================================================================================

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                 ---------------

                                   FORM 10-KSB

                                 ---------------

                ANNUAL REPORT PURSUANT TO SECTION 13 OF 15(D) OF
                     THE SECURITIES AND EXCHANGE ACT OF 1934
                      FOR THE YEAR ENDED: DECEMBER 31, 2005

                         COMMISSION FILE NUMBER: 0005468

                                 ---------------

                              OMEGA VENTURES, INC.
             (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)

                                 ---------------


           NEVADA                                           88-0427195
STATE OR OTHER JURISDICTION OF                           (I.R.S. EMPLOYER
INCORPORATION OR ORGANIZATION)                           IDENTIFICATION NO.)


                 9000 SHERIDAN AVENUE, PEMBROKE PINES, FL 33204
           (ADDRESS OF PRINCIPAL EXECUTIVE OFFICES INCLUDING ZIP CODE)


                                 (800) 230-2249
                         (REGISTRANT'S TELEPHONE NUMBER)


SECURITIES REGISTERED PURSUANT TO SECTION 12(B) OF THE ACT:   NONE

SECURITIES REGISTERED PURSUANT TO SECTION 12(G) OF THE ACT:   NONE

INDICATE BY CHECK MARK WHETHER THE REGISTRANT (1) HAS FILED ALL REPORTS REQUIRED
TO BE FILED BY SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 DURING
THE PRECEDING 12 MONTHS (OR SUCH SHORTER PERIOD OF THAT THE REGISTRANT WAS
REQUIRED TO FILE SUCH REPORTS), AND (2) HAS BEEN SUBJECT TO THE FILING
REQUIREMENTS FOR AT LEAST THE PAST 90 DAYS.
                                             YES    [X]                 NO   [ ]

CHECK IF DISCLOSURE OF DELINQUENT FILERS PURSUANT TO ITEM 405 OF REGULATION S-B
IS NOT CONTAINED IN THIS FORM, AND NO DISCLOSURE WILL BE CONTAINED, TO THE BEST
OF REGISTRANT'S KNOWLEDGE, IN DEFINITIVE PROXY OR INFORMATION STATEMENTS
INCORPORATED BY REFERENCE IN PART III OF THIS FORM 10-KSB OR ANY AMENDMENT TO
THIS FORM 10-KSB.
                                             YES    [ ]                  NO  [X]

INDICATE BY CHECK MARK WHETHER THE REGISTRANT IS A SHELL COMPANY (AS DEFINED IN
RULE 12B-2 OF THE EXCHANGE ACT.
                                             YES    [ ]                  NO  [X]

STATE ISSUER' REVENUES FOR ITS MOST RECENT FISCAL YEAR.   NONE.

TRANSITION SMALL BUSINESS DISCLOSURE FORMAT:
                                             YES    [ ]                  NO  [X]

AS OF DECEMBER 31, 2005, THERE WERE 23,566,333 OUTSTANDING SHARES OF COMMON
STOCK, PAR VALUE $0.01. THERE WAS NO MARKET VALUE FOR THESE SHARES.

 DOCUMENTS INCORPORATED BY REFERENCE:   NONE

================================================================================

<PAGE>

                                  GENERAL NOTE

Except where otherwise stated, references in this document to "us," "we," or
"the Company" refer to Omega Ventures, Inc. and its subsidiaries ("Omega"). This
Form 10-KSB contains forward-looking statements within the meaning of the "safe
harbor" provisions under Section 21E of the Securities Exchange Act of 1934, as
amended, and the Private Securities Litigation Reform Act of 1995. We use
forward-looking statements in our description of our plans and objectives for
future operations and assumptions underlying these plans and objectives, as well
as in our expectations, assumptions, estimates and projections about our
business and industry. These forward-looking statements involve risks and
uncertainties. Our actual results could differ materially from those anticipated
in such forward-looking statements as a result of certain factors as more fully
described in this Report.

Forward-looking terminology includes the words "may", "expects", "believes",
"anticipates", "intends", "projects" or similar terms, variations of such terms
or the negative of such terms. These forward-looking statements are based upon
our current expectations and are subject to factors and uncertainties which
could cause actual results to differ materially from those described in such
forward-looking statements. We expressly disclaim any obligation or undertaking
to release publicly any updates or revisions to any forward-looking statements
contained in this Report to reflect any change in our expectations or any
changes in events, conditions or circumstances on which any forward-looking
statement is based.









                                       2


<PAGE>

                                     PART I.

ITEM 1.  DESCRIPTION OF BUSINESS.

         General Organization and History of Prior Operations. Omega Ventures,
Inc. is a Nevada corporation that was formed under the name Los Angeles
International Film and Music Market, Inc. in May of 1999. Our name was changed
to AngelCiti.com Multimedia, Inc. and AngelCiti Entertainment, Inc. and was
subsequently changed to its current name in January of 2003. We began day to day
operations in Hollywood, California on July 12, 1999 as a multi-dimensional
entertainment company that produced and promoted film and music festivals
featuring independent artists and their works, broadcasted the works of
independent film and music artists as well as other content over the Internet,
and offered film and music production assistance to independent film and music
artists. The events of September 11, 2001 forced us to re-evaluate our
operations and revise our business plan.

         Music and Film Festivals. We had originally been engaged as a producer
and promoter of live film and music festivals and provider of streaming media
content over our Internet web site. The content appearing on our web site had
been based on the film and music festivals that we had promoted and produced.
Our live festivals had been predominantly geared towards independent film
producers and musical artists who were not under contract with a record label or
who had demonstrated a material fan support base in their local markets or on
the Internet.


         We produced film festivals in five cities, which consisted of theater
screenings of films not available to the general public through traditional
outlets. Festivals typically included 30-40 films, including shorts,
documentaries and full-length features. We produced music concerts in Los
Angeles, California and in twelve other cities throughout the country. Revenues
from film and music festivals were generated from promotional fees paid by
musical artists and film makers, ticket sales for live events, event
sponsorship, event program advertising and live event advertising sales.

         The events of September 11, 2001 seriously impacted our operations as
the perception of reduced attendance at our live events caused sponsorship of
our events to be dramatically reduced. As a result, we were unable to produce
live events, abandoned our live event operations and developed a new business
strategy. Our principal focus remained in the entertainment industry. Rather
than promoting film and music events, we began operating and managing online
gaming websites.

         On Line Gaming Operations. We formed a wholly-owned subsidiary,
Worldwide Management. SA, a Costa Rica corporation ("Worldwide"), to sublicense
online casino software and administer online casino websites. Actual online
casino related operations began May 2, 2002.

         On November 7, 2002, we entered into a Share Exchange Agreement with
IChance International, Inc. ("IChance") to sell our wholly owned gaming
subsidiary, Worldwide, for 21 million shares of IChance common stock, or
approximately 88% of the outstanding common shares of IChance. The Share
Exchange Agreement with IChance (the "IChance Agreement") closed on January 20,
2003. At that time, we owned approximately 88% of IChance, changed our name from
AngelCiti Entertainment, Inc. to Omega Ventures, Inc., and IChance changed its
name to AngelCiti Entertainment, Inc. ("AngelCiti"). As of December 31, 2003, we
owned 11,320,000, or approximately 5.28%, of the outstanding common shares, and
100% of the outstanding Series A preferred shares of AngelCiti. By virtue of our
ownership interest in these shares, we exercised voting control of AngelCiti and
AngelCiti's operations had been presented as those of our subsidiary.

                                       3

<PAGE>

         As of April 15, 2004, we sold to George Gutierrez and Dean Ward,
executive officers of AngelCiti, a total of 14,000 AngelCiti Series A Preferred
shares for aggregate consideration of $200,000 and the surrender of a total of
1,000,000 of our common shares that had been held by affiliates of Messrs.
Gutierrez and Ward. As of said date, AngelCiti issued to Messrs. Gutierrez and
Ward an additional 6,000 of its Series A Preferred shares in consideration for
past services rendered. The combined transactions provided Messrs. Gutierrez and
Ward with voting control of AngelCiti. As of that date, we maintained a small
common stock equity position in AngelCiti and have since begun to sell these
shares in the open market. As of April 15, 2004, AngelCiti was no longer our
majority controlled subsidiary or controlled by us. Its operations were
consolidated with ours up through that date.

         As of the date of this Report, we have no material operations and are
seeking one or more acquisitions or a merger, combination or consolidation with
one or more suitable candidates. We intend to effect an acquisition of or merger
or other business combination with one or more operating companies by using a
combination of our common stock, cash on hand, or other funding sources that we
reasonably believe to be available. As of the date of this Report, we have not
identified any such candidate. Nor can we give any assurance that we will do so,
or successfully close such a transaction once a suitable candidate is
identified. Until we do so, we are taking advantage of contacts that we have
developed and offer consulting services to businesses engaged in on-line gaming
or related activities. We currently have no consulting clientele.

         Until we can develop our consulting business, we do not expect to
generate operating revenue or income, until such time as we effect a business
combination with an operating company. We will, however, realize gains or losses
upon the disposition of our portfolio of available for sale and other
securities. In the event we do consummate a merger or an acquisition of an
operating company, there can be no assurance that the combined entity will
operate profitably.


CURRENT HOLDINGS

         Given the recent surge in the worldwide popularity of poker, AngelCiti
spun off its poker-related operations into Midas Entertainment, Inc. ("Midas"),
a publicly traded company whose shares are traded on the over-the-counter pink
sheets. Midas sub-licenses on-line poker software and administers on-line poker
websites. As a result of the spin-off, we received 24,216 shares of Midas common
stock and have since acquired an additional 1,800,000 shares of the same for an
investment of $60,000 and an additional 200,000 upon receipt of a share dividend
from a company in which we hold a minority interest. As of December 31, 2005, we
own 40,221,020 post split common shares of Midas, which reflect a 20:1 forward
split which was effected in September, 2005.

         As of December 31, 2005, we owned 70,739 shares of AngelCiti common
stock.

         As of December 31, 2005, we owned 6,600 common shares of Excelsior
Biotechnology, Inc. 1,800 common shares of Regaltech, Inc. and 98 shares of
Nanoforce, Inc. The trading markets for these shares are highly illiquid. No
assurance is given that trading markets for these shares will develop or that we
will be able to liquidate our holdings in these securities.

         In September of 2000, we acquired 50,000 shares of Communications
Research, Inc. ("CRI"), a company controlled by Carl Ceragno, a former director.
CRI is currently a publicly traded company and its common shares are traded on
the over-the-counter bulletin board under the trading symbol of "CRHI". As of
the date of this Report, we own 50,000 CRI common shares.


COMPETITION

         It is likely that any business that we acquire or merge with will be
subject to significant competition. It is anticipated that many competitors will
have financial resources far greater than ours and will have greater leverage in
attracting product and/or management and other personnel. The level of
competition that we will face will also depend upon the existence or
non-existence of significant barriers to entry into those businesses that we
acquire or merge with.


EMPLOYEES

         As of the date of this Report, our president, Lawrence Hartman, is our
sole employee. We believe that we have a sound relationship with our employee.
None of our employees or independent contractors are represented by a collective
bargaining agreement.

                                       4

<PAGE>

ITEM 2.  DESCRIPTION OF PROPERTY

         Since January 20, 2003 our registered office has been located at 9000
Sheridan Street, Suite 7, Pembroke Pines, Florida, where we maintain an office
presence. Our Florida office presence lease bears a monthly commitment of $159
and continues on a month-to-month basis.


ITEM 3.  LEGAL PROCEEDINGS

         NONE


ITEM 4.  SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

         None











                                       5

<PAGE>

                                     PART II

ITEM 5.  MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS

Trading Market
--------------

         There is no public trading market for our common stock, nor can we be
certain that a trading market for our securities will ever develop.

Holders
-------

         As of December 31, 2005, there were 307 shareholders of our common
stock.

Dividends
---------

         We have not paid any dividends since our inception and presently
anticipate that all earnings, if any, will be retained for acquisition and/or
development of one or more new businesses, and that no dividends on the shares
of common stock will be declared in the foreseeable future.

Recent Sales of Unregistered Securities
---------------------------------------

         We have not sold any of our securities during the year ending December
31, 2005


ITEM 6   MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATIONS

         The following discussion with regard to our financial condition and
operating results should be read in conjunction with our financial statements
and attached footnotes that are included elsewhere in this Report. Except for
the historical information contained in this Report, the discussion contained in
this Report contains certain forward-looking statements within the meaning of
the Private Securities Litigation Reform Act of 1995. These statements are based
on our current plans and expectations and involve risks and uncertainties that
could cause actual future activities and results of operations to be materially
different from those set forth in the forward-looking statements. These
statements may be identified by the use of forward-looking terminology such as
"believes", "expects", "may", "will", "should" or "anticipates" or the negative
of these words or similar expressions or by discussions of strategy. Our actual
results could differ materially from those discussed in this Report. Important
factors that could cause actual results to differ include, among other things,
our inability to consummate an acquisition of an operating business on terms
favorable to us or, in the event we do consummate the transaction contemplated,
our inability to successfully manage and operate the combined business.

PLAN OF OPERATION

         We no longer produce live film and music events. As of April 15, 2004,
we sold to George Gutierrez and Dean Ward, executive officers of AngelCiti
Entertainment, Inc., our former majority controlled subsidiary ("AngelCiti"), a
total of 14,000 AngelCiti Series A Preferred shares for aggregate consideration
of $200,000 and the surrender of a total of 1,000,000 of our common shares that
had been held by affiliates of Messrs. Gutierrez and Ward. As of said date,
AngelCiti issued to Messrs. Gutierrez and Ward an additional 6,000 of its Series
A Preferred shares in consideration for past services rendered. The combined
transactions provided Messrs. Gutierrez and Ward with voting control of
AngelCiti. As of that date, we maintained a small common stock equity position
in AngelCiti and have since begun to sell these shares in the open market. As of
April 15, 2004, AngelCiti was no longer our majority-controlled subsidiary or
controlled by us. Its operations were consolidated with ours up through April
15, 2004 and are no longer consolidated beyond said date. We also maintain an
equity position in Midas. We have sold some of these holdings and intend to
continue to do so as market conditions warrant.

                                       6
<PAGE>

         We intend to devote substantially all of our time identifying a merger
or acquisition candidate and consummating a merger or acquisition transaction
thereafter. In the event we identify an acceptable merger or acquisition
candidate, we intend to effect the transaction utilizing any combination of our
common stock, cash on hand, or marketable securities, or other funding sources
available to us. Until we identify a suitable merger or acquisition candidate,
we intend to offer consulting services to businesses engaged in or otherwise
servicing the on-line gaming industry.


FINANCIAL RESULTS FOR THE YEAR ENDED DECEMBER 31, 2005

         We recorded no operating income during the years ending December 31,
2005 and December 31, 2004, but recorded $397,806 of net income for the year
ending December 31, 2005 and $1,824,157 of net income for the year ending
December 31, 2004. Net income for the year ending December 31, 2005 included net
gains on the sale of securities of $564,380. Net income for the year ending
December 31, 2004 included one-time gains from discontinued operations of
$1,457,808, one time gains from the sale of our preferred stock and gains of
$141,139 from the sale of securities. While the sale of our AngelCiti preferred
shares and gain from discontinued operations are non-recurring events, we intend
to sell additional AngelCiti and Midas common shares in the future as market
conditions permit.

         As of the date of this Report, we have no operations and are seeking a
merger, combination or consolidation with a suitable candidate. As of the date
of this Report, we have not identified any such candidate. We do not expect to
generate operating revenue or income until such time as we effect a business
combination with an operating company. However, in the event we do consummate a
merger or an acquisition of an operating company, there can be no assurance that
the combined entity will operate profitably.

LIQUIDITY AND CAPITAL RESOURCES

         As of December 31, 2005, we had cash of $33,427, marketable securities
of $30,187, non-marketable securities valued at $69,519, notes receivable of
$575,000, liabilities of $27,522 and working capital of $41,092.

         We intend to sell additional marketable securities in the future as
market conditions permit and as otherwise allowed by law. We anticipate that the
primary use of our working capital will include general and administrative
expenses and costs associated with the identification of a merger or acquisition
candidate and consummation of a merger or acquisition transaction. We believe
that our cash and marketable securities will be sufficient to satisfy or cash
expenses for at least the next twelve months.

         In December 2005, we loaned an aggregate of $575,000 to Comercial LT
Baroda, an entity under the control of George Gutierrez. Mr. Gutierrez is a
control person of Kailuamana Corp., SA, which owns approximately 10.61% of our
issued and outstanding common shares. The notes evidencing the loan are
unsecured, bear interest at the rate of 5% per annum, provide for monthly
interest only payments, and must be repaid in full by December 31, 2007.

FUTURE EXPENDITURES

         Our future capital expenditures will depend upon our ability to
generate revenues or additional investment capital if our revenues are not
sufficient. If, and to the extent that we are successful in generating
sufficient net revenues or raising investment capital, our future expenditures
will be applied towards salaries for additional administrative and executive
employees, software upgrades, marketing and advertising expenses and for general
working capital purposes.


                                       7
<PAGE>

RECENT ACCOUNTING PRONOUNCEMENTS

         Statement No. 144 "Accounting for the Impairment or Disposal of
Long-Lived Assets" supercedes Statement No. 121 "Accounting for the Impairment
of Long-Lived Assets and for Long-Lived Assets to be Disposed of" ("SFAS 121").
Though it retains the basic requirements of SFAS 121 regarding when and how to
measure an impairment loss, SFAS 144 provides additional implementation
guidance. SFAS 144 excludes goodwill and intangibles not being amortized among
other exclusions. SFAS 144 also supercedes the provisions of APB 30, "Reporting
the Results of Operations," pertaining to discontinued operations. Separate
reporting of a discontinued operation is still required, but SFAS 144 expands
the presentation to include a component of an entity, rather than strictly a
business segment as defined in SFAS 131, "Disclosures about Segments of an
Enterprise and Related Information." SFAS 144 also eliminates the current
exemption to consolidation when control over a subsidiary is likely to be
temporary. This statement is effective for all fiscal years beginning after
December 15, 2001. The adoption of SFAS 144 had a material effect on the
Company's financial position, results of operations and liquidity due to the
Company reporting discontinued operations for the year ended December 31, 2004.

         In November 2004, the Financial Accounting Standards Board (FASB)
issued SFAS 151 "Inventory Costs". This Statement amends the guidance in ARB No.
43, Chapter 4, "Inventory Pricing, to clarify the accounting for abnormal
amounts of idle facility expense, freight, handling costs, and wasted material
(spoilage). In addition, this Statement requires that allocation of fixed
production overhead to the costs of conversion be based on the normal capacity
of the production facilities. The provisions of this Statement will be effective
for the Company beginning with its fiscal year ending 2006. The Company is
currently evaluating the impact this new Standard will have on its operations,
but believes that it will not have a material impact on the Company's financial
position, results of operations or cash flows.

         In December 2004, the FASB issued SFAS 153 "Exchanges of Non monetary
Assets - an amendment of APB Opinion No. 29. This Statement amended APB Opinion
29 to eliminate the exception for non-monetary exchanges of similar productive
assets and replaces it with a general exception for exchanges of non-monetary
assets that do not have commercial substance. A non-monetary exchange has
commercial substance if the future cash flows of the entity are expected to
change significantly as a result of the exchange. The adoption of this Standard
is not expected to have any material impact on the Company's financial position,
results of operations or cash flows.

         In December 2004, the FASB issued SFAS 123 (revised 2004) "Share-Based
Payment". This Statement requires that the cost resulting from all share-based
transactions be recorded in the financial statements. The Statement establishes
fair value as the measurement objective in accounting for share-based payment
arrangements and requires all entities to apply a fair-value-based measurement
in accounting for share-based payment transactions with employees. The Statement
also establishes fair value as the measurement objective for transactions in
which an entity acquires goods or services from non-employees in share-based
payment transactions. The Statement replaces SFAS 123 "Accounting for
Stock-Based Compensation" and supersedes APB Opinion No. 25 "Accounting for
Stock Issued to Employees". The provisions of this Statement will be effective
for the Company beginning with its fiscal year starting January 1, 2006. The
Company is currently evaluating the impact this new Standard will have on its
financial position, results of operations or cash flows.

                                       8
<PAGE>

CRITICAL ACCOUNTING POLICIES

         The preparation of financial statements in conformity with accounting
principles generally accepted in the United States requires management to make
estimates and assumption that have a significant impact on the results we report
in our financial statements. Some of our accounting policies require us to make
difficult and subjective judgments, often as a result of the need to make
estimates of matters that are inherently uncertain. Actual results may differ
from these estimates under different assumptions or conditions.

         Valuation of Non-cash Capital Stock Issuances. We value our stock
transactions based upon the fair value of the equity instruments used in the
particular transaction. Various methods can be used to determine the fair value
of the equity instrument. We may use the fair value, the quoted market price or
the contemporaneous cash sale price of the stock based consideration. Each of
these methods may produce a different result. We use the method that most
appropriately reflects the value of the transaction to us. If a difference
method was used it could impact the expense, deferred stock and equity stock
accounts.

         Income Taxes. We continue to record a valuation allowance for the full
amount of deferred income taxes, which would otherwise be recorded for tax
benefits related to operating loss carryforwards, as realization of such
deferred tax assets cannot be determined to be more likely than not likely.

         Valuation of Investment in Non-Marketable Securities. We have
determined our investment in Midas' common shares to be non-marketable and have
accounted for the same at cost pursuant to APB No. 18, "The Equity Method of
Accounting for Investments in Common Stock" ("APB 18"). While there is a trading
market for these shares, the trading market is quite thin and we may never be
able to liquidate all or a portion of these shares at suitable prices or at any
price. Our ability or inability to liquidate these shares could impact our
investment in non-marketable securities-related party-at cost account.

OFF BALANCE SHEET ARRANGEMENTS

         We have no off-balance sheet arrangements.


ITEM 7.  FINANCIAL STATEMENTS AND SUPPLEMENTAL DATA.

         Our financial statements appear on pages F-2 to F-18


ITEM 8.  CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
         FINANCIAL DISCLOSURE.

         NONE


                                       9
<PAGE>

ITEM 8A. CONTROLS AND PROCEDURES

We maintain disclosure controls and procedures designed to ensure that
information required to be disclosed in reports filed under the Securities
Exchange Act of 1934, as amended, is recorded, processed, summarized and
reported within the specified time periods. As of the end of the period covered
by this Report, our Chief Executive Officer/Chief Financial Officer evaluated
the effectiveness of our disclosure controls and procedures and internal control
over financial reporting. Based on the evaluation, which disclosed no
significant deficiencies or material weaknesses, our Chief Executive
Officer/Chief Financial Officer concluded that our disclosure controls and
procedures and internal controls over financial reporting are effective and have
been designed and are being operated in a manner that provides reasonable
assurance that the information required to be disclosed by us in reports filed
under the Securities Exchange Act of 1934, as amended, is recorded, processed,
summarized and reported within the time periods specified in the SEC's rules and
forms. A system of controls, no matter how well designed and operated, cannot
provide absolute assurance that the objectives of the systems of controls are
met, and no evaluation of controls can provide absolute assurance that all
control issues and instances of fraud, if any, within a company have been
detected. Except as set forth below, there were no changes in our disclosure
controls and procedures or internal control over financial reporting that
occurred during the quarter covered by this Report that have materially
affected, or are reasonably likely to materially affect, our internal control
over financial reporting.








                                       10
<PAGE>

                                    PART III

ITEM 9   DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS;
         COMPLIANCE WITH SECTION 16(a) OF THE EXCHANGE ACT.


DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSON

         The following table sets forth the ages and positions held by our
executive officers, directors and control persons:

NAME                       AGE              POSITIONS HELD
--------------------------------------------------------------------------------
Larry S. Hartman(1)        40               Director, Chief Executive Officer,
                                            President,  Treasurer (CFO) and
                                            Secretary of Omega

------------
(1)  The directors named above serve until the next annual meeting of our
     shareholders to be held within six months of the close of our fiscal year
     or until their successors have been elected and have accepted their
     positions. Directors are elected for one-year terms.

         Lawrence S. Hartman. Lawrence S. Hartman has served as our Chief
Executive Officer, Chairman of the Board of Directors and Secretary since May
14, 1999. Mr. Hartman expanded his duties to serve as our president, treasurer
and chief financial officer as well, since December 1, 2001. Mr. Hartman's daily
activities include supervising development of online casino activities, meeting
and speaking with potential business affiliates, working with our legal counsel,
accountants, and auditors, and general corporate administration. Mr. Hartman

                                       11
<PAGE>

currently devotes approximately 30 hours per week towards our operations. From
1999 through 2005, Mr. Hartman has served as a director and Vice
President-Corporate Counsel of Communications Research, Inc., a New Jersey based
systems integration and video conferencing design company ("CRI"). Mr. Hartman
provided his time to CRI on an "as needed" basis, which has historically
represented approximately 5% of his time. Mr. Hartman devotes the remainder of
his time offering consulting services to development stage companies and serves
as a director for Vocalscape, Inc., a publicly traded Canadian company that
offers telephone services using broadband internet connections ("Vocalscape").
Mr. Hartman has served as a director of Vocalscape since March of 2004.

         Mr. Hartman earned a Bachelor of Arts degree from Albany University in
May of 1987. He earned his Juris Doctor degree from Columbia Law School in May
of 1990. Mr. Hartman is currently licensed to practice law in the State of New
York.

SECTION 16 (A) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE

         The Company is not subject to the provisions of Section 16(a) of the
Securities Exchange Act of 1934, as amended (the "Exchange Act").

AUDIT COMMITTEE FINANCIAL EXPERT

         Given our limited operations and resources, and the limited size of our
management team, we do not have an audit committee or an audit committee
financial expert. At such time as our respective operations and management
structure permit, we intend to establish an audit committee of independent
directors and designate an audit committee financial expert to serve thereon.
However, we cannot be certain that we will ever have the operations or
management structure required to do so.

CODE OF ETHICS

         As of February 8, 2005, we have adopted a code of ethics applicable to
our chief executive officer, chief financial officer, principal accounting
officer or controller, or persons performing similar functions. Our Code of
Ethics has been filed as an Exhibit to a Form 8-K that we filed with the
Securities and Exchange Commission on February 11, 2005. We will provide to any
person, without charge, a copy of our Code of Ethics then in effect, upon
written request to us in writing at out corporate address.

INDEMNIFICATION AND LIMITS OF LIABILITY

         Our Articles of Incorporation and Bylaws, as amended, provide for the
indemnification of our officers, directors and agents to the fullest extent
allowed by Nevada law. However, no such indemnification is permitted if it would
be contrary to applicable law, as a matter of public policy or if contrary to
federal or state securities laws.

                                       12
<PAGE>

ITEM 10. EXECUTIVE COMPENSATION.

         We paid an annual salary of $52,800 to Mr. Hartman as well as a
non-accountable expense allowance to reimburse his reasonable out-of-pocket
expenses incurred on our behalf, up through January 20, 2003. Mr. Hartman had
not been employed pursuant to the terms of an employment agreement and has been
free to compete with us once his employment with us was terminated. As of
January 20, 2003, Mr. Hartman receives no compensation from us of any kind other
than the reimbursement of his expenses associated with his attendance of board
of director's meetings. We do not currently have any employee incentive stock
option plan.

         The following table sets forth the compensation of our sole officer for
the last three (3) fiscal years:

<TABLE>
<CAPTION>
NAME AND                                ANNUAL COMPENSATION                     LONG TERM COMPENSATION
PRINCIPAL POSITION         YEAR      SALARY(1)       BONUS   OTHER(2)          STOCK      SAR's     LTIP
------------------         ----      ---------       -----  ----------        -------     -----     -----
<S>                        <C>      <C>              <C>    <C>               <C>         <C>       <C>
Lawrence S. Hartman
CEO, CFO and secretary     2003     $       -0-      $0.00  $55,000.00        $  0.00     $0.00     $0.00
of Omega                   2004     $       -0-      $0.00  $60,000.00        $  0.00     $0.00     $0.00
                           2005     $       -0-      $0.00  $      .00        $  0.00     $0.00     $0.00
</TABLE>

------------
(1)  At December 31, 2001, amounts due Mr. Hartman for deferred compensation
     were $36,260, all of which had subsequently been forgiven. No salary was
     deferred during 2002. (2) Does not include loans made to Mr. Hartman or a
     non-accountable expense allowance payable to Mr. Hartman. The
     non-accountable expense allowance serves as reimbursement of personal funds
     expended for business purposes. Mr. Hartman's other compensation for 2003,
     2004 and 2005 was paid by AngelCiti, a company controlled by Mr. George
     Gutierrez, who owns approximately 10.6% of our common shares through an
     entity that he controls.

TERMS OF OFFICE

         Our directors hold office until the next annual meeting of our
stockholders or until their successors are elected and duly qualified. All
officers serve at the discretion of the directors.

DIRECTOR'S COMPENSATION

         No compensation has been paid to inside directors for service in such
capacity in the past. However, each independent director had received of stock
upon appointment to the board, received annual compensation in the form of
additional shares (up through April 2003), and was entitled to reimbursement for
reasonable expenses incurred in connection with attendance at Board and
committee meetings. Notwithstanding the foregoing, we did not issue outside
directors any shares as compensation during 2004 or 2005. At such time as the
Board of Directors deems appropriate, we intend to adopt an appropriate policy
to compensate non-employee directors, in order to attract and retain the
services of qualified non-employee directors.

                                       13
<PAGE>

ITEM 11. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

         As of December 31, 2005, we had 23,566,333 common shares issued and
outstanding. The following table sets forth the ownership, as of December 31,
2005, of our common stock by each person known by us to be the beneficial owner
of more than 5% of our outstanding common stock, our officers and directors, and
all of our executive officers and our directors as a group. All persons named
have sole voting and investment power with respect to such shares, subject to
community property laws, and except as otherwise noted.

                                                                   PERCENTAGE OF
TITLE OF                                               NO. OF       OUTSTANDING
CLASS              NAME & ADDRESS                      SHARES          SHARES
--------           --------------                    -----------   -------------
Common stock       Lawrence S. Hartman               9,040,000(1)      38.36%
                   9000 Sheridan Avenue
                   Suite 7
                   Pembroke Pines, FL 33204

Common stock       Carl R. Ceragno                     240,000          1.00%
                   67 Ramapo Valley Road
                   Mahwah, NJ 07430

Common stock       Wye & Walsay Ltd.                 2,000,000(2)       8.49%
                   Oficentro La Sabana
                   Edificio #6, Piso #7
                   San Jose, Costa Rica

Common stock       Kailuamana Corp., SA              2,500,000(2)      10.61%
                   Oficentro La Sabana
                   Edificio #6, Piso #7
                   San Jose, Costa Rica

Common Stock       Arnie Malenenko                   2,800,000         11.88%
                   2400 East Los Olas Blvd., #388
                   Ft. Lauderdale, FL 33301
------------------------------------------------------------------------------
All Officers and Directors as a Group
(2 Individuals)                                       9,280,000(1)     39.38%

------------
(1)  Excludes options issued to Mr. Hartman to purchase up to 4,000,000 shares
     of our common shares at a price of $1.00 per share.
(2)  Wye & Walsay, Ltd. ("W&W") is controlled by Dean Ward who was an executive
     officer and director of AngelCiti up through February 27, 2006. Kailuamana
     Corp., SA ("Kailuamana") is controlled by George Gutierrez, an executive
     officer and director of AngelCiti.

                                       14
<PAGE>

CHANGES IN CONTROL

         There are currently no arrangements which would result in a change in
control of our management.


ITEM 12  CERTAIN RELATIONSHIPS AND RELATED TRANSACTION.

         In September of 2004, AngelCiti distributed a portion of the Midas
shares that it owned to its shareholders as a dividend. As a result of this
distribution, we received 24,216 shares of Midas common stock. Both Midas and
AngelCiti are controlled by George Gutierrez and Dean Ward. Messrs. Gutierrez
and Ward are the principal owners of Kailuamana and W&W, respectively.

         In September of 2004, we acquired an additional 1,800,000 shares of
Midas common stock for cash consideration of $60,000, Midas is controlled by
George Gutierrez and Dean Ward, who are the principal owners of Kailuamana and
W&W, respectively.

         In December 2005, we loaned an aggregate of $575,000 to Comercial LT
Baroda, an entity under the control of George Gutierrez. Mr. Gutierrez is a
control person of Kailuamana Corp., SA, which owns approximately 10.61% of our
issued and outstanding common shares. The loans are evidenced by two promissory
notes in the principal amount of $350,000 and $225,000. The notes are unsecured,
bear interest at the rate of 5% per annum, provide for monthly interest only
payments, and must be repaid in full by December 31, 2007.

ITEM 13. EXHIBITS AND REPORTS ON FORM 8-K; SUPPLEMENTAL INFORMATION

         (a) The following exhibits and financial statement schedules are filed
as exhibits to this Report:

             1.   Financial Statements of the Registrant are included under
                  Item 7 hereof.

             2.   Financial Statement Schedules - None

             3.   Exhibits:


Exhibit No.   Description
-----------   ------------------------------------------------------------------
   2.1        Share Exchange Agreement with IChance International, Inc.**

   3.1        Articles of Incorporation, as amended*

   3.2        Bylaws, as amended*

  14.1        Code of Ethics****

  16.1        Letter on Change in Certifying Accountant***

  23.1        Consent of Farber & Klein (included in the opinion of Farber &
              Klein)*

  31.1        Rule 13a-14(a)/15d-14(a) Certification of Lawrence Hartman

  32.1        Certification Pursuant to 18 U.S.C Section 1350 as adopted
              pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

------------
*    Included in Amendment No. 1 to Registration Statement bearing file number
     333-54468 filed on January 26, 2001
**   Included in Form 8-K filed on November 18, 2002
***  Included in Form 8-K filed on August 13, 2002.
**** Included in Form 8-K filed on February 11, 2005


                                       15
<PAGE>

         (b) Reports on Form 8-K

             Incorporated by reference.

             8-K filed on February 11, 2005

         (c) Supplemental Information

             The Company does not distribute proxy statements or annual reports
             to its shareholders.


ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES.

         Audit Fees. We were billed for and paid our current auditors, Salberg &
Company $34,000 for professional services rendered by said auditor for the audit
of our annual financial statements and review of the financial statements
included in our Forms 10-QSB for the 2005 calendar year. We were billed for and
paid our current auditors, Salberg & Company $30,046 for professional services
rendered by said auditor for the audit of our annual financial statements and
review of financial statements included in our Forms 10-QSB for the 2004
calendar year.

         Audit-Related Fees. We did not pay our auditors and were not billed for
any fees in connection with assurance and related services regarding performance
of the audit or review of our financial statements for the 2005 and 2004
calendar year, respectively.

         Tax Fees. We did not pay our auditors and were not billed for any fees
in connection with tax compliance, tax advice or tax planning during the
calendar years ending December 31, 2005 and December 31, 2004.

         All Other Fees. We did not pay our auditors and were not billed for any
fees other than those described above with respect to the calendar years ending
December 31, 2005 and December 31, 2004

         Audit Committee Pre-Approval Polices. We do not have an audit
committee. As such, we have no audit committee pre-approval policies and
procedures.







                                       16
<PAGE>

                                   SIGNATURES

              Pursuant to the requirements of Section 13 or 15(d) of the
Securities Exchange Act of 1934, the Registrant has duly caused this report to
be signed on its behalf by the undersigned, thereunto duly authorized.



                                   OMEGA VENTURES, INC.

Dated: July 17, 2006

                                   By: /s/ Lawrence Hartman
                                       -----------------------------------------
                                       Lawrence Hartman, Chief Executive Officer


         Pursuant to the requirements of the Securities Exchange Act of 1934,
this Report has been signed by the following persons in the capacities and on
the dates indicated.

         Signature             Title                                  Date
         ---------             -----                                  ----
/s/ Lawrence Hartman           Director, Chief Executive          July 17, 2006
------------------------       Officer and Chief Financial
Lawrence Hartman               Officer











                                       17
<PAGE>








                              Omega Ventures, Inc.

                              Financial Statements

                                December 31, 2005






<PAGE>




                              Omega Ventures, Inc.

                                    Contents

                                                                    Page(s)
                                                                    -------
 Report of Independent Registered Public Accounting Firm             F-1

 Balance Sheet                                                       F-2

 Statements of Operations                                            F-3

 Statement of Changes in Stockholders' Equity                        F-4

 Statements of Cash Flows                                            F-5

 Notes to  Financial Statements                                      F-6-17





<PAGE>

             Report of Independent Registered Public Accounting Firm


To the Board of Directors and Shareholders' of:
    Omega Ventures, Inc.

         We have audited the accompanying balance sheet of Omega Ventures, Inc.
as of December 31, 2005 and the related statements of operations, changes in
stockholders' equity and cash flows for the years ended December 31, 2005 and
2004. These financial statements are the responsibility of the Company's
management. Our responsibility is to express an opinion on these financial
statements based on our audits.

         We conducted our audits in accordance with the standards of the Public
Company Accounting Oversight Board (United States). Those standards require that
we plan and perform the audits to obtain reasonable assurance about whether the
financial statements are free of material misstatement. An audit includes
examining, on a test basis, evidence supporting the amounts and disclosures in
the financial statements. An audit also includes assessing the accounting
principles used and significant estimates made by management, as well as
evaluating the overall financial statement presentation. We believe that our
audits provide a reasonable basis for our opinion.

         In our opinion, the financial statements referred to above present
fairly in all material respects, the financial position of Omega Ventures, Inc.
as of December 31, 2005, and the results of its operations, changes in
stockholders' equity and cash flows for the years ended December 31, 2005 and
2004, in conformity with accounting principles generally accepted in the United
States of America.





SALBERG & COMPANY, P.A.
Boca Raton, Florida
July 11, 2006


                                      F-1

<PAGE>

                              OMEGA VENTURES, INC.
                                 BALANCE SHEET
                               DECEMBER 31, 2005

<TABLE>
<CAPTION>
                                     ASSETS
                                     ------
<S>                                                                            <C>
CURRENT ASSETS
  Cash                                                                         $    33,427
  Loans receivable - related party                                                   5,000
  Investment in marketable securities - available for sale                          22,406
  Investment in marketable securities - available for sale - related party           7,781
                                                                               -----------
TOTAL CURRENT ASSETS                                                                68,614
                                                                               -----------

Other Assets
  Investment non marketable securities at cost                                      69,519
  Note receivable - related party                                                  575,000
                                                                               -----------
TOTAL OTHER ASSETS                                                                 644,519

TOTAL ASSETS                                                                   $   713,133
                                                                               ===========



                      LIABILITIES AND STOCKHOLDERS' EQUITY
                      ------------------------------------

CURRENT LIABILITIES
  Accounts payable                                                             $    19,369
  Accounts payable - related party                                                   8,153
                                                                               -----------
TOTAL CURRENT LIABILITIES                                                           27,522
                                                                               -----------

STOCKHOLDERS' EQUITY
  Common stock, $0.01 par value, 60,000,000 shares authorized
      23,566,333 shares issued and outstanding                                     235,663
  Additional paid-in capital                                                     2,498,783
  Accumulated deficit                                                           (2,025,893)
  Accumulated other comprehensive income (loss)                                    (22,942)
                                                                               -----------
TOTAL STOCKHOLDERS' EQUITY                                                         685,611
                                                                               -----------

TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY                                     $   713,133
                                                                               ===========
</TABLE>


                See accompanying notes to financial statements.

                                      F-2

<PAGE>

                           OMEGA VENTURES, INC.
                         STATEMENTS OF OPERATIONS

<TABLE>
<CAPTION>
                                                                        Year ended December 31,
                                                                        2005              2004
                                                                    ------------      ------------
<S>                                                                 <C>               <C>
OPERATING EXPENSES
Legal and professional fees                                         $     32,299      $     23,251
General and administrative                                               134,388            12,570
                                                                    ------------      ------------
TOTAL OPERATING EXPENSES                                                 166,687            35,821
                                                                    ------------      ------------

LOSS FROM OPERATIONS                                                    (166,687)          (35,821)
                                                                    ------------      ------------

OTHER INCOME (EXPENSE)
Gain on sale of preferred stock                                               --           250,000
Gain on sale of available for sale marketable securities                 333,778            89,483
Loss on sale of available for sale marketable securities                    (736)               --
Gain on sale of non marketable securities                                231,338            51,656
Interest income                                                            3,113            11,031
Interest expense                                                          (3,000)               --
                                                                    ------------      ------------
TOTAL OTHER INCOME                                                       564,493           402,170
                                                                    ------------      ------------

Net Income from Continuing Operations                               $    397,806      $    366,349
                                                                    ============      ============

DISCONTINUED OPERATIONS
  Income (Loss) from operations of discontinued component
  (including gain on disposal of $1,518,789 in 2004)                          --         1,457,808
                                                                    ------------      ------------
INCOME ON DISCONTINUED OPERATIONS                                             --         1,457,808
                                                                    ------------      ------------

Net Income                                                          $    397,806      $  1,824,157
                                                                    ============      ============

Net Income Per Share - Basic and Diluted

Income from continuing operations                                   $       0.02      $       0.02
Income from discontinued operations                                 $         --      $       0.06
                                                                    ------------      ------------

Net Income Per Share - Basic and Diluted                            $       0.02      $       0.08
                                                                    ============      ============

WEIGHTED AVERAGE NUMBER OF SHARES OUTSTANDING
        during the year - basic and diluted                           23,566,333        23,855,950
                                                                    ============      ============
</TABLE>

                See accompanying notes to financial statements

                                      F-3

<PAGE>

                             OMEGA VENTURES, INC.
                 Statement of Changes in Stockholders' Equity
                    Years ended December 31, 2005 and 2004

<TABLE>
<CAPTION>
                                                                                                              ACCUMULATED
                                      COMMON STOCK        ADDITIONAL                                             OTHER
                               ------------------------    PAID-IN    ACCUMULATED     DEFERRED   SUBSCRIPTION COMPREHENSIVE
                                  SHARES       AMOUNT      CAPITAL      DEFICIT      LICENSE FEE  RECEIVABLE     INCOME      TOTAL
                               ------------  ----------  -----------  ------------   -----------  ----------   ---------   ---------
<S>                            <C>           <C>         <C>          <C>            <C>          <C>          <C>        <C>
BALANCE, DECEMBER 31, 2003       24,566,333  $  245,663  $ 4,190,154  $ (4,247,856)  $  (138,333) $  (26,719)  $     --   $  22,909
                               ============  ==========  ===========  ============   ===========  ==========   ========   =========

Capital raised in subsidiary             --          --      351,766            --            --          --         --     351,766

Stock subscription receivable
  in subsidiary                          --          --           --            --            --      26,719         --      26,719

Amortization of deferred license
  fee in subsidiary                      --          --           --            --       138,333          --         --     138,333

Return of common stock pursuant
  to sale of preferred stock     (1,000,000)    (10,000)     (40,000)           --            --          --         --     (50,000)

Recapitalization from disposal
  of subsidiary                          --          --   (2,003,137)           --            --          --         --  (2,003,137)

Unrealized gain on available for
  sale marketable securities             --          --           --            --            --          --    164,729     164,729

Net income                               --          --           --     1,824,157            --          --         --   1,824,157

BALANCE, DECEMBER 31, 2004       23,566,333     235,663    2,498,783    (2,423,699)           --          --    164,729     475,476
                                ===========  ==========  ===========  ============   ===========  ==========   ========   =========

Unrealized gain on available
  for sale marketable
  securities                             --          --           --            --            --               (187,671)   (187,671)

Net income                               --          --           --       397,806            --          --         --     397,806

BALANCE, DECEMBER 31, 2005       23,566,333   $  235,663  $ 2,498,783  $ (2,025,893) $        --  $       --   $(22,942)  $ 685,611
                                ============  ==========  ===========  ============  ===========  ==========   ========   =========
</TABLE>




                See accompanying notes to financial statements

                                      F-4


<PAGE>

                                OMEGA VENTURES, INC.
                              STATEMENTS OF CASH FLOWS

<TABLE>
<CAPTION>
                                                                               Year ended December 31,
                                                                                2005             2004
                                                                            -----------      -----------
<S>                                                                         <C>              <C>
Cash Flows from Operating Activities:
Net income (loss)                                                           $   397,806      $ 1,824,157
Adjustments to reconcile net income (loss) to net cash used in
      operating activities:
Gain on sale of preferred stock                                                      --         (250,000)
Gain on sale of available for sale marketable securities                       (333,778)         (89,483)
Loss on sale of available for sale marketable securities                            736               --
Gain on sale of non- marketable securities                                     (231,338)         (51,656)
Gain on disposal of subsidiary, net                                                  --       (1,457,808)
Investment shares exchanged for services                                         57,850               --
Changes in operating assets and liabilities:
(Increase) decrease in:
  Accrued interest receivable                                                    11,031          (11,031)
  Prepaid and other assets                                                        1,100           (1,100)
Increase (decrease) in:
  Accounts payable and accrued liabilities                                        6,675            6,419
  Accounts payable, related party                                                 8,153               --
                                                                            -----------      -----------
NET CASH USED IN OPERATING ACTIVITIES                                           (81,765)         (30,502)
                                                                            -----------      -----------

CASH FLOWS FROM INVESTING ACTIVITIES:
  Purchase of marketable securities                                                  --          (60,000)
  Loan disbursement - related party                                            (575,000)              --
  Purchase of marketable securities                                             (56,564)              --
  Proceeds from loan receivable - related party                                  (5,000)              --
  Proceeds from sale of preferred stock                                              --          200,000
  Proceeds from sale of available for sale marketable securities                321,692           82,404
  Proceeds from sale of non-marketable securities                               236,467           51,695
  Repayment of convertible note receivable                                      261,000         (261,000)
                                                                            -----------      -----------
NET CASH PROVIDED BY INVESTING ACTIVITIES                                       182,595           13,099
                                                                            -----------      -----------

CASH FLOWS FROM FINANCING ACTIVITIES:
  Proceeds from loan payable                                                         --           60,000
  Repayment of note payable                                                     (60,000)              --
  Repayment of loan payable - principal shareholder                             (50,000)              --
                                                                            -----------      -----------
NET CASH USED IN FINANCING ACTIVITIES                                          (110,000)          60,000
                                                                            -----------      -----------

Net (Decrease)/Increase in Cash                                                  (9,170)          42,597

Cash at Beginning of Period                                                      42,597               --
                                                                            -----------      -----------

CASH AT END OF PERIOD                                                       $    33,427      $    42,597
                                                                            ===========      ===========

Supplemental Disclosure of Cash Flow Information
Cash Paid for:
     Interest                                                               $        --      $        --
                                                                            ===========      ===========
     Taxes                                                                  $        --      $        --
                                                                            ===========      ===========
Supplemental Disclosure of non-cash investing and financing activities
     Return and cancellation of common stock (1,000,000 shares)             $        --      $    50,000
                                                                            ===========      ===========
     Stock subscription receivable                                          $        --      $        --
                                                                            ===========      ===========
     Acquisition of marketable securities (312,000 shares of AngelCiti)     $        --      $    50,000
                                                                            ===========      ===========
</TABLE>
                See accompanying notes to financial statements.

                                      F-5
<PAGE>

                              OMEGA VENTURES, INC.
                          NOTES TO FINANCIAL STATEMENTS
                                DECEMBER 31, 2005


Note 1   Nature of Operations and Summary of Significant Accounting Policies

         (A) Nature of Operations

         Omega Ventures, Inc. ("Omega") was incorporated in the state of Nevada
         on May 14, 1999. The Company sold its subsidiary, Worldwide Management
         S.A. D/B/A Worldwide Capital Holdings, ("Worldwide") to AngelCiti
         Entertainment, Inc. F/K/A iChance International, Inc. ("AngelCiti") in
         January 2003. The transaction was accounted for as a recapitalization
         of Omega, reducing its voting interest in Worldwide to 88% at that
         time.

         Pursuant to SFAS No. 94 "Consolidation of All Majority-Owned
         Subsidiaries", although it did not have common stock ownership
         exceeding 50% of AngelCiti's outstanding common stock (approximately 5%
         through common stock ownership), Omega held 14,000 shares of AngelCiti
         Series A, voting preferred stock, that by the stated rights of the
         voting privileges, provided Omega voting control.

         Omega Ventures, Inc. and its former majority controlled subsidiaries,
         AngelCiti, Worldwide Management and First National Consulting, Inc.
         ("FNC"), herein are collectively referred to as the "Company."
         Specifically, all transactions and events occurring after April 15,
         2004 are those solely of Omega Ventures, Inc.

         AngelCiti's subsidiary, Worldwide, was incorporated in Costa Rica in
         2002, and acquired by AngelCiti on January 20, 2003. The transaction
         was accounted for as a recapitalization of Worldwide. AngelCiti
         acquired FNC, a Belize Corporation, and related party in September
         2003.

         Omega's former operating focus had been online marketing. The Company
         has not generated any revenues from this business through December 31,
         2005.

         The Company's former majority controlled subsidiary, AngelCiti, was a
         software licensor and administered software-based games of chance
         through the Internet (AngelCiti sold its operating business in February
         2006). The Company used state-of-the-art casino gaming and sports book
         software under a license arrangement with a casino software development
         company. The Company launched its internet gaming operations on May 2,
         2002. There are significant legislative risks and uncertainties
         regarding on-line gaming operations.

         On April 15, 2004, the Company entered into a stock purchase agreement
         with two separate officers of AngelCiti. Under the terms of the
         agreement, Omega sold an aggregate 14,000 shares of Series A, preferred
         stock in AngelCiti to these two separate officers in exchange for an
         aggregate $200,000 and the return of an aggregate of 1,000,000 shares
         of common stock held by affiliates of these two separate officers. The
         shares returned were cancelled and retired and remain available for
         future reissuance. The shares of common stock were valued at the quoted
         trading market price on the date of the agreement, which was $0.05 for
         aggregate consideration of $50,000. Total consideration was $250,000.
         The transaction effectively transferred voting control of AngelCiti
         from Omega to these two separate officers of AngelCiti effective April
         15, 2004 and accordingly, effective April 16, 2004, Omega no longer
         controls or consolidates the accounts of AngelCiti (see Notes 1(B),
         2(A), 2(C) and 6). The disposal of AngelCiti is accounted for as
         discontinued operations (see Note 2(D)).

                                      F-6
<PAGE>

                              OMEGA VENTURES, INC.
                          NOTES TO FINANCIAL STATEMENTS
                                DECEMBER 31, 2005


         (B) Principles of Consolidation

         The financial statements include the accounts of Omega and its
         majority-controlled subsidiaries AngelCiti, Worldwide and FNC through
         April 15, 2004 (see Note 1(A)). From April 16, 2004 through December
         31, 2004, the financial statements are no longer consolidated and the
         balance sheet reflected is that of Omega at December 31, 2004. The
         results of consolidated operations are for the period from January 1,
         2004 through April 15, 2004. For the period from April 16, 2004 through
         December 31, 2004, Omega reports only its results of operations. All
         significant intercompany accounts and transactions were eliminated in
         consolidation as of April 15, 2004.

         (C) Revenue Recognition

         Following the guidance of Staff Accounting Bulletin No. 104, "Revenue
         Recognition in Financial Statements" ("SAB 104"), and the AICPA's
         guidance on revenue recognition for casinos, casino revenue is the net
         win from complete gaming activities, which is the difference between
         gaming wins and losses. Additionally, the value of promotional bonus
         dollars provided to customers is netted with revenues.

         The total amount wagered ("handle") was $36,377,217 for the year ended
         December 31, 2004. The relationship of net casino revenues to handle
         ("hold percentage") was approximately 4% for the years ended December
         31, 2004. Omega has accounted for its share of net casino revenue
         generated by AngelCiti through April 15, 2004 as part of income from
         operations of discontinued component in the accompanying statements of
         operations. No operating revenues were generated by Omega for the year
         ended December 31, 2005 and for the period from April 16, 2004 through
         December 31, 2004.

         (D) Marketable Securities and Non-Marketable Securities

         The Company invests in various marketable equity instruments. The
         Company accounts for such investments in accordance with Statement of
         Financial Accounting Standards No. 115 "Accounting for Certain
         Investments in Debt and Equity Securities" ("SFAS 115") (see Note
         2(A)).

         Certain securities that the Company may invest in can be determined to
         be non-marketable. Non-marketable securities where the Company owns
         less than 20% of the investee are accounted for at cost pursuant to APB
         No. 18, "The Equity Method of Accounting for Investments in Common
         Stock" ("APB 18").

         Management determines the appropriate classification of its investments
         at the time of acquisition and reevaluates such determination at each
         balance sheet date. Available-for-sale securities are carried at fair
         value, with unrealized gains and losses, net of tax, reported as a
         separate component of stockholders' equity. Investments classified as
         held-to-maturity are carried at amortized cost. In determining realized
         gains and losses, the cost of the securities sold is based on the
         specific identification method.

         The Company periodically reviews its investments in marketable
         securities and impairs any securities whose value is considered
         non-recoverable. There were no impairment losses charged to operations
         during the years ended December 31, 2005 and 2004.

                                      F-7
<PAGE>

                              OMEGA VENTURES, INC.
                          NOTES TO FINANCIAL STATEMENTS
                                DECEMBER 31, 2005


         (E) Concentration of Credit Risk

         Financial instruments that potentially subject the Company to
         concentration of credit risk consist principally of investments in
         available for sale marketable and non-marketable securities.

         The Company holds approximately 70,739 common shares of AngelCiti's
         publicly traded common stock at December 31, 2005 having a fair value
         of $0.11 per share for a total valuation of $7,781. All AngelCiti
         shares are currently being treated as marketable securities pursuant to
         SFAS 115.

         The Company holds approximately 6,600 common shares of Excelsior
         Biotechnology Inc.'s publicly traded common stock at December 31, 2005
         having a fair value of $3.17 per share for a total valuation of
         $20,897. All Excelsior's shares are currently being treated as
         marketable securities pursuant to SFAS 115.

         The Company holds approximately 1,800 common shares of Regaltech Inc.
         and 98 shares of Nanoforce's publicly traded common stock at December
         31, 2005 having fair values that approximate their carrying values of
         $1,065 and $444 respectively. All shares are currently being treated as
         marketable securities pursuant to SFAS 115.

         The Company holds approximately 40,221,020 common shares of Midas
         Entertainment, Inc.'s (traded on pink sheets) publicly traded common
         stock at December 31, 2005 having a cost basis of $69,519. All Midas
         shares are currently being treated as non-marketable securities and are
         carried at cost.

         (F) Income Taxes

         The Company accounts for income taxes under the Financial Accounting
         Standards No. 109 "Accounting for Income Taxes" ("Statement 109").
         Under Statement 109, deferred tax assets and liabilities are recognized
         for the future tax consequences attributable to differences between the
         financial statement carrying amounts of existing assets and liabilities
         and their respective tax bases. Deferred tax assets and liabilities are
         measured using enacted tax rates expected to apply to taxable income in
         the years in which those temporary differences are expected to be
         recovered or settled. Under Statement 109, the effect on deferred tax
         assets and liabilities of a change in tax rates is recognized in income
         in the period, which includes the enactment date. See Note 3 regarding
         the usage of net operating loss carryforwards for the years ended
         December 31, 2005 and 2004, respectively.

         (G) Earnings Per Share

         SFAS No. 128, "Earnings Per Share," requires companies with complex
         capital structures or common stock equivalents to present both basic
         and diluted earnings per share ("EPS") on the face of the income
         statement. Basic EPS is calculated as the net income or loss available
         to common stockholders divided by the weighted average number of common
         shares outstanding during the period. Diluted EPS is calculated using
         the "if converted" method for common share equivalents such as
         convertible securities and options and warrants. For fiscal years 2005
         and 2004 that have net income, basic and diluted EPS are the same since
         there were no dilutive securities outstanding. At December 31, 2005 and
         2004, there were no common stock equivalents outstanding, which may
         dilute future earnings per share.

                                      F-8
<PAGE>

                              OMEGA VENTURES, INC.
                          NOTES TO FINANCIAL STATEMENTS
                                DECEMBER 31, 2005


         (H) Comprehensive Income

         The Company accounts for Comprehensive Income under the Financial
         Accounting Standards Board Statement of Financial Accounting Standards
         No. 130, "Reporting Comprehensive Income" ("Statement No. 130").
         Statement No. 130 establishes standards for reporting and display of
         comprehensive income and its components. Comprehensive income is the
         total of net income (loss) and other comprehensive income (loss).

         (I) Recent Accounting Pronouncements

         Statement No. 144 "Accounting for the Impairment or Disposal of
         Long-Lived Assets" supercedes Statement No. 121 "Accounting for the
         Impairment of Long-Lived Assets and for Long-Lived Assets to be
         Disposed of" ("SFAS 121"). Though it retains the basic requirements of
         SFAS 121 regarding when and how to measure an impairment loss, SFAS 144
         provides additional implementation guidance. SFAS 144 excludes goodwill
         and intangibles not being amortized among other exclusions. SFAS 144
         also supercedes the provisions of APB 30, "Reporting the Results of
         Operations," pertaining to discontinued operations. Separate reporting
         of a discontinued operation is still required, but SFAS 144 expands the
         presentation to include a component of an entity, rather than strictly
         a business segment as defined in SFAS 131, "Disclosures about Segments
         of an Enterprise and Related Information." SFAS 144 also eliminates the
         current exemption to consolidation when control over a subsidiary is
         likely to be temporary. This statement is effective for all fiscal
         years beginning after December 15, 2001. The adoption of SFAS 144 had a
         material effect on the Company's financial position, results of
         operations and liquidity due to the Company reporting discontinued
         operations for the year ended December 31, 2004.

         In November 2004, the Financial Accounting Standards Board (FASB)
         issued SFAS 151 "Inventory Costs". This Statement amends the guidance
         in ARB No. 43, Chapter 4, "Inventory Pricing, to clarify the accounting
         for abnormal amounts of idle facility expense, freight, handling costs,
         and wasted material (spoilage). In addition, this Statement requires
         that allocation of fixed production overhead to the costs of conversion
         be based on the normal capacity of the production facilities. The
         provisions of this Statement will be effective for the Company
         beginning with its fiscal year ending 2006. The Company is currently
         evaluating the impact this new Standard will have on its operations,
         but believes that it will not have a material impact on the Company's
         financial position, results of operations or cash flows.

         In December 2004, the FASB issued SFAS 153 "Exchanges of Non monetary
         Assets - an amendment of APB Opinion No. 29. This Statement amended APB
         Opinion 29 to eliminate the exception for non-monetary exchanges of
         similar productive assets and replaces it with a general exception for
         exchanges of non-monetary assets that do not have commercial substance.
         A non-monetary exchange has commercial substance if the future cash
         flows of the entity are expected to change significantly as a result of
         the exchange. The adoption of this Standard is not expected to have any
         material impact on the Company's financial position, results of
         operations or cash flows.

                                      F-9
<PAGE>

                              OMEGA VENTURES, INC.
                          NOTES TO FINANCIAL STATEMENTS
                                DECEMBER 31, 2005


         In December 2004, the FASB issued SFAS 123 (revised 2004) "Share-Based
         Payment". This Statement requires that the cost resulting from all
         share-based transactions be recorded in the financial statements. The
         Statement establishes fair value as the measurement objective in
         accounting for share-based payment arrangements and requires all
         entities to apply a fair-value-based measurement in accounting for
         share-based payment transactions with employees. The Statement also
         establishes fair value as the measurement objective for transactions in
         which an entity acquires goods or services from non-employees in
         share-based payment transactions. The Statement replaces SFAS 123
         "Accounting for Stock-Based Compensation" and supersedes APB Opinion
         No. 25 "Accounting for Stock Issued to Employees". The provisions of
         this Statement will be effective for the Company beginning with its
         fiscal year starting January 1, 2006. The Company is currently
         evaluating the impact this new Standard will have on its financial
         position, results of operations or cash flows.

         (J) Reclassifications

         Certain amounts in the 2004 financial statements have been reclassified
         to conform to the 2005 presentation.


Note 2   Available for Sale Marketable Securities, Non-Marketable Securities,
         Sale of Investment in Preferred Stock and Disposal of Subsidiary

         (A) Available for Sale Marketable Securities

         The Company's marketable securities are classified as
         available-for-sale and are reported at fair value based upon the quoted
         market prices of those investments at December 31, 2005, with
         unrealized gains (losses) reported as other comprehensive income (loss)
         in a separate component of stockholders' equity until they are sold.
         Any realized gains or losses are included in net earnings (loss) at the
         time of sale.

         During the year ended December 31, 2005, the Company sold 297,400
         shares of AngelCiti common stock, and 6,000 shares of Xsunx common
         stock for net proceeds of $321,692. In connection with the sale of
         these securities, the Company recognized a gain on sale of available
         for sale marketable securities of $285,609.

         During the year, the company transferred 65,000 shares of Angelciti to
         a consulting firm for services provided. The fair market value at the
         time was $0.89 per share for a total consideration of $57,850. In
         connection with the issuance of these securities, the Company
         recognized a gain of $47,433.

         Total net gain on the sale and issuance of these securities is $333,042

         Activity for AngelCiti during the year ended December 31, 2005 was as
         follows:

         Shares held at December 31, 2004                         432,355
         Shares acquired                                           25,000
         Shares sold or transferred                              (386,616)
                                                                ---------
         Shares held at December 31, 2005                          70,739
                                                                =========

         Activity for Xsunx during the year ended December 31, 2004 was as
follows:

         Shares held December 31, 2004                              6,000
         Shares acquired                                               --
         Shares sold                                               (6.000)
         Shares held at December 31, 2005                              --

                                      F-10
<PAGE>

                              OMEGA VENTURES, INC.
                          NOTES TO FINANCIAL STATEMENTS
                                DECEMBER 31, 2005


         The composition of the Company's marketable securities at December 31,
2005 is as follows:
                                                      Unrealized
                                          Fair          Gain
                             Cost        Value         (Loss)
                           --------     --------      --------
         AngelCiti         $ 30,683     $  7,781      $(22,942)
         Excelsior
         Biotechnology       20,897       20,897            --
         Regaltech            1,065        1,065            --
         Nanoforce              444          444            --
                           --------     --------      --------
                           $ 53,089     $ 30,187      $(22,942)
                           ========     ========      ========

         On April 16, 2004, subsequent to the transfer of control and the sale
         of 14,000 shares of Series A, preferred stock held in its former
         subsidiary, AngelCiti (see Notes 1(A), 2(D) and 6), the Company held
         approximately 11,320,000 shares of AngelCiti having a cost basis of
         $9,750.

         There have been no impairments associated with these available for sale
         marketable securities as of December 31, 2005 and 2004.

         (B) Non-Marketable Securities

         In July and August 2004, the Company borrowed $54,000 and $6,000,
         respectively from an unrelated third party (see Note 5) to purchase
         1,800,000 common shares of Midas and a 19.8% interest in a private
         entity (see Note at 2(E)). The cost basis of Midas is $0.03 per share.
         Although Midas is traded on the pink sheets and has a daily quotation,
         the stock is thinly traded and has activity representing that primarily
         of its insiders. In addition, the potential restriction on sale of the
         Midas stock significantly affects the marketability of these
         securities. As a result, management has determined that SFAS 115 will
         not be applied to the Company's holdings of Midas common stock. The
         investment will be carried and reported under the cost method pursuant
         to APB 18. Therefore, there are no associated unrealized gains and
         losses. The 19.8% interest acquired in the private entity is being
         carried with a cost basis of $0 since there is no readily identifiable
         market for this type of investment.

         During 2004, the Company received a dividend of 200,000 common shares
         of Midas from the private entity. The cost basis of Midas is $0.03 per
         share. The Company carries this investment at $6,000.

         During the year ended December 31, 2005, the Company sold 132,500
         shares of Midas common stock for net proceeds of $236,467. In
         connection with the sale of these securities, the Company recorded a
         gain on sale of non-marketable securities of $231,338.

         During the year ended December 31, 2004, AngelCiti issued two dividends
         to its shareholders. In the first issuance, for each share of AngelCiti
         stock held, all shareholders would receive on a one-for-five basis,
         shares in Midas; and in the second issuance for each share of AngelCiti
         stock held, all shareholders would receive on a one-for-seven basis,
         shares in Midas. The Company received 117,971 shares of Midas. The
         dividend shares are being carried at a negligible value pursuant to APB
         18 and have been included as a component in the share reconciliation
         below.

         During the year, Midas Entertainment declared a 20 for 1 stock split
         resulting in further shares owned by Omega Ventures.

                                      F-11
<PAGE>
                              OMEGA VENTURES, INC.
                          NOTES TO FINANCIAL STATEMENTS
                                DECEMBER 31, 2005


         Activity for Midas during the year ended December 31, 2005 was as
         follows:

         Shares held at December 31, 2004                     1,998,716
         Shares acquired                                            500
         Dividend shares received from AngelCiti                 41,400
         Shares sold                                           (132,500)
         Shares received by share split                      38,312,904
                                                            -----------
         Shares held at December 31, 2005                    40,221,020
                                                            ===========

         The composition of non-marketable securities at December 31, 2005 is as
         follows:
                                                      Unrealized
                                          Fair          Gain
                             Cost        Value         (Loss)
                           --------     --------      --------
                           $ 69,519     $ 69,519      $     --
                           ========     ========      ========

         There have been no impairments associated with these non-marketable
         securities as of December 31, 2005 and 2004.

         (C) Sale of Investment in Preferred Stock

         On February 26, 2003, the Board of Directors of AngelCiti adopted a
         resolution to authorize 50,000 shares of voting preferred stock, Series
         A, $0.001 par value. Under the terms of the preferred stock, Series A,
         each share of this preferred stock can vote in a ratio of 20,000 shares
         of common stock for each share of preferred stock held. The holders of
         preferred stock, Series A, had no stated liquidation rights senior to
         the Company's common stock or any other class of preferred stock. There
         were 14,000 shares of Series A, Preferred Stock issued and outstanding
         at April 15, 2004, all preferred shares were held solely by the
         Company.

         On April 15, 2004, the Company entered into a stock purchase agreement
         with two separate officers of AngelCiti. Under the terms of the
         agreement, Omega sold an aggregate 14,000 shares of Series A, preferred
         stock it held as an investment in AngelCiti to these two separate
         officers in exchange for an aggregate $200,000 and the return of an
         aggregate of 1,000,000 shares of common stock held by affiliates of
         these two separate officers. The shares returned were cancelled and
         retired and remain available for future reissuance. The shares of
         common stock were valued at the quoted trading market price on the date
         of the agreement, which was $0.05 for aggregate consideration of
         $50,000. Total consideration was $250,000. The transaction effectively
         transferred voting control of the Company from Omega to these two
         separate officers of AngelCiti (see Notes 1(A), 2(D), and 6). In
         connection with the sale of the Series A, preferred stock, the Company
         recognized a gain on sale of preferred stock totaling $250,000 for the
         year ended December 31, 2004.

         (D) Gain on Disposal of Subsidiary

         Pursuant to the guidance of Staff Accounting Bulletin No. 93,
         "Accounting and Disclosures regarding Discontinued Operations" ("SAB
         93") and SFAS No. 144, in connection with the sale of the 14,000 shares
         of Series A, preferred stock to two separate officers of AngelCiti (see
         Notes 1(A), and 6), the Company recorded its proportionate share of net
         losses in the former subsidiary for the period from January 20, 2003
         through December 31, 2003 by debiting accumulated deficit and crediting
         gain on disposal of subsidiary totaling $1,457,808. For the period
         January 1, 2004 through April 15, 2004, the Company recorded its
         proportionate share of net losses in the former subsidiary by debiting
         loss from operations on discontinued component and crediting gain on
         disposal of subsidiary totaling $60,981.

                                      F-12
<PAGE>

                              OMEGA VENTURES, INC.
                          NOTES TO FINANCIAL STATEMENTS
                                DECEMBER 31, 2005


         (E) Other Investment

         In July 2004, the Company borrowed $6,000 from an unrelated third party
         to acquire an approximate 19.8% interest in a private entity. The
         investment in the private entity was carried at its fair value of $0
         due to the lack of financial information capable of supporting a
         valuation other than $0. See Note 2(B).

Note 3   Income Taxes

There was no income tax expense for the years ended December 31, 2005 and 2004
due to the Company's utilization of net operating loss carryforwards.

The Company's tax expense differs from the "expected" tax expense for the year
ended December 31, 2005, (computed by applying the Federal Corporate tax rate of
34% to loss before taxes), as follows:

                                                           2005         2004
                                                        ---------    ---------
Computed "expected" tax expense (benefit)               $ 135,254    $ 620,213
Change in valuation allowance from utilization of net
operating loss carryforward                              (135,254)    (620,213)
                                                        ---------    ---------
                                                        $      --    $      --
                                                        =========    =========

The effects of temporary differences that gave rise to significant portions of
deferred tax assets and liabilities at December 31, 2005 are as follows:

Deferred tax assets:
Net operating loss carryforward                         (184,919)
                                                       ---------
Total gross deferred tax assets                         (184,919)
Less valuation allowance                                 184,919
                                                       ---------
Net deferred tax assets                                $      --
                                                       =========

During the year ended December 31, 2005, the Company reported net income. The
Company has not recorded a provision for income taxes since the tax effect of
the net operating loss carryforward exceeded the provision.

The Company has a net operating loss carryforward of approximately $543,879
available to offset future taxable income expiring at various dates through
2025. Utilization of this loss may be limited due to the change in control,
which occurred on April 15, 2004 (See Notes 1(A), 2(D) and 6).

The valuation allowance at December 31, 2004 was $320,173. The net change in
valuation allowance during the year ended December 31, 2004 was a decrease of
$184,919.

Note 4 Note Receivable

On July 29, 2004, the Company issued a 10%, convertible promissory debenture
(note receivable) with a stated amount of $261,000. The note receivable matured
on July 29, 2005. At the option of the holder, $300 of principal could have been
converted into 500 shares. On January 31, 2005, the note and interest of $13,207
were collected. For the year ended December 31, 2004, the Company recognized
$11,031 of interest income.

On December 13, 2005, the Company received two promissory notes from a related
company for cash loans; one for $350,000 and another for $225,000. Both are due
December 31, 2007 and carry a 5% interest rate, payable upon maturity.

                                      F-13
<PAGE>

                              OMEGA VENTURES, INC.
                          NOTES TO FINANCIAL STATEMENTS
                                DECEMBER 31, 2005


Note 5   Loans Payable

In July and August 2004, the Company borrowed an aggregate $60,000 from an
unrelated third party in order to purchase 1,800,000 shares of Midas common
stock and a 19.8% interest in a private entity. The loan was non-interest
bearing, unsecured and due on demand. (See Notes 2(B) and 2(E)). The loan was
repaid in 2005.

In December 2004, the Company borrowed $50,000 from an unrelated third party in
order to purchase 312,000 shares of AngelCiti. The loan bore interest at 10% and
was unsecured. The 312,000 shares are reflected in the table detailing the
Company's investments in marketable securities. (See Note 2(A)). The loan was
repaid in 2005.


Note 6   Related Party Transactions

On April 15, 2004, the Company entered into a stock purchase agreement with two
separate officers of AngelCiti. (See Notes 2(A) and 2(C)).

In July 2005, the Company issued a check for consulting services to an officer
of the Company for services rendered for AngelCiti, a related party.

On December 13, 2005, the Company received two promissory notes from a related
company for cash loans; one for $350,000 and another for $225,000. Both are due
December 31, 2007 and carry a 5% interest rate, payable upon maturity.



Note 7   Subsequent Events

On January 24, 2006, the Company transferred their 1,800 shares of Regaltech,
known as Asante Networks, Inc. as of October 17, 2005, as payment in kind for
services rendered for consulting services. Asante Networks, Inc. effected a 10
for 1 forward stock split which caused the transfer of 18,000 shares of
Regaltech.












                                      F-14