 fiscal year.

13

As of June 30, 2007 we had an accumulated deficit during development stage of $1,142,624 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.

At June 30, 2007 we had total current liabilities of $70,112, compared to $69,116 on December 31, 2006.  This increase in total current liabilities during the second quarter resulted from increases in accounts payable to affiliates.

During the three and six months ended June 30, 2007 we spent nothing in market development, exploration or website development activities the same as in the three and six months ended June 30, 2006.  This is the result of our having very limited financial resources to fund our operations.  We do not anticipate engaging in market development, exploration or website development activities until such time as we are able to raise substantial additional capital.

During the three months and six months ended June 30, 2007 we spent $8,723 and $25,809, respectively for administrative expenses compared to $81,397 and $88,336, respectively during the three and six months ended June 30, 2006. This significant decrease in administrative expense during 2007 is largely attributable to our limited operations as a result of the minimal funds we have available for operations.  We anticipate administrative expenses will remain fairly consistent with what we incurred during the first half of 2007 throughout the remainder of the year.

During the three and six months ended June 30, 2007 we realized net losses of $9,502 and $27,367, respectively compared to net losses of $82,247 and $90,036 during the three and six months ended June 30, 2006.  Again, the decrease in net loss is largely attributable to the reduction in our operating activities as a result of the limited funding we have had available to us during the first half of 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 June 30, 2007.

14

Changes in Internal Control over Financial Reporting

There were no changes in our internal controls over financial reporting during the quarter ended June 30, 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.
 
 
15

 

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.  
       
August 14, 2007    
By:
/s/ John M. Hickey  
    John M. Hickey  
    Principal Executive Officer  
       
 
       
August 14, 2007
By:
/s/ John Ray Rask  
    John Ray Rask  
    Principal Financial Officer  
       
 
 
                                                                           
EX-31.1 2 omega31_1.htm EXHIBIT 31.1 omega31_1.htm
 
 
EXHIBIT 31.1
 
 
CERTIFICATION OF PRINCIPAL EXECUTIVE OFFICER
Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

I, John Hickey, certify that:

I have reviewed this quarterly report on Form 10-QSB of Omega Ventures Group, Inc.

Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of small business issuer as of, and for, the periods presented in this report;

The small business issuer’s other certifying officer(s) 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 small business issuer and have:

(a) Designed such disclosure controls and procedures or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the small business issuer, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

(b) Evaluated the effectiveness of the small business issuers disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures as of the end of the period covered by this report based on such evaluation; and

(c) Disclosed in this report any change in the small business issuer’s internal control over financial reporting that occurred during the small business issuer’s most recent fiscal quarter (the small business issuer’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the small business issuer’s internal controls over financial reporting; and

The small business issuer’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the small business issuer’s auditors and the audit committee of the small business issuer’s board of directors (or persons performing the equivalent functions):


(a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the small business issuer’s ability to record, process, summarize and report financial information; and

(b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the small business issuer’s internal control over financial reporting.
 
       
Date: August 14, 2007
By:
/s/ John Hickey  
    John Hickey  
    Principal Executive Officer  
       


                                                          
EX-31.2 3 omega31_2.htm EXHIBIT 31.2 omega31_2.htm
EXHIBIT 31.2
 
CERTIFICATION OF PRINCIPAL FINANCIAL OFFICER
Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

I, John Rask, certify that:

I have reviewed this quarterly report on Form 10-QSB of Omega Ventures Group, Inc.

Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of small business issuer as of, and for, the periods presented in this report;

The small business issuer’s other certifying officer(s) 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 small business issuer and have:

(a) Designed such disclosure controls and procedures or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the small business issuer, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

(b) Evaluated the effectiveness of the small business issuers disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures as of the end of the period covered by this report based on such evaluation; and

(c) Disclosed in this report any change in the small business issuer’s internal control over financial reporting that occurred during the small business issuer’s most recent fiscal quarter (the small business issuer’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the small business issuer’s internal controls over financial reporting; and

The small business issuer’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the small business issuer’s auditors and the audit committee of the small business issuer’s board of directors (or persons performing the equivalent functions):
 
(a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the small business issuer’s ability to record, process, summarize and report financial information; and

(b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the small business issuer’s internal control over financial reporting.

       
Date: August 14, 2007  
By:
/s/ John Rask  
    John Rask  
    Principal Financial Officer  
       


                                                        
EX-32.1 4 omega32_1.htm EXHIBIT 32.1 omega32_1.htm
EXHIBIT 32.1
 
CERTIFICATION PURSUANT TO
18 U.S.C. SECTION 1350,
AS ADOPTED PURSUANT BY
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002


In connection with the Quarterly Report of Omega Ventures Group, Inc., on Form 10-QSB for the period ending June 30, 2007 as filed with the Securities and Exchange Commission on the date hereof (the "Report"), the undersigned, John Hickey, Principal Executive Officer of the Company, certifies, pursuant to 18 U.S.C. §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: August 14, 2007
By:
/s/ John Hickey  
    John Hickey  
    Principal Executive Officer  
       


 
 


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