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, 2002

                         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]

State issuer' revenues for its most recent fiscal year.   $474,098

Transition Small Business Disclosure Format:
                                 Yes [ ] No [x]

As of March 31, 2003, there were 24,566,333 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

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.

                                     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.

                                       2
<PAGE>
         We produced film festivals in five cities, which consisted of theater
screenings of films not available to the general public through traditional.
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 own and
operate our online casino operations. Our online casino operations were to be
managed by another wholly-owned subsidiary, Worldwide Entertainment, Inc., a
Belize corporation ("WEI") once we had become profitable. As we had not been
profitable, our online casino operations had been managed directly by Worldwide
and WEI had remained dormant. Actual operations for our online casinos began May
2, 2002.

         Our online casinos were operated using software technology licensed by
others. Our software license required us to pay the licensor an initial set up
fee as well a percentage of our revenues. Our software provider provided us with
updates and innovations to their technology, which eliminated our need to fund
ongoing research and development expenses. Our software licensor has
historically allowed Worldwide to defer royalty payments that had become due and
payable. No assurance is given that it will continue to do so, or that
Worldwide's delayed payments will not cause the licensor to seek the revocation
of Worldwide's software license.

         Our online casino software was operated on company-owned servers housed
in our Costa Rica office. The hosting of our casino site and maintenance of our
equipment was provided by third party vendors. The use of third party vendors
for such services helped us minimize our ongoing payroll expense.

         We operated games of chance including Blackjack, Craps, Video Poker,
Roulette, Mini-Baccarat and various forms of online slot machines, as well as
other games created by the licensor of our operating software. Our online casino
games used software technology that provided enhanced sound and graphics and
allowed real time interactivity within a user's own web browser. Customer access
to our on line casino was provided through the use of a customer's computer.
Customers had the option of loading and playing casino games through their web
browser with no downloading, or they could download the entire website or
individual games to achieve faster play. Our online casinos offered odds in each
game as would be comparable to those offered in connection with land based games
of chance. Players had the opportunity to win or lose in any given game, on any
given day, just as one would win or lose in any land based casino.

                                       3
<PAGE>
         Players could play free of charge or open an account in our office,
fund the account and place their funds at risk by betting on the outcome of our
games. Wagering customers were required to provide certain personal and
financial information, including a user name and password, in order to open an
account. In order to make live wagers, a person was required to purchase
electronic cash by making one or more forms of cash payment into their account.
Our online casino was designed to be an entertaining and interactive real time
playing experience that provided maximum security to our customers. It was not
our policy to disclose any personal or wagering information regarding our
customers and access to all accounts had always been password protected.

         Many of our games had several variations and provided for minimum and
maximum betting ranges. Customer winnings (in U.S. Dollars) were automatically
credited to a customer's account. Withdrawals were effected by various means
made available by us, as requested by the client on a case-by-case basis.
Customers were free to withdraw all or a part of their winnings, review their
account balances, or make additional deposits to their accounts at any time.

         We did not require our customers to maintain a minimum account balance
or place restrictions on amounts accumulated through winnings. Nor did we grant
credit to our customers. We did, however, place maximum bet limits for new
customers and reserve the right to grant custom wagering and account options to
our regular customers based upon their established profiles. We adhered to the
guidelines provided by the Code of Conduct of the Interactive Gaming Council, a
gaming industry organization. Among other things, this Code required us to post
loss limits and to provide referrals and direct access to help and counseling
organizations as a means to identify and curtail compulsive gambling. We had
suspended certain customers' account activity at times when we suspected or
observed compulsive gambling behavior.

Subsequent Events

         Sale of Subsidiary and Subsequent Operations. 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").
AngelCiti, as the new parent company of Worldwide, has changed its operating
focus from owning and operating online casinos to the administration and
facilitation of online casinos and the sublicensing and development of online
casino gaming software. AngelCiti's sole customer pays AngelCiti a significant
amount of its net casino revenues as an administration fee and reimburses
AngelCiti for certain costs expended in connection with the same. Its ongoing
viability is therefore dependent upon the fortunes of those online casinos that
it administers. AngelCiti is now our majority owned subsidiary, as we currently
own approximately 87.3% of its issued and outstanding common shares.

                                       4
<PAGE>
         We do not currently intend to distribute the shares of AngelCiti that
we own to our shareholders, via a dividend or other distribution, but may use,
sell or distribute such shares in exchange for cash, stock, services or
otherwise, to sustain our ongoing operations. However, we reserve the right to
distribute our AngelCiti shares to our shareholders if we determine it is in our
best interest to do so. Until such time as we divest ourselves of our AngelCiti
shares, we are dependent upon the fortunes of those online casinos doing
business with AngelCiti as well as AngelCiti's efforts to find and/or develop
new gaming software.

         As of the date of this Report, we have maintained our ownership
interest in WEI, which remains dormant. Following the closing of the IChance
Agreement, we have conducted virtually no significant business operations. Our
new operating focus is on online marketing. Towards that end, we operate a
website known as casinopaycheck.com, which serves as a customer referral service
for online casinos. It places pop-up and other forms of online casino
advertising on affiliates' internet websites in exchange for a percentage of
casino or sports book winnings, ranging from 2%-5%. Casinopaycheck.com has been
operational since June of 2002 but has yet to earn any revenues. We have agreed
to provide online marketing services to the online casinos that AngelCiti
administers. However, AngelCiti is not obligated to pay us for these services
until the expiration of a trial period later this year. It is not anticipated
that casinopaycheck.com will generate revenues for at least six months from the
date of this Report and may never do so. Even if casinopaycheck.com does
generate revenues, its operations, alone, may not be able to sustain our
business. We will be dependent on our management to further develop our new
operating and business focus or to effect a business combination with a viable
operating company if we cannot successfully redefine ourselves and our
operations.

Intellectual Property Rights
----------------------------

         None.

Competition
-----------

         The online casino business is highly competitive. We, AngelCiti and
Worldwide face competition from large numbers of large and small companies, both
public and private. Many of these companies have financial resources far greater
than ours and have greater leverage in attracting talent, product and personnel.
A high degree of competition is expected to continue and there are no
significant barriers to entry into this business. Our business and the business
of AngelCiti and Worldwide may be adversely affected by these factors.

         Internet gambling has grown from 30 sites in 1996 to approximately
1,400 sites in the year 2000 according to the Center for Policy Initiatives.
Bear Stearns estimates that there are approximately 1200 to 1400 e-gaming web
sites. These sites offer all types of gambling from bingo and lotto, to classic
live games such as roulette, poker, blackjack, craps and slot machines, to
betting on amateur and professional sporting events.

                                       5
<PAGE>
         Given the popularity of the Internet in general and the relatively high
profit margins and low overhead associated with the Internet gaming business, we
face strong competition in what is expected to be a rapidly growing global
industry. Our competitors include GoldenPalace.com, CasinoOnNet.com, Boss Media,
CryptoLogic, Inc., RiverBelleCasino.com, Microgaming, and Youbet.com, to name a
few. Some of our competitors offer entrepreneurs full software, accounting,
marketing and other forms of support to enable them to operate their own online
casinos and Internet Web sites. As the barriers to entry into this industry are
low, access to this business is made to a wide number of entities and
individuals. Required technological and management expertise can be licensed or
purchased from existing vendors. Our industry's technology, including hardware,
software and the mode through which communications flow are subject to rapid and
significant change. Others may develop technologies that render our operations
obsolete.

Government Regulation
---------------------

         Online casino operations are subject to applicable laws in the
jurisdictions in which they offer services. While some jurisdictions have
attempted to restrict or prohibit Internet gaming, other jurisdictions, such as
several Caribbean countries, Australia and certain Native American territories,
have taken the position that Internet gaming is legal and/or have adopted or are
in the process of reviewing legislation to regulate Internet gaming in such
jurisdictions. As companies and consumers involved in Internet gaming are
located around the globe, there is uncertainty regarding exactly which
government has jurisdiction or authority to regulate or legislate with respect
to various aspects of the industry. Furthermore, it may be difficult to identify
of differentiate gaming-related transactions from other Internet activities and
link those transmissions to specific users, in turn making enforcement of
legislation aimed at restricting Internet gaming activities difficult. The
uncertainty surrounding the regulation of Internet gaming could have a material
adverse effect on our business, revenues, operating results and financial
condition.

         On March 8, 2001, the government of the United Kingdom ("UK") announced
that effective January 1, 2001, the current 6.75% "betting duty" that it passed
onto a player, and 9% "total betting duty" would be eliminated. The UK
government believed that this tax reform was necessary for UK companies to
compete with the offshore market, which already offered bettors "duty free"
gambling, and to help regulate the UK bookmaking industry. The reform was also
intended to bring home major UK bookmakers who had fled to offshore tax havens
such as Gibraltar, Malta, Antigua and Alderney. As a result of this legislation,
a UK government issued "Bookmakers Permit" was required to accept wagers and UK
based bookmakers could now operate Internet bookmaking websites without
collecting the betting duty. These reforms are expected to make the UK a
significant hub of gaming. It is anticipated that their official entry into
online gaming could put pressure on the United States and other governments
towards regulating the industry.

         In the future, governments in the United States or other jurisdictions
may adopt legislation that restricts or prohibits Internet gambling. After
similar bills failed to pass in 1998, the United States Senate passed a bill
intended to prohibit and criminalize Internet gambling (other than certain state
regulated industries) in November 1999. A similar bill failed to pass the House
of Representatives. In 2002, Senator Goodlatte sponsored a bill to prohibit
online gambling, which once again did not pass


                                       6
<PAGE>
through Congress. No assurance can be given that such a bill will not ultimately
be enacted and become law. In addition, current U.S. federal and state laws
could be construed to prohibit or restrict online gaming and there is a risk
that governmental authorities could view online casinos as having violated such
laws. Several state Attorneys General and court decisions have upheld the
applicability of state anti-gambling laws to Internet casino companies.
Accordingly, there is a risk that criminal or civil proceedings could be
initiated in the United States or other jurisdictions against online casinos
and/or their employees, and such proceedings could involve substantial
litigation expense, penalties, fines, diversion of the attention of key
executives, injunctions or other prohibitions being invoked against online
casinos and/or their employees. Such proceedings could have a material adverse
effect on AngelCiti's business, revenues, operating results and financial
condition and the business, revenues, operating results and financial condition
of those entities that do business with Angelciti and us. In addition, as
electronic commerce further develops, it too may be the subject of government
regulation. Current laws, which pre-date or are incompatible with Internet
electronic commerce may be enforced in a manner that restricts the electronic
commerce markets. Any such developments could have a material adverse effect on
our business, revenues, operating results and financial condition. AngelCiti
intends to minimize these potential legal risks by continuing to conduct its
Internet business from offshore locations that permit online gaming and by
increasing its marketing efforts in Asia and other foreign jurisdictions. There
is no assurance, however, that these efforts will be successful in mitigating
the substantial legal risks and uncertainties associated with the Internet
gaming business.

         AngelCiti, through Worldwide, its wholly owned subsidiary, is an
administrator of online casinos and sub-licensor of online gaming software. It
does not own online casinos. Its management does not believe that its operations
are directly subject to Costa Rican or other regulations or laws governing the
online gaming industry. However, given Worldwide's business relationship with
customers who do own such online casinos, no assurance can be given that the
Costa Rican government or any other jurisdiction will not take the position that
we, AngelCiti, and/or Worldwide are subject to their regulations governing
online gaming operations. Worldwide's sole customer owns online casinos that are
subject to the laws of Costa Rica, where recently enacted legislation now
requires gaming licenses as a condition of conducting business. Licensing fees
are currently imposed on a one-time basis but renewals may be required on an
annual or other basis in the future. In any event, the newly enacted licensing
requirements in Costa Rica now represent a significant increase in the cost of
doing business.

         Although management of AngelCiti believes that the operations of
Worldwide do not require a gaming license, both Worldwide and its sole customer
currently operate their respective businesses under the gaming license of
Commercial LT Baroda, SA ("Baroda"), pursuant to the terms of Worldwide's
Sublease and Service Agreement with Baroda, as amended. To the extent that the
Costa Rican government determines that a gaming license is required for
Worldwide to conduct its business, no assurance can be given that the Costa
Rican government will permit Worldwide and/or its sole customer to operate their
respective businesses under Baroda's gaming license. In such event, Worldwide
and/or its sole customer may each be required to obtain a gaming license as a
condition of doing business in Costa Rica. Such a requirement could have a
material adverse effect on our business, the business of Angelciti, Worldwide
and Worldwide's sole customer, and could result in the termination of the
current operations of each of the aforementioned companies.

                                       7
<PAGE>
Employees
---------

         As of March 31, 2003, our president, Lawrence Hartman, remains our sole
full-time employee, but is not compensated by us for his services. Mr. Hartman
is not employed pursuant to the terms of an employment agreement and is not
restricted from competing with us should he sever his ties with us. Our
employees are not covered by a collective bargaining agreement. We believe that
our relationship with our employees is satisfactory.

Item 2.  Description of Property

         We maintain an office presence at 9000 Sheridan Avenue, Suite 7,
Pembroke Pines, FL 33024 pursuant to a Business Identity Agreement, the current
term of which expires on April 30, 2003. This agreement requires monthly
payments of $159 per month.

         Baroda, our former landlord, permits us to utilize a portion of its
business space located at Oficentro La Sabana, Edificio #1, Piso#3, San Jose,
Costa Rica, without charge. The principal officers of Baroda own approximately
19% of our issued and outstanding common shares through other entities that they
own. While management believes that Baroda will continue to permit it to utilize
this office space at no charge, no assurance can be given that they will do so.

         We believe that each of the foregoing properties is suitable for our
needs for the next 12 months. While we believe that additional space would be
readily available to us should we need it, we do not, at this time, have the
financial resources necessary to lease such space.

Item 3.  Legal Proceedings

         We are not a party to any legal proceedings that we believe would,
individually or in the aggregate, have a material adverse effect on our
business, our financial condition or our results of operations.

Item 4.  Submission of Matters to a Vote of Security Holders

         None

                                       8
<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 March 31, 2003, there were 308 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 development of our
business, and that no dividends on the shares of common stock will be declared
in the foreseeable future.

Item 6   Management's Discussion and Analysis or Plan of Operations

         The following discussion of the results of our operations and financial
condition 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 "forward-looking statements" that involve risk and
uncertainties. 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.


                                       9
<PAGE>
Plan of Operation
-----------------

         We no longer produce live film and music events and operate online
gaming and gaming management operation. Our live film and music operations have
been discontinued as of December 31, 2001 and are presented as such in our
financial statements. Results for the year ending December 31, 2002 include
online casino operations only. Our online casinos were open for business in May
of 2002. As we have no financial results to compare to our online casino
operations, comparative figures cannot be offered. We have suffered operating
losses of $2,138,568 for the year ending December 31, 2002 and $506,428 for the
three months ending December 31, 2002. We earned net casino revenues of $474,098
for the year ending December 31, 2002, $356,705 of which was earned during the
three months ending December 31, 2002. Revenues are recognized as net gaming
wins less promotional dollars provided to customers. Our $474,098 of net casino
revenues for the entire year were recognized on total bets of $25,991,878 as
compared to $356,705 of net casino revenues for the three months ending December
31, 2002 which were recognized on total bets of $16,539,921 for said period. We
had paid for $1,340,265 of consulting, web-site maintenance and investor
relations services during the year ending December 31, 2002 with our common
stock. As of December 31, 2002, our obligation to make or continue such payments
and our amortization of the same has ended.

         As of January 20, 2003, the date that we sold our wholly-owned
subsidiary, we are conducting limited operations and have virtually eliminated
all of our operating expenses, other than the rent expense for our Pembroke
Pines, Florida office presence, limited expenses associated with
casinopaycheck.com, and on-going professional fees. We will require loans from
officers or affiliates to satisfy our remaining expenses. No assurance can be
given that our officers or other affiliates will provide us with funds necessary
to pay these expenses.

         While we are hopeful that AngelCiti's online gaming operations will
generate positive cash flow during the fiscal year ending 2003, we cannot be
certain that this will be the case or that it will ever generate positive cash
flow. To the extent that AngelCiti cannot do so, it will be required to rely
upon loans or other funds that it raises to remain in business. If it cannot
obtain such funding before it attains a level of positive cash flow, AngelCiti's
operations, our investment in AngelCiti, and our ongoing prospects will be
materially and adversely affected.

Liquidity and Capital Resources
-------------------------------

         We are insolvent, as our current liabilities are significantly greater
than our current assets. Total cash and cash equivalents at December 31, 2002
were $44,595 as compared to $563 at December 31, 2001. This increase in cash
resulted in part from proceeds that we had raised pursuant to our Regulation S
offering totaling $282,400 and liquidation of certain investment securities that
had previously been written off with zero cost basis, despite our ongoing
losses. However, total working capital as of December 31, 2002 decreased to a
deficiency of $548,329 as compared to positive working capital of $49,049 at
December 31, 2001. This decrease in working capital resulted from the
liquidation of our investment portfolio, reduction of our prepaid expenses and
our operating losses. As of December 31, 2002, $328,791 of our operating losses
had been funded by loans from Baroda, our Costa Rican landlord. These loans are
non-interest bearing and are callable on the demand of Baroda. No assurance can
be given that these loans will not be called, or that Baroda will continue to
make loans to AngelCiti, Worldwide or us, should we need them.

                                       10
<PAGE>
         We commenced our online casino operations in May 2002 and have slowly
increased our operations and revenues. Casino revenues have increased from
$96,172, after deducting and offsetting promotional discounts, for the three
months ending September 30, 2002 to $356,705, after deducting and offsetting
promotional discounts, for the three months ended December 31, 2002. As of
January 20, 2003, we sold Worldwide in exchange for approximately 88% of
Angelciti's common stock. AngelCiti is now a majority owned subsidiary of ours.
As such, its future operations and prospects are important to us. We believe
that its revenue growth trend will continue and its earnings will improve,
assuming it is not obligated to obtain a gaming license in connection with its
Costa Rican operations and its sole customer significantly increases its player
base. However, we cannot be certain that this will be the case.

         As of the date of this Report, we have no material cash on hand. We
believe that we have minimized our cash outflows while we develop our new
business plan. We believe that AngelCiti has done the same while it expands its
online casino operations, although we cannot guaranty that this will be the
case. Until we develop a business plan that generates significant revenues and
until AngelCiti generates significantly improved net casino revenue, we and
AngelCiti will be dependent upon ongoing loans, and additional investment
capital to finance our respective ongoing business activities. While we have
been successful in raising investment capital in the past, no assurance can be
given that we will be able to raise additional capital in the future. While we
are conducting limited operations and have virtually eliminated all of our
operating expenses, other than the rent expense for our office presence, limited
expenses associated with casinopaycheck.com, and on-going professional fees, we
will require loans from officers or affiliates to satisfy our remaining
expenses. No assurance can be given that our officers or other affiliates will
advance these expenses on our behalf.

Future Expenditures
-------------------

         Our future capital expenditures and operations will depend upon our
ability to generate revenues, loans from officers or affiliates, or additional
investment capital if our revenues or other sources of funding are not
sufficient. Even if sufficient funding is available, we have no present plans
for future capital expenditures.

Recent Accounting Pronouncements
--------------------------------

         Statement No. 141 "Business Combinations" establishes revised standards
for accounting for business combinations. Specifically, the statement eliminates
the pooling method, provides new guidance for recognizing intangible assets
arising in a business combination, and calls for disclosure of considerably more
information about a business combination. This statement is effective for
business combinations initiated on or after July 1, 2001. The adoption of this
pronouncement on July 1, 2001 did not have a material effect on the Company's
financial position, results of operations or liquidity.

                                       11
<PAGE>
         Statement No. 142 "Goodwill and Other Intangible Assets" provides new
guidance concerning the accounting for the acquisition of intangibles, except
those acquired in a business combination, which is subject to SFAS 141, and the
manner in which intangibles and goodwill should be accounted for subsequent to
their initial recognition. Generally, intangible assets with indefinite lives,
and goodwill, are no longer amortized; they are carried at lower of cost or
market and subject to annual impairment evaluation, or interim impairment
evaluation if an interim triggering event occurs, using a new fair market value
method. Intangible assets with finite lives are amortized over those lives, with
no stipulated maximum, and an impairment test is performed only when a
triggering event occurs. This statement is effective for all fiscal years
beginning after December 15, 2001. The adoption of SFAS 142 on January 1, 2002
did not have a material effect on the Company's financial position, results of
operations or liquidity.

         In August 2001, the FASB issued SFAS No. 143, "Accounting for Asset
Retirement Obligations." The standard requires entities to record the fair value
of a liability for an asset retirement obligation in the period in which it is
incurred. When the liability is initially recorded, the entity capitalizes a
cost by increasing the carrying amount of the related long-lived asset. Over
time, the liability is accreted to its present value each period, and the
capitalized cost is depreciated over the useful life of the related asset. Upon
settlement of the liability, an entity either settles the obligation for its
recorded amount or incurs a gain or loss upon settlement. The standard is
effective for fiscal years beginning after June 15, 2002. The adoption of SFAS
No. 143 is not expected to have a material impact on the Company's financial
position, results of operations or liquidity.

         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 on January 1, 2002 did not have a
material effect on the Company's financial position, results of operations or
liquidity.

         Statement No. 145, "Rescission of FASB Statements No. 4, 44, and 64,
Amendment of FASB Statement No. 13, and Technical Corrections," updates,
clarifies, and simplifies existing accounting pronouncements. Statement No. 145
rescinds Statement 4, which required all gains and losses from extinguishment of
debt to be aggregated and, if material, classified as an extraordinary item, net
of related income tax effect. As a result, the criteria in Opinion 30 will now
be used to classify those gains and losses. Statement 64 amended Statement 4,
and is no longer necessary because Statement 4 has been rescinded. Statement 44
was issued to establish accounting requirements for the effects of transition to
the provisions of the motor Carrier Act of 1980. Because the transaction has
been completed, Statement 44 is no longer necessary. Statement 145 amends
Statement 13 to require that certain lease modifications that have economic
effects similar to sale-leaseback transactions be accounted for in the same
manner as sale-

                                       12
<PAGE>
leaseback transactions. This amendment is consistent with FASB's goal requiring
similar accounting treatment for transaction that have similar economic effects.
This statement is effective for fiscal years beginning after May 15, 2002. The
adoption of SFAS No. 145 is not expected to have a material impact on the
Company's financial position, results of operations or liquidity.

         Statement No. 146, "Accounting for Exit or Disposal Activities" ("SFAS
146") addresses the recognition, measurement, and reporting of cost that are
associated with exit and disposal activities that are currently accounted for
pursuant to the guidelines set forth in EITF 94-3, "Liability Recognition for
Certain Employee Termination Benefits and Other Costs to exit an Activity
(including Certain Cost Incurred in a Restructuring)," cost related to
terminating a contract that is not a capital lease and one-time benefit
arrangements received by employees who are involuntarily terminated - nullifying
the guidance under EITF 94-3. Under SFAS 146, the cost associated with an exit
or disposal activity is recognized in the periods in which it is incurred rather
than at the date the Company committed to the exit plan. This statement is
effective for exit or disposal activities initiated after December 31, 2002 with
earlier application encouraged. The adoption of SFAS 146 is not expected to have
a material impact on the Company's financial position, results of operations or
liquidity.

         Statement No. 148, "Accounting for Stock-Based Compensation--Transition
and Disclosure", amends FASB Statement No. 123, "Accounting for Stock-Based
Compensation." In response to a growing number of companies announcing plans to
record expenses for the fair value of stock options, Statement 148 provides
alternative methods of transition for a voluntary change to the fair value based
method of accounting for stock-based employee compensation. In addition,
Statement 148 amends the disclosure requirements of Statement 123 to require
more prominent and more frequent disclosures in financial statements about the
effects of stock-based compensation. The Statement also improves the timeliness
of those disclosures by requiring that this information be included in interim
as well as annual financial statements. In the past, companies were required to
make pro forma disclosures only in annual financial statements. The transition
guidance and annual disclosure provisions of Statement 148 are effective for
fiscal years ending after December 15, 2002, with earlier application permitted
in certain circumstances. The interim disclosure provisions are effective for
financial reports containing financial statements for interim periods beginning
after December 15, 2002. The Company adopted the disclosure provisions of
Statement 148 for the year ended December 31, 2002, but will continue to use the
method under APB 25 in accounting for stock options. The adoption of the
disclosure provisions of Statement 148 did not have a material impact on the
Company's financial position, results of operations or liquidity.

Item 7   Financial Statements

         Our financial statements appear on pages F-1 through F-25.

                                       13
<PAGE>
Item 8   Changes In and Disagreements With Accountants on Accounting and
         Financial Disclosure.

         On August 5, 2002, we changed our auditors from Chisholm and
Associates, LLP to Salberg & Co., P.A. Notice of this change was filed with the
Securities and Exchange Commission on Form 8-K/A on August 13, 2002. There were
no disagreements with our prior auditors on any matter of accounting principles
or practices, financial statement disclosure, or auditing scope procedure. Our
prior auditors confirmed that there were no such disagreements in a letter that
was made an exhibit to our 8-K filing. Salberg& Co., P.A. is located at 20283
State Road 7, Suite 109, Boca Raton, FL 33498.

                                    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 Persons
------------------------------------------------------------

         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)     37     Director and Chief Executive Officer, President,
                               Treasurer, (CFO) and Secretary
Carl R. Ceragno(1)      56     Director

----------
(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, upon the resignation of Adam Zoblotsky from
those offices on December 1, 2001. Mr. Hartman's daily activities include
supervising development of our online casino, meeting and speaking with
potential business affiliates, working with our legal counsel, accountants, and
auditors, and general corporate administration. Mr. Hartman currently devotes
approximately 30 hours per week towards our operations. Since May of 1999, 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 does not devote his full time
efforts to the affairs of CRI. Rather, he provides 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. From March of 1998 to June of 1999, Mr. Hartman had
served as a senior manager, investment banking, for the Ocwen Federal Bank,
where his responsibilities were devoted towards real estate asset management.
From January 1996 to March of 1998, Mr. Hartman


                                       14
<PAGE>
served as Vice President, secretary and general counsel with Tarragon Realty
Advisors, a real estate investment trust. From January of 1994 until January of
1996, Mr. Hartman was employed as an associate attorney with the law firm of
Coudert Brothers, where his area of practice was limited to real estate and
corporate law.

         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.

         Carl R. Ceragno. Mr. Ceragno has served as our director since July 30,
1999. He has been president and chief executive officer of CRI since 1989. His
responsibilities include system design engineering, project management, sales
and technical proposal preparation. From May 1997 through May 1999, Mr. Ceragno
also served as president of Visual Telephone International, Inc., a publicly
traded company that had been the parent company of CRI. From July 1969 through
June of 1992, Mr. Ceragno served as a studio engineer, project engineer, chief
engineer, and ultimately vice president of engineering for Tele-Measurements,
Inc., an A/V systems integration business located in Clifton, New Jersey.

         Mr. Ceragno received a bachelor of sciences degree in May of 1969 from
Emerson College, Boston, MA. At graduation, he was honored by receiving the
departmental award for excellence and service to the Emerson College
broadcasting department.

         Mr. Ceragno has given numerous network design and video conferencing
lectures, has taught technical classes at Emerson College and has authored
numerous lectures regarding telecommunications technology and integration.

Audit Committee Financial Expert
--------------------------------

         Given our limited operations and resources, and the limited size of our
management team, our board of directors has determined that we do not presently
have the ability to retain the services of an audit committee financial expert
to serve on our audit committee. At such time as our operations and financial
resources 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 resources required to
do so.

Code of Ethics
--------------

         We have not, as of the date of this Report, adopted a code of ethics
applicable to our chief executive officer, chief financial officer, principal
accounting officer or controller, or persons performing similar functions. We
have not done so given the extremely limited size of our management team and
limited ongoing operations. To the extent that our operations increase and we
expand our management team, it is anticipated that we would adopt such a code of
ethics at that time.

                                       15
<PAGE>
Controls and  Procedures
------------------------

         We have effected disclosure controls and procedures (as defined in
Rules 13a-14(c) and 15d-14 of the Securities Exchange Act of 1934, as amended).
Based upon the review of said disclosure controls and procedures by our CEO and
CFO, we have determined said disclosure controls and procedures to be effective.

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.

Compliance with Section 16(a)
-----------------------------

         Section 16(a) of the Securities Exchange Act of 1934, as amended,
requires officers, directors and persons who own more than 10% of the equity
securities of certain publicly traded companies, to file reports of ownership
and changes in ownership of our equity securities of the company with whom they
are affiliated with the Securities and Exchange Commission. While we are not
subject to the provisions of Section 16(a) of the Securities Exchange Act, we
believe that our officers, directors and shareholders owning more than 10% of
our equity securities have voluntarily made such filings up through and
including December 31, 2002 and have furnished us with copies of the same.

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.

                                       16
<PAGE>
         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   OTHER
------------------         ----  ---------  -----  --------    -----  -----  ----   -----
<S>                        <C>    <C>       <C>     <C>        <C>    <C>    <C>    <C>
Lawrence S. Hartman        2000   $57,000   $0.00   $0.00      $0.00  $0.00  $0.00  $0.00
CEO, CFO and secretary     2001   $50,000   $0.00   $0.00      $0.00  $0.00  $0.00  $0.00
                           2002   $52,800   $0.00   $0.00      $0.00  $0.00  $0.00  $0.00
</TABLE>
----------
(1)  Mr. Hartman deferred $30,990 of his salary for the year 2000. In October
     2000, Mr. Hartman forgave $40,000 of deferred compensation. At December 31,
     2000, amounts due Mr. Hartman for deferred compensation was $9,260. 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.

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.

Directors' Compensation
-----------------------

         No compensation has been paid to inside directors for service in such
capacity in the past. Each independent director receives 200,000 shares of stock
upon appointment to the board (after reflecting an 8:1 forward stock split
effective as of November 10, 2000), receives annual compensation in the form of
40,000 shares (post split), and may be reimbursed for 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
2001 or 2002. 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.

Item 11  Security Ownership of Certain Beneficial Owners and Management

         As of December 31, 2002, we had 24,566,333 common shares issued and
outstanding. The following table sets forth the ownership, as of December 31,
2002, 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


                                       17
<PAGE>
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)       36.70%
                 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 & Whalsay Ltd.                 2,000,000(2)        8.14%
                 Oficentro La Sabana
                 Edificio #1, Piso #3
                 San Jose, Costa Rica

Common stock     Kailuamana Corp., SA               2,500,000(2)       10.17%
                 Oficentro La Sabana
                 Edificio #1, Piso #3
                 San Jose, Costa Rica

Common Stock     Arnie Malenenko                    2,800,000(3)       11.40%
                 2400 East Los Olas Blvd., #388
                 Ft. Lauderdale, FL 33301

All Officers and Directors as a Group
(2 Individuals)                                     9,280,000*          37.7%

----------
(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. is controlled by Dean Ward who is a principal of Baroda,
     the entity that has been our landlord and has permitted us to defer the
     payment of significant operating expenses. Kailuamana Corp. SA is
     controlled by George Guttierez, who is also a principal of Baroda.

(3)  Does not include 1,168,000 shares issuable to Mr. Malenenko, upon
     conversion of the convertible promissory note that he holds.

Changes in Control.

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

                                       18
<PAGE>
Item 12  Certain Relationships and Related Transactions.

         Our founders, Lawrence S. Hartman and Adam Zoblotsky, had each been
issued 22,400,000 of our post-split shares on July 15, 1999 in connection with
our formation. Messrs. Hartman and Zoblotsky were each granted options to
purchase an additional 12,000,000 of our shares at prices ranging from $.125 and
$.25 per share. Messrs. Hartman and Zoblotsky have surrendered these options to
us at the time that we offered our shares to investors pursuant to a private
offering in 2001. Mr. Hartman is currently our director, president, secretary,
chief executive and chief financial officer.

         In 1999 Mr. Hartman loaned us $17,736. This loan was not supported by a
promissory note but accrued interest at the rate of 10% per annum. Interest in
the amount of $839 ($339 in cash and $500 in the form of 4,000 of our common
shares) as well as the outstanding principal balance of $17,736 had been repaid
to Mr. Hartman in March of 2000.

         From the date of our inception through September 30, 2000, we paid Mr.
Hartman an annual salary of $60,000 per year. However, to save cash, Mr. Hartman
deferred $18,270 of his salary during 1999, $30,990 of his salary during the
year 2000, and $25,000 of his salary during the 2001 calendar year. From October
1, 2000 through December 31, 2001, Mr. Hartman's salary was set at $50,000 plus
a non-accountable expense allowance of $2,000 per month, to allow him to
continue to market our business and our brand name. The non-accountable expense
allowance was not considered salary for Mr. Hartman but was reimbursement for
personal funds expended for business purposes. Additionally, from February 2000
to October, 2000, Mr. Hartman received an automobile allowance of $500 per
month. For the fiscal year ending December 31, 2002, Mr. Hartman was paid a
monthly salary of $4,400.

         We loaned Mr. Hartman $25,000 as of October 20, 2000. This loan was not
supported by a promissory note. In exchange for this loan, Mr. Hartman forgave
$40,000 of deferred compensation and applied the same to the capital of our
company. This loan was forgiven by us in January 2002.

         In January of 2002, Mr. Hartman surrendered 13,360,000 shares of our
common stock to our treasury in exchange for the forgiveness of a $25,000 loan
that we had made to him. These shares were retired and cancelled. At that time
we issued Mr. Hartman options to purchase up to 4,000,000 shares of our common
stock at a price of $1.00 per share. These options do not expire.

         From the date of our inception through September 30, 2000, we paid Mr.
Zoblotsky an annual salary of $60,000 per year. However, to save cash, Mr.
Zoblotsky deferred $18,270 of his salary during 1999, $27,168 of his salary
during the year 2000, and $25,000 of his salary during the 2001 calendar year.
From October 1, 2000 we paid Mr. Zoblotsky an annual salary of $50,000 plus a
non-accountable expense allowance of $2,000 per month, to allow him to continue
to market our business and our brand name. The non-accountable expense allowance
was not considered salary for Mr. Zoblotsky but was


                                       19
<PAGE>

reimbursement for personal funds expended for business purposes. From February
2000 to October, 2000, we allowed Mr. Zoblotsky to use a company owned car.

         We loaned Mr. Zoblotsky $25,000 as of October 20, 2000. This loan was
not supported by a promissory note. In exchange for this loan, Mr. Zoblotsky
forgave $40,000 of deferred compensation and applied the same to the capital of
our company. This loan was forgiven by us in December 1, 2001 at the time Mr.
Zoblotsky resigned as our president and a member of our board of directors.

         In January of 2002, we transferred all of our right title and interest
in the Beverly Hills Film Festival plus certain items of office equipment valued
at approximately $10,700 to a company controlled by Mr. Zoblotsky, in exchange
for the surrender of 20,000,000 shares of our common stock and forgiveness of a
$25,000 loan that we had made to him. These shares were also retired and
cancelled.

         As of September 15, 2000, we loaned CRI, a company controlled by Mr.
Carl R. Ceragno, one of our directors, $6,500 pursuant to the terms of a
promissory note that bears interest at the rate of eight percent per annum.
Principal and interest was due on September 15, 2002 but has not been repaid as
of the date of this Report. As of the date of this Report, we have taken no
action to collect the outstanding balance of this loan and no assurance can be
given that this loan and the interest that has accrued thereon will ever be
repaid. As additional consideration for making this loan, CRI issued 50,000
shares of their common stock to us. CRI has filed a registration statement with
the SEC to register these and other shares. There is currently no publicly
traded market for these shares and we cannot offer any assurance that a publicly
traded market for these shares will ever develop.

         Kailuamana Corp., SA ("Kailuamana"), an entity that is controlled by
George Guttierez, currently owns 10.17% of our outstanding common shares that it
received from us in connection with an investment banking agreement that it
entered into with us in February of 2000. Mr. Guttierez is also currently
president and a control person of Baroda, an entity that had served as our
landlord pursuant to a Commercial Sublease and Services Agreement with Worldwide
(the "Sublease Agreement"). The principal officers of Baroda own approximately
19% of our issued and outstanding common shares through other entities that they
own or control. The Sublease Agreement provided Worldwide with approximately
6,000 square feet of office space as well as certain personnel and other
staffing and services for prescribed fees. Baroda permitted Worldwide to defer
$273,641 of payments in connection with the sublease agreement as of December
31, 2002 on an interest free basis. Baroda also provided services to us directly
during the year ending December 31, 2002, and has permitted us to defer $55,150
of payments in connection with the same, on an interest free basis. The
outstanding balances that we and Worldwide owe Baroda are not supported by a
promissory note and are not secured. Baroda continues to serve as Worldwide's
landlord and still permits Worldwide to defer the payments that it owes Baroda
pursuant to the Sublease Agreement. After January 20, 2003, Baroda is no longer
our landlord, but permits us to utilize a portion of its business space located
at Oficentro La Sabana, Edificio #1, Piso#3, San Jose, Costa Rica, without
charge. While we believe that Baroda will continue to permit us to utilize this
office space at no charge, and will continue to allow Worldwide to defer payment
of the ongoing expenses associated with its Sublease Agreement, no assurance can
be given that Baroda will do so.

                                       20
<PAGE>
         Dean Ward, a principal of Wye & Walsay, Ltd., is also a control person
of Baroda. Wye & Walsay, Ltd. currently owns 2,000,000 of our issued and
outstanding common share. Additionally, in April of 2002, Mr. Ward made a
gratuitous contribution of $16,000 to us, which had been treated for accounting
purposes as contributed capital.

Subsequent Events
-----------------

         On November 7, 2002, we entered into a Share Exchange Agreement with
IChance International, Inc. ("IChance") to sell our wholly owned subsidiary
Worldwide Management, Inc., for 21 million shares of IChance common stock, which
constituted approximately 88% of its outstanding common shares. The transaction
closed on January 20, 2003, on which date we changed our name from AngelCiti
Entertainment, Inc. to Omega Ventures, Inc. and IChance changed its name to
AngelCiti Entertainment, Inc. At that time AngelCiti became our majority owned
subsidiary.

Item 13  Exhibits and Reports on Form 8-K

         (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*
   16.1           Letter on Change in Certifying Accountant***
   21.1           Names of Subsidiaries
   23.1           Consent of Farber & Klein
                  (included in the opinion of Farber & Klein)*
   99.1           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.

Reports on Form 8-K

         Incorporated by reference.

         8-K      filed on November 18, 2002
         8-K      filed on January 29, 2003

                                       21
<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: April 4, 2003               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 and Chief Financial          April 4, 2003
Lawrence Hartman             Officer


/s/ Carl Ceragno
--------------------         Director                              April 4, 2003
Carl Ceragno

                                       22
<PAGE>
                                  Certification

I, Lawrence Hartman, further certify that:

         1.       I have reviewed this Annual Report on Form 10-KSB of Omega
                  Ventures, Inc.;

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

         3.       Based on my knowledge, the financial statements and other
                  financial information included in this Report fairly present
                  in all material respects the financial condition, results of
                  operations and cash flows of the registrant as of, and for,
                  the periods presented in this Report.

         4.       The registrant's other certifying officers, if any, and I are
                  responsible for establishing and maintaining disclosure
                  controls and procedures (as defined in Exchange Act Rules
                  13a-14 and 15d-14) for the registrant and we have:

                  a)       Designed such disclosure controls and procedures to
                           ensure that material information relating to the
                           registrant, including its consolidated subsidiaries,
                           is made known to us by others within those entities,
                           particularly during the period in which this Report
                           is being prepared;

                  b)       Evaluated the effectiveness of the registrant's
                           disclosure controls and procedures as of a date
                           within 90 days prior to the filing date of this
                           Report (the "Evaluation Date"); and

                  c)       Presented in this Report our conclusions about the
                           effectiveness of the disclosure controls and
                           procedures based on our evaluation as of the
                           Evaluation Date;

         5.       The registrant's other certifying officers, if any, and I have
                  disclosed, based on our most recent evaluation, to the
                  registrant's auditors and the audit committee of registrant's
                  board of directors (or persons performing the equivalent
                  function, if any):

                  a)       All significant deficiencies in the design or
                           operation of internal controls which could adversely
                           affect the registrant's ability to record, process,
                           summarize and report financial data and have
                           identified for the registrant's auditors any material
                           weaknesses in internal controls; and

                                       23
<PAGE>
                  b)       Any fraud, whether or not material, that involves
                           management or other employees who have a significant
                           role in the registrant's internal controls; and

         6.       The registrant's other certifying officers, if any, and I have
                  indicated in this Report whether or not there were significant
                  changes in internal controls or in other factors that could
                  significantly affect internal controls subsequent to the date
                  of our most recent evaluation, including any corrective
                  actions with regard to significant deficiencies and material
                  weaknesses.


                                             /s/ Lawrence Hartman
Dated: April 4, 2003                         -----------------------------------
                                             Lawrence Hartman, Chief Executive
                                             Officer and Chief Financial Officer

                                       24

<PAGE>
                       Omega Ventures, Inc. and Subsidiary
                      (F/K/A AngelCiti Entertainment, Inc.)

                        Consolidated Financial Statements

                                December 31, 2002

<PAGE>
                       Omega Ventures, Inc. and Subsidiary
                      (F/K/A AngelCiti Entertainment, Inc.)

                                    Contents
                                    --------


                                                                 Page(s)
                                                                 --------
Independent Auditors' Report                                      F-2

Independent Auditors' Report - Prior Auditors                     F-3

Consolidated Balance Sheet                                        F-4

Consolidated Statements of Operations                             F-5

Consolidated Statement of Stockholders' Deficiency                F-6

Consolidated Statements of Cash Flows                             F-7 - F-8

Notes to Consolidated Financial Statements                        F-9 - F-25



                                      F-1
<PAGE>


                          Independent Auditors' Report
                          ----------------------------


To the Board of Directors of:
    Omega Ventures, Inc.
    (F/K/A AngelCiti Entertainment, Inc.)

We have audited the accompanying consolidated balance sheet of Omega Ventures,
Inc. and Subsidiary (F/K/A AngelCiti Entertainment, Inc.) as of December 31,
2002 and the related consolidated statement of operations, changes in
stockholders' deficiency and cash flows for the year then ended. These
consolidated financial statements are the responsibility of the Company's
management. Our responsibility is to express an opinion on these consolidated
financial statements based on our audits. The financial statements as of
December 31, 2001 were audited by other auditors whose report dated March 12,
2002 on those statements included an explanatory paragraph describing conditions
that raised substantial doubt about the Company's ability to continue as a going
concern.

We conducted our audit in accordance with auditing standards generally accepted
in the United States of America. Those standards require that we plan and
perform the audit to obtain reasonable assurance about whether the consolidated
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 consolidated financial statement presentation. We believe
that our audit provides a reasonable basis for our opinion.

In our opinion, the consolidated financial statements referred to above present
fairly in all material respects, the financial position of Omega Ventures, Inc.
and Subsidiary (F/K/A AngelCiti Entertainment, Inc.) as of December 31, 2002,
and the results of its operations and its cash flows for the year ended, in
conformity with accounting principles generally accepted in the United States of
America.

The accompanying consolidated financial statements have been prepared assuming
that the Company will continue as a going concern. As discussed in Note 15 to
the consolidated financial statements, the Company has a net loss in 2002 of
$2,151,612, a working capital deficiency of $548,329 at December 31, 2002, a
stockholders' defiency of $512,731 an accumulated deficit of $3,391,423 at
December 31, 2002, and cash used in operations in 2002 of $502,912. These
factors raise substantial doubt about the Company's ability to continue as a
going concern. Management's Plan in regards to these matters is also described
in Note 15. The consolidated financial statements do not include any adjustments
that might result from the outcome of this uncertainty.



SALBERG & COMPANY, P.A.
Boca Raton, Florida
March 19, 2003


                                      F-2
<PAGE>
                              CHISHOLM & ASSOCIATES
                          CERTIFIED PUBLIC ACCOUNTANTS

A Professional                 P.O. Box 540216            Office (801) 292-8756
 Corporation                                              Fax (801) 292-8809
                       North Salt Lake, Utah 84054-0216

                          INDEPENDENT AUDITORS' REPORT
                          ----------------------------

The Board of Directors
Omega Ventures, Inc. (formerly Angelciti Mulitmedia, Inc.)

We have audited the accompanying balance sheet of Omega Ventures, Inc. (formerly
Angelciti Multimedia, Inc.) as of December 31, 2001, and the related statements
of operations, stockholders' equity (deficit), and cash flows for the years
ended December 31, 2001 and 2000. 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 auditing standards generally accepted
in the United States of America. 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. (formerly
AngelCiti Multimedia, Inc.) as of December 31, 2001, and the results of their
operations and cash flows for the years ended December 31, 2001 and 2000, in
conformity with accounting principles generally accepted in the United States of
America.

The accompanying financial statements have been prepared assuming that the
Company will continue as a going concern. As discussed in Note 11 to the
financial statements, the Company has minimal assets and has suffered recurring
losses to date, which raises substantial doubt about its ability to continue as
a going concern. Management's plans with regard to these matters are also
described in Note 11. The financial statements do not include any adjustments
that might result from the outcome of this uncertainty.

/s/ Chisholm & Associates
Chisholm & Associates, PC
North Salt Lake, Utah
March 12, 2002

            A Member of the AICPA, UACPA and the SEC Practice Section


                                      F-3
<PAGE>
                       OMEGA VENTURES, INC. AND SUBSIDIARY
                      (F/K/A ANGELCITI ENTERTAINMENT, INC.
                           CONSOLIDATED BALANCE SHEET
                                DECEMBER 31, 2002
                                -----------------


                                     ASSETS
                                     ------

CURRENT ASSETS
Cash                                                                $    44,595
Accounts receivable, net                                                  5,234
                                                                    -----------
TOTAL CURRENT ASSETS                                                     49,829
                                                                    -----------

EQUIPMENT, NET                                                           20,272
                                                                    -----------

OTHER ASSETS
Software license, net                                                    15,026
Deposit                                                                     300
                                                                    -----------
TOTAL OTHER ASSETS                                                       15,326
                                                                    -----------

TOTAL ASSETS                                                        $    85,427
                                                                    ===========

                    LIABILITIES AND STOCKHOLDERS' DEFICIENCY
                    ----------------------------------------

CURRENT LIABILITIES
Convertible note payable, related party                             $   146,000
Accrued interest payable, related party                                   6,806
Accounts payable                                                         20,467
Accrued royalty payable                                                  31,233
Loan payable                                                            328,791
Customer deposits and payouts due                                        52,534
Payroll taxes payroll                                                     7,557
Other liabilities                                                         4,770
                                                                    -----------

TOTAL CURRENT LIABILITIES                                               598,158
                                                                    -----------

STOCKHOLDERS' DEFICIENCY
Common stock, $0.01 par value, 60,000,000 shares authorized,
   24,566,333 shares issued and outstanding                             245,663
Additional paid-in capital                                            2,930,529
Accumulated deficit                                                  (3,391,423)
                                                                    -----------
                                                                       (215,231)
Less: deferred consulting expenses                                     (297,500)
                                                                    -----------
TOTAL STOCKHOLDERS' DEFICIENCY                                         (512,731)
                                                                    -----------

TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIENCY                      $    85,427
                                                                    ===========

           See accompanying notes to consolidated financial statements

                                      F-4
<PAGE>

                       OMEGA VENTURE, INC. AND SUBSIDIARY
                      (F/K/A ANGELCITI ENTERTAINMENT, INC.)
                      CONSOLIDATED STATEMENTS OF OPERATIONS
                     YEARS ENDED DECEMBER 31, 2002 AND 2001
                     --------------------------------------
<TABLE>
<CAPTION>

                                                                       2002           2001
                                                                  ------------    ------------
<S>                                                               <C>             <C>
CASINO REVENUES                                                   $    474,098    $         --
                                                                  ------------    ------------

OPERATING EXPENSES
Depreciation and amortization                                           82,732              --
Bad debt                                                               189,561              --
Consulting fees                                                        540,265              --
Investor relations                                                     500,000              --
Loss on stock rescission                                                70,257              --
Website maintenance                                                    300,000              --
Royalty fee                                                             84,756              --
General and administrative                                             845,095              --
                                                                  ------------    ------------
TOTAL OPERATING EXPENSES                                             2,612,666              --
                                                                  ------------    ------------

LOSS FROM OPERATIONS                                                (2,138,568)             --
                                                                  ------------    ------------

OTHER INCOME (EXPENSE)
Interest income                                                         55,783              --
Other income                                                            62,746              --
Interest expense                                                        (2,924)             --
Loss on sales of available for sale securities                         (26,649)             --
Loss on impairment of marketable securities                           (102,000)             --
                                                                  ------------    ------------
TOTAL OTHER INCOME (EXPENSE), NET                                      (13,044)             --
                                                                  ------------    ------------

TOTAL LOSS FROM CONTINUING OPERATIONS                               (2,151,612)             --
                                                                  ------------    ------------

DISCONTINUED OPERATIONS
Loss from discontinued operations                                           --        (382,249)
                                                                  ------------    ------------
TOTAL LOSS FROM DISCONTINUED OPERATIONS                                     --        (382,249)
                                                                  ------------    ------------

NET LOSS                                                          $ (2,151,612)   $   (382,249)
                                                                  ============    ============

Loss per share from continuing operations                                (0.08)             --
Loss per share from discontinued operations                                 --           (0.01)
                                                                  ------------    ------------

Net loss per share - basic and diluted                            $      (0.08)   $      (0.01)
                                                                  ============    ============

Weighted average number of shares outstanding during the year -
  basic and diluted                                                 26,389,161      56,766,166
                                                                  ============    ============
</TABLE>

           See accompanying notes to consolidated financial statements


                                      F-5
<PAGE>


                       OMEGA VENTURE, INC. AND SUBSIDIARY
                      (F/K/A ANGELCITI ENTERTAINMENT, INC.)
         CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' DEFICIENCY
         --------------------------------------------------------------
<TABLE>
<CAPTION>


                                                        Common Stock          Additional                   Deferred
                                                                                Paid-in     Accumulated   Consulting
                                                     Shares        Amount       Capital       Deficit       Expense       Total
                                                  -----------   -----------   -----------   -----------   -----------   -----------
<S>                                                <C>          <C>           <C>           <C>           <C>           <C>
Balance, December 31, 2000                         56,323,800   $   563,238   $   648,833   $  (857,562)  $        --   $   354,509

Fractional shares from stock split                       (600)           (6)            6            --            --            --

Issuance of common stock issued for legal services    300,000         3,000         4,499            --            --   $     7,499

Issuance of common stock for prepaid consulting
   agreements                                       1,300,000        13,000     1,287,000            --            --     1,300,000

Issuance of common stock for notes and securities   1,300,000        13,000     1,287,000            --            --     1,300,000

Issuance of common stock for cash                      15,000           150        14,850            --            --        15,000

Contributions of officers salaries in lieu of cash         --            --        48,548            --            --        48,548

Net loss, 2001                                             --            --            --      (382,249)           --      (382,249)
                                                  -----------   -----------   -----------   -----------   -----------   -----------

Balance, December 31, 2001                         59,238,200   $   592,382   $ 3,290,736   $(1,239,811)  $        --   $ 2,643,307

Donated common shares                                (640,000)       (6,400)        6,400            --            --            --

Cancellation of shares - related parties          (33,360,000)     (333,600)      278,156            --            --       (55,444)

Abandonment of property and equipment -
  related party                                            --            --       (10,715)           --            --       (10,715)

Contributed capital                                        --            --        16,000            --            --        16,000

Deferred license fees                                      --            --       297,500            --      (297,500)           --

Rescission of shares and cancellation of
  notes receivable                                 (1,236,667)      (12,367)   (1,224,300)           --            --    (1,236,667)

Stock issued for cash                                 564,800         5,648       276,752            --            --       282,400

Net loss, 2002                                             --            --            --    (2,151,612)           --    (2,151,612)
                                                  -----------   -----------   -----------   -----------   -----------   -----------

BALANCE, DECEMBER 31, 2002                         24,566,333   $   245,663   $ 2,930,529   $(3,391,423)  $  (297,500)  $  (512,731)
                                                  ===========   ===========   ===========   ===========   ===========   ===========
</TABLE>


           See accompanying notes to consolidated financial statements

                                      F-6
<PAGE>

                       OMEGA VENTURES, INC. AND SUBSIDIARY
                      (F/K/A ANGELCITI ENTERTAINMENT, INC.)
                      CONSOLIDATED STATEMENTS OF CASH FLOWS
                     YEARS ENDED DECEMBER 31, 2002 AND 2001
                     --------------------------------------
<TABLE>
<CAPTION>

                                                                                 2002         2001
                                                                             -----------   -----------
<S>                                                                          <C>           <C>
CASH FLOWS FROM OPERATING ACTIVITIES
Net loss                                                                     $(2,151,612)  $  (382,249)
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation and amortization                                                     82,732        15,984
Bad debt expense                                                                 189,561            --
Amortization of deferred consulting expenses                                   1,300,000            --
Loss on stock rescission                                                          70,257            --
Loss on sales of available for sale marketable securities                         26,649         7,777
Loss on impairment of marketable securities                                      102,000            --
Stock issued for services                                                             --         7,499
Holding losses on trading securities                                                  --       (58,372)
Interest income from cancelled notes receivable                                  (58,061)           --
Changes in operating assets and liabilities:
(Increase) decrease in:
Accounts receivable, net                                                        (188,295)           --
Other receivable                                                                      --         1,270
Accrued interest receivable                                                           --       (16,197)
Prepaid expenses                                                                   6,065       112,993
Other assets                                                                       4,586            --
Marketable securities                                                                 --        10,949
Increase (decrease) in:
Accounts payable and accrued liabilities                                         113,206        26,345
Deferred revenue                                                                      --       (57,528)
                                                                             -----------   -----------
NET CASH USED IN OPERATING ACTIVITIES                                           (502,912)     (331,529)
                                                                             -----------   -----------

CASH FLOWS FROM INVESTING ACTIVITIES
Purchase of equipment                                                            (28,000)           --
Purchase of software license                                                     (90,030)           --
Proceeds from sales of available for sale securities                              37,783            --
                                                                             -----------   -----------
NET CASH (USED IN) INVESTING ACTIVITIES                                          (80,247)           --
                                                                             -----------   -----------

CASH FLOWS FROM FINANCING ACTIVITIES
Proceeds from issuance of common stock                                           282,400        15,000
Contributed capital                                                               16,000            --
Repayments on convertible notes payable, related party                                --        (4,000)
Proceeds from loan payable                                                       328,791            --
                                                                             -----------   -----------
NET CASH PROVIDED BY FINANCING ACTIVITIES                                        627,191        11,000
                                                                             -----------   -----------

Net Increase (Decrease) in Cash                                                   44,032      (320,529)

Cash and Cash Equivalents at Beginning of Year                                       563       321,092
                                                                             -----------   -----------

CASH AND CASH EQUIVALENTS AT END OF YEAR                                     $    44,595   $       563
                                                                             ===========   ===========
</TABLE>

           See accompanying notes to consolidated financial statements

                                      F-7
<PAGE>

                       OMEGA VENTURES, INC. AND SUBSIDIARY
                      (F/K/A ANGELCITI ENTERTAINMENT, INC.)
                      CONSOLIDATED STATEMENTS OF CASH FLOWS
                     YEARS ENDED DECEMBER 31, 2002 AND 2001
                     --------------------------------------


 SUPPLEMENTAL DISCLOSURE OF NON-CASH INVESTING AND FINANCING ACTIVITIES:
 -----------------------------------------------------------------------

                                                       2002             2001
                                                   -----------       ----------
 Cash paid for:
                Interest                           $       --        $    2,955
                                                   ==========        ==========
                Income taxes                       $       --        $      800
                                                   ===========       ==========

 During 2001, the Company received contributions of officer's salaries in lieu
 of cash payments totaling $48,548.

 During 2001, the Company issued 1,300,000 shares of common stock having a fair
 value of $1,300,000 in exchange for future services.

 In January 2002, the Company cancelled and retired $55,444 of notes receivable,
 including accrued interest related to common stock previously issued to
 corporate officers. (See Note 10)

 On July 16, 2002, the Company cancelled and retired 1,236,667 shares of common
 stock having a fair value of $1,236,667 in connection with the cancellation of
 related notes receivable. Additionally, as a result of the cancellation, the
 Company recognized a loss on stock rescission of $70,257. (See Note 9(A))

 During the year ended December 31, 2002, the Company recorded $297,500 in
 deferred consulting expenses in connection with certain options granted to the
 software licensor. (See Note 9(A))

During the year ended December 31, 2002, the Company recorded $10,715 related to
the abandonment of certain equipment and the cancellation of a $25,000
subscription note receivable with a former officer. (See Notes 9(A) and 10)

 During the year ended December 31, 2002, a former consultant to the Company
 donated 640,000 shares of the Company's common stock back to the Company having
 a fair value of $6,400, accounted for as contributed capital. (See Note 9(A))


           See accompanying notes to consolidated financial statements


                                      F-8
<PAGE>

                       OMEGA VENTURES, INC. AND SUBSIDIARY
                      (F/K/A ANGELCITI ENTERTAINMENT, INC.)
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                DECEMBER 31, 2002
                                -----------------


NOTE 1   NATURE OF OPERATIONS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
----------------------------------------------------------------------------

         (A) NATURE OF OPERATIONS

         Omega Ventures, Inc. (F/K/A AngelCiti Entertainment, Inc.) was
         incorporated in the state of Nevada on May 14, 1999 with its primary
         operations located in Southern California through the end of 2001. In
         2002, in connection with its change in business (see below) AngelCiti
         Entertainment, Inc. moved its corporate offices to San Jose, Costa
         Rica. The Board voted to change the name of the Company to AngelCiti
         Entertainment, Inc. N/K/A Omega Ventures, Inc. In January 2002, the
         name change was approved by a vote of the shareholders. AngelCiti
         Entertainment, Inc.'s N/K/A Omega Ventures, Inc. wholly-owned
         subsidiary, Worldwide Management S.A. D/B/A Worldwide Capital Holdings,
         was incorporated in Costa Rica, and acquired by AngelCiti
         Entertainment, Inc. N/K/A Omega Ventures, Inc. in January 2002. The
         transaction was accounted for as a recapitalization since the acquiree
         was a newly formed corporation with no operating business and nominal
         assets. On January 20, 2003, the Company changed its name to Omega
         Ventures, Inc. Omega Ventures, Inc. and its wholly-owned subsidiary,
         Worldwide Management S.A., (D/B/A Worldwide Capital Holdings) herein
         after will be collectively referred to as the "Company."

         The Company offers software-based games of chance and sports wagering
         facilities on a worldwide basis through the Internet. The Company uses
         state-of-the-art casino gaming software under a license arrangement
         with a casino software development company (see Notes 5(A) and 13). The
         Company launched its internet gaming operations on May 2, 2002. There
         are significant legislative risks and uncertainties regarding on-line
         gaming operations (see Note 6).

         On January 20, 2003, Omega Ventures, Inc. sold its subsidiary,
         Worldwide, to a publicly traded company for an 87.9% interest in that
         company (see Note 16).

         (B) PRINCIPLES OF CONSOLIDATION

         The consolidated financial statements include the accounts of AngelCiti
         Entertainment, Inc. and its wholly-owned Subsidiary, Worldwide
         Management S.A. (D/B/A Worldwide Capital Holdings). All significant
         intercompany accounts and transactions have been eliminated in
         consolidation.

         (C) USE OF ESTIMATES

         The preparation of consolidated financial statements in conformity with
         accounting principles generally accepted in the United States of
         America requires management to make estimates and assumptions that
         affect the reported amounts of assets and liabilities and disclosure of
         contingent assets and liabilities at the date of the consolidated
         financial statements and the reported amounts of revenues and expenses
         during the reporting period. Actual results could differ from those
         estimates. Significant estimates at December 31, 2002 include the
         allowance for doubtful accounts, the amortization period, and
         recoverability of the software license. (See Notes 3, 5, and 9)

                                      F-9
<PAGE>

                       OMEGA VENTURES, INC. AND SUBSIDIARY
                      (F/K/A ANGELCITI ENTERTAINMENT, INC.)
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                DECEMBER 31, 2002
                                -----------------

         (D) CASH AND CASH EQUIVALENTS

         For purposes of the consolidated cash flow statements, the Company
         considers all highly liquid investments with maturities of three months
         or less at the time of purchase to be cash equivalents.

         (E) 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).

         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.

         (F) CONCENTRATION OF CREDIT RISK

         The Company maintains its cash in bank deposit accounts, which, at
         times, exceed federally insured limits. As of December 31, 2002, the
         Company did not have any deposits in excess of federally insured
         limits. The Company has not experienced any losses in such accounts
         through December 31, 2002.

         (G) EQUIPMENT

         Equipment is stated at cost, less accumulated depreciation.
         Expenditures for repairs and maintenance are charged to expense as
         incurred. Depreciation is provided using a straight-line method over
         the estimated useful lives of the related assets of five years.

         (H) INTANGIBLE ASSET

         Intangibles are carried at cost less accumulated amortization. The cost
         of other identified intangibles is the Software License. The asset is
         being amortized on a straight-line basis over one year. (See Note 5)

         (I) LONG-LIVED ASSETS

         The Company reviews long-lived assets and certain identifiable assets
         related to those assets for impairment whenever circumstances and
         situations change such that there is an indication that the carrying
         amounts may not be recoverable. If the undiscounted future cash flows
         of the long-lived assets are less than the carrying amount, their
         carrying amounts is reduced to fair value and an impairment loss is
         recognized.

                                      F-10
<PAGE>

                       OMEGA VENTURES, INC. AND SUBSIDIARY
                      (F/K/A ANGELCITI ENTERTAINMENT, INC.)
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                DECEMBER 31, 2002
                                -----------------

         (J) STOCK-BASED COMPENSATION

         The Company accounts for stock options issued to employees in
         accordance with the provisions of Accounting Principles Board ("APB")
         Opinion No. 25, "Accounting for Stock Issued to Employees," and related
         interpretations. As such, compensation cost is measured on the date of
         grant as the excess of the current market price of the underlying stock
         over the exercise price. Such compensation amounts are amortized over
         the respective vesting periods of the option grant. The Company adopted
         the disclosure provisions of SFAS No. 123, "Accounting for Stock-Based
         Compensation" and SFAS No. 148, "Accounting for Stock Based
         Compensation - Transition and Disclosure," which permits entities to
         provide pro forma net income (loss) and pro forma earnings (loss) per
         share disclosures for employee stock option grants as if the
         fair-valued based method defined in SFAS No. 123 had been applied.

         The Company accounts for stock options issued to non-employees for
         goods or services in accordance with SFAS 123.

         (K) REVENUE RECOGNITION

         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 $25,991,878 for the year ended
         December 31, 2002. The relationship of revenues to handle ("hold
         percentage") was 1.82% for the year ended December 31, 2002.

         (L) ADVERTISING

         In accordance with Accounting Standards Executive Committee Statement
         of Position 93-7, ("SOP 93-7") costs incurred for producing and
         communicating advertising of the Company, are charged to operations as
         incurred. Advertising expense for the year ended December 31, 2002 was
         $82,908.

         (M) INCOME TAXES

         The Company accounts for income taxes under the Financial Accounting
         Standards Board Statement of 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.

                                      F-11
<PAGE>

                       OMEGA VENTURES, INC. AND SUBSIDIARY
                      (F/K/A ANGELCITI ENTERTAINMENT, INC.)
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                DECEMBER 31, 2002
                                -----------------

         (N) EARNINGS PER SHARE

         In accordance with, Statement of Financial Accounting Standards No. 128
         "Earnings per Share", basic earnings per share is computed by dividing
         the net income less preferred dividends for the period by the weighted
         average number of common shares outstanding. Diluted earnings per share
         is computed by dividing net income less preferred dividends by the
         weighted average number of common shares outstanding including the
         effect of common stock equivalents. Common stock equivalents,
         consisting of stock options and warrants, have not been included in the
         calculation, as their effect is antidilutive for the periods presented.
         At December 31, 2002, there were 5,280,000 common stock options
         outstanding (see Notes 5(D) and 9(B)), which could potentially dilute
         future earnings per share.

         (O) FAIR VALUE OF FINANCIAL INSTRUMENTS

         Statement of Financial Accounting Standards No. 107, "Disclosures about
         Fair Value of Financial Instruments," requires disclosures of
         information about the fair value of certain financial instruments for
         which it is practicable to estimate that value. For purposes of this
         disclosure, the fair value of a financial instrument is the amount at
         which the instrument could be exchanged in a current transaction
         between willing parties, other than in a forced sale or liquidation.

         The carrying amounts of the Company's short-term financial instruments,
         including accounts receivable, accounts payable, convertible note
         payable-related party, accrued interest payable-related party, accrued
         royalty payable, and loan payable approximate fair value due to the
         relatively short period to maturity for these instruments.

         (P) RECENT ACCOUNTING PRONOUNCEMENTS

         The Financial Accounting Standards Board has recently issued several
         new accounting pronouncements, which may apply, to the Company.

         Statement No. 141 "Business Combinations" establishes revised standards
         for accounting for business combinations. Specifically, the statement
         eliminates the pooling method, provides new guidance for recognizing
         intangible assets arising in a business combination, and calls for
         disclosure of considerably more information about a business
         combination. This statement is effective for business combinations
         initiated on or after July 1, 2001. The adoption of this pronouncement
         on July 1, 2001 did not have a material effect on the Company's
         financial position, results of operations or liquidity.

         Statement No. 142 "Goodwill and Other Intangible Assets" provides new
         guidance concerning the accounting for the acquisition of intangibles,
         except those acquired in a business combination, which is subject to
         SFAS 141, and the manner in which intangibles and goodwill should be
         accounted for subsequent to their initial recognition. Generally,
         intangible assets with indefinite lives, and goodwill, are no longer
         amortized; they are carried at lower of cost or market and subject to
         annual impairment evaluation, or interim impairment evaluation if an
         interim triggering event occurs, using a new fair market value method.
         Intangible assets with finite lives are amortized over those lives,
         with no stipulated maximum, and an impairment test is performed only
         when a triggering event occurs. This statement is effective for all
         fiscal years beginning after December 15, 2001. The adoption of this
         pronouncement on January 1, 2002 did not have a material effect on the
         Company's financial position, results of operations or liquidity.

                                      F-12
<PAGE>

                       OMEGA VENTURES, INC. AND SUBSIDIARY
                      (F/K/A ANGELCITI ENTERTAINMENT, INC.)
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                DECEMBER 31, 2002
                                -----------------

         In August 2001, the FASB issued SFAS No. 143, "Accounting for Asset
         Retirement Obligations." The standard requires entities to record the
         fair value of a liability for an asset retirement obligation in the
         period in which it is incurred. When the liability is initially
         recorded, the entity capitalizes a cost by increasing the carrying
         amount of the related long-lived asset. Over time, the liability is
         accreted to its present value each period, and the capitalized cost is
         depreciated over the useful life of the related asset. Upon settlement
         of the liability, an entity either settles the obligation for its
         recorded amount or incurs a gain or loss upon settlement. The standard
         is effective for fiscal years beginning after June 15, 2002. The
         adoption of SFAS No. 143 is not expected to have a material impact on
         the Company's financial position, results of operations, or liquidity.

         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 this
         pronouncement on January 1, 2002 did not have a material effect on the
         Company's financial position, results of operations or liquidity.

         Statement No. 145, "Rescission of FASB Statements No. 4, 44, and 64,
         Amendment of FASB Statement No. 13, and Technical Corrections," ("SFAS
         145") updates, clarifies, and simplifies existing accounting
         pronouncements. Statement No. 145 rescinds Statement 4, which required
         all gains and losses from extinguishment of debt to be aggregated and,
         if material, classified as an extraordinary item, net of related income
         tax effect. As a result, the criteria in Opinion 30 will now be used to
         classify those gains and losses. Statement 64 amended Statement 4, and
         is no longer necessary because Statement 4 has been rescinded.
         Statement 44 was issued to establish accounting requirements for the
         effects of transition to the provisions of the motor Carrier Act of
         1980. Because the transition has been completed, Statement 44 is no
         longer necessary. Statement 145 amends Statement 13 to require that
         certain lease modifications that have economic effects similar to
         sale-leaseback transactions be accounted for in the same manner as
         sale-leaseback transactions. This amendment is consistent with FASB's
         goal requiring similar accounting treatment for transactions that have
         similar economic effects. This statement is effective for fiscal years
         beginning after May 15, 2002. The adoption of SFAS 145 is not expected
         to have a material impact on the Company's financial position, results
         of operations or liquidity.

                                      F-13
<PAGE>

                       OMEGA VENTURES, INC. AND SUBSIDIARY
                      (F/K/A ANGELCITI ENTERTAINMENT, INC.)
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                DECEMBER 31, 2002
                                -----------------

         Statement No. 146, "Accounting for Exit or Disposal Activities" ("SFAS
         146") addresses the recognition, measurement, and reporting of cost
         that are associated with exit and disposal activities that are
         currently accounted for pursuant to the guidelines set forth in EITF
         94-3, "Liability Recognition for Certain Employee Termination Benefits
         and Other Costs to exit an Activity (including Certain Cost Incurred in
         a Restructuring)," cost related to terminating a contract that is not a
         capital lease and one-time benefit arrangements received by employees
         who are involuntarily terminated - nullifying the guidance under EITF
         94-3. Under SFAS 146, the cost associated with an exit or disposal
         activity is recognized in the periods in which it is incurred rather
         than at the date the Company committed to the exit plan. This statement
         is effective for exit or disposal activities initiated after December
         31, 2002 with earlier application encouraged. The adoption of SFAS 146
         is not expected to have a material impact on the Company's financial
         position, results of operations or liquidity.

         Statement No. 148, "Accounting for Stock-Based Compensation--Transition
         and Disclosure", amends FASB Statement No. 123, "Accounting for
         Stock-Based Compensation." In response to a growing number of companies
         announcing plans to record expenses for the fair value of stock
         options, Statement 148 provides alternative methods of transition for a
         voluntary change to the fair value based method of accounting for
         stock-based employee compensation. In addition, Statement 148 amends
         the disclosure requirements of Statement 123 to require more prominent
         and more frequent disclosures in financial statements about the effects
         of stock-based compensation. The Statement also improves the timeliness
         of those disclosures by requiring that this information be included in
         interim as well as annual financial statements. In the past, companies
         were required to make pro forma disclosures only in annual financial
         statements. The transition guidance and annual disclosure provisions of
         Statement 148 are effective for fiscal years ending after December 15,
         2002, with earlier application permitted in certain circumstances. The
         interim disclosure provisions are effective for financial reports
         containing financial statements for interim periods beginning after
         December 15, 2002. The Company adopted the disclosure provisions of
         Statement 148 for the year ended December 31, 2002, but will continue
         to use the method under APB 25 in accounting for stock options. The
         adoption of the disclosure provisions of Statement 148 did not have a
         material impact on the Company's financial position, results of
         operations or liquidity.

         (Q) RECLASSIFICATIONS

         Certain amounts in the 2001 consolidated financials statements have
         been reclassified to conform to the 2002 presentation.

NOTE 2   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, 2002, with unrealized gains (losses) reported as other
comprehensive income (loss) in a separate component of stockholders' equity
(deficiency) until they are sold. Any realized gains or losses are included in
net earnings (loss) at the time of sale.

The composition of marketable securities at December 31, 2002 is as follows:

                                        Cost         Fair Value
                                     ---------      ------------
         Common stock                $ 102,000        $      --
                                     =========        =========

                                      F-14
<PAGE>

                       OMEGA VENTURES, INC. AND SUBSIDIARY
                      (F/K/A ANGELCITI ENTERTAINMENT, INC.)
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                DECEMBER 31, 2002
                                -----------------

There was no investment income or expense for the year ended December 31, 2002.

As of December 31, 2002, the Company applied SFAS No. 115 and determined that
all available for sale securities on hand, due to their restricted status and
current market conditions, had been permanently impaired, establishing a new
cost basis of zero. An impairment loss of $102,000 was recognized in operations
during the year ended December 31, 2002.

During the year ended December 31, 2002, the Company sold various available for
sale securities for proceeds of $37,783 and recognized a loss of $26,649 related
to the sale of these securities.

NOTE 3   ACCOUNTS RECEIVABLE AND ALLOWANCE FOR CHARGEBACKS
----------------------------------------------------------

The Company records accounts receivable from its credit card processors. The
processors holdback a stipulated percentage of amounts due to the Company based
on their historical chargeback experience for the industry. The holdback reserve
is maintained by the processors on a rolling basis with funds generally released
after six months. Reserves range from 7% to 10% of charges based on the
chargeback experience of the gaming industry. Since the gaming industry as a
whole has experienced a high percentage of chargebacks for customer accounts,
and the holdback reserve is based on historical experience of the merchant
banks, the Company has reserved 100% of its holdback accounts receivable as of
December 31, 2002.

During the year ended December 31, 2002, the Company recorded a bad debt expense
for the holdback of $113,095.

Accounts receivable at December 31, 2002 was as follows:

          Accounts receivable                       $  118,329
          Allowance for chargebacks                   (113,095)
                                                    ----------
          ACCOUNTS RECEIVABLE, NET                  $    5,234
                                                    ==========

Bad debt expense relating to other uncollectible receivables written-off was
$76,466 for the year ended December 31, 2002. The total bad debt expense for
2002 was $189,561.

NOTE 4   EQUIPMENT
------------------

During February 2002, the Company acquired a computer server for $28,000 to
operate its online casino software.

Equipment at December 31, 2002 is as follows:

          Computer equipment                        $   28,000
          Less accumulated depreciation                 (7,728)
                                                    ----------
          EQUIPMENT, NET                            $   20,272
                                                    ==========

Depreciation expense for the year ended December 31, 2002 was $7,728.

                                      F-15
<PAGE>

                       OMEGA VENTURES, INC. AND SUBSIDIARY
                      (F/K/A ANGELCITI ENTERTAINMENT, INC.)
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                DECEMBER 31, 2002
                                -----------------

NOTE 5   SOFTWARE LICENSE
-------------------------

         (A) TERM AND PAYMENT

         On February 26, 2002, the Company entered into a software license
         agreement (the "Agreement") for online gaming casino software. Under
         the terms of the Agreement, the license will remain in effect for a
         period of one year and automatically renew for successive one year
         periods as stipulated in the Agreement. The initial one-time software
         fee is $90,030 payable on a stipulated schedule. As of December 31,
         2002, the Company had paid $90,000 and a miscellaneous $30 fee to the
         software licensor.

         Software License at December 31, 2002 consisted of the following:

          Software License                           $  90,030
          Less accumulated amortization                (75,004)
                                                     ---------
          SOFTWARE LICENSE, NET                      $  15,026
                                                     =========

         Amortization expense is recognized over the initial one-year contract
         period and was $75,004 for the year ended December 31, 2002.

         The estimated aggregate amortization expense for each of the five
         succeeding fiscal years is as follows:

          2003                                       $  15,026
          Thereafter                                        --
                                                     ---------
                                                     $  15,026
                                                     =========

         (B) MONTHLY ROYALTY PERCENTAGE

         Based on the previous month's adjusted monthly net win, the Company
         will be subject to a payment, equivalent to a percentage of the
         adjusted monthly net win, payable to the software licensor, as
         stipulated in the Agreement. As of December 31, 2002, the Company
         accrued $31,233 as a royalty payable.

         (C) COMMITMENT FOR MINIMUM ROYALTY PAYMENT

         Commencing after a six month grace period for "ramp-up" from "live"
         date in May 2002, the Company is committed to a minimum royalty payment
         of $10,000 per month for months seven through twelve. Should the
         software license be renewed as previously discussed, the Company will
         be committed under the same terms as currently in force. This minimum
         royalty payment commenced in November 2002. During the year ended
         December 31, 2002, the Company paid $84,756 in related royalty fees.

                                      F-16
<PAGE>

                       OMEGA VENTURES, INC. AND SUBSIDIARY
                      (F/K/A ANGELCITI ENTERTAINMENT, INC.)
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                DECEMBER 31, 2002
                                -----------------

         (D) STOCK OPTIONS

         Under the terms of the agreement, the Company has granted an option to
         purchase 450,000 shares of common stock to the software licensor. The
         exercise price is the lower of (a) $.30 per share or (b) the lowest
         share price granted or issued to any other party following the date of
         the signed agreement for the software purchase. These options will vest
         on the earlier of the closing of the Company's initial public offering
         or change in control of the Company. In connection with SFAS No. 123
         and due to the inability to estimate the fair market value of the
         options since certain terms are contingent on future events, the
         Company has used the intrinsic value method to estimate the fair value
         of the options granted (see Note 9(B)). The following assumptions were
         used:

         Fair value based on recent cash offerings              $     0.50
         Exercise price (lower of (a) or (b) above)                   0.30
                                                                ----------
         Differential                                           $     0.20

         Total Shares                                              450,000
                                                                ----------

         Fair value                                             $   90,000
                                                                ==========

         The Company has also granted an option to purchase $415,000 worth of
         common stock to the software licensor. The exercise price is the lower
         of 50% of (a) the closing price on the date which the Company undergoes
         an initial public offering or (b) such closing price on each vesting
         date, with one-third of such options vesting each on the 6th , 12th and
         18th months following such initial public offering.

         According to EITF 96-18, the measurement date (February 26, 2002) is
         determined to be the date in which the software was delivered for use.
         Since the terms of this stock purchase indicate a performance
         commitment (future initial public offering), the fair value method can
         not be used to value the stock options granted because of the
         uncertainty of the exercise price. In connection with SFAS No. 123, the
         Company has used the intrinsic value method to estimate the fair value
         of the options granted (see Note 9(B)). The following assumptions were
         used:

         Total value of common stock                                  $  415,000
         Divided by the fair value based on recent cash offering            0.50
                                                                      ----------

         Equivalent shares                                               830,000
                                                                      ----------
         Fair value based on recent cash offering                     $     0.50
         Exercise price (lower of (a) or (b) above)                         0.25
                                                                      ----------
         Differential                                                       0.25

         Total shares                                                    830,000
                                                                      ----------

         Fair value                                                   $  207,500
                                                                      ==========

         As a result of the above transactions, the company has recorded
         $297,500 of deferred consulting expenses and additional paid-in capital
         of $297,500 (see Note 9(A)). As of December 31, 2002, the Company has
         not recognized any compensation expense due to the performance
         commitment.

                                      F-17
<PAGE>

                       OMEGA VENTURES, INC. AND SUBSIDIARY
                      (F/K/A ANGELCITI ENTERTAINMENT, INC.)
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                DECEMBER 31, 2002
                                -----------------

NOTE 6   CONTINGENCIES
----------------------

         Online casino operations are subject to applicable laws in the
jurisdictions in which they offer services. While some jurisdictions have
attempted to restrict or prohibit Internet gaming, other jurisdictions, such as
several Caribbean countries, Australia and certain Native American territories,
have taken the position that Internet gaming is legal and/or have adopted or are
in the process of reviewing legislation to regulate Internet gaming in such
jurisdictions. As companies and consumers involved in Internet gaming are
located around the globe, there is uncertainty regarding exactly which
government has jurisdiction or authority to regulate or legislate with respect
to various aspects of the industry. Furthermore, it may be difficult to identify
of differentiate gaming-related transactions from other Internet activities and
link those transmissions to specific users, in turn making enforcement of
legislation aimed at restricting Internet gaming activities difficult. The
uncertainty surrounding the regulation of Internet gaming could have a material
adverse effect on our business, revenues, operating results and financial
condition.

         On March 8, 2001, the government of the United Kingdom ("UK") announced
that effective January 1, 2001, the current 6.75% "betting duty" that it passed
onto a player, and 9% "total betting duty" would be eliminated. The UK
government believed that this tax reform was necessary for UK companies to
compete with the offshore market, which already offered bettors "duty free"
gambling, and to help regulate the UK bookmaking industry. The reform was also
intended to bring home major UK bookmakers who had fled to offshore tax havens
such as Gibraltar, Malta, Antigua and Alderney. As a result of this legislation,
a UK government issued "Bookmakers Permit" was required to accept wagers and UK
based bookmakers could now operate Internet bookmaking websites without
collecting the betting duty. These reforms are expected to make the UK a
significant hub of gaming. It is anticipated that their official entry into
online gaming could put pressure on the United States and other governments
towards regulating the industry.

         In the future, governments in the United States or other jurisdictions
may adopt legislation that restricts or prohibits Internet gambling. After
similar bills failed to pass in 1998, the United States Senate passed a bill
intended to prohibit and criminalize Internet gambling (other than certain state
regulated industries) in November 1999. A similar bill failed to pass the House
of Representatives. In 2002, Senator Goodlatte sponsored a bill to prohibit
online gambling, which once again did not pass through Congress. No assurance
can be given that such a bill will not ultimately be enacted and become law. In
addition, current U.S. federal and state laws could be construed to prohibit or
restrict online gaming and there is a risk that governmental authorities could
view online casinos as having violated such laws. Several state Attorneys
General and court decisions have upheld the applicability of state anti-gambling
laws to Internet casino companies. Accordingly, there is a risk that criminal or
civil proceedings could be initiated in the United States or other jurisdictions
against online casinos and/or their employees, and such proceedings could
involve substantial litigation expense, penalties, fines, diversion of the
attention of key executives, injunctions or other prohibitions being invoked
against online casinos and/or their employees. Such proceedings could have a
material adverse effect on AngelCiti's business, revenues, operating results and
financial condition and the business, revenues, operating results and financial
condition of those entities that do business with Angelciti and us. In addition,
as electronic commerce further develops, it too may be the subject of government
regulation. Current laws, which pre-date or are incompatible with Internet
electronic commerce may be enforced in a manner that restricts the electronic
commerce markets. Any such developments could have a material adverse effect on
our business, revenues, operating results and financial condition. AngelCiti
intends to minimize these potential legal risks by continuing to conduct its
Internet business from offshore locations that permit online gaming and by
increasing its marketing efforts in Asia and other foreign jurisdictions. There
is no assurance, however, that these efforts will be successful in mitigating
the substantial legal risks and uncertainties associated with the Internet
gaming business.

         AngelCiti, through Worldwide, its wholly owned subsidiary, is an
administrator of online casinos and sub-licensor of online gaming software. It
does not own online casinos. Its management does not believe that its operations
are directly subject to Costa Rican or other regulations or laws governing the
online gaming industry. However, given Worldwide's business relationship with
customers who do own such online casinos, no assurance can be given that the
Costa Rican government or any other jurisdiction will not take the position that
we, AngelCiti, and/or Worldwide are subject to their regulations governing
online gaming operations. Worldwide's sole customer owns online casinos that are
subject to the laws of Costa Rica, where recently enacted legislation now
requires gaming licenses as a condition of conducting business. Licensing fees
are currently imposed on a one-time basis but renewals may be required on an
annual or other basis in the future. In any event, the newly enacted licensing
requirements in Costa Rica now represent a significant increase in the cost of
doing business.

         Although management of AngelCiti believes that the operations of
Worldwide do not require a gaming license, both Worldwide and its sole customer
currently operate their respective businesses under the gaming license of
Commercial LT Baroda, SA ("Baroda"), pursuant to the terms of Worldwide's
Sublease and Service Agreement with Baroda, as amended. To the extent that the
Costa Rican government determines that a gaming license is required for
Worldwide to conduct its business, no assurance can be given that the Costa
Rican government will permit Worldwide and/or its sole customer to operate their
respective businesses under Baroda's gaming license. In such event, Worldwide
and/or its sole customer may each be required to obtain a gaming license as a
condition of doing business in Costa Rica. Such a requirement could have a
material adverse effect on our business, the business of Angelciti, Worldwide
and Worldwide's sole customer, and could result in the termination of the
current operations of each of the aforementioned companies.

                                      F-18
<PAGE>


                       OMEGA VENTURES, INC. AND SUBSIDIARY
                      (F/K/A ANGELCITI ENTERTAINMENT, INC.)
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                DECEMBER 31, 2002
                                -----------------
electronic commerce market. Any such developments could have a material adverse
effect on business, revenues, operating results and financial condition of the
Company. The Company intends to minimize the potential legal risks by continuing
to conduct its Internet business from offshore locations that permit online
gaming and by increasing their marketing efforts in Asia and other foreign
jurisdictions. There is no assurance, however, that these efforts will be
successful in mitigating the substantial legal risks and uncertainties
associated with our Internet gaming business.

The Company's online casino operations are conducted in accordance with the laws
of the country of Costa Rica, where there is currently no gaming license
requirement. In the event that the laws of Costa Rica change to require gaming
licenses for online casinos then the Company intends to promptly comply with
such laws.

NOTE 7   LOAN PAYABLE AND CONVERTIBLE NOTE
------------------------------------------

         (A) LOAN PAYABLE

         During the year ended December 31, 2002, the Company's landlord, a
         related party through being a principal stockholder with greater than
         10% ownership interest, paid $328,791 of corporate expenses on behalf
         of the Company. The loan is non-interest bearing, unsecured, and due on
         demand. (See Note 10)

         (B) CONVERTIBLE NOTE PAYABLE, RELATED PARTY

         In September 2000, the Company entered into a promissory note agreement
         with a principal stockholder (see Note 10). The face value of the note
         is $499,336 and bears interest of 2% per annum with outstanding
         principal and interest due September 7, 2003. At the option of the note
         holder, any portion of the loan may be converted into common stock of
         the Company at $0.125 per share. The convertible note is unsecured. In
         October 2000, the note holder converted the principal amount of
         $350,000 into 2,800,000 shares of common stock valued at $0.125 per
         share. During 2001, the Company provided services for the note holder
         and decreased the note amount by $4,000 to a balance of $146,000 at
         December 31, 2001. During the year ended December 31, 2002, there were
         no additions or repayments. Accrued interest was $6,806 as of December
         31, 2002.

NOTE 8   CUSTOMER DEPOSITS AND PAYOUTS DUE
------------------------------------------

         (A) CUSTOMER DEPOSITS

         During the year ended December 31, 2002, the Company received funds
         from its online casino players to be used for online gaming activities.
         These deposits fluctuate due to individuals depositing their opening
         balances to be used for gaming activities and the result of net house
         wins and losses against these balances. These balances remain current
         liabilities of the Company until they are classified as payouts due
         (see Note 8(B)) or recognized as earned revenues (see Note 1(K)). At
         December 31, 2002, the Company had customer deposits on hand of
         $46,694.

         (B) PAYOUTS DUE

         During the year ended December 31, 2002, the Company received requests
         from its online casino players to refund their outstanding casino
         account balance. Such requests remain as current liabilities of the
         Company until funds are transferred back to the Casino player (see Note
         8(A)). At December 31, 2002, the Company had payouts due of $5,840.


                                      F-19
<PAGE>

                       OMEGA VENTURES, INC. AND SUBSIDIARY
                      (F/K/A ANGELCITI ENTERTAINMENT, INC.)
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                DECEMBER 31, 2002
                                -----------------


NOTE 9   STOCKHOLDERS' DEFICIENCY

         (A) COMMON STOCK

         On November 6, 2001, effective January 1, 2002 through December 31,
         2002, the Company issued 1,300,000 shares of common stock to unrelated
         parties for investor relations, general consulting, and website
         maintenance. The stock had a fair value of $1.00, based on a recent
         Form SB-2 registration statement, totaling $1,300,000. For the year
         ended December 31, 2002, the Company had expensed the entire $1,300,000
         as follows: $500,000 for investor relations expenses, $500,000 for
         consulting expenses and $300,000 for website expenses.

         During January 2002, a former consultant to the Company donated 640,000
         shares of $0.01 par value common stock having a fair market value of
         $6,400. The transaction was accounted for as contributed capital.

         On January 14, 2002, the Company acquired 13,360,000 shares of common
         stock from its President in exchange for the cancellation of a
         subscription note receivable plus accrued interest totaling $27,533 and
         an option for 4,000,000 common shares exercisable at $1 per share
         through January 14, 2004 (see Note 9(B)). The Company recorded the
         transaction at the $0.01 par value of the common stock on the date of
         issuance. Subsequent to the reacquisition of the shares, the Company
         formally cancelled and retired the common stock. (See Note 10) The
         stock option grant is treated as compensatory for accounting purposes.
         Accordingly, under the intrinsic value method of APB 25, no
         compensation cost has been recognized. The fair value of the options
         granted totaled $215,628. (See Note 9(B))

         On January 17, 2002 the Company entered into a bill of sale agreement
         with the officer and director and agreed to reacquire 20,000,000 shares
         of his common stock in return for the forgiveness of a subscription
         note receivable plus accrued interest totaling $27,910, the transfer of
         furniture, fixtures and equipment related to the Film Festival
         operations having a fair value of $10,715, and discontinuance all Film
         Festival operations (see Note 10). The Company recorded the transaction
         at the $0.01 par value of the common stock on the date of issuance.
         Subsequent to the reacquisition of the shares, the Company formally
         cancelled and retired the common stock.

         During April 2002, a principal stockholder contributed $16,000. (See
         Note 10)

         During June 2002, the Company recorded $297,500 in deferred consulting
         expenses in connection with certain options granted to the software
         licensor. (See Note 5(D))

                                      F-20
<PAGE>

                       OMEGA VENTURES, INC. AND SUBSIDIARY
                      (F/K/A ANGELCITI ENTERTAINMENT, INC.)
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                DECEMBER 31, 2002
                                -----------------

         On July 16, 2002, the Company entered into a stock rescission agreement
         whereby the Company reacquired 1,236,667 common shares valued at $1 per
         share based on recent cash offerings, for an aggregate of $1,236,667.
         The shares were issued in exchange for three separate notes receivable,
         which had been recorded as subscription notes receivable totaling
         $1,236,667. The transaction resulted in a loss on stock rescission of
         $70,257 relating to accrued interest, which was not addressed in the
         rescission agreement but is not collectible.

         During the year ended December 31, 2002, the Company issued 564,800
         shares of common stock to investors at $.50 per share for aggregate
         proceeds of $282,400.

         (B) STOCK OPTIONS

         In accordance with SFAS 123, for options issued to employees, the
         Company has elected to apply APB Opinion No. 25 and related
         interpretations. Accordingly, no compensation cost has been recognized
         for options issued under the plan during 2002 and 2001 (see Note 9(A)).
         Had compensation cost for the Company's stock-based compensation been
         determined on the fair value at the grant dates for awards under that
         plan, consistent with Statement of Accounting Standards No 123,
         "Accounting for Stock Based Compensation" (Statement No. 123), the
         Company's net loss would increase in 2002 and not change in 2001 as
         indicated below.
<TABLE>
<CAPTION>

                                                                            2002                 2001
                                                                        -------------        -----------
<S>                                                                     <C>                  <C>
         Net loss                                      As reported      $  (2,151,612)       $  (382,249)
                                                       Pro forma        $  (2,367,240)       $  (382,249)
         Net loss per share - basic and diluted        As reported      $       (0.08)       $     (0.01)
                                                       Pro forma        $       (0.09)       $     (0.01)
</TABLE>

         The effect of applying Statement No. 123 is not likely to be
         representative of the effects on reported net income (loss) for future
         years due to, among other things, the effects of vesting.

         For consolidated financial statement disclosure purposes, the fair
         market value of the stock option granted to the employee in 2002 was
         estimated on the date of grant using the Black-Scholes Model in
         accordance with SFAS No. 123 using the following assumptions: expected
         dividend yield 0%, risk-free interest rate of 2.97%, volatility 0% and
         expected term of two years.

         A summary of the options issued to employees and consultants as of
         December 31, 2002 and changes during the year is presented below:
<TABLE>
<CAPTION>
                                                                                     Weighted Average
                                                          Number of Options          Exercise Price
                                                         ------------------         ----------------
<S>                                                           <C>                       <C>
         Stock Options
         -------------
         Balance at January 1, 2002                                  --                 $      --
         Granted                                              5,280,000                 $    0.82
         Exercised                                                   --                 $      --
         Forfeited                                                   --                 $      --
                                                           ------------                 ---------
         Balance at December 31, 2002                         5,280,000                 $    0.82
                                                           ============                 =========

         Options exercisable at December 31, 2002             4,000,000                 $    1.00
                                                           ------------                 ---------

         Weighted average fair value of options granted                                 $    0.10
           during the year                                                              =========
</TABLE>

                                      F-21
<PAGE>

                       OMEGA VENTURES, INC. AND SUBSIDIARY
                      (F/K/A ANGELCITI ENTERTAINMENT, INC.)
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                DECEMBER 31, 2002
                                -----------------


The following table summarizes information about employee stock options and
consultant options outstanding at December 31, 2002:
<TABLE>
<CAPTION>


                            Options Outstanding                                          Options Exercisable
----------------------------------------------------------------------------    --------------------------------------
      Range of              Number               Weighted        Weighted              Number              Weighted
                                                  Average
                                                 Remaining       Average                                    Average
      Exercise          Outstanding at          Contractual      Exercise          Exercisable at          Exercise
        Price          December 31, 2002           Life            Price          December 31, 2002          Price
      -----------    ----------------------    --------------    -----------    ----------------------    ------------
<S>    <C>                  <C>                  <C>              <C>                  <C>                <C>
       $   1.00             4,000,000           Undeterminable    $    1.00            4,000,000          $     1.00
       $   0.25               830,000           Undeterminable         0.25                 -                   -
       $   0.30               450,000           Undeterminable         0.30                 -                   -
                         ------------                             -----------       ------------          ------------
                            5,280,000                             $    0.82            4,000,000          $     1.00
                         ============                             ===========       ============          ============
</TABLE>

NOTE 10  RELATED PARTY TRANSACTIONS
-----------------------------------

See Note 7(B) for convertible notes payable to principal stockholder.

During the year ended December 31, 2002, the Company recorded $10,715 related to
the abandonment of certain equipment and the cancellation of a subscription note
receivable with a former officer. (See Note 9(A))

During the year ended December 31, 2002, the Company's landlord, a principal
stockholder, paid $328,791 of corporate expenses on behalf of the Company. (See
Note 7(A))

During the year ended December 31, 2002, rent expense paid by the Company to its
landlord, a principal stockholder, totaled $64,830. The term of the agreement is
from January 1, 2002 to December 31, 2003. (See Note 16 for amendment)

During the year ended December 31, 2002, the Company's Chief Executive officer
was paid $52,800 in salary as well as being entitled to a non-accountable
expense allowance to reimburse reasonable out-of-pocket expenses under the terms
of a verbal agreement. Effective January 20, 2003, in connection with the Share
Exchange Agreement, this individual was no longer paid by the Company. (See Note
16)

On January 14, 2002, the Company accepted the resignation of an officer and
director of the Company.

On January 14, 2002, the Company reacquired 13,360,000 shares of common stock
from an officer and director. (See Note 9(A))


                                      F-22
<PAGE>

                       OMEGA VENTURES, INC. AND SUBSIDIARY
                      (F/K/A ANGELCITI ENTERTAINMENT, INC.)
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                DECEMBER 31, 2002
                                -----------------

On January 17, 2002, the Company reacquired 20,000,000 shares of common stock
from a former officer and director. (See Note 9(A))

In January 2002, the Company cancelled and retired $55,444 of notes receivable,
including accrued interest related to common stock previously issued to
corporate officers. (See Note 9(A))

During April 2002, a principal stockholder contributed $16,000 (See Note 9(A))

NOTE 11  INCOME TAXES

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

                                                      2002            2001
                                                 ------------     -------------
Computed "expected" tax expense (benefit)        $ (731,548)      $   (144,670)
State income taxes                                       --                800
Other                                                69,883                 --
Non deductible stock based expenses                 442,000                 --
Change in valuation allowance                       219,665            144,670
                                                 ----------       ------------
                                                 $       --       $        800
                                                 ==========       ============

The tax effects of temporary differences that gave rise to significant portions
of deferred tax assets and liabilities at December 31, 2002 are as follows:

                                                                      2002
                                                                  -------------
Deferred tax assets:
Bad debts                                                         $    64,451
Net operating loss carryforward                                       545,377
                                                                  -----------
Total gross deferred tax assets                                       609,828
Less valuation allowance                                             (609,828)
                                                                  -------------
Net deferred tax assets                                           $        --
                                                                  ===========

The Company has a net operating loss carryforward of approximately $1,794,000
available to offset future taxable income through 2022.

The valuation allowance at December 31, 2001 was $390,163. The net change in
valuation allowance for the year ended December 31, 2002 was a decrease of
$219,665.

NOTE 12  DISCONTINUED OPERATIONS
--------------------------------

On January 14, 2002, the Company formally adopted a resolution to discontinue
all Film Festival and historical operations as it began to pursue an on-line
gaming casino. In a bill of sale dated January 17, 2002, the assets associated
with the historical operations were transferred to a former officer and
director. For consolidated financial reporting purposes, the Company has elected
to use an effective date of January 1, 2002 for this transaction. All prior year
comparative consolidated financial statements have been presented as
discontinued operations. There is no gain or loss on disposal of discontinued
operations due to the measurement date and disposal date occurring on January 1,
2002, and the loss on the sale of assets treated as a related party transaction.

                                      F-23
<PAGE>

                       OMEGA VENTURES, INC. AND SUBSIDIARY
                      (F/K/A ANGELCITI ENTERTAINMENT, INC.)
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                DECEMBER 31, 2002
                                -----------------

NOTE 13  SOFTWARE CONCENTRATION
-------------------------------

The Company depends solely on its licensed software for its on-line gaming
casino. Any loss of the license or use of this software could have an adverse
material effect on the operations of the Company. (See Note 5(A))

NOTE 14  SOFTWARE LICENSE
-------------------------

On November 7, 2002, the Company's subsidiary, Worldwide Management, S.A.
("Worldwide") entered into a non-exclusive software license agreement with an
unrelated third party corporation. Under the terms of the agreement, Worldwide
will be afforded the opportunity to become a licensee of internet gaming
software for a period of three years from the effective date with automatic one
year renewal periods. Worldwide will also be obligated to pay an initial fee and
monthly licensing fees as stipulated in the agreement. As of December 31, 2002,
and through the date of the accompanying audit report, Worldwide has not used
this license for its operations. As a result, none of the stipulated fees are
due and payable.

NOTE 15  GOING CONCERN
----------------------

As reflected in the accompanying consolidated financial statements, the Company
has a net loss in 2002 of $2,151,612, working capital deficiency of $548,329 at
December 31, 2002, stockholders' deficiency of $512,731 and accumulated deficit
of $3,391,423 at December 31, 2002 and net cash used in operations of $502,912
in 2002. The ability of the Company to continue as a going concern is dependent
on the Company's ability to raise additional capital and generate further
revenues from its online gaming operations. On January 20, 2003, the Company
entered into a share exchange agreement for the sale of 100% of the common stock
of the Company's subsidiary, Worldwide Management, S.A., in exchange for the
acquisition of 87.9% of AngelCiti Entertainment, Inc. (F/K/A iChance
International, Inc.) (see Note 16). The consolidated financial statements do not
include any adjustments that might be necessary if the Company is unable to
continue as a going concern.

Management believes that the actions presently being taken to obtain additional
funding, expand its online gaming operations, and implement its business plan
provide the opportunity for the Company to continue as a going concern.

NOTE 16  SUBSEQUENT EVENTS
--------------------------

On January 20, 2003, the Company's Board of Directors adopted a resolution to
change the name of the Company to Omega Ventures, Inc.

On January 20, 2003, the Company closed a deal to exchange 100% of the stock
owned by the Company in Worldwide Management, SA, the Company's wholly-owned
subsidiary, for 21,000,000 shares of AngelCiti Entertainment, Inc. (F/K/A
iChance International, Inc.) ("AngelCiti"), completing a Share Exchange
Agreement entered into between the two companies on November 7, 2002. The
Company now owns 87.3% of the stock in AngelCiti. The Company intends on
retaining the shares of AngelCiti and does not now intend on dividending the
shares in AngelCiti out to its investors. (See Note 15)



                                      F-24
<PAGE>


                       OMEGA VENTURES, INC. AND SUBSIDIARY
                      (F/K/A ANGELCITI ENTERTAINMENT, INC.)
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                DECEMBER 31, 2002
                                -----------------

On January 20, 2003 ("effective date"), AngelCiti Entertainment, Inc. f/k/a
iChance International, Inc. and Worldwide Management, S.A. d/b/a Worldwide
Capital Holdings ("Worldwide") entered into a bill of sale and agreement with
Equivest Opportunity Fund, Inc. ("Equivest") to administer online casinos using
Worldwide's licensed software. Under the terms of the agreement, Equivest will
pay Worldwide a fee equal to the costs of all expenses associated with all of
the operations of the software and marketing of the Company's website and URL,
plus substantially all the Company's revenues of the net proceeds derived from
the operations of the software. In exchange, Equivest will receive any and all
rights, title, and interest in various URL addresses as fully described in the
agreement. As a result of the agreement, the Company is considered to have an
economic concentration with Equivest as substantially all of the Company's
revenues are derived from the result of Equivest's operations. Due to the
concentration, the entity is vulnerable to a potential severe impact in the
near-term. Severe impact is defined as the effect of disrupting the normal
functioning of the entity. As of the date of the accompanying audit report,
there have been no events that have adversely effected the operations of the
Company. The term of the agreement is for three years from the effective date
and terminates on January 19, 2006. The agreement shall automatically renew for
one year periods on each anniversary of the effective date unless proper
notification for non-renewal is properly made.

On January 20, 2003, Worldwide entered into a
commercial sublease and services agreement with its landlord for the term
commencing February 1, 2003 and terminating January 31, 2004. Under the terms of
the agreement, Worldwide will pay approximately $419,000 in fees that cover;
lease rental, phone service, internet services, and employment service usage. On
March 24, 2003, the agreement was amended to cover any and all fees associated
with gaming licenses required Costa Rica. (See Note 10)



                                      F-25