-----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, Sh7ma+vrocPIEirnJ0SR+Pg5Gj+7t78nLEwmutS/vBKD94mJR9kPBDk8bu9Yfcp/ iSCWQiuPEPBj3dxjR3JSvQ== 0001140377-07-000210.txt : 20071114 0001140377-07-000210.hdr.sgml : 20071114 20071114155525 ACCESSION NUMBER: 0001140377-07-000210 CONFORMED SUBMISSION TYPE: 10QSB PUBLIC DOCUMENT COUNT: 5 CONFORMED PERIOD OF REPORT: 20070930 FILED AS OF DATE: 20071114 DATE AS OF CHANGE: 20071114 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: 071244583 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 omega0907q.htm FORM 10QSB AT SEPTEMBER 30, 2007 omega0907q.htm
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549
FORM 10-QSB

þ
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934
 
 For the quarterly period ended:  
  September 30, 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)
                                                                                                                               0;                                                                                 
 (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 [  ]
 
 Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).
  Yes [X]  No [  ]

As of November 9, 2007, the Company had 78,489,875 shares of its $.001 par value, common stock outstanding.
 
 Transitional Small Business Disclosure Format:
 Yes [  ] No [X]
 
 



INDEX
     
 Page Number
PART I.       
       
 ITEM 1. Financial Statements (unaudited)   
 
       
 
Consolidated Balance Sheets
as of September 30, 2007 and December 31, 2006
 
3
       
 
Three and Nine Months Ended September 30, 2007 and 2006 
and the Period September 19, 2000 (Date of Inception) to September 30, 2007
 
 4
       
 
Consolidated Statements of Cash Flows 
Nine Months Ended September 30, 2007 and 2006
and the Period September 19, 2000 (Date of Inception) to September 30, 2007
 
 5
       
  Notes to Consolidated Financial Statements  
 6
       
 ITEM 2. Plan of Operations  
 10
       
 ITEM 3. Controls and Procedures  
 13
       
 PART II      
       
 ITEM 6. Exhibits   
 14
       
  Signatures  
 15
       
 
 

 
2


PART I - FINANCIAL INFORMATION
Item 1. Financial Statements

OMEGA VENTURES GROUP, INC. AND SUBSIDIARIES
 
      (Development Stage Company)
 
CONSOLIDATED BALANCE SHEETS
 
September 30, 2007
 
             
   
Sept. 30, 2007
   
Dec. 31, 2006
 
CURRENT ASSETS
           
Cash
  $
-
    $
29,142
 
Total Current Assets
   
-
     
29,142
 
                 
PROPERTY AND EQUIPMENT
               
- net of accumulated depreciation
   
184
     
2,521
 
                 
Other Assets
               
Other Asset - Due from related parties
   
3,300
     
-
 
                 
Total Assets
  $
3,484
    $
31,663
 
                 
LIABILITIES AND STOCKHOLDERS' DEFICIT
               
                 
CURRENT LIABILITIES
               
Accounts payable - affiliates
   
-
     
5,000
 
Accounts payable - related parties
   
10,700
     
2,700
 
Accounts Payable
   
79,543
     
61,416
 
Total Current Liabilities
   
90,243
     
69,116
 
                 
STOCKHOLDERS' DEFICIENCY
               
Common Stock
400,000,000 shares authorized, at $.001 par value; 78,475,140 issued and outstanding
   
78,475
     
78,475
 
Capital in excess of par value
   
999,330
     
999,330
 
Deficit accumulated during the development stage
    (1,164,564 )     (1,115,258 )
Total Stockholders' Deficit
    (86,759 )     (37,453 )
                 
TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT
  $
3,484
    $
31,663
 

         
The accompanying notes are an integral part of these consolidated financial statements.
3

 

OMEGA VENTURES GROUP, INC. AND SUBSIDIARIES
 
(Development Stage Company)
 
 
September 30, 2007
 
                   
     
3 months ended Sept. 30,
   
9 months ended Sept. 30,
   
 Sept 19, 2000
(date of inception)
 
     
2007
   
2006
   
2007
   
2006
   
to Sept. 30, 2007
 
                     
REVENUES
                             
Other non-operating income
  $
-
    $
-
    $
-
    $
-
    $
823
 
                                           
EXPENSES
                                       
Market Development
   
-
     
-
     
-
     
-
     
387,988
 
Exploration
   
-
     
-
     
-
     
-
     
41,584
 
 Development of web site - preliminary project stage
    -       -       -       -       25,000  
Depreciation & amortization
   
779
     
850
     
2,337
     
2,550
     
21,254
 
Administrative
   
21,160
     
38,005
     
46,969
     
126,341
     
649,636
 
                                            
Total operating expenses
   
21,939
     
38,855
     
49,306
     
128,891
     
1,125,462
 
                                         
 NET LOSS  FROM OPERATIONS     (21,939 )     (38,855 )     (49,306 )     (128,891 )     (1,124,639 )
                                            
OTHER INCOME AND EXPENSES                                        
                                            
   Interest Income    
-
     
-
     
-
     
-
     
141
 
   Interest expense    
-
     
-
     
-
     
-
      (18,242 )
   Loss of assets    
-
     
-
     
-
     
-
      (21,824 )
                                            
NET LOSS
  $ (21,939 )   $ (38,855 )   $ (49,306 )   $ (128,891 )   $ (1,164,564 )
                                            
NET LOSS PER COMMON SHARE
                                       
   Basic and dilutive   $ (0.00 )   $ (0.00 )   $ (0.00 )   $ (0.00 )        
                                            
AVERAGE OUTSTANDING SHARES (stated in 1,000's)
                         
                                            
   Basic    
78,475
     
72,102
     
78,475
     
60,722
         
   Diluted    
83,574
     
77,203
     
83,574
     
65,821
         
 
 
The accompanying notes are an integral part of these consolidated financial statements.
4

 
 OMEGA VENTURES GROUP, INC. AND SUBSIDIARIES     
 
      (Development Stage Company)
 
 
      September 30, 2007
 
             
   
9 months ended Sept. 30,
   
Sept. 19, 2000 (date of inception)
 
   
2007
   
2006
   
to Sept. 30, 2007
 
                   
                   
Cash flows from operating activities:
                 
  Net (loss)
  $ (49,306 )   $ (128,891 )   $ (1,164,564 )
 Adjustments to reconcile net loss to cash used in operating
                 
  activities:
                       
     Depreciation
   
2,337
     
2,550
     
21,254
 
     Change in accounts payable
   
18,127
      (9,523 )    
108,500
 
     Issuance of capital stock for web site
   
-
     
-
     
25,000
 
     Issuance of capital stock for services
    -       -      
155,000
 
          Net cash used in operating activities
  $ (28,842 )   $ (135,864 )   $ (854,810 )
                         
Cash flows from investing activities:
                       
     Purchase of web site
  $
-
    $
-
    $ (5,027 )
     Purchase of equipment
   
-
      (2,177 )     (16,411 )
       Net cash provided by investing activities
   
-
      (2,177 )     (21,438 )
                         
Cash flows from financing activities:
                       
     Changes in payables - related parties
  $
3,000
    $ (82,380 )   $
69,623
 
     Changes in accrued rent - Apex
    (3,300 )             (3,300 )
     Net proceeds from issuance of common stock
   
-
     
227,641
     
809,925
 
      Net cash provided by financing activities
  $ (300 )   $
145,261
    $
876,248
 
                         
Net increase (decrease) in cash and cash equivalents
    (29,142 )    
7,220
     
-
 
Cash and cash equivalents, beginning of period
   
29,142
     
25,615
     
-
 
                         
Cash and cash equivalents, end of period
  $
-
    $
32,835
    $
-
 
                         
NON-CASH FLOWS FROM OPERATION 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 consolidated financial statements.
5

 
OMEGA VENTURES GROUP, INC. AND SUBSIDIARIES
(Development Stage Company)
September 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 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 incomes (loss) per share amounts are computed based on the weighted average number of shares 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 anti-dilutive and then only the basic per share amounts are shown in the report.

The dilutive common shares include 5,098,500 shares that may be issued in the future.


6

 
OMEGA VENTURES GROUP, INC.  AND SUBSIDIARIES
(Development Stage Company)
September 30, 2007



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 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 September 30, 2007, the Company and its subsidiaries had a net operating loss available for carry forward of $1,167,864.  The income tax benefit of approximately $350,000 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 provides for capitalizing the purchase price of the project and the additional costs directly related to proving the properties and amortizing these amounts over the life of the reserve when operations begin or a shorter period if the property is shown to have an impairment in value or expensing the remaining balance if it is proven to be of no value.  All other costs are expensed as incurred.

Environmental Requirements

At the  report  date  environmental  requirements  related to the oil and gas leases acquired  are unknown  and  therefore an estimate of  any future  cost cannot be made.

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.

7

 
OMEGA VENTURES GROUP, INC.  AND SUBSIDIARIES
(Development Stage Company)
September 30, 2007



2.  SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - continued

Financial and Concentration Risks

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 inter-company transactions have been eliminated.

Estimates and Assumptions

Management uses estimates and assumptions in preparing financial statements in accordance with generally accepted accounting principles.  Those estimates and assumptions affect the reported amounts of the assets and liabilities, the disclosure of contingent assets and liabilities, and the reported revenues and expenses.  Actual results could vary from the estimates that were assumed in preparing these financial statements.

Office equipment

Office equipment is depreciated over 3 and 7 years using the straight line method.

Cost
  $
16,411
 
Less accumulated depreciation
   
16,227
 
Net
  $
184
 



8


OMEGA VENTURES GROUP, INC.  AND SUBSIDIARIES
(Development Stage Company)
September 30, 2007




3.  SIGNIFICANT TRANSACTIONS WITH RELATED PARTIES

Officers-directors, and Apex Resources, 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 $10,700.

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.  All warrants have expired with out being redeemed as of September 30, 2007.

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.

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.





9



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 small interests in oil and gas prospects and real estate.  Because of limited funds, however, we were 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 has not acquired interests in any oil and gas prospects during the three or nine months ended September 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 nine month periods ended September 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 nine month periods ended September 30, 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, the acquisition of small interests in oil and gas prospects 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.

10

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 as a going concern 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 to fund 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 September 30, 2007 we had no cash or cash equivalents on hand.  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, or we obtain additional loans from related parties, it is unclear how long we may be able to continue operations.

Results of Operations

During the period from inception, September 19, 2000 to September 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 nine months of 2007 and we do not expect to generate any material revenues during the remainder of the 2007 fiscal year.

As of September 30, 2007 we had an accumulated deficit during development stage of $1,164,564 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.

11

At September 30, 2007 we had total current liabilities of $90,243, compared to $69,116 on December 31, 2006.  This increase in total current liabilities during the nine months ended September 30, 2007 resulted from increases in accounts payable to related parties and accounts payable.

During the three and nine months ended September 30, 2007 we spent nothing in market development, exploration or website development activities the same as in the three and nine months ended September 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 nine months ended September 30, 2007 we spent $21,160 and $46,969, respectively for administrative expenses compared to $38,005 and $126,341, respectively during the three and nine months ended September 30, 2006. These decreases in administrative expense during 2007 are 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 throughout the remainder of the 2007 fiscal year.

During the three and nine months ended September 30, 2007 we realized net losses of $21,939 and $49,306, respectively compared to net losses of $38,855 and $128,891 during the three and nine months ended September 30, 2006.  Again, the decrease in net loss is largely attributable to the reduction in our activities as a result of the limited funding we have had available to us during the first nine months of 2007.

Cash Flows

During the nine months ended September 30, 2007 what cash we had was primarily used to fund operating expenses. See below for additional discussion and analysis of cash flow.
 
   
Nine months ended
September 30, 2007
   
Nine months ended
September 30, 2006
 
             
Net cash used in operating activities
  $ (28,842 )   $ (135,864 )
Net cash (used in) investing activities
  $
-
    $ (2,177 )
Net cash provided by (used in) financing activities
  $ (300 )   $
145,261
 
                 
NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS
  $ (29,142 )   $
7,220
 
 
Net cash used in operating activities decreased from $135,864 during the nine months ended September 30, 2006 to $28,842 during the nine months ended September 30, 2007.  This decrease in cash used in operating activities was largely the result the decrease in net loss during 2007 as a result of our limited operations during the nine months ended September 30, 2007.

12

During the nine months ended September 30, 2007 net cash used in investing activities was $0 compared to $2,177 during the nine months ended September 30, 2006.  During 2006 we purchased some equipment.  We had no comparable purchases during 2007.

During the nine months ended September 30, 2007 net cash used in financing activities was $300.  By comparison, during the nine months ended September 30, 2007 net cash provided by financing activities was $145,261, as we raised $228,000 through the sale of our common stock, partially offset by changes in payables to related parties of approximately $82,000.

Summary of Material Contractual Commitments

           We lease office space for $2,200 per month on a month-to-month basis.  We allow a related party to utilize half of the space in exchange for $1,100 a month.

Off-Balance Sheet Financing Arrangements

As of September 30, 2007, we had no off-balance sheet financing arrangements.

Item 3.   Controls and Procedures

Evaluation of Disclosure Controls and Procedures

We maintain disclosure controls and procedures, as such term is defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), that are designed to provide reasonable assurance that information required to be disclosed by us in the reports that we file or submit under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC rules and forms, and that such information is accumulated and communicated to our management, including our principal executive officer and principal financial officer, as appropriate, to allow timely decisions regarding required financial disclosures.  Because of inherent limitations, our disclosure controls and procedures, no matter how well designed and operated, can provide only reasonable, and not absolute, assurance that the objectives of such disclosure controls and procedures are met.

As of the end of the period covered by this Report we conducted an evaluation, under the supervision and with the participation of our management, including our principal executive officer and principal financial officer, of the effectiveness of the design and operation of our disclosure controls and procedures pursuant to Exchange Act Rules 13a-15(b) and 15d-15(b). Based on this evaluation, our principal executive officer and principal financial officer concluded that our disclosure controls and procedures were effective as of September 30, 2007.

Changes in Internal Control over Financial Reporting

There were no changes in our internal control over financial reporting during the quarter ended September 30, 2007 that materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.


13

PART II - OTHER INFORMATION


Exhibits.    The following exhibits are included as part of this report:
 
 
 Exhibit No.
   Exhibit
     
   Certification of Principal Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
     
   Certification of Principal Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
     
   Certification of Princpal Executive Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
     
   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.  
       
Date: November 14, 2007
By:
/s/ John M. Hickey   
    John M. Hickey, Principal Executive Officer  
       
 Date: November 14, 2007  By: /s/  John Ray Rask  
     John Ray Rask, Principal Financial Officer  
       




15


EX-31.1 2 omega31_1.htm EXHIBIT 31.1 omega31_1.htm
 
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 report on Form 10-QSB of Omega Ventures Group, Inc.

2)           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;

3)           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;

4)           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

5)           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: November 14, 2007     By:   John Hickey  
    John Hickey, Principal Executive Officer  
       
                                                                                                                   

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

I, John Rask, certify that:

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

2)           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;

3)           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;

4)            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

5)           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: November 14, 2007      By:    John Rask  
     John Rask, Principal Financial Officer  
       
                                                                                                                

EX-32.1 4 omega32_1.htm EXHIBIT 32.1 omega32_1.htm
 
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 September 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: November 14, 2007  By:  John Hickey  
     John Hickey, Principal Executive Officer  
       
 
      

EX-32.2 5 omega32_2.htm EXHIBIT 32.2 omega32_2.htm


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 September 30, 2007 as filed with the Securities and Exchange Commission on the date hereof (the "Report"), the undersigned, John Rask, Principal Financial 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:  November 14, 2007  By:  John Rask  
     John Rask, Principal Financial Officer  
       

 
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