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, 2003

                         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.   $1,007,427

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

AS OF MARCH 31, 2004, 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

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

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


                                     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.

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         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 sublicense
online casino software and administer online casino websites. Actual online
casino related operations began May 2, 2002.

         On November 7, 2002, we entered into a Share Exchange Agreement with
IChance International, Inc. ("IChance") to sell our wholly owned gaming
subsidiary, Worldwide, for 21 million shares of IChance common stock, or
approximately 88% of the outstanding common shares of IChance.

         The Share Exchange Agreement with IChance (the "IChance Agreement")
closed on January 20, 2003. At that time, we owned approximately 88% of IChance,
changed our name from AngelCiti Entertainment, Inc. to Omega Ventures, Inc., and
IChance changed its name to AngelCiti Entertainment, Inc. ("AngelCiti"). As of
December 31, 2003, we owned 11,320,000, or approximately 5.28% of the
outstanding common shares, and 100% of the outstanding Series A preferred shares
of AngelCiti. By virtue of our ownership interest in these shares, we currently
have the ability to exercise voting control of AngelCiti. As such, AngelCiti's
operations are presented herein as our subsidiary.

         AngelCiti, as the new parent company of Worldwide, changed its
operating focus from owning and operating online casinos to the administration
and facilitation of online casinos and the sublicensing of online casino gaming
software. AngelCiti's sole customer pays AngelCiti a significant amount of its
net casino revenues as an administration and sublicensing fee and reimburses
AngelCiti for certain costs expended in connection with the same. Its ongoing
viability is therefore dependent upon the fortunes of the online casino that it
administers.

         During the year ending December 31, 2003, we conducted no significant
business operations other than those of AngelCiti. Our operating focus,
independent of AngelCiti operations, had been on online marketing. Towards that
end, we operated and continue to 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%.


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Casinopaycheck.com has been operational since June of 2002 but has yet to earn
any revenues. We had agreed to provide online marketing services to the online
casino that AngelCiti administers on a trial basis. This trial period has
expired and we do not believe that this business, alone, will generate material
revenues. We are therefore dependent on revenues that may be raised as a result
of our interest in AngelCiti, or on our management's efforts to effect a
business combination with a viable operating company. References in the
following description of business to the words "us," "we," or "the Company" and
the following description of operations refer to AngelCiti and its subsidiaries.

OPERATIONS AND PRODUCTS

         We currently have the non-exclusive worldwide license to use,
sublicense and exploit a gaming software product owned by Real Time Gaming (the
"RTG Software"). We utilize the RTG Software pursuant to a renewable one-year
software license agreement entered into with Montana Overseas, SA ("Montana"),
RTG's licensing agent (the "Montana Agreement"). The Montana Agreement requires
us to pay a fee to Montana as a percentage of our ongoing revenues, with a
minimum monthly payment of $20,000. Montana provides us with updates and
innovations to their RTG Software technology, which eliminates our need to fund
ongoing research and development expenses. The RTG Software allows on-line
casino operators to offer games of chance to their players, including Blackjack,
Craps, Video Poker, Roulette, Bingo, Poker, Baccarat, Let Em Ride, War, Red Dog
and various forms of online slot machines, as well as other games that may be
developed by RTG or Montana in the future. The RTG Software provides enhanced
sound and graphics, allows real time interactivity within a user's own web
browser, and provides access to an online casino through the use of a player's
computer. Players have the option of: i) loading and playing casino games
through their web browser with no downloading; or ii) downloading individual
games or an online casino's entire web-site to achieve faster play. The RTG
Software permits online casinos to offer odds in each game as would be expected
from land based games of chance. Players have the opportunity to win or lose in
any given game, on any given day, just as one wins or loses in any land based
casino.

         The RTG Software allows players to: i) play free of charge or open an
account with our casino-customers; ii) fund their account with our
casino-customers; and iii) place their funds at risk by betting on the outcome
of the casino games. For security purposes, wagering customers are required to
provide certain personal and financial information, including a user name and
password, in order to open an account. Additionally, all accounts are password
protected. In order to make live wagers, players are required to purchase
electronic cash from our customers by making one or more forms of cash payment
into their account. We believe that the RTG Software offers players an
entertaining, interactive real time playing experience, comparable to land based
play that provides maximum security for Equivest and its patrons. We do not
disclose or provide others with any personal or wagering information regarding
those people who place bets with our customers.

         Many games have several variations and provide for minimum and maximum
betting ranges. Customer winnings (in U.S. Dollars) are automatically credited
by an online casino to its players' accounts. Deposits and withdrawals are
effected by various means, which include credit cards, overnight express,
western union, wire transfers and Neteller, as requested by the player on a
case-by-case basis. Amounts due us in connection with credit card payments are
subject to holdbacks by the issuing credit card company as a reserve for
potential dispute claims. These holdbacks enable the credit card issuer to
withhold up to 10% of the receivables due us for up to six months. To avoid the


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impact of such reserves, we generally offer players an incentive in the form of
playing credits to use an alternate form of payment to us. Players are free to
withdraw all or a part of their winnings, review their account balances, or make
additional deposits to their accounts at any time.

         Online casino operations do not require wagerers to maintain a minimum
account balance or place restrictions on amounts accumulated through winnings.
Nor do they grant credit to customers. They do, however, place maximum bet
limits for new customers and we reserve the right to grant custom wagering and
account options to regular customers based upon their established profiles. We
ensure that gaming operations are in compliance with the Code of Conduct of the
Interactive Gaming Council, a gaming industry organization that has established
certain on-line gaming protocols. Among other things, this Code requires on-line
gaming operators 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. While this organization lacks any enforcement ability, we
have nonetheless undertaken voluntary compliance with its conventions and have
operated our business accordingly, as a matter of good business practice.
Unfortunately, we cannot be certain that we will be able to successfully
identify or curtail such compulsive gambling by our customers.

         We also have the non-exclusive worldwide rights to use and exploit the
Future Bet Gaming Software which we acquired in connection with our Agreement
and Plan of Reorganization and subsequent Modification Agreement. We do not
currently intend to incorporate this software into our operations. No assurance
is given that we will ever do so, or do so profitably. In the interim, we
believe that we can fully implement our business plan and achieve profitability,
utilizing the RTG Software, alone, although no assurance can be given that we
can do so.

         Given our lack of funding to cover the high cost of developing and
maintaining our own proprietary software, and fierce competition among software
developers, which we believe has led to more reasonable pricing and terms, we do
not have any immediate plan to develop our own proprietary software. The
incorporation of new sublicensed products into our operations could also require
a significant amount of time and funding. We cannot be certain that we will ever
have the staff or resources needed to do develop proprietary software or
incorporate new sub-licensed products into our operations in the future. Until
we have the resources and staffing necessary to develop proprietary gaming
software or incorporate other licensed products into our operations, we will
remain dependant upon the success and ongoing viability of Montana and the RTG
Software.

         We currently utilize the RTG Software in connection with our
administration of the SharkCasino.com online casino URL. This URL is owned by
Equivest Opportunity Fund ("Equivest"). Equivest purchased 14 online casino
website URL's from us in January 2003, has abandoned all of the URL's other than
SharkCasino.com, and pays us a fee pursuant to an agreement that we had entered
into that gives us the right to administer their online casino operations
(collectively the "Equivest Agreement"). While it is believed that Equivest will
not lose the business of those players who gained access through the online
sites that had been abandoned, no assurance can be given that this will be the
case.

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<PAGE>

         Pursuant to the Equivest Agreement, we maintain Equivest's website on
our servers, facilitate their gaming operations using the RTG Software, and
provide online casino customer service and management functions. Equivest's
on-line casino website is currently offered in English, Spanish, German, Chinese
and Japanese. The Equivest Agreement provides for 95% of its net online casino
revenues as well as certain expenses to be paid to us, and its initial term
continues through 2006. It renews automatically for successive one year terms
thereafter, unless we elect not to renew the same. As a part of our maintenance
obligation, we employ security measures designed to protect Equivest's web-site,
database and operations.

         We do not intend to pursue other online casino operating customers and
our operations are principally limited to the administration and facilitation of
Equivest's online casino operations. However, we are focusing our efforts
towards the direction of additional players to Equivest's on-line casino site.
As our agreement with Equivest provides for us to earn revenues based upon a
percentage of Equivest's net casino winnings, our revenue stream is therefore
dependent upon the success of Equivest's online casino operations and, more
specifically, on its ability to get paid by the customers that place wagers with
its on-line casino. Our overall success and viability are therefore directly
dependent upon the success of Equivest and its SharkCasino.com website. The
cessation of Equivest's on-line casino operations would eliminate our only
material source of revenues.

         Despite our reliance on one customer and one software product, we
believe that we can fully implement our business plan and achieve profitability
by administering Equivest's on-line casino business, for so long as Equivest is
able to remain in business and expand its base of players and for so long as the
RTG Software remains a viable product and its licensor continues to support it.

         Our management believes that there has been a recent surge in the
worldwide popularity of poker. To exploit this popularity, our management has
approved plans to spin off our poker-related operations into a separate publicly
traded company. As of the date of this Report, we have not entered into any
agreement to effect these plans and cannot guaranty that we will ever do so.
Further, we cannot offer any assurance that such plans, if and when implemented,
will generate revenues or profits, or provide any benefit to our shareholders.

         Our operations are controlled by company-owned computer servers that
are located in the Kannawakee Reservation in Quebec, Canada. We regularly back
up the data stored on our servers, but currently do not employ redundant servers
to handle any interruption of primary server service. While the hosting of the
casino site that we administer and maintenance of our equipment is ultimately
our responsibility, these services are provided by an entity controlled by our
landlord, Commercial LT Baroda, SA, a company that is engaged in the online
sports book industry ("Baroda"), pursuant to the terms of a Commercial Sublease
and Services Agreement. We and Equivest conduct our respective operations under
the gaming license and through other leasehold agreements with Baroda.. Baroda
is controlled by our president, George Gutierrez, and had permitted us to defer
payments that we owed it in connection with the Commercial Sublease and Service
Agreement on an interest-free basis. The outstanding balance owed to Baroda had
been paid in full as of January of 2004. We believe that our arrangement with
Baroda, as a third party vendor for these services helps us minimize our ongoing
payroll and administrative expenses. However, as the outsourcing of these
services and utilization of licenses may spare our payroll and other expenses,
we have become especially dependent upon the ongoing viability of Baroda. Should


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Baroda cease its operations, we could be forced to curtail or cease our
operations.

GOVERNMENT REGULATION

         Online casino operations are generally subject to applicable laws in
the jurisdictions in which they offer services. As a portion of the winnings of
Equivest's online casino operations represent our principal source of revenues,
such regulations can and do have a material effect on our operations. Moreover,
given the nature of our operations, we may be directly subject to such
regulation as well. In recognition of the foregoing, our servers have been
relocated to the Kannawakee Reservation in Quebec, Canada, where we feel the
regulatory environment is more favorable to our operations.

         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. 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 or differentiate gaming-related transactions from other
Internet activities and link those transactions 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 the business, revenues, operating
results and financial condition of our customers and us.

         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 offers bettors "duty free"
gambling, and to help regulate the UK bookmaking industry. The reform is also
intended to bring home major UK bookmakers who have fled to offshore tax havens
such as Gibraltar, Malta, Antigua and Alderney. As a result of this legislation,
a UK government issued "Bookmakers Permit" is required to accept wagers and UK
based bookmakers may 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, prohibits or otherwise legalizes and
regulates Internet gaming. The legalization and subsequent regulation of
Internet casinos may serve to benefit land based casinos that operate their own
Internet gaming sites, as players may feel more comfortable placing bets with
casinos whose names and brands they recognize and feel more comfortable with. We
feel that there is little legal guidance that can be offered with respect to the
prospects for legalization of Internet gaming or subsequent regulation thereof.

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<PAGE>

         We are also faced with risks regarding the potential prohibition of
online casino gaming. A Federal court case in Louisiana ruled that online
casinos are not violative of federal law. This ruling was upheld on appeal.
After several unsuccessful attempts 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. A
similar bill designed to make processing online gaming transactions a criminal
offense was passed by the US House of Representatives committee on Finance and
the Senate Banking Committee. Both are expected to come to a full vote. The
United States Department of Justice has expressed certain reservations regarding
some of the language and provisions contained in the bills and both the House
and Senate bills need to be reconciled and subsequently signed by the President
before they can become law. 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 casino gaming and there is a risk that governmental
authorities could view online casinos as having violated such laws. However, the
government of Antigua has recently brought suit and won a ruling against the
United States federal government in an effort to prevent US legislation from
impacting online gaming companies that operate out of Antigua. The World Trade
Organization recently ruled that the United State's interpretation that the Wire
Act of 1960 made it a crime for offshore casinos to accept bets from United
States residents violated World Trade Organization commercial service accords.
It is unclear what effect, if any, this ruling will have on the United States'
efforts to curtail online casino gaming and it is equally unclear as to whether
the United States will appeal the World Trade Organization ruling.

         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 on-line 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 on-line
casinos and/or their employees. Such proceedings could have a material adverse
effect on the business, revenues, operating results and financial condition of
our customers 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 or amended
in a manner that restricts the electronic commerce markets. We intend to
minimize these potential legal risks by continuing to conduct our Internet
business from offshore locations that permit online gaming and by increasing our
marketing efforts in Asia and other foreign jurisdictions that we feel are less
inclined to impose adverse rules, regulations and laws. There is no assurance,
however, that these efforts will be successful in mitigating the substantial
legal risks and uncertainties associated with our Internet gaming related
activities.

         Since 2002, the Attorney General of the State of New York has been
successful in getting more than 10 major financial institutions, including
Citibank and PayPal, one of the largest internet money transfer companies, to
stop processing gambling transactions. While he has been generally unable to
prosecute website operators, many of whom are offshore, and hard pressed to
prosecute online gamblers, who are dispersed all over the globe, he has been
more successful sealing off the financial pipeline connecting the two.
Additionally, federal prosecutors from around the United States have threatened


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to prosecute, on charges of aiding and abetting, any businesses in the United
States that provide advertising and financial services to Internet casinos. As a
result, several large media operations have stopped running advertisements for
offshore casinos and other forms of Internet gambling.

         Worldwide is a sub-licensor of online gaming software and is an
administrator of Equivest's online casino website. It does not own online
casinos. We do not believe that Worldwide's operations are subject to
regulations or laws governing the online gaming industry. However, given
Worldwide's business relationship with Equivest, an owner of an online casino,
no assurance can be given that any given jurisdiction will not take the position
that we or Worldwide are subject to their regulations governing online gaming.
Equivest, Worldwide's sole customer, owns an online casino that is subject to
the laws of Costa Rica, where recently enacted legislation now requires a gaming
license 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, licensing requirements within Costa Rica now
represent a significant increase in the cost of conducting online casino
business.

         Baroda is engaged as an online gaming operator and is subject to the
licensing requirements imposed by the Costa Rican government. Both Worldwide and
Equivest currently operate their respective businesses under the gaming license
of Baroda, pursuant to the terms of Worldwide's Commercial Sublease and Services
Agreement with Baroda, as amended, despite the fact that we do not believe that
Worldwide and Equivest are required to apply for and possess a license in their
own names. To the extent that the Costa Rican government determines that a
gaming license is required for Worldwide and Equivest to conduct their
respective businesses, no assurance can be given that the Costa Rican government
will permit Worldwide or Equivest to operate their businesses under the umbrella
of Baroda's gaming license. Worldwide and/or Equivest may 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 and the
business of Equivest, and could result in the termination of Worldwide's and
Equivest's current operations.

COMPETITION

         Our business is highly competitive. We, and the customers who
sub-license our software, face competition from large numbers of large and small
public and private companies, many of whom have financial resources far greater
than ours and those of our customers. Many of these competitors have greater
leverage in attracting talent, product and personnel. A high degree of
competition is expected to continue in our business and the business of our
customers, as there are no significant barriers to entry into our respective
businesses. Our business and the business of our customers 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.

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         Given the popularity of the Internet in general and the relatively high
profit margins and low overhead associated with the Internet gaming business, we
and Equivest face strong competition in what is expected to be a rapidly growing
global industry. Our competitors include, land based casino who have developed
their own Internet sites, such as MGM Mirage, Harrahs and others. In the future,
governments in the United States or other jurisdictions may adopt legislation
that restricts, prohibits or otherwise legalizes and regulates Internet gaming.
The legalization and subsequent regulation of Internet casinos may serve to
benefit land based casinos that operate their own Internet gaming sites, as
players may feel more comfortable placing bets with casinos whose names and
brands they recognize and feel more comfortable with. Our current online
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 on-line 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.

EMPLOYEES

         Since January 20, 2003 and as of the date of this Report, we have 19
employees, 12 of whom are full-time, as well as 7 part time employees who are
shared with Baroda. These employees are paid by our landlord, Baroda, which acts
as a payroll service for our operating staff. These personnel include
programmers, graphic designers and customer service staff. We also directly pay
other consultants for services, as and when needed. We believe that we have has
a sound relationship with our employees and contractors. None of our employees
or independent contractors are represented by a collective bargaining agreement.

Item 2.  DESCRIPTION OF PROPERTY

         Since January 20, 2003 our registered office has been located at 9000
Sheridan Street, Suite 7, Pembroke Pines, Florida, where we maintain an office
presence. Our Florida office presence lease bears a monthly commitment of $159
and continues on a month to month basis. The operations of Worldwide have been
relocated but are still based in San Jose, Costa Rica, at Building 6, Oficentro
La Sabana, 7th floor, pursuant to a Commercial Sublease and Services Agreement
requiring base monthly payments to Baroda, our landlord, which are currently
$400 per month. Worldwide's agreement with Baroda also includes the utilization
of certain office space located within the Kannawakee Reservation in Quebec
Canada, where we house our servers. Baroda had permitted Worldwide to defer
payment of rental and other payments that Worldwide owed Baroda, on an
interest-free basis, since the date Worldwide commenced its online gaming
operations, through January of 2004. Worldwide has repaid Baroda the entire
balance that it had accrued and now pays Baroda all sums due under the
Commercial Sublease and Services Agreement on a monthly basis as they come due.
While we feel that Worldwide would be able to find and lease substitute office
space should such a need arise, it is unlikely that Worldwide would find a
landlord willing to provide the space and services provided to Worldwide by
Baroda.

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Item 3.  LEGAL PROCEEDINGS

         In September of 2003, AngelCiti and its officers and directors were
named as defendants in the matter known as FCC Enforcement Company successors in
interest to AMPS Wireless Data vs. AngelCiti Entertainment, Inc., George
Gutierrez, Dean Ward, et. al. This suit was filed in the Scottsdale Justice
Court of the State of Arizona in and for the County of Maricopa, and alleged,
among other things that we violated The Telephone Consumer Protection Act of
1991 (the "Telephone Consumer Protection Act") by sending certain unsolicited
fax advertisements to certain parties in violation of the Telephone Consumer
Protection Act.

         In October of 2003, AngelCiti and its officers and directors were named
as defendants in the matter known as FCC Enforcement Company successors in
interest to Crossroads of Life Christian Books and Gifts vs. AngelCiti
Entertainment, Inc., George Gutierrez, Dean Ward, et. al. This suit was filed in
the Peoria Justice Court of the State of Arizona in and for the County of
Maricopa, and alleged, among other things that we violated The Telephone
Consumer Protection Act of 1991 (the "Telephone Consumer Protection Act") by
sending certain unsolicited fax advertisements to certain parties in violation
of the Telephone Consumer Protection Act.

         Each case sought unspecified damages. While plaintiff's are seeking
discovery in connection with these matters, we believe that a settlement is very
likely and are willing to settle, without admitting liability, as the cost of
defense is high. The range of the cash settlement is expected to be between
$1,500 and $12,500, although no assurance can be given that the settlement, if
reached, will not exceed $12,500. We have accrued $12,500 in our financial
statements and recorded the same as a settlement payable. One or both of these
litigation matters relate to allegations involving facts attributable to Baroda,
which is controlled by AngelCiti's president, George Gutierrez, and Vice
President, Dean Ward. Baroda was not named in either lawsuit. Baroda has
undertaken to bear its proportionate share of any settlement that is paid in
connection with these matters.

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

         None

                                     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.

                                       11
<PAGE>

Holders
-------
         As of March 31, 2004, 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.

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

         We have not sold any of our securities during the year ending December
31, 2003. However, on February 10, 2003, AngelCiti initiated a Regulation "S"
offering to sell up to 144,000,000 post-split shares of its common stock. These
Regulation S sales were effected through offshore brokers who either purchased
the shares at a discount or were paid a commission or other concession. Shares
sold pursuant to this Regulation S offering as well as shares sold upon the
exercise of certain options during the fourth quarter of 2003 and first calendar
quarter of 2004 are described below:

         On October 2, 2003, AngelCiti issued 3,734,456 shares at $.015 per
share in connection with a Regulation "S" offering. The shares were issued for
proceeds of $57,714.

         On October 8, 2003, AngelCiti issued 235,852 shares of common stock
upon the exercise of stock options at an exercise price of $.035255 having a
fair value of $8,315 in order to make up the difference in the minimum monthly
royalty payment payable in cash at 15% of the adjusted net win and the required
$20,000 minimum monthly payment. These shares were issued pursuant to Section
4(2) of the Act as a transaction by an issuer not involving a public offering.

         On October 13, 2003, AngelCiti issued 3,633,552 shares at $.016 per
share in connection with a Regulation "S" offering. The shares were issued for
proceeds of $57,455.

         On October 17, 2003, AngelCiti issued 1,218,116 shares at $.014 per
share in connection with a Regulation "S" offering. The shares were issued for
proceeds of $17,042.

         On October 17, 2003, AngelCiti issued 7,227,044 shares at $.015 per
share in connection with a Regulation "S" offering. The shares were issued for
proceeds of $107,549.

         On October 17, 2003, Angelciti issued 100,000 shares at $.052 per share
in connection with a Regulation "S" offering. The shares were issued for
proceeds of $ 5,252.

         On October 27, 2003, AngelCiti issued 120,000 shares at $.073 per share
in connection with a Regulation "S" offering. The shares were issued for
proceeds of $8,787.

                                       12
<PAGE>

         On October 31, 2003, AngelCiti issued 100,000 shares at $.091 per share
in connection with a Regulation "S" offering. The shares were issued for
proceeds of $9,090.

         On October 31, 2003, AngelCiti issued 70,000 shares at $.091 per share
in connection with a Regulation "S" offering. The shares were issued for
proceeds of $6,363.

         On November 4, 2003, AngelCiti issued 343,974 shares of common stock
upon the exercise of stock options at an exercise price of $.035417 having a
fair value of $12,182 in order to make up the difference in the minimum monthly
royalty payment payable in cash at 15% of the adjusted net win and the required
$20,000 minimum monthly payment. These shares were issued pursuant to Section
4(2) of the Act as a transaction by an issuer not involving a public offering.

         On November 4, 2003, AngelCiti issued 3,197,831 shares at $.011 per
share in connection with a Regulation "S" offering. The shares were issued for
proceeds of $37,615.

         On November 4, 2003, AngelCiti issued 5,648,696 shares at $.013 per
share in connection with a Regulation "S" offering. The shares were issued for
proceeds of $75,312.

         On November 4, 2003, AngelCiti issued 60,000 shares at $.090 per share
in connection with a Regulation "S" offering. The shares were issued for
proceeds of $5,454.

         On November 5, 2003, AngelCiti issued 60,000 shares at $.090 per share
in connection with a Regulation "S" offering. The shares were issued for
proceeds of $5,434.

         On November 5, 2003, AngelCiti issued 70,000 shares at $.080 per share
in connection with a Regulation "S" offering. The shares were issued for
proceeds of $5,656.

         On November 5, 2003, AngelCiti issued 60,000 shares at $.090 per share
in connection with a Regulation "S" offering. The shares were issued for
proceeds of $5,434.

         On November 7, 2003, AngelCiti issued 90,000 shares at $.095 per share
in connection with a Regulation "S" offering. The shares were issued for
proceeds of $8,636.

         On November 10, 2003, AngelCiti issued 20,000 shares at $.089 per share
in connection with a Regulation "S" offering. The shares were issued for
proceeds of $1,798.

         On November 10, 2003, AngelCiti issued 50,000 shares at $.090 per share
in connection with a Regulation "S" offering. The shares were issued for
proceeds of $4,525.

         On November 10, 2003, AngelCiti issued 80,000 shares at $.070 per share
in connection with a Regulation "S" offering. The shares were issued for
proceeds of $5,656.

                                       13
<PAGE>

         On November 10, 2003, AngelCiti issued 100,000 shares at $.101 per
share in connection with a Regulation "S" offering. The shares were issued for
proceeds of $10,100.

         On November 12, 2003, AngelCiti issued 70,000 shares at $.090 per share
in connection with a Regulation "S" offering. The shares were issued for
proceeds of $6,363.

         On November 12 2003, AngelCiti issued 70,000 shares at $.090 per share
in connection with a Regulation "S" offering. The shares were issued for
proceeds of $6,300.

         On November 12, 2003, AngelCiti issued 60,000 shares at $.090 per share
in connection with a Regulation "S" offering. The shares were issued for
proceeds of $5,454.

         On November 12, 2003, AngelCiti issued 20,000 shares at $.090 per share
in connection with a Regulation "S" offering. The shares were issued for
proceeds of $1,818.

         On November 13, 2003, AngelCiti issued 60,000 shares at $.090 per share
in connection with a Regulation "S" offering. The shares were issued for
proceeds of $5,454.

         On November 13, 2003, AngelCiti issued 50,000 shares at $.101 per share
in connection with a Regulation "S" offering. The shares were issued for
proceeds of $5,050.

         On November 14, 2003, AngelCiti issued 65,000 shares at $.090 per share
in connection with a Regulation "S" offering. The shares were issued for
proceeds of $5,883.

         On November 14, 2003, AngelCiti issued 70,000 shares at $.080 per share
in connection with a Regulation "S" offering. The shares were issued for
proceeds of $5,636.

         On November 16, 2003, AngelCiti issued 813,455 shares at $.013 per
share in connection with a Regulation "S" offering. The shares were issued for
proceeds of $11,112.

         On November 17, 2003, AngelCiti issued 150,000 shares at $.070 per
share in connection with a Regulation "S" offering. The shares were issued for
proceeds of $10,605.

         On November 17, 2003, AngelCiti issued 40,000 shares at $.090 per share
in connection with a Regulation "S" offering. The shares were issued for
proceeds of $3,616.

         On November 21, 2003, AngelCiti issued 65,000 shares at $.080 per share
in connection with a Regulation "S" offering. The shares were issued for
proceeds of $ 5,252.

         On November 21, 2003, AngelCiti issued 50,000 shares at $.080 per share
in connection with a Regulation "S" offering. The shares were issued for
proceeds of $4,040.

                                       14
<PAGE>

         On November 21, 2003, AngelCiti issued 150,000 shares at $.080 per
share in connection with a Regulation "S" offering. The shares were issued for
proceeds of $12,120

         On November 21, 2003, AngelCiti issued 70,000 shares at $.101 per share
in connection with a Regulation "S" offering. The shares were issued for
proceeds of $7,070.

         On November 21, 2003, AngelCiti issued 40,000 shares at $.080 per share
in connection with a Regulation "S" offering. The shares were issued for
proceeds of $3,201

         On November 24, 2003, AngelCiti issued 50,000 shares at $.081 per share
in connection with a Regulation "S" offering. The shares were issued for
proceeds of $4,052

         On November 25, 2003, AngelCiti issued 100,000 shares at $.090 per
share in connection with a Regulation "S" offering. The shares were issued for
proceeds of $9,070

         On November 25, 2003, AngelCiti issued 150,000 shares at $.080 per
share in connection with a Regulation "S" offering. The shares were issued for
proceeds of $12,120.

         On November 26, 2003, AngelCiti issued 40,000 shares at $.090 per share
in connection with a Regulation "S" offering. The shares were issued for
proceeds of $3,616.

         On November 26, 2003, AngelCiti issued 100,000 shares at $.080 per
share in connection with a Regulation "S" offering. The shares were issued for
proceeds of $8,080.

         On December 1, 2003, AngelCiti issued 1,203,670 shares at $.014 per
share in connection with a Regulation "S" offering. The shares were issued for
proceeds of $17,101.

         On December 3, 2003, AngelCiti issued 214,219 shares of common stock
upon the exercise of stock options at an exercise price of $.035417 having a
fair value of $7,586 in order to make up the difference in the minimum monthly
royalty payment payable in cash at 15% of the adjusted net win and the required
$20,000 minimum monthly payment. These shares were issued pursuant to Section
4(2) of the Act as a transaction by an issuer not involving a public offering.

         On December 3, 2003, AngelCiti issued 2,380,000 shares at $.014 per
share in connection with a Regulation "S" offering. The shares were issued for
proceeds of $34,639.

         On December 5, 2003, AngelCiti issued 7,698,258 shares at $.011 per
share in connection with a Regulation "S" offering. The shares were issued for
proceeds of $87,872.

         On December 9, 2003, AngelCiti issued 60,000 shares at $.089 per share
in connection with a Regulation "S" offering. The shares were issued for
proceeds of $5,385.

                                       15
<PAGE>

         On December 9, 2003, AngelCiti issued 60,000 shares at $.090 per share
in connection with a Regulation "S" offering. The shares were issued for
proceeds of $5,454.

         On December 9, 2003, AngelCiti issued 70,000 shares at $.085 per share
in connection with a Regulation "S" offering. The shares were issued for
proceeds of $5,980.

         On December 11, 2003, AngelCiti issued 2,496,548 shares at $.011 per
share in connection with a Regulation "S" offering. The shares were issued for a
stock subscription receivable of $26,719

         On December 18, 2003, AngelCiti issued 85,000 shares at $.066 per share
in connection with a Regulation "S" offering. The shares were issued for
proceeds of $5,636.

         On December 17, 2003, AngelCiti issued 841,533 shares at $.013 per
share in connection with a Regulation "S" offering. The shares were issued for
proceeds of $11,310.

         On January 9, 2004, AngelCiti issued 532,933 shares at $.01033 per
share in connection with a Regulation "S" offering. The shares were issued for
proceeds of $5,506.

         On January 9, 2004, AngelCiti issued 125,000 shares at $.071 per share
in connection with a Regulation "S" offering. The shares were issued for
proceeds of $8,880.

         On January 9, 2004, AngelCiti issued 106,638 shares of common stock
upon the exercise of stock options at an exercise price of $.035417 having a
fair value of $3,777 in order to make up the difference in the minimum monthly
royalty payment payable in cash at 15% of the adjusted net win and the required
$20,000 minimum monthly payment. These shares were issued pursuant to Section
4(2) of the Act as a transaction by an issuer not involving a public offering.

         On January 23, 2004, AngelCiti issued 322,903 shares at $.016 per share
in connection with a Regulation "S" offering. The shares were issued for
proceeds of $5,144.

         On January 23, 2004, AngelCiti issued 5,166,758 shares at $.014 per
share in connection with a Regulation "S" offering. The shares were issued for
proceeds of $73,497.

         On January 23, 2004, AngelCiti issued 1,681,000 shares in connection
with a Regulation "S" offering. The shares were issued for proceeds of $22,309.

         On January 23, 2004, AngelCiti issued 75,000 shares at $.056 per share
in connection with a Regulation "S" offering. The shares were issued for
proceeds of $4,242

         On January 23, 2004, AngelCiti issued 40,000 shares at $.050 per share
in connection with a Regulation "S" offering. The shares were issued for
proceeds of $2,020.

                                       16
<PAGE>

         On January 23, 2004, AngelCiti issued 130,000 shares at $.053 per share
in connection with a Regulation "S" offering. The shares were issued for
proceeds of $6,946.

         On January 27, 2004, AngelCiti issued 200,000 shares at $.055 per share
in connection with a Regulation "S" offering. The shares were issued for
proceeds of $11,090.

         On January 28, 2004, AngelCiti issued 100,000 shares at $.055 per share
in connection with a Regulation "S" offering. The shares were issued for
proceeds of $5,565.

         On January 29, 2004, AngelCiti issued 50,000 shares at $.060 per share
in connection with a Regulation "S" offering. The shares were issued for
proceeds of $3,030.

         On January 29, 2004, AngelCiti issued 40,000 shares at $.055 per share
in connection with a Regulation "S" offering. The shares were issued for
proceeds of $2,202

         On January 30, 2004, AngelCiti issued 100,000 shares at $.055 per share
in connection with a Regulation "S" offering. The shares were issued for
proceeds of $5,555.

         On February 3, 2004, AngelCiti issued 65,000 shares at $.056 per share
in connection with a Regulation "S" offering. The shares were issued for
proceeds of $3,676.

         On February 3, 2004, AngelCiti issued 150,000 shares at $.055 per share
in connection with a Regulation "S" offering. The shares were issued for
proceeds of $8,332.

         On February 4, 2004, AngelCiti issued 100,000 shares at $.055 per share
in connection with a Regulation "S" offering. The shares were issued for
proceeds of $5,555.

         On February 5, 2004, AngelCiti issued 250,000 shares at $.058 per share
in connection with a Regulation "S" offering. The shares were issued for
proceeds of $14,645.

         On February 6, 2004, AngelCiti issued 32,000 shares at $.058 per share
in connection with a Regulation "S" offering. The shares were issued for
proceeds of $1,875.

         On February 9, 2004, AngelCiti issued 100,000 shares at $.055 per share
in connection with a Regulation "S" offering. The shares were issued for
proceeds of $5,555.

         On February 9, 2004, AngelCiti issued 100,000 shares at $.055 per share
in connection with a Regulation "S" offering. The shares were issued for
proceeds of $5,555.

         On February 11, 2004, AngelCiti issued 988,137 shares at $.012 per
share in connection with a Regulation "S" offering. The shares were issued for
proceeds of $12,061.

         On February 11, 2004, AngelCiti issued 2,395,000 shares in connection
with a Regulation "S" offering. The shares were issued for proceeds of $18,211.

         On February 17, 2004, AngelCiti issued 200,000 shares at $.0650 per
share in connection with a Regulation "S" offering. The shares were issued for
proceeds of $12,998.

                                       17
<PAGE>

         On February 18, 2004, AngelCiti issued 455,868 shares at $.0111 per
share in connection with a Regulation "S" offering. The shares were issued for
proceeds of $5,088.

         On February 18, 2004, AngelCiti issued 3,700,700 shares at $.00859 per
share in connection with a Regulation "S" offering. The shares were issued for
proceeds of $31,820.

         On February 19, 2004, AngelCiti issued 100,000 shares at $.0556 per
share in connection with a Regulation "S" offering. The shares were issued for
proceeds of $5,555.

         On February 19, 2004, AngelCiti issued 60,000 shares at $.0562 per
share in connection with a Regulation "S" offering. The shares were issued for
proceeds of $3,373.

         On February 23, 2004, AngelCiti issued 300,000 shares at $.0581 per
share in connection with a Regulation "S" offering. The shares were issued for
proceeds of $17,422.

         On February 23, 2004, AngelCiti issued 100,000 shares at $.0657 per
share in connection with a Regulation "S" offering. The shares were issued for
proceeds of $6,565.

         On February 24, 2004, AngelCiti issued 28,000 shares at $.0700 per
share in connection with a Regulation "S" offering. The shares were issued for
proceeds of $1,959.

         On February 26, 2004, AngelCiti issued 100,000 shares at $.0707 per
share in connection with a Regulation "S" offering. The shares were issued for
proceeds of $ 7,070.

         On March 3, 2004, AngelCiti issued 3,572,525 shares at $.0097 per share
in connection with a Regulation "S" offering. The shares were issued for
proceeds of $ 34,552.

         On March 9, 2004, AngelCiti issued 3,360,480 shares at $.0092 per share
in connection with a Regulation "S" offering. The shares were issued for
proceeds of $ 34,552.

         On March 9, 2004, AngelCiti issued 224,093 shares of common stock upon
the exercise of stock options at an exercise price of $.03666 having a fair
value of $8,216 in order to make up the difference in the minimum monthly
royalty payment payable in cash at 15% of the adjusted net win and the required
$20,000 minimum monthly payment. These shares were issued pursuant to Section
4(2) of the Act as a transaction by an issuer not involving a public offering.

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


                                       18
<PAGE>

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.

RESULTS AND PLAN OF OPERATION

         We no longer produce live film and music events and operate online
gaming and gaming management operation. As of January 20, 2003, the date that we
sold our wholly-owned subsidiary, we have conducted limited operations
independent of those of AngelCiti. Without taking into account the expenses
associated with AngelCiti and its operations, we 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 ongoing professional fees.

         As we exercise voting control over AngelCiti, their operations, which
include the operations of Worldwide, are presented herein for the year ending
December 31, 2003. Worldwide's activities for the year ending December 2002,
commenced in May of 2002, and are consolidated with our operations for the year
ending December 31, 2002. Comparative discussions regarding our operations are
described below with respect to those items which we believe can be meaningfully
compared.

         We had processed $25,991,878 in gaming transactions and $474,098 in net
casino revenues from May 2, 2002, the date that these operations commenced,
through December 31, 2002. Our growth, in terms of 2003 total gaming
transactions of $54,489,158, and net casino revenues of $1,007,427, sets the
stage for what we feel we can accomplish in 2004. While the foregoing figures
contrast approximately eight months of operations with almost 12 months of
operations, average monthly gaming transactions for the year ending December 31,
2003 increased approximately 40% over the previous year, from $3,248,985 per
month to $4,540,763 per month, and average monthly net casino revenues for the
year ending December 31, 2003 increased approximately 42% over the previous year
from $59,262 per month to $83,952 per month. Our relationship of revenue to
handle increased to approximately 1.85% for the year ending December 31, 2003
from approximately 1.82% for the year ending December 31, 2002. Notwithstanding
the foregoing, past performance and trends can never serve as an indication of
our future performance and we cannot be assured that our growth and growth rates
regarding gaming transactions and net casino revenue will continue or that we
will ever reach a level of profitability, given the many risks facing our
operations, which include, but are not limited to, those risks associated with
the governmental regulation of our operations and the fierce competition that we
face.

         Our revenues are principally generated as a result of an agreement that
provides for our administration of the online casino owned by a third party and
sublicensing of online gaming software. Pursuant to the Equivest Agreement, we
receive a fee equal to 95% of the revenue generated by the casino's online play
plus reimbursement of certain expenses. We, in turn, pay out a percentage of
that fee to our software provider/licensor.

         Despite our revenue growth on a year to year basis, we have never
operated at a profit. We suffered operating losses of $1,977,043 for the year
ending December 31, 2003 and $2,111,947 for the year ending December 31, 2002.
We strive to control our ongoing expenses. However, our ongoing royalty and


                                       19
<PAGE>

license fee expenses, which increased in the aggregate to $364,983 for the year
ending December 31, 2003 from $84,756 for the same period of the prior year, are
directly proportionate to our net casino revenues. The aforementioned royalty
and license fees included license fees of $159,167 which were paid for, in part,
upon the exercise of certain stock options by a vendor rather than cash. This
fee was incurred in connection with an amendment to our software license
agreement, which is more fully described in Footnote 8(B) to our financial
statements. There were no comparable figures for the prior year and no related
fee due the licensor should be incurred beyond July of 2004. While our license
and royalty fees increase as our net casino revenues increase, our net casino
revenues, in turn, are derived from aggressive marketing, advertising and
commission expenses, which increased in the aggregate to $452,186 for the year
ending December 31, 2003 from $247,432 for the prior year.

         While our marketing and software related expenses increased
significantly, our amortization/depreciation, and bad debt expenses decreased
significantly as we are no longer amortizing the gaming software that we use and
have improved the management of our receivables. Amortization and depreciation
expense decreased to $20,626 for the year ending December 31, 2003 from $82,732
for the same period of the prior year. Bad debt expense decreased to $108,072
for the year ending December 31, 2003 from $189,561 for the same period of the
prior year.

         During the third calendar quarter of 2003, we initiated a new investor
relations program and booked a one-time related expense of $50,000. This
contrasts with a comparable $500,000 fee for the prior year. We do not
anticipate that investor relations services will be outsourced during the year
ending December 31, 2004, although no assurance can be given in this regard.
During the calendar year ending December 31, 2003, AngelCiti and its officers
and directors were named in a lawsuit alleging, among other things, that
AngelCiti had improperly transmitted junk faxes. While AngelCiti vigorously
denies any wrongdoing, it believes that it is in their best interest to settle
the matter without admitting liability. We have accrued the contingent loss of
$12,500 in connection with an expected future settlement. There were no
comparable figures for the prior year related to this settlement expense.

         Legal and professional fees increased significantly to $122,310 for the
year ending December 31, 2003 from $29,968 for the prior year. This increase is
attributable to increased auditing expenses associated with the sale of our
subsidiary. It is not anticipated that such charges will recur, although no
assurance is given in this regard. Results for the year ending December 31, 2003
included $1,233,255 of consulting expenses. $939,400 of these expenses resulted
from our payment to certain consultants with common shares of AngelCiti common
stock that we owned. This transaction also resulted in our one-time recognition
of a gain on investment totaling $939,239. There were no comparable figures for
the previous year and we have no current plans to make payments to consultants
with the AngelCiti shares that we own in the future. The balance of the
consulting fees for the year ending December 31, 2003 were incurred in
connection with AngelCiti's ongoing financing efforts and the payment of a
monthly consulting fee to our president and CEO.

         Serious concerns do currently exist regarding our present overall
financial position. While AngelCiti generates revenue and has repaid funds owed
to an affiliated entity which had provided it with subleased office space,


                                       20
<PAGE>

internet bandwidth, phone services, accounting, human resources, payroll,
licensing and other services, its current revenues are insufficient to sustain
its operations and it is dependent upon its ongoing financing efforts to remain
a viable business.

         We have not incurred any research and development costs over the last
two calendar years and do not expect to incur such expenses during the current
calendar year. Nor do we expect to purchase or sell any significant equipment or
other assets. We expect the number of employees to be used in connection with
our operations to remain constant. However, should funds permit or otherwise
become available to us, we would seek to increase our marketing staff.

         Online casino operations are generally subject to applicable laws in
the jurisdictions in which they offer services. As the winnings of the online
casino operations that we administer represent our sole source of revenues, such
regulations can and do have a material effect on our operations. Moreover, given
the nature of our operations, we may be directly subject to such regulation as
well.

         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. 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 or differentiate gaming-related transactions from other
Internet activities and link those transactions 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 the business, revenues, operating
results and financial condition of our customers and us.

         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 offers bettors "duty free"
gambling, and to help regulate the UK bookmaking industry. The reform is also
intended to bring home major UK bookmakers who have fled to offshore tax havens
such as Gibraltar, Malta, Antigua and Alderney. As a result of this legislation,
a UK government issued "Bookmakers Permit" is required to accept wagers and UK
based bookmakers may 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, prohibits or otherwise legalizes and
regulates Internet gaming. The legalization and subsequent regulation of
Internet casinos may serve to benefit land based casinos that operate their own
Internet gaming sites, as players may feel more comfortable placing bets with
casinos whose names and brands they recognize and feel more comfortable with. We
feel that there is little legal guidance that can be offered with respect to the
prospects for legalization of Internet gaming or subsequent regulation thereof.

                                       21
<PAGE>

         We are also faced with risks regarding the potential prohibition of
online casino gaming. A Federal court case in Louisiana ruled that online
casinos are not in violation of federal law. This ruling was upheld on appeal.
After several unsuccessful attempts 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. A
similar bill designed to make processing online gaming transactions a criminal
offense was passed by the US House of Representatives committee on Finance and
the Senate Banking Committee. Both are expected to come to a full vote. The
United States Department of Justice has expressed certain reservations regarding
some of the language and provisions contained in the bills, and both the House
and Senate bills need to be reconciled and subsequently signed by the President
before they can become law. 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 casino gaming and there is a risk that governmental
authorities could view online casinos as having violated such laws. The
government of Antigua has recently brought suit against the United States
federal government in an effort to prevent legislation that would impact online
gaming companies that operate out of Antigua. The World Trade Organization
recently ruled that the United State's interpretation that the Wire Act of 1960
made it a crime for offshore casinos to accept bets from United States residents
violated World Trade Organization commercial service accords. It is unclear what
effect, if any, this ruling will have on the United States' efforts to curtail
online casino gaming and it is equally unclear as to whether the United States
will appeal the World Trade Organization ruling.

         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 on-line 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 on-line
casinos and/or their employees. Such proceedings could have a material adverse
effect on the business, revenues, operating results and financial condition of
our customers 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 or amended
in a manner that restricts the electronic commerce markets. We intend to
minimize these potential legal risks by continuing to conduct our Internet
business from offshore locations that permit online gaming and by increasing our
marketing efforts in Asia and other foreign jurisdictions that we feel are less
inclined to impose adverse rules, regulations and laws. There is no assurance,
however, that these efforts will be successful in mitigating the substantial
legal risks and uncertainties associated with our Internet gaming related
activities.

         Since 2002, the Attorney General of the State of New York has been
successful in getting more than 10 major financial institutions, including
Citibank and PayPal, one of the largest internet money transfer companies, to
stop processing gambling transactions. While he has been generally unable to
prosecute website operators, many of whom are offshore, and hard pressed to


                                       22
<PAGE>

prosecute online gamblers, who are dispersed all over the globe, he has been
more successful sealing off the financial pipeline connecting the two.
Additionally, federal prosecutors from around the United States have threatened
to prosecute, on charges of aiding and abetting, any businesses in the United
States that provide advertising and financial services to Internet casinos. As a
result, several large media operations have stopped running advertisements for
offshore casinos and other forms of Internet gambling.

         Worldwide is a sub-licensor of online gaming software and administers
the online casino website owned by a third party. It does not own online
casinos. We do not believe that Worldwide's operations are subject to
regulations or laws governing the online gaming industry. However, given
Worldwide's business relationship with the owner of online casinos, no assurance
can be given that any given jurisdiction will not take the position that we or
Worldwide are subject to their regulations governing online gaming. Worldwide's
sole customer owns online casinos that are subject to the laws of Costa Rica,
where recently enacted legislation now requires a gaming license 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, licensing requirements within Costa Rica now represent a significant
increase in the cost of conducting online casino business.

         Baroda is engaged as an online gaming operator and is subject to the
licensing requirements imposed by the Costa Rican government. Both Worldwide and
Equivest currently operate their respective businesses under the gaming license
of Baroda, pursuant to the terms of Worldwide's Commercial Sublease and Services
Agreement with Baroda, as amended, despite the fact that we do not believe that
Worldwide and Equivest are required to apply for and possess a license in their
own names. To the extent that the Costa Rican government determines that a
gaming license is required for Worldwide and Equivest to conduct their
respective businesses, no assurance can be given that the Costa Rican government
will permit Worldwide or Equivest to operate their businesses under the umbrella
of Baroda's gaming license. Worldwide and/or Equivest may 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 and the
business of Equivest, and could result in the termination of Worldwide's and
Equivest's current operations.

LIQUIDITY AND CAPITAL RESOURCES

         We have never operated at a profit. However, as of December 31, 2003,
we had cash and cash equivalents of $118,363 and had working capital of $8,237
at that date. Our cash position resulted from the ongoing offshore sale of
AngelCiti securities. While we strive to increase our operations and attain a
level of profitability, we have been forced to rely on additional investment
capital and loans from affiliates to remain in business. Towards this end,
AngelCiti raised $1,130,597 during the 2003 calendar year, net of commissions,
pursuant to a Regulation S common stock offering, during the course of which it
sold 73,858,655 of its post split restricted common shares. From January 1, 2004
though March 15, 2004, it sold 24,628,304 of said shares and raised net proceeds
of $278,012, after deducting all broker commissions and/or concessions.

         Some shares that had been sold pursuant to this Regulation S offering
carry registration rights that require AngelCiti to include all or a portion of
these shares in any registration statement that it files with the US Securities


                                       23
<PAGE>

and Exchange Commission under certain circumstances. Additionally, throughout
most of the year ending December 31, 2003, our working capital needs had been
funded by loans from Baroda. These loans had been paid in full from proceeds
raised from AngelCiti's ongoing Regulation S offering. No assurance can be given
that Baroda will make loans to us in the future should we need them.

         Until we can sufficiently grow our revenues, we will be dependent upon
additional financings to remain in business. We have entered into various
agreements that we hope will provide for our funding from domestic and/or
foreign sources. These agreements generally provide for the payment of up-front
expenses but do not provide for a firm commitment to provide financing. As these
agreements are entered into on a "best efforts" basis, no assurance can be given
that we will ever receive funding resulting from the efforts of those parties
with whom we have contracted. During the fourth calendar quarter of 2003,
AngelCiti entered into a Loan and Security Agreement with an unrelated third
party (the "Loan Agreement") that provides for a credit facility of up to
$2,430,000 that may be distributed in one or more draws. However, the Loan
Agreement is entered into on a best efforts basis and the lender is not
obligated to advance any funds to AngelCiti. Moreover, we cannot be certain that
the lender has or will have available funds to loan.. Our obligations under the
Loan Agreement are to be secured by 49,020 shares of AngelCiti's Series B
Convertible Preferred shares. Upon the uncured default of AngelCiti's
obligations to this lender, these shares, if fully converted into AngelCiti
common shares, would represent 1,176,480,000 of AngelCiti's common shares and
would provide the lender with voting control of AngelCiti's management and its
business.

         The Loan Agreement, by its terms, prohibits AngelCiti from issuing any
additional shares, including those that it has been issuing pursuant to its
Regulation S offering, without the lender's consent. It requires AngelCiti to,
among other things, increase its authorized capital, register underlying common
stock that would be issued to the lender in connection with its exercise of
certain warrants, and pay the lender an origination fee equal to 10% of each
advanced draw. The foregoing terms are severe and costly and may have an adverse
effect on AngelCiti's ability to repay the loan and prevent a change in control
of its management. Moreover, the loan subjects AngelCiti to certain affirmative
and negative covenants, which if violated, would give rise to a default under
the Loan Agreement and possible change in control of AngelCiti's management and
business.

         Our success and the success of our subsidiaries will ultimately be
dependent upon our ability to generate sufficient cash flow to meet our
obligations from our respective operations on a timely basis, as we cannot be
certain that we will be able to continue to raise funds in the debt or equities
markets at terms that are satisfactory to us. If we cannot generate sufficient
cash flow or raise additional proceeds, we may be required to delay or scale
back our operations, which could have a material adverse effect on our business,
financial condition and results of operations.

         We believe that we and our subsidiaries will have sufficient cash on
hand to remain in business over the next six month period. While we are hopeful
that Worldwide's on-line gaming operations will generate positive cash flow by
the second half of 2004, we cannot be certain that it can do so within this time
frame, if at all. To the extent that it cannot do so, we will be required to
rely upon funds that AngelCiti has raised, as well as additional financing to
continue our operations. If the funds that AngelCiti has raised are exhausted
before we attain a level of positive cash flow and we are not able to secure
additional financing, we would be forced to curtail or cease our operations.

                                       24
<PAGE>

FUTURE EXPENDITURES

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

RECENT ACCOUNTING PRONOUNCEMENTS

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

         In May 2003, the FASB issued SFAS No. 149; Amendment of Statement 133
on Derivative Instruments and Hedging Activities ("SFAS 149") which provides for
certain changes in the accounting treatment of derivative contracts. SFAS 149 is
effective for contracts entered into or modified after June 30, 2003, except for
certain provisions that relate to SFAS No. 133 Implementation Issues that have
been effective for fiscal quarters that began prior to June 15, 2003, which
should continue to be applied in accordance with their respective effective
dates. The guidance should be applied prospectively. The adoption of SFAS 149 is
not expected to have a material impact on the Company's financial position,
results of operations or liquidity.

         In May 2003, the FASB issued SFAS No. 150, Accounting for Certain
Financial Instruments with Characteristics of both Liabilities and Equity ("SFAS
150"). This new statement changes the accounting for certain financial
instruments that, under previous guidance, issuers could account for as equity.
It requires that those instruments be classified as liabilities in balance
sheets. Most of the guidance in SFAS 150 is effective for all financial
instruments entered into or modified after May 31, 2003, and otherwise is
effective at the beginning of the first interim period beginning after June 15,
2003. The adoption of SFAS 150 is not expected to have a material impact on the
Company's financial position, results of operations or liquidity.

         In November 2002, the FASB issued FASB Interpretation No. 45,
"Guarantor's Accounting and Disclosure Requirements for Guarantees, Including
Indirect Guarantees of Indebtedness of Others" ("FIN 45"). FIN 45 requires that
a liability be recorded in the guarantor's balance sheet upon issuance of a
guarantee. In addition, FIN 45 requires disclosures about the guarantees that an
entity has issued, including a reconciliation of changes in the entity's product
warranty liabilities. The initial recognition and initial measurement provisions
of FIN 45 are applicable on a prospective basis to guarantees issued or modified
after December 31, 2002, irrespective of the guarantor's fiscal year-end. The
disclosure requirements of FIN 45 are effective for the Company for financial
statements of interim periods beginning July 1, 2003.

         In January 2003, the FASB issued FASB Interpretation No. 46,
"Consolidation of Variable Interest Entities" ("FIN 46"), which represents an


                                       25
<PAGE>

interpretation of Accounting Research Bulletin No. 51 ("ARB 51"), "Consolidated
Financial Statements". ARB 51 requires that a Company's financial statements
include subsidiaries in which the Company has a controlling financial interest.
That requirement usually has been applied to subsidiaries in which the Company
has a majority voting interest. However, the voting interest approach is not
effective in identifying controlling financial interests in entities (referred
to as " variable interest entities") that are not controllable through voting
interests or in which the equity investors do not bear the residual economic
risks. FIN 46 provides guidance on identifying variable interest entities and on
assessing whether a Company's investment in a variable interest entity requires
consolidation thereof. FIN 46 is effective immediately for investments made in
variable interest entities after January 31, 2003 and it is effective in the
first fiscal year or interim period beginning after June 15, 2003 for
investments in variable interest entities made prior to February 1, 2003. The
adoption of FIN 46 is not expected to have a material impact on the Company's
financial position, results of operations, or liquidity.

Item 7.  Financial Statements and Supplementary Data.

         Our financial statements appear on pages F-1 to F-27


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.

Item 8A. Controls and Procedures

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


                                       26
<PAGE>

covered by this Report that have materially affected, or are reasonably likely
to materially affect, our internal control over financial reporting.

         During the fourth quarter of last year, AngelCiti inadvertently made
approximately $18,000 of payments for the benefit of Baroda. These payments were
repaid to AngelCiti by Baroda in full shortly after they were made. As Baroda is
controlled by George Gutierrez, president and a director of AngelCiti, these
payments may have been made in violation of Section 402 of the Sarbanes Oxley
Act of 2002 and Section 13(k) of the Exchange Act as said provisions make it
unlawful for any issuer, directly or indirectly, to extend or maintain credit in
the form of a personal loan to or for any director or executive officer of that
issuer. The incident had been brought to the attention of the AngelCiti after
the effects of the potential violation had been reversed. AngelCiti has been
advised to employ procedures designed to ensure that no potential violations of
this type occur in the future and has implemented the same.

                                    Part III

Item 9.  Directors, Executive Officers, Promoters and Control Persons;
         Compliance with Section 16(a) of the Exchange Act.

DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSON

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

NAME                       AGE              POSITIONS HELD
------------------------------------------------------------------------------
Larry S. Hartman(1)         38              Director, Chief Executive Officer,
                                            President, Treasurer (CFO)
                                            and Secretary of Omega
Carl R. Ceragno(1)          57              Director of Omega
George Gutierrez (1)        40              CEO, President and
                                            Director of AngelCiti
Dean Ward(1)                39              CFO, Treasurer, Secretary and
                                            Director of AngelCiti

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

         Lawrence S. Hartman. Lawrence S. Hartman has served as our Chief
Executive Officer, Chairman of the Board of Directors and Secretary since May
14, 1999. Mr. Hartman expanded his duties to serve as our president, treasurer
and chief financial officer as well, since December 1, 2001. Mr. Hartman's daily
activities include supervising development of online casino activities, meeting
and speaking with potential business affiliates, working with our legal counsel,
accountants, and auditors, and general corporate administration. Mr. Hartman
currently devotes approximately 30 hours per week towards our operations. Since


                                       27
<PAGE>

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 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. [We
need a questionnaire for Carl]

         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.

         George Gutierrez. Mr. Gutierrez has served as AngelCiti's chief
executive officer, president and director since January 20, 2003. He has served
as president of Commercial LT Baroda, SA since April of 1998. Baroda is a data
processing company in the gaming industry, providing call center set-up, 24-hour
customer service, and general operations management. Mr. Gutierrez is
responsible for general operations of Baroda as its senior executive officer.
Mr. Gutierrez has served as the CEO of Kailuamana SA, a company, which provides
investment banking services to Latin clientele, since November 1999. Kailuamana,
SA is a principal shareholder of Omega. Since April of 2001, Mr. Gutierrez has
served as the president of First National Consulting Inc., a Belize corporation
("FNC") that processes online gaming transactions. FNC was acquired by us in
September of 2003. Mr. Gutierrez has served as President of Worldwide since its
inception.

                                       28
<PAGE>

         Dean Ward. Mr. Ward has served as AngelCiti's chief financial officer,
secretary, treasurer and director since January 20, 2003. He has served as the
treasurer of Baroda since April of 1998. Mr. Ward handles the day-to-day money
management and accounting functions for Baroda. From January of 2001 through
March of 2002, he also served as President of Capital Holdings Group Worldwide
Limited ("Capital"), an investment group, handling its day-to-day operations.
Capital was and continues to be a stockholder of Omega.

SECTION 16 (A) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE

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

         However, AngelCiti is subject to the provisions of Section 16(a) of the
Exchange Act. Section 16(a) of the Exchange Act requires AngelCiti's directors,
executive officers and persons who own more than 10% of a class of the Company's
equity securities which are registered under the Exchange Act to file with the
Securities and Exchange Commission initial reports of ownership and reports of
changes of ownership of such registered securities. Such executive officers,
directors and greater than 10% beneficial owners are required by Commission
regulation to furnish AngelCiti with copies of all Section 16(a) forms filed by
such reporting persons.

         To the Company's knowledge, based solely on a review of the copies of
such reports furnished to AngelCiti and on representations that reports required
to be filed have been filed, George Gutierrez and Dean Ward, our executive
officers and directors, have not filed their Forms 3, 4 and/or 5 in a timely
manner. However, as of the date of this Report, said filings have been made.

AUDIT COMMITTEE FINANCIAL EXPERT

         Given our limited operations and resources, and the limited size of our
management team, neither we nor AngelCiti have an audit committee or an audit
committee financial expert. At such time as our respective 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

         As of the date of this Report, neither we nor AngelCiti has 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
respective management teams and limited ongoing operations. To the extent that
our operations increase and we expand our respective management teams, it is
anticipated that we would adopt such a code of ethics at that time.

                                       29
<PAGE>

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.

         AngelCiti's Articles of Incorporation, as amended, limit the personal
liability of its officers and directors from the claims of AngelCiti or its
shareholders for damages for breach of fiduciary duty as a director or officer
involving any act or omission of any such director or officer provided, however,
that such liability is not limited for acts or omissions involving intentional
misconduct, fraud or a knowing violation of the law, or the payment of dividends
in violation of Section 78.300, Nevada Revised Statutes.

         AngelCiti's Bylaws provide that any person serving as its officer or
director or was serving at the request or for the benefit of AngelCiti as a
director or officer of another corporation, or as its representative in a
partnership, joint venture, trust or other enterprise, shall be indemnified and
held harmless to the fullest extent legally permitted under Nevada law against
all expenses, liability and loss (including attorney's fees, judgments, fines
and amounts paid or to be paid in settlement) reasonably incurred or suffered by
said person in connection therewith.

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. However, AngelCiti pays Mr. Hartman a monthly consulting
fee of $5,000 which had been increased from $4,166 and $4,400, pursuant to the
terms of a one year oral consulting agreement that renews automatically for
successive one year terms unless terminated by either Mr. Hartman or AngelCiti
within 60 days of the end of each one year term. We do not currently have any
employee incentive stock option plan.

         Messrs. Gutierrez and Ward were not paid a salary by AngelCiti during
the year ending December 31, 2003. However, they may be paid a salary in the
future should AngelCiti's operations and cash flow permit.



                                       30
<PAGE>

         The following table sets forth the compensation of our sole officer and
executive officers of AngelCiti for the last three (3) fiscal years:
<TABLE>
<CAPTION>
                                       ANNUAL COMPENSATION           LONG TERM COMPENSATION
NAME AND                               -------------------     ---------------------------------
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
CEO, CFO and secretary          2001   $  50,000     $0.00          $0.00   $0.00   $0.00   $0.00  $0.00
of Omega                        2002   $  52,800     $0.00          $0.00   $0.00   $0.00   $0.00  $0.00
                                2003   $     -0-     $0.00     $55,200.00   $0.00   $0.00   $0.00  $0.00

Brian Hurley - CEO, CFO         2001   $ 163,000     $0.00          $0.00   $0.00   $0.00   $0.00  $0.00
and secretary of AngelCiti      2002   $     -0-     $0.00          $0.00   $0.00   $0.00   $0.00  $0.00

Georgios Polyhronopoulos -
CEO/president                   2002   $     -0-   $11,320(3)       $0.00   $0.00   $0.00   $0.00  $0.00

George Gutierrez, CEO and
president of AngelCiti (4)(5)   2003   $     -0-     $0.00          $0.00   $0.00   $0.00   $0.00  $0.00

Dean Ward, CFO and vice
president of AngelCiti (4)(5)   2003   $     -0-     $0.00          $0.00   $0.00   $0.00   $0.00  $0.00
</TABLE>

----------
(1) At December 31, 2001, amounts due Mr. Hartman for deferred compensation were
    $36,260, all of which had subsequently been forgiven. No salary was deferred
    during 2002.
(2) Does not include loans made to Mr. Hartman or a non-accountable expense
    allowance payable to Mr. Hartman. The non-accountable expense allowance
    serves as reimbursement of personal funds expended for business purposes.
    Mr. Hartman's other compensation for 2003 was paid by AngelCiti.
(3) Represents $11,320 of management fees paid to Mr. Polyhronopoulos during
    2002.
(4) Does not include compensation payable to Baroda pursuant to the Sublease
    Agreement entered into between Worldwide and Baroda. Baroda is controlled by
    Messrs. Gutierrez and Ward.
(5) Does not include 12,000,000 post-split restricted shares of AngelCiti common
    stock that Omega had paid to a company controlled by Mr. Gutierrez or
    12,000,000 post-split restricted shares of AngelCiti common stock that Omega
    had paid to a company controlled by Mr. Ward.

TERMS OF OFFICE

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

DIRECTOR'S COMPENSATION

         No compensation has been paid to inside directors for service in such
capacity in the past. 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, 2002 or 2003. 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.

                                       31
<PAGE>

Item 11. Security Ownership of Certain Beneficial Owners and Management

         As of December 31, 2003, we had 24,566,333 common shares issued and
outstanding. The following table sets forth the ownership, as of December 31,
2003, of our common stock by each person known by us to be the beneficial owner
of more than 5% of our outstanding common stock, our officers and directors, and
all of our executive officers and our directors as a group. All persons named
have sole voting and investment power with respect to such shares, subject to
community property laws, and except as otherwise noted.

                                                                   PERCENTAGE OF
TITLE OF                                             NO. OF         OUTSTANDING
CLASS             NAME & ADDRESS                     SHARES            SHARES
--------------------------------------------------------------------------------
Common stock      Lawrence S. Hartman              9,040,000(1)         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             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 & Whalsay, 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 Gutierrez, who is also a principal of Baroda. Messrs.
    Gutierrez and Ward are executive officers and directors of AngelCiti.

                                       32
<PAGE>

CHANGES IN CONTROL

         There are currently no arrangements which would result in a change in
control of our management. However, during the fourth calendar quarter of 2003,
AngelCiti entered into a Loan and Security Agreement with an unrelated third
party (the "Loan Agreement") that provided for a credit facility of up to
$2,430,000 that could be distributed in one or more draws. The Loan Agreement is
entered into on a best efforts basis and the lender is not obligated to advance
any funds to AngelCiti. AngelCiti's obligations under the Loan Agreement, once
they draw the first dollar from this loan facility, will be secured by 49,020
shares of its Series B Convertible Preferred shares. Upon AngelCiti's uncured
default of its obligations to this lender, the Lender would be entitled to take
possession of all of the convertible preferred shares, which, if fully converted
into AngelCiti's common shares, would represent 1,176,480,000 of said shares and
provide the lender with voting control over AngelCiti's management and of its
business. As of the date of this Report, AngelCiti has not drawn any funds from
this credit facility and has delivered no collateral to the lender in connection
therewith.

            The Loan Agreement, by its terms, prohibits AngelCiti from issuing
any additional shares, including those that it has been issuing pursuant to its
ongoing Regulation S offering, without the lender's consent. It requires
AngelCiti to, among other things, increase its authorized capital, register
underlying common stock that would be issued to the lender in connection with
its exercise of certain warrants, and pay the lender an origination fee equal to
10% of each advanced draw. The foregoing terms are costly and may have an
adverse effect on AngelCiti's ability to repay the loan and prevent a change in
control of its management. Moreover, the loan subjects AngelCiti to certain
affirmative and negative covenants, which, if violated, would give rise to a
default under the Loan Agreement and possible change in control.


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.

                                       33
<PAGE>

         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. Effective January 20, 2003, AngelCiti retained the
services of Lawrence Hartman, our Chief Executive Officer, as a consultant,
pursuant to the terms of a verbal one year agreement, for which Mr. Hartman was
to be paid a fee of $4,166.67 per month. This monthly fee was increased to
$4,400 and was again increased to $5,000 in September of 2003. This consulting
agreement continues for a term of one year and renews automatically for
successive one year terms unless terminated by either Mr. Hartman or AngelCiti
within 60 days of the end of each one year term.

         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 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.

                                       34
<PAGE>

         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. This stock currently trades on the over the
counter bulletin board under the symbol CRHI. It is thinly traded and its
closing price as of April 7, 2004 was $0.05 per share. We cannot be certain that
we will be able to liquidate these shares if we decide to do so.

         During July and August of 2002, Georgios Polyhronopoulos, AngelCiti's
former president, loaned AngelCiti $1,220 to pay certain expenses. This loan was
repaid along with interest accruing thereon at the rate of 10% per annum as of
January 20, 2003. During the year ending December 31, 2002, AngelCiti paid Mr.
Polyhronopoulos a total of $11,320 in management fees. A significant portion of
the management fee was paid by AngelCiti to Mr. Polyhronopoulos out of loan
proceeds that we received from RLG in October of 2002.

         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

         After taking into account a 6:1 forward split of our common shares, we
owned 126,000,000 shares of AngelCiti common shares. In July of 2003, we
exchanged 80,000,000 of these shares for 12,000 shares of a newly created class
of AngelCiti Series A preferred shares. In August of 2003 we exchanged an
additional 29,000,000 common shares for another 2,000 AngelCiti Series A
preferred shares. Each of the Series A Preferred Shares entitles us to 5,000
votes per share, thereby providing us with voting control of AngelCiti. As of
April 17, 2003, we paid certain consultants with 53,680,000 post split shares of
AngelCiti common shares that we owned. AngelCiti's common shares were subject to
a 4:1 forward split in August of, 2003, after which we were left with 11,320,000
of its common shares and 14,000 of its Series A preferred shares. As of December
31, 2003, this left us with 291,000,000 votes with out of a total of 494,221,892
votes, or approximately 58.96% voting control.

         During the year ended December 31, 2003, we forgave $85,362 of
inter-company accounts receivable due from AngelCiti. However, at December 31,
2003, we owed AngelCiti $9,078 for funds advanced to pay certain professional
fees. This balance is expected to be offset against future inter-company
activity in the form of certain expense reimbursements, during the first
calendar quarter of 2004. In May of 2003, we contributed computer equipment to
AngelCiti that AngelCiti uses to house its gaming software. This equipment had
net book value of $17,939 at that date.

                                       35
<PAGE>

         We have entered into a verbal marketing agreement with AngelCiti,
pursuant to which we are to promote the establishment of internet links with
unrelated marketing affiliates designed to provide Equivest and other casino
operators with whom we may do business with new players. Pursuant to this verbal
agreement, we have agreed to charge AngelCiti from 2%-5% of all net casino
winnings derived from players referred by the links that we have established
following a trial period. The trial period has lapsed and it does not appear
that we will earn any revenues as a result of this Agreement.

         Worldwide and Baroda, a company controlled by George Gutierrez and Dean
Ward, executive officers and directors of AngelCiti, had entered into a
Commercial Sublease and Service agreement with Baroda (the "Sublease") that
required Worldwide to, among other things, pay Baroda no more than base rent of
$6,000 per month, $2,000 per month for phone service, bandwidth usage at the
rate of $12,000 per month, general accounting services at a rate of $2,500 per
month, human resources services at a rate of $1,500 per month, as well as
employment service usage on an as-needed basis at rates ranging from $900 per
month to $3,000 per month Baroda had permitted Worldwide to defer payments due
under the Sublease. During the year ending December 31, 2003, we repaid Baroda
$324,356 of deferred Sublease payments, leaving a year-end balance of $4,435
which was repaid in full in January of 2004. Following Worldwide's relocation to
smaller space in Costa Rica, Worldwide's base rent payable to Baroda was reduced
to $400 per month. Assuming Worldwide's employment service usage does not
materially increase, its ongoing monthly payments to Baroda should be less than
the monthly amounts that it had paid during the course of 2003. However, no
assurance is given that this will be the case. Additionally, Worldwide paid
Baroda a fee of $12,500 per month for the months of December 2002, January 2003
and February 2003 for marketing services rendered to Worldwide, designed to draw
betting traffic to Equivest URL's, pursuant to the terms of a written agreement
that expired on October 31, 2003. This agreement was not renewed.

         During the fourth calendar quarter of 2003, AngelCiti inadvertently
made $18,549 of payments for the benefit of Baroda. These payments were repaid
to AngelCiti in full shortly after they were made. As Baroda is controlled by
George Gutierrez, AngelCiti's president and one of its directors, these payments
may have been made in violation of Section 402 of the Sarbanes Oxley Act of 2002
and Section 13(k) of the Exchange Act as said provisions make it unlawful for
any issuer, directly or indirectly, to extend or maintain credit in the form of
a personal loan to or for any director or executive officer of that issuer.

         Kailuamana Corp., SA ("Kailuamana"), an entity that is controlled by
George Gutierrez, president and a director of AngelCiti, currently owns
2,500,000 or 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. Together with Wye & Whalsay, Ltd. ("W&W"), a company
controlled by Dean Ward, who serves as vice president and a director of
AngelCiti, Kailuamana owns approximately 19% of our issued and outstanding
common shares.

         October 9, 2002, AngelCiti borrowed $25,000 from RLG Alliance Group,
SA, ("RLG") a company controlled by our current president, George Gutierrez,
pursuant to the terms of a non-interest bearing six month promissory note. This
note had been extended for another six months and was secured by 500,000 of our
pre-split common shares. This loan was repaid in full in December of 2003.

         On September 30, 2003, AngelCiti acquired 100% of First National
Consulting Inc., a Belize corporation that had been processing the gaming


                                       36
<PAGE>

transactions that AngelCiti had administered ("FNC"), from George Gutierrez, in
exchange for nominal consideration. At the time of the transaction, Mr.
Gutierrez had served as president of FNC and AngelCiti, and continues to do so.

         W&W, an entity controlled by Dean Ward, vice president and director of
AngelCiti, currently owns 2,000,000 or 8.14% of our outstanding common shares
that it received from us in connection with his subscription for our shares in
January of 2000. Together with Kailuamana, a company controlled by George
Gutierrez, who serves as president and a director of AngelCiti, W&W owns
approximately 19% of our issued and outstanding shares.

         As of April 17, 2003, we paid certain consultants with shares of
AngelCiti common shares that we owned. Of these shares, 12,000,000 post split
shares were paid to Kailuamana, which is controlled by George Gutierrez,
president and a director of AngelCiti, and 12,000,000 post split shares were
paid to W&W, which is controlled by Dean Ward, vice president and a director of
AngelCiti.

         In April of 2002, Dean Ward, vice president and a director of
AngelCiti, made a contribution of $16,000 to us, which had been treated for
accounting purposes as contributed capital.

         In May of 2003 we settled a note payable totaling $154,023 with Arnie
Malenenko, a shareholder owning approximately 11.4% of our issued and
outstanding common shares. In connection with this settlement, we paid Mr.
Malenenko 3,000,000 post split restricted shares of AngelCiti common stock

Item 13. Exhibits and Reports on Form 8-K; Supplemental Information

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

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

         2. Financial Statement Schedules - None

         3. Exhibits:

Exhibit No.                Description
-----------                -----------
   2.1            Share Exchange Agreement with IChance International, Inc.**
   3.1            Articles of Incorporation, as amended*
   3.2            Bylaws, as amended*
  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)*
  31.1            Rule 13a-14(a)/15d-14(a) Certification of Lawrence Hartman
  32.1            Certification Pursuant to 18 U.S.C Section 1350 as adopted
                  pursuant to Section 906 of the Sarbanes-Oxley Act of 2002


                                       37
<PAGE>

----------
*   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.

         (b) Reports on Form 8-K

         Incorporated by reference.

         8-K      filed on August 13, 2002
         8-K      filed on November 18, 2002
         8-K      filed on January 29, 2003

         (c) Supplemental Information

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


Item 14. Principal Accountant Fees and Services

Audit Fees. We were billed for and paid our current auditors, Salberg & Company
$92,000 for professional services rendered by said auditor for the audit of our
annual financial statements and review of the consolidated financial statements
included in our Forms 10-QSB for the 2003 calendar year. Of this sum, $77,000
was attributable to AngelCiti and $15,000 was attributable to Omega Ventures,
Inc We were billed for and paid our current auditors, Salberg & Company $69,500
for professional services rendered by said auditor for the audit of our annual
financial statements and review of financial statements included in our Forms
10-QSB for the 2002 calendar year. Of this sum, $14,500 was attributable to
AngelCiti and $55,000 was attributable to Omega Ventures, Inc.

Audit-Related Fees. We did not pay our auditors and were not billed for any fees
in connection with assurance and related services regarding performance of the
audit or review of our financial statements for the 2003 and 2002 calendar year,
respectively.

Tax Fees. We did not pay our auditors and were not billed for any fees in
connection with tax compliance, tax advice or tax planning during the calendar
years ending December 31, 2003 and December 31, 2002.

All Other Fees. We did not pay our auditors and were not billed for any fees
other than those described above with respect to the calendar years ending
December 31, 2003 and December 31, 2002

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

                                       38
<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 14, 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 14, 2004
Lawrence Hartman            Officer


/s/ Carl Ceragno            Director                          April 14, 2004
------------------------
Carl Ceragno

                                       39



<PAGE>



                      Omega Ventures, Inc. and Subsidiaries

                        Consolidated Financial Statements

                                December 31, 2003






<PAGE>









                      Omega Ventures, Inc. and Subsidiaries

                                    Contents

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

Consolidated Balance Sheet                                                 F-3

Consolidated Statements of Operations                                      F-4

Consolidated Statement of Changes in Stockholders' Equity (Deficiency)     F-5

Consolidated Statements of Cash Flows                                     F-6-7

Notes to Consolidated Financial Statements                                F-8-27









                                      F-1





<PAGE>




                          Independent Auditors' Report


To the Board of Directors of:
    Omega Ventures, Inc.

We have audited the accompanying consolidated balance sheet of Omega Ventures,
Inc. and Subsidiaries as of December 31, 2003 and the related consolidated
statements of operations, changes in stockholders' equity (deficiency) and cash
flows for the years ended December 31, 2003 and 2002. 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.

We conducted our audits in accordance with auditing standards generally accepted
in the United States of America of America. Those standards require that we plan
and perform the audits 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 consolidated 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 audits provide 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 Subsidiaries as of December 31, 2003, and the results of its operations,
changes in stockholders' equity (deficiency) and cash flows for the years ended
December 31, 2003 and 2002, in conformity with accounting principles generally
accepted in the United States of America 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 of $856,433
and net cash used in operations of $737,959 for the year ended December 31,
2003, and an accumulated deficit of $4,247,856 at December 31, 2003. These
matters raise substantial doubt about its 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 3, 2004

                                      F-2
<PAGE>
                      Omega Ventures, Inc. and Subsidiaries
                         Consolidated Balance Sheet
                               December 31, 2003

                                   ASSETS

Current Assets
  Cash                                                              $   118,363
  Loan receivable - related party                                        18,549
  Prepaid and other assets                                                7,532
                                                                    -----------
Total Current Assets                                                    144,444
                                                                    -----------

Equipment, net                                                           14,672
                                                                    -----------

Total Assets                                                        $   159,116
                                                                    ===========

                       LIABILITIES AND STOCKHOLDERS' EQUITY

Current Liabilities
  Accounts payable                                                  $    22,380
  Loan payable - related party                                            4,435
  Accrued royalty payable                                                21,049
  Customer deposits                                                      30,806
  Payouts due                                                            15,445
  Payroll taxes payable                                                   4,993
  Note payable                                                           23,960
  Accrued interest payable                                                  639
  Settlement payable                                                     12,500
                                                                    -----------
Total Current Liabilities                                               136,207
                                                                    -----------

Stockholders' Equity
  Common stock, $0.01 par value, 60,000,000 shares authorized
      24,566,333 shares issued and outstanding                          245,663
  Additional paid in capital                                          4,190,154
  Accumulated deficit                                                (4,247,856)
                                                                    -----------
                                                                        187,961
                                                                    -----------
  Less:  Deferred license fee                                          (138,333)
  Less:  Stock subscription receivable (2,496,548 shares)               (26,719)
                                                                    -----------
Total Stockholders' Equity                                               22,909
                                                                    -----------

Total Liabilities and Stockholders' Equity                          $   159,116
                                                                    ===========

           See accompanying notes to consolidated financial statements

                                      F-3
<PAGE>
                      Omega Ventures, Inc. and Subsidiaries
                      Consolidated Statements of Operations

                                                      Year ended December 31,
                                                       2003            2002
                                                   ------------    ------------

Casino Revenues, net                               $  1,007,427    $    474,098
                                                   ------------    ------------

Operating Expenses
Amortization and Depreciation                            20,626          82,732
Affiliate Commission                                    194,037          94,024
Bad debts                                               108,072         189,561
Consulting                                            1,233,255         540,265
Royalty                                                 205,816          84,756
Marketing                                               220,528          70,500
Advertising                                              37,621          82,908
Legal & Professional fees                               122,310          29,968
Rent                                                     66,549          64,830
Amortization of license fee                             159,167            --
Investor Relations                                       50,000         500,000
Loss on Stock Rescission                                   --            70,257
Website Maintenance                                        --           300,000
Settlement Expense                                       12,500            --
General and Administrative                              553,989         476,244
                                                   ------------    ------------
Total Operating Expenses                              2,984,470       2,586,045
                                                   ------------    ------------

Loss from Operations                                 (1,977,043)     (2,111,947)
                                                   ------------    ------------

Other Income (Expense)
Interest income                                             655          55,783
Other income                                             32,576          62,746
Interest expense                                         (3,666)         (2,924)
Other expense                                            (2,127)         (2,366)
Gain on investment                                      939,239            --
Gain on debt settlement - related party                 153,933            --
Loss on sale of available for sale
 marketable securities                                     --           (50,904)
Loss on impairment of available for
  sale securities                                          --          (102,000)
                                                   ------------    ------------
Total Other Income (Expense), net                     1,120,610         (39,665)
                                                   ------------    ------------

Net Loss                                           $   (856,433)   $ (2,151,612)
                                                   ============    ============

Net Loss Per Share - Basic and Diluted             $      (0.03)   $      (0.09)
                                                   ============    ============

Weighted average number of shares outstanding
           during the year - basic and diluted       24,566,333      24,566,333
                                                   ============    ============

           See accompanying notes to consolidated financial statements

                                      F-4
<PAGE>


                      Omega Ventures, Inc. and Subsidiaries
            Statement of Changes in Stockholders' Equity (Deficiency)
                     Years ended December 31, 2003 and 2002
<TABLE>
<CAPTION>


                                               Common Stock         Additional
                                         ------------------------   Paid - in   Accumulated    Deferred   Subscription
                                           Shares        Amount      Capital      Deficit     License Fee  Receivable      Total
                                         -----------  -----------  -----------  -----------   -----------  -----------  -----------
<S>                                       <C>         <C>          <C>          <C>           <C>          <C>          <C>
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)

Recapitalization - net equity in
  subsidiary                                    --           --        (27,730)        --            --           --        (27,730)

Debt forgiveness, related party                 --           --         25,050         --            --           --         25,050

Cancellation of common stock in
  subsidiary                                    --           --              4         --            --           --              4

Capital contribution                            --           --            250         --            --           --            250

Capital raised in subsidiary, net
  of $137,482 in offering costs                 --           --      1,157,316         --            --        (26,719)   1,130,597

Amortization of deferred license fee
 in subsidiary                                  --           --           --           --         159,167         --        159,167

Stock issued for services in subsidiary         --           --         40,000         --            --           --         40,000

Stock options exercised in connection
  with accrued royalty payment to
  software vendor in subsidiary                 --           --         64,735         --            --           --         64,735

Net Loss, 2003                                  --           --           --       (856,433)         --           --       (856,433)
                                         -----------  -----------  -----------  -----------   -----------  -----------  -----------

Balance, December 31, 2003                24,566,333  $   245,663  $ 4,190,154  $(4,247,856)  $  (138,333) $   (26,719) $    22,909
                                         ===========  ===========  ===========  ===========   ===========  ===========  ===========
</TABLE>

           See accompanying notes to consolidated financial statements

                                      F-5
<PAGE>

                    Omega Ventures, Inc. and Subsidiaries
                     Consolidated Statements of Cash Flows

                                                        Year ended December 31,
                                                         2003           2002
                                                     -----------    -----------
Cash Flows from Operating Activities:
Net loss                                             $  (856,433)   $(2,151,612)
Adjustments to reconcile net loss to net
      cash used in operating activities:
Amortization                                              15,026         75,004
Depreciation                                               5,600          7,728
Bad debts                                                108,072        189,561
Stock based expenses                                      40,000           --
Amortization of deferred consulting,
  investor relations and website
  maintenance expenses                                      --        1,300,000
Loss on stock rescission                                    --           70,257
Loss on sales of available for sale
  marketable securities                                     --           26,649
Loss on impairment of marketable securities                 --          102,000
Interest income from cancelled notes receivable             --          (58,061)
Amortization of deferred license fees                    159,167           --
Gain on investment                                      (939,239)          --
Consulting expenses                                      939,400           --
Gain on debt settlement, related party                  (153,933)          --
Changes in operating assets and liabilities:
(Increase) decrease in:
  Accounts receivable                                   (102,838)      (188,295)
  Prepaid and other assets                                (7,243)        10,651
Increase (decrease) in:
  Accounts payable and accrued liabilities                 1,926        113,206
  Accrued royalty payable                                 54,552           --
  Accrued interest payable                                   639           --
  Accrued interest payable - related party                 1,217           --
  Customer deposits and payouts due                       (6,283)          --
  Payroll taxes payable                                   (2,564)          --
  Settlement Payable                                      12,500           --
  Net liabilities from discontinued operations            (2,755)
  Other                                                   (4,770)          --
                                                     -----------    -----------
Net Cash Used in Operating Activities                   (737,959)      (502,912)
                                                     -----------    -----------

Cash Flows from Investing Activities:
  Loan receivable - related party                        (18,549)          --
  Cash acquired from acquisition                              75           --
  Purchase of property and equipment                        --          (28,000)
  Purchase of software                                      --          (90,030)
  Proceeds from sale of available for
    sale securities                                         --           37,783
                                                     -----------    -----------
Net Cash Used in Investing Activities                    (18,474)       (80,247)
                                                     -----------    -----------

Cash Flows from Financing Activities:
  Proceeds from issuance of common stock,
    net of offering costs                              1,130,597        282,400
  Contributed capital                                       --           16,000
  Proceeds from note payable                              23,960           --
  Proceeds from loan payable - related party                --          328,791
  Repayment of loan payable - related party             (324,356)          --
                                                     -----------    -----------
Net Cash Provided by Financing Activities                830,201        627,191
                                                     -----------    -----------

Net Increase in Cash                                 $    73,768    $    44,032

Cash at Beginning of Period                               44,595            563
                                                     -----------    -----------

Cash at End of Period                                $   118,363    $    44,595
                                                     ===========    ===========

Supplemental Disclosure of Cash Flow Information
Cash Paid for:
     Interest                                        $     9,091    $      --
                                                     ===========    ===========
     Taxes                                           $      --      $      --
                                                     ===========    ===========

           See accompanying notes to consolidated financial statements

                                      F-6
<PAGE>


                      OMEGA VENTURES, INC. AND SUBSIDIARIES
                      CONSOLIDATED STATEMENTS OF CASH FLOWS
                                DECEMBER 31, 2003


SUPPLEMENTAL DISCLOSURE OF NON-CASH INVESTING AND FINANCING ACTIVITIES:

There were no non-cash investing and financing transactions to report for Omega
for the year ended December 31, 2003. All transactions listed below refer to the
Company's majority-owned subsidiary and issuer, AngelCiti:

On March 4, 2003, the Company issued 2,400,000 shares of common stock in
connection with a financial consulting agreement. The shares issued were valued
at $40,000. (See Notes 5 and 11(B))

In May 2003, a shareholder contributed 16,000 shares of common stock having a
fair value of $4.

On July 1, 2003, the Company issued 12,000 shares of preferred stock, Series A,
in exchange for the return, cancellation, and retirement of 320,000,000 shares
of its common stock held by Omega.

On August 15, 2003, the Company issued 2,000 shares of preferred stock, Series
A, in exchange for the return, cancellation, and retirement of 116,000,000
shares of its common stock held by Omega.

On December 11, 2003, the Company issued 2,496,548 shares of common stock in
exchange for a stock subscription receivable of $26,719. The subscription was
received in full in January 2004. (See Notes 11(B) and 16 (C))

During the year ended December 31, 2003, Omega forgave $85,362 of intercompany
accounts receivable from AngelCiti. (See Note 12)

During the year ended December 31, 2003, the Company issued 1,819,237 shares of
common stock upon exercise of stock options held by software vendor in
connection with the settlement of accrued royalty payments to that vendor. The
exercise price and fair value of that transaction was $64,735. (See Note 8(B))

During 2003, the Company had certain liabilities owed to its landlord, a related
party, that were forgiven totaling $25,050. The forgiveness was treated as a
contribution of capital (See Notes 11(D) and 12).


           See accompanying notes to consolidated financial statements


                                      F-7
<PAGE>

                      OMEGA VENTURES, INC. AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                DECEMBER 31, 2003


NOTE 1   NATURE OF OPERATIONS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

         (A) NATURE OF OPERATIONS

         Omega Ventures, Inc. (F/K/A AngelCiti Entertainment, Inc.) ("Omega")
         was incorporated in the state of Nevada on May 14, 1999 with its
         primary operations located in Southern California through the end of
         2001. The Company sold its subsidiary, Worldwide Management S.A. D/B/A
         Worldwide Capital Holdings, ("Worldwide") to AngelCiti Entertainment,
         Inc. f/k/s iChance International, Inc. ("AngelCiti") in January 2003.
         The transaction was accounted for as a recapitalization of Omega,
         reducing its voting interest in Worldwide to 88% at that time (59% at
         December 31, 2003).

         Pursuant to SFAS No. 94 "Consolidation of All Majority-Owned
         Subsidiaries", Omega, although it does not have common stock ownership
         exceeding 50% of AngelCiti outstanding common stock (only 5% control
         through common stock ownership), Omega holds AngelCiti Series A, voting
         preferred stock, that by the stated rights of the voting privileges,
         Omega has voting control.

         Omega Ventures, Inc. and its majority owned subsidiaries AngelCiti
         Entertainment, Inc., Worldwide Management, S.A. and First National
         Consulting, Inc. ("FNC"), herein are collectively referred to as the
         "Company."

         AngelCiti Entertainment, Inc.'s subsidiary, Worldwide Management, was
         incorporated in Costa Rica in 2002, and acquired by AngelCiti on
         January 20, 2003. The transaction was accounted for as a
         recapitalization of Worldwide. (See Note 11(A)) AngelCiti acquired FNC,
         a Belize Corporation, and related party in September 2003 (see Note
         13).

         Omega's operating focus is online marketing and it operates a website
         known as casinopaycheck.com, which serves as a customer referral
         service for online casinos. The Company has not generated any revenues
         from this business through December 31, 2003.

         The Company's majority owned subsidiary is a software licensor and
         administers software-based games of chance through the Internet. The
         Company uses state-of-the-art casino gaming and sports book software
         under a license arrangement with a casino software development company.
         The Company launched its internet gaming operations on May 2, 2002.
         There are significant legislative risks and uncertainties regarding
         on-line gaming operations (see Note 6(B)).

         (B) PRINCIPLES OF CONSOLIDATION

         The consolidated financial statements include the accounts of Omega
         Ventures, Inc. and its majority owned subsidiaries AngelCiti, Worldwide
         and FNC. All significant intercompany accounts and transactions have
         been eliminated in consolidation.

                                      F-8
<PAGE>
                      OMEGA VENTURES, INC. AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                DECEMBER 31, 2003

         (C) USE OF ESTIMATES

         In preparing the consolidate financial statements, management is
         required to make estimates and assumptions that effect the reported
         amounts of assets and liabilities and disclosure of contingent assets
         and liabilities at the date of these financial statements and revenues
         and expenses during the period presented. Actual results may differ
         from these estimates.

         Significant estimates in 2003 include an estimate of the deferred tax
         asset valuation allowance, allowance for doubtful accounts on accounts
         receivable, amortization period on prepaid license fees, depreciable
         lives on equipment and valuation of stock based expenses.

         (D) CASH EQUIVALENTS

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

         (E) 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.

         (F) 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. There were no impairment charges during the year ended
         December 31, 2003.

                                      F-9
<PAGE>
                      OMEGA VENTURES, INC. AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                DECEMBER 31, 2003

         (G) 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 or warrants issued to
         non-employees for goods or services in accordance with the fair value
         method of SFAS 123. Under this method, the Company records an expense
         equal to the fair value of the options or warrants issued. The fair
         value is computed using an options pricing model.

         (H) REVENUE RECOGNITION

         Following the guidance of Staff Accounting Bulletin No. 101 and the
         AICPA's guidance on revenue recognition for casinos, casino revenue is
         the net win from complete gaming activities, which is the difference
         between gaming wins and losses. Additionally, the value of promotional
         bonus dollars provided to customers is netted with revenues.

         The total amount wagered ("handle") was $ 54,489,158 for the year ended
         December 31, 2003. The relationship of net casino revenues to handle
         ("hold percentage") was 1.85% for the year ended December 31, 2003.

         (I) 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 years ended December 31, 2003 and
         2002 were $37,621 and $82,908, respectively.

         (J) INCOME TAXES

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

         (K) NET LOSS PER COMMON SHARE

         Basic net income (loss) per common share (Basic EPS) excludes dilution
         and is computed by dividing net income (loss) by the weighted average
         number of common shares outstanding during the year. Diluted net income
         per share (Diluted EPS) reflects the potential dilution that could
         occur if stock options or other contracts to issue common stock, such
         as convertible notes, were exercised or converted into common stock. At
         December 31, 2003, there were no common stock equivalents outstanding,
         which may dilute future earnings per share.

         (L) RECLASSIFICATIONS

         Certain amounts in the year 2002 consolidated financial statements have
         been reclassified to conform to the year 2003 consolidated
         presentation.

                                      F-10
<PAGE>
                      OMEGA VENTURES, INC. AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                DECEMBER 31, 2003

         (M) 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 the value. For purpose 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; loan receivable - related party, accounts payable, loan
         payable - related party, and note payable, approximate fair value due
         to the relatively short period to maturity for these instruments.

         (N) ACCOUNTING FOR THE SALE OF SUBSIDIARY STOCK

         The Company recognizes sales of its subsidiary's unissued capital stock
         for proceeds in excess of its investment as capital.

         The Company recognizes the sale or exchange of its subsidiary's issued
         shares held by the Parent as gains or losses in operations, as
         applicable.

         (O) NEW ACCOUNTING PRONOUNCEMENTS

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

         In May 2003, the FASB issued SFAS No. 149; Amendment of Statement 133
         on Derivative Instruments and Hedging Activities ("SFAS 149") which
         provides for certain changes in the accounting treatment of derivative
         contracts. SFAS 149 is effective for contracts entered into or modified
         after June 30, 2003, except for certain provisions that relate to SFAS
         No. 133 Implementation Issues that have been effective for fiscal
         quarters that began prior to June 15, 2003, which should continue to be
         applied in accordance with their respective effective dates. The
         guidance should be applied prospectively. The adoption of SFAS 149 did
         not have a material impact on the Company's financial position, results
         of operations or liquidity.

         In May 2003, the FASB issued SFAS No. 150, Accounting for Certain
         Financial Instruments with Characteristics of both Liabilities and
         Equity ("SFAS 150"). This new statement changes the accounting for
         certain financial instruments that, under previous guidance, issuers
         could account for as equity. It requires that those instruments be
         classified as liabilities in balance sheets. Most of the guidance in
         SFAS 150 is effective for all financial instruments entered into or
         modified after May 31, 2003, and otherwise is effective at the
         beginning of the first interim period beginning after June 15, 2003.
         The adoption of SFAS 150 did not have a material impact on the
         Company's financial position, results of operations or liquidity.

         In November 2002, the FASB issued FASB Interpretation No. 45,
         "Guarantor's Accounting and Disclosure Requirements for Guarantees,
         Including Indirect Guarantees of Indebtedness of Others" ("FIN 45").

                                      F-11
<PAGE>
                      OMEGA VENTURES, INC. AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                DECEMBER 31, 2003

         FIN 45 requires that a liability be recorded in the guarantor's balance
         sheet upon issuance of a guarantee. In addition, FIN 45 requires
         disclosures about the guarantees that an entity has issued, including a
         reconciliation of changes in the entity's product warranty liabilities.
          The initial recognition and initial measurement provisions of FIN 45
         are applicable on a prospective basis to guarantees issued or modified
         after December 31, 2002, irrespective of the guarantor's fiscal
         year-end. The disclosure requirements of FIN 45 are effective for the
         Company for financial statements of interim periods beginning July 1,
         2003. The adoption of FIN 46 did not have a material impact on the
         Company's financial position, results of operations, or liquidity.

         In January 2003, the FASB issued FASB Interpretation No. 46,
         "Consolidation of Variable Interest Entities" ("FIN 46"), which
         represents an interpretation of Accounting Research Bulletin No. 51
         ("ARB 51"), "Consolidated Financial Statements". ARB 51 requires that a
         Company's financial statements include subsidiaries in which the
         Company has a controlling financial interest. That requirement usually
         has been applied to subsidiaries in which the Company has a majority
         voting interest. However, the voting interest approach is not effective
         in identifying controlling financial interests in entities (referred to
         as " variable interest entities") that are not controllable through
         voting interests or in which the equity investors do not bear the
         residual economic risks. FIN 46 provides guidance on identifying
         variable interest entities and on assessing whether a Company's
         investment in a variable interest entity requires consolidation
         thereof. FIN 46 is effective immediately for investments made in
         variable interest entities after January 31, 2003 and it is effective
         in the first fiscal year or interim period beginning after June 15,
         2003 for investments in variable interest entities made prior to
         February 1, 2003. The adoption of FIN 46 did not have a material impact
         on the Company's financial position, results of operations, or
         liquidity.

NOTE 2   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, 2003.

During the year ended December 31, 2003, the Company recorded a bad debt expense
for the holdback of $ 108,072.

Accounts receivable with credit card processors at December 31, 2003 was as
follows:

          Accounts receivable                     $    153,763
          Allowance for chargebacks                   (153,763)
                                                  ------------
          ACCOUNTS RECEIVABLE, NET                $       -
                                                  ============

                                      F-12
<PAGE>
                      OMEGA VENTURES, INC. AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                DECEMBER 31, 2003

NOTE 3   LOAN RECEIVABLE - RELATED PARTY

At December 31, 2003, the Company's Subsidiary (Worldwide) had a loan receivable
of $18,549 from its landlord, a related party due to the landlord being owned
and operated by the Company's President. (See Notes 12 and 16) The loan is
non-interest bearing, unsecured and due on demand. Section 402 of the Sarbanes
Oxley Act of 2002 ("Sarbanes Oxley") and Section 13(k) of the Securities
Exchange Act of 1934, as amended (the "Exchange Act") make it "unlawful for any
issuer, directly or indirectly...to extend or maintain credit...in the form of a
personal loan to or for any director or executive officer of that issuer."
Worldwide's payments made for the benefit of its landlord may constitute a
violation of the aforementioned laws. As the payments do not represent a
personal loan to the president in the strict sense, the payments may not
constitute a violation of the aforementioned laws. Nonetheless, as a potential
violation may have occurred, Section 307 of Sarbanes Oxley requires notification
of this issue. As the loan has already been repaid in January 2004 (See Note 16)
and the effects of the potential violation have been reversed, no further action
on the part of the Company is required, other than to employ procedures designed
to ensure that no violations of this type occur in the future.

NOTE 4   EQUIPMENT

Equipment at December 31, 2003 is as follows:

         Computer equipment                                        $     28,000
         Less: accumulated depreciation                                  (5,600)
         Less: accumulated depreciation on contributed
         equipment (see Note 11(F))                                      (7,728)
                                                                   ------------
         Equipment, net                                            $     14,672
                                                                   ============

Depreciation expense for the years ended December 31, 2003 and 2002 were $5,600
and $0, respectively.

NOTE 5  DEFERRED EXPENSES

On March 4, 2003, AngelCiti entered into a six-month financial consulting
agreement with Marlin International Venture Capital, LLC ("Marlin") to provide
business and financial consulting services. Under the terms of the agreement,
Marlin received a fee of $110,000 upon execution of the agreement. In addition,
Marlin received 2,400,000 shares of AngelCiti's common stock. The common stock
issued for consulting fees pursuant to the March 4, 2003 agreement had a fair
value of $0.017 per share totaling $40,000 based on the recent cash offering
price at that time. In addition, Marlin would be entitled to a percentage of all
amounts raised under debt or equity arrangements. As of the December 31, 2003,
the $110,000 fee had been paid in full. Total fees of $110,000 and $40,000 were
recognized ratably over the agreement term.

For the year ended December 31, 2003, the Company recognized consulting expenses
aggregating $150,000. Of this total, $58,333 and $ 91,667 related to expense
recognition for deferred consulting fees (assets) and deferred consulting fees
(equity), respectively.

                                      F-13
<PAGE>
                      OMEGA VENTURES, INC. AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                DECEMBER 31, 2003

NOTE 6   COMMITMENTS AND CONTINGENCIES

         (A) COMMITMENTS

         On January 20, 2003, ("effective date"), AngelCiti and Worldwide
         entered into an agreement with Equivest Opportunity Fund, Inc.
         ("Equivest") whereby the Company sold Equivest 14 online gaming URL's.
         The Company also entered into a sublicense agreement with Equivest
         whereby the Company was to administer Equivest's online casino sites.
         Pursuant to this agreement, Equivest is obligated to pay the Company a
         fee equal to 95% of the net proceeds derived from the operations of the
         casino websites plus all expenses associated with the operations and
         marketing of the casino websites. As a result of this agreement, the
         Company has an economic concentration with Equivest as substantially
         all of its revenues are derived from the sublicensing of software to
         Equivest and administration of its online casino operations. As a
         result of such concentration, the Company 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 Company. As of December 31,
         2003, there have been no events that have adversely effected the
         operations of the Company. The term of the agreement with Equivest is
         from three years from the effective date and terminates on January 19,
         2006. The agreement automatically renews for one year periods on each
         annual anniversary of the effective date unless it is sooner
         terminated. As of December 31, 2003, Equivest was not owed any fees
         under the terms of its agreement with the Company.

         (B) CONTINGENCIES

         Online casino operations are generally subject to applicable laws in
         the jurisdictions in which they offer services. As a portion of the
         winnings of Equivest's online casino operations represent the Company's
         sole source of revenues, such regulations can and do have a material
         effect on our operations. Moreover, given the nature of operations, the
         Company may be directly subject to such regulation as well. In
         recognition of the foregoing, the servers have been relocated to the
         Kannawakee Reservation in Quebec, Canada, where the regulatory
         environment is more favorable to operations.

         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. 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 or differentiate gaming-related transactions from
         other Internet activities and link those transactions 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
         the business, revenues, operating results and financial condition of
         our customers and the Company.

         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

                                      F-14
<PAGE>
                      OMEGA VENTURES, INC. AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                DECEMBER 31, 2003

         necessary for UK companies to compete with the offshore market, which
         already offers bettors "duty free" gambling, and to help regulate the
         UK bookmaking industry. The reform is also intended to bring home major
         UK bookmakers who have fled to offshore tax havens such as Gibraltar,
         Malta, Antigua and Alderney. As a result of this legislation, a UK
         government issued "Bookmakers Permit" is required to accept wagers and
         UK based bookmakers may 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 of America and other governments towards regulating the
         industry.

         In the future, governments in the United States of America of America
         or other jurisdictions may adopt legislation that restricts, prohibits
         or otherwise legalizes and regulates Internet gambling. The
         legalization and subsequent regulation of Internet casinos may serve to
         benefit land-based casinos that operate their own Internet gaming
         sites, as players may feel more comfortable placing bets with casinos
         whose names and brands they recognize and feel more comfortable with.
         The Company believes that there is little legal guidance that can be
         offered with respect to the prospects for legalization of Internet
         gambling or subsequent regulation thereof.

         The Company is also faced with risks regarding the potential
         prohibition of online casino gaming. A Federal court case in Louisiana
         ruled that online casinos are not violative of federal law. This ruling
         was upheld on appeal. After several unsuccessful attempts in 1998, the
         United States of America 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. A similar bill designed to make processing online gaming
         transactions a criminal offense was passed by the United States of
         America House of Representatives committee on Finance and the Senate
         Banking Committee and both are expected to come to a full vote this
         year. The United States of America Department of Justice has expressed
         certain reservations regarding some of the language and provisions
         contained in the bills in this past year, and both the House and Senate
         bills still need to be reconciled and subsequently signed by the
         President before they can become law. 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 casino gaming and there is a risk that
         governmental authorities could view online casinos as having violated
         such laws. However, the government of Antigua has recently brought suit
         and won a ruling against the United States of America federal
         government in an effort to prevent US legislation from impacting online
         gaming companies that operate out of Antigua. The World Trade
         Organization recently ruled that the United State's interpretation that
         the Wire Act of 1960 made it a crime for offshore casinos to accept
         bets from United States of America residents violated World Trade
         Organization commercial service accords. It is unclear what effect, if
         any, this ruling will have on the United States of America' efforts to
         curtail online casino gaming and it equally unclear as to whether the
         United States of America will appeal the World Trade Organization
         ruling.

                                      F-15
<PAGE>
                      OMEGA VENTURES, INC. AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                DECEMBER 31, 2003

         Several state Attorney Generals 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 of America or other jurisdictions
         against on-line 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 on-line casinos and/or their
         employees. Such proceedings could have a material adverse effect on the
         business, revenues, operating results and financial condition of the
         Company's customers and the Company. 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 or amended in a manner
         that restricts the electronic commerce markets. We intend to minimize
         these potential legal risks by continuing to conduct internet business
         from offshore locations that permit online gaming and by increasing
         marketing efforts in Asia and other foreign jurisdictions that we feel
         are less inclined to impose adverse rules, regulations and laws. There
         is no assurance, however, that these efforts will be successful in
         mitigating the substantial legal risks and uncertainties associated
         with internet gaming related activities.

         Since 2002, the Attorney General of the State of New York has been
         successful in getting more than 10 major financial institutions,
         including Citibank and PayPal, one of the largest internet money
         transfer companies, to stop processing gambling transactions. While he
         has been generally unable to prosecute website operators, many of whom
         are offshore, and hard pressed to prosecute online gamblers, who are
         dispersed all over the globe, he has been more successful sealing off
         the financial pipeline connecting the two. Additionally, federal
         prosecutors from around the United States of America have threatened to
         prosecute on charges of aiding and abetting any businesses in the
         United States of America that provide advertising and financial
         services to internet casinos. As a result, several large media
         operations have stopped running advertisements for offshore casinos and
         other forms of internet gambling.

         Worldwide is a sub-licensor of online gaming software and is an
         administrator of the Equivest's online casino website. It does not own
         online casinos. We do not believe that Worldwide's operations are
         subject to regulations or laws governing the online gaming industry.
         However, given Worldwide's business relationship with Equivest, an
         owner of an online casino, no assurance can be given that any given
         jurisdiction will not take the position that Worldwide is subject to
         their regulations governing online gaming. Equivest, Worldwide's sole
         customer, owns an online casino that is subject to the laws of Costa
         Rica, where recently enacted legislation now requires a gaming license
         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, licensing requirements
         within Costa Rica now represent a significant increase in the cost of
         conducting online casino business.

         Baroda is engaged as an online gaming operator and is subject to the
         licensing requirements imposed by the Costa Rican government. Both
         Worldwide and Equivest currently operate their respective businesses
         under the gaming license of Baroda, pursuant to the terms of
         Worldwide's Commercial Sublease and Services Agreement with Baroda, as
         amended, despite the fact that the Company does not believe that

                                      F-16
<PAGE>
                      OMEGA VENTURES, INC. AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                DECEMBER 31, 2003

         Worldwide and Equivest are required to apply for and possess a license
         in their own names. To the extent that the Costa Rican government
         determines that a gaming license is required for Worldwide and Equivest
         to conduct their respective businesses, no assurance can be given that
         the Costa Rican government will permit Worldwide or Equivest to operate
         their businesses under the umbrella of Baroda's gaming license.
         Worldwide and/or Equivest may 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 the Company's business and the
         business of Equivest, and could result in the termination of
         Worldwide's and Equivest's current operations.

NOTE 7   LOAN AND NOTE PAYABLE

         (A) LOAN PAYABLE, RELATED PARTY

         During the year ended December 31, 2003, the Company's landlord, a
         related party, was repaid $324,356 relating to corporate expenses
         previously paid on behalf of the Company. The remaining loan balance
         was $4,435 at December 31, 2003. The loan advances were non-interest
         bearing, unsecured, and due on demand (See Notes 12 and 16).

         (B) NOTE PAYABLE, UNRELATED PARTY

         On June 21, 2003, the Company entered into a six-month promissory note
         payable with an unrelated third party. Under the terms of the
         promissory note, the Company borrowed $102,500 bearing interest at 2%.
         The note payable was unsecured. At December 31, 2003, the Company had
         repaid the note principal and had a remaining balance of accrued
         interest payable totaling $240.

         On July 1, 2003, the Company entered into a six-month promissory note
         payable with an unrelated third party. Under the terms of the
         promissory note, the Company borrowed $23,960 bearing interest at 2%.
         The note payable is unsecured. At December 31, 2003, the Company had
         related accrued interest payable of $399. The note was repaid in full
         in January 2004 (See Note 16).

         (C) SETTLEMENT PAYABLE

         During 2003, the Company became subject to litigation alleging that
         junk faxes were sent to unintended parties. At December 31, 2003,
         management believes that a settlement is very likely and that they are
         willing to settle, without admitting liability, because the cost of
         defense is high. The range of the settlement is expected to be between
         $1,500 and $12,500. Pursuant to SFAS No. 5, Accounting for
         Contingencies, the Company will accrue the maximum amount of $12,500
         since this amount is probable and reasonably estimable. Additionally,
         management believes that the maximum of the range will be the most
         likely outcome and has taken a conservative approach to reporting the
         results of operations. The Company has recorded $12,500 as a settlement
         payable, which is reflected in the accompanying consolidated balance
         sheet and a related charge to the consolidated statement of operations
         for a settlement expense.

                                      F-17
<PAGE>
                      OMEGA VENTURES, INC. AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                DECEMBER 31, 2003

NOTE 8   ACCRUED ROYALTY PAYABLE

         (A) MONTHLY ROYALTY PERCENTAGE

         Based on the previous month's adjusted monthly net win, the Company is
         subject to a payment equivalent to a percentage of the adjusted monthly
         net win payable to the software licensor, as stipulated in the software
         license agreement. At of December 31, 2003, the Company had accrued
         $21,049 as a royalty payable.

         (B) COMMITMENT FOR MINIMUM ROYALTY PAYMENT

         Pursuant to the terms of the initial agreement, the Company had
         originally been committed to a minimum royalty payment of $10,000 per
         month. In May 2003, the Company entered into an amendment to its
         software license agreement. Under the terms of the amendment, effective
         May 1, 2003, the Company is committed to a minimum monthly royalty
         payment of $20,000 payable in cash as follows: 15% on adjusted net wins
         of $0 - $750,000, 13% on adjusted net wins of $750,001 - $1,500,000,
         and 12% on adjusted net wins exceeding $1,500,000. During the year
         ended December 31, 2003, the software licensor received 15% of the
         adjusted net win in cash and the remaining amount to make up the
         difference through the simultaneous exercise of vested options in
         AngelCiti (see note 11(C)) and repayment by AngelCiti in its shares of
         common stock. Any amounts paid in stock through the exchange of options
         to the software licensor were based on a fixed exercise price of
         $.035417 per share. During the year ended December 31, 2003, AngelCiti
         issued 1,819,237 shares of common stock having a fair value of $64,735
         in connection with this agreement to pay accrued royalty fees upon the
         exercise of these stock options.

         During the year ended December 31, 2003, the Company incurred a royalty
         expense of $205,816.

NOTE 9   CUSTOMER DEPOSITS AND PAYOUTS DUE

         (A) CUSTOMER DEPOSITS

         During the year ended December 31, 2003, the Company received funds
         from its online casino players to be used for online gaming activities.
         These deposits fluctuate due to customers depositing their opening
         balances to be used for gaming activities, any amounts deposited by the
         casino as promotional dollars, 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 9(B)) or recognized as earned revenues (See Note 1(H)). At
         December 31, 2003, the Company had customer deposits on hand of
         $30,806.

         (B) PAYOUTS DUE

         During the year ended December 31, 2003, 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
         9(A)). At December 31, 2003, the Company had payouts due of $15,445.

                                      F-18
<PAGE>
                      OMEGA VENTURES, INC. AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                DECEMBER 31, 2003

NOTE 10  INCOME TAXES

There was no income tax expense for the years ended December 31, 2003 and 2002
due to the Company's consolidated net losses.

The Company's tax expense differs from the "expected" tax expense for the year
ended December 31, 2003 and 2002, (computed by applying the Federal Corporate
tax rate of 34% to loss before taxes), as follows:

                                                   2003               2002
                                              --------------    ----------------
Computed "expected" tax expense (benefit)     $     (291,183)   $
                                                                             -
Change in valuation allowance
                                                     291,183                 -
                                              --------------    ----------------
                                              $          -      $            -
                                              ==============    ================

The effects of temporary differences that gave rise to significant portions of
deferred tax assets and liabilities at December 31, 2003 are as follows:

Deferred tax assets:
Bad debt expense                                        $        36,744
Net operating loss carryforward                                 254,439
                                                        ---------------
Total gross deferred tax assets                                 291,183
Less valuation allowance                                       (291,183)
                                                        ---------------
Net deferred tax assets                                 $           -
                                                        ===============

The Company has a net operating loss carryforward of approximately $748,348
available to offset future taxable income expiring 2023. Utilization of this
loss may be limited due to the change in control, which occurred in January 2003
(See Note 1 (A)).

The valuation allowance at December 31, 2002 was $0. The net change in valuation
allowance during the year ended December 31, 2003 was an increase of $291,183.

NOTE 11   STOCKHOLDERS' DEFICIENCY

         (A) CORPORATE HISTORY AND RECAPITALIZATION

         On January 20, 2003, the Board of Directors adopted a resolution to
         change its corporate name from AngelCiti Entertainment, Inc. to Omega
         Ventures, Inc. (See Note 1(A)).

                                      F-19
<PAGE>
                      OMEGA VENTURES, INC. AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                DECEMBER 31, 2003

         On January 20, 2003, the Company's majority owned subsidiary acquired
         Worldwide from Omega in exchange for 504,000,000 of AngelCiti common
         shares. The transaction was accounted for as a recapitalization of
         Omega. (See Note 1(A)). Subsequent to the acquisition, the consolidated
         balance sheet of Omega consists of the assets and liabilities of Omega,
         AngelCiti, Worldwide and FNC at historical cost. The consolidated
         operations consist of the historical operations of Omega and Worldwide
         and the operations of AngelCiti and FNC from the acquisition date.

         The Company is authorized to issue 60,000,000 shares of common stock
         having a par value of $.01 per share. Omega did not issue any stock
         during the year ended December 31, 2003. At December 31, 2003, the
         Company had 24,566,333 shares of its common stock issued and
         outstanding.

         (B) EQUITY CAPITAL IN SUBSIDIARY

         During 2003, AngelCiti issued 73,858,655 shares of its stock for net
         proceeds of $1,130,597, net of offering costs of $136,482 and a stock
         subscription receivable of $26,719. These transactions, not considering
         other subsidiary equity transactions, decreased Omega's ownership in
         AngelCiti by approximately 13%. As Omega's dollar investment in the
         subsidiary was nominal, any minority interest increase and related loss
         allocation to minority interest was not material.

         Additionally, a vendor of AngelCiti exercised AngelCiti stock options
         in connection with accrued royalties owed to the software vendor, and
         AngelCiti issued 1,819,237 shares of its common stock having an
         exercise price and fair value of $64,735.

         During 2003, AngelCiti issued 2,400,000 shares of common stock in
         connection with a financial consulting agreement. The shares issued
         were valued at $40,000.

         (C) STOCK BASED LICENSE FEES PAID BY ANGELCITI

         In June 2002, under the terms of a software license agreement, the
         Company granted an option to purchase 450,000 shares of common stock to
         the software licensor. The exercise price was 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. The difference between
         the intrinsic value estimate and fair value estimate was not material.
         The following assumptions were used at the date of grant:

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

                  Total Shares (pre-split)                              450,000
                                                                    -----------

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

         In May 2003, ("the Amendment Date") the Company entered into an
         amendment to the software license agreement. Under the terms of the
         amendment, the 450,000 options granted were increased to 10,800,000
         options (due to the effect of the 6 for 1 and 4 for 1 forward splits
         (See Note 11 (B)) with an exercise price of $.035417. The Amendment
         further defined the initial public offering as the date at which the
         Company's stock became publicly traded which was January 20, 2003. As a

                                      F-20
<PAGE>
                      OMEGA VENTURES, INC. AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                DECEMBER 31, 2003

         result of the Amendment, the 10,800,000 options (See Note 8(B)) became
         fully vested on the Amendment Date and the Company amortized $90,000 of
         the deferred license fee. In connection with the stock option exercises
         as discussed in detail at Note 11(B), the Company has 8,980,763 options
         remaining that can be exercised under the terms of the arrangement.

         The Company 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), and an unknown exercise
         price, the Company used the intrinsic value method to estimate the fair
         value of the options granted. The difference between the intrinsic
         value estimate and fair value estimate was not material. The following
         assumptions were used at the date of grant:

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

         In connection with the May 2003 amendment to software license, the
         Company established the vesting dates as July 20, 2003, January 20,
         2004, and July 20, 2004. The Company will amortize a license fee
         expense in the amount of $69,167 on each of these dates until the
         deferred license fee has been fully recognized and charged to
         operations.

         During the year ended December 31, 2003, the Company has amortized to
         operations $159,167 of the deferred license fees with deferred fees of
         $138,333 at December 31, 2003.

         (D) OTHER EQUITY TRANSACTIONS

         On May 1, 2003, the Company settled in full satisfaction an outstanding
         note payable and related accrued interest totaling $154,023 with a
         related party. Under the terms of the settlement, the Company would pay
         the note holder 750,000 (post May 7, 2003 6 for 1 forward split) shares
         of common stock of its subsidiary (AngelCiti), which it holds. The
         shares issued effectively reduced the Company's investment in its
         majority owned subsidiary by $90 at that time and resulted in the
         recognition of a gain on debt settlement totaling $153,933 (See Note
         12).

                                      F-21
<PAGE>
                      OMEGA VENTURES, INC. AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                DECEMBER 31, 2003

         On May 7, 2003, the Company paid 13,420,000 (post May 7, 2003 6 for 1
         forward split) of the common shares held in it's majority owned
         subsidiary (AngelCiti) to certain service providers some of whom are
         stockholders of the Company. The payment is for services rendered
         resulting in a consulting expense of $939,400. The shares issued
         effectively reduced the Company's investment in its majority owned
         subsidiary by $161 at that time and resulted in the recognition of a
         gain on investment totaling $939,239.

         Total investment reduction of $250 was credited to additional paid in
         capital.

         During 2003, the Company had certain liabilities owed to its landlord,
         a related party, that were forgiven totaling $25,050. The forgiveness
         was treated as a contribution of capital (See Note 12).

         (E) CONTRIBUTED SHARES

         On May 29, 2003, AngelCiti cancelled shares of its common stock
         pursuant to a shareholder request. Under the terms of the request,
         certain shares were turned into the transfer agent and an amount of
         shares less than the total turned in were reallocated to three separate
         shareholders. The fair value of these shares was $4. For financial
         accounting purposes, the transaction was treated as a contribution of
         capital from a shareholder.

         (F) PREFERRED STOCK OF SUBSIDIARY

                  (i)  SERIES A - VOTING AND NOT CONVERTIBLE

                  On February 26, 2003, the Board of Directors adopted a
                  resolution to authorize 50,000 shares of voting preferred
                  stock, Series A, $0.001 par value. Under the terms of the
                  preferred stock, Series A, each share of this preferred stock
                  can vote in a ratio of 20,000 shares of common stock for each
                  share of preferred stock held. The holders of preferred stock,
                  Series A, have no stated liquidation rights senior to the
                  Company's common stock or any other class of preferred stock.

                  On July 1, 2003, AngelCiti issued 12,000 shares of preferred
                  stock, Series A, to Omega, in exchange for the return,
                  cancellation, and retirement of 320,000,000 shares of its
                  common stock. The shares were accounted for at cost totaling
                  $80,000. The issuance of the shares resulted in a credit to
                  preferred stock, Series A of $12 and a credit to additional
                  paid in capital of $79,988.

                                      F-22
<PAGE>

                  On August 15, 2003, AngelCiti issued 2,000 shares of preferred
                  stock, Series A, to Omega, in exchange for the return,
                  cancellation, and retirement of 116,000,000 shares of its
                  common stock. The shares were accounted for at cost totaling
                  $29,000. The issuance of the shares resulted in a credit to
                  preferred stock, Series A of $2 and a credit to additional
                  paid in capital of $28,998.

                  (ii) SERIES B - CONVERTIBLE AND NOT VOTING

                  On February 26, 2003, the Board of Directors adopted a
                  resolution to authorize 100,000 shares of non-voting
                  convertible preferred stock, Series B, $0.001 par value. The
                  holders of preferred stock, Series B, have liquidation rights
                  senior to the Company's common stock. Convertible preferred
                  stock, Series B, is not entitled to receive any dividends. In
                  the event of a consolidation, merger or recapitalization there
                  will be an adjustment ratio regarding the convertible
                  preferred stock, Series B.

                  As of November 10, 2003, the Company had issued 94,472 shares
                  of convertible preferred stock, Series B ("collateral") in
                  connection with a collateral loan agreement and promissory
                  note. Equivalent common shares were 2,267,328,000 in
                  accordance with the terms of conversion which state that one
                  share of preferred stock is convertible at the ratio of 24,000
                  shares of common stock for each share of preferred stock held.
                  Under the terms of the agreement, the Company issued these
                  preferred shares to an escrow agent as collateral to secure
                  future debt financing with an unrelated third party. Upon
                  satisfaction of all principal and related accrued interest,
                  the lender would be required to return the collateral to the
                  Company. In the event of any default on the loan, the lender
                  could convert the collateral; however, there is no additional
                  recourse against corporate assets. The collateral was not
                  transferable. At December 31, 2003, there were no amounts due
                  under the terms of this agreement and no funds were available
                  to the Company. Management notes that this financing
                  arrangement was not consummated. For financial statement
                  purposes, the collateral is not considered to be issued and
                  outstanding due to the related unresolved contingency and
                  accordingly is excluded from any calculation of diluted
                  earnings per share.

                  In November 2003, the Company cancelled the 94,472 preferred
                  shares previously held in escrow and entered into a letter of
                  intent with FinanzInvest, Ltd. in which 49,020 shares of
                  Series B, Convertible Preferred stock was issued. As of the
                  date of our report the final agreement had not yet been
                  executed. The Company expects to close the financing
                  arrangement by March 31, 2004. The following is a summary of
                  the expected terms of the new financing agreement:

                  o        Promissory Note Date:  Date of 1st draw.
                  o        Closing: 1st date at which funds are advanced by
                           lender to the Company. This has not yet occurred as
                           of the date of our report.
                  o        Amount of Credit Facility: $2,430,000. Their have
                           been no advances as of the date of this report. (See
                           Note 15)
                  o        Term: 5 years.

                                      F-23
<PAGE>

                  o        Collateral: 49,020 shares of Series "B" Convertible
                           Preferred Stock. These shares have been transferred
                           to an escrow account under the terms of the letter of
                           intent.
                  o        Terms of conversion: One share of preferred is
                           convertible to 24,000 shares of common stock, this is
                           an equivalent of 1,176,480,000 shares of common
                           stock. The Company will adopt a board resolution to
                           increase the authorized common stock of the Company
                           to comply with the potential common stock equivalents
                           that would be issuable upon default.
                  o        Interest Rate: LIBOR plus 4%, to be adjusted as LIBOR
                           changes.
                  o        Repayment Terms: Interest only during 1st 24 months
                           subsequent to closing, provided that the Company is
                           not in default under the terms of the agreement. For
                           the remainder of the term, Company shall make
                           payments of principal and interest as described in
                           the agreement.
                  o        Commitment Fees: 10% of gross funds advanced to be
                           deducted in the net advance to the Company. These
                           fees are deemed to be earned and non refundable.
                  o        Default provisions: Company shall pay lender upon
                           demand an amount of interest owed equal to the
                           minimum monthly interest payment multiplied by the
                           number of months of the term.

                           Any outstanding fees owed as commitment fees would
                           become immediately due and payable.

                           Company shall pay lender a single fee of 10% of the
                           outstanding balance owed to the lender.

                           Company immediately will amend the certificate of
                           designation and the preferences for the Series "B"
                           Convertible preferred stock and provide the lender
                           the same voting rights inherent in the Company's
                           common stock.

                  o        Warrant Agreement: Lender will be entitled to this
                           additional compensation, however, not yet determined
                           as of the date of this report.
                  o        Security Interest: Lender has been granted first
                           priority lien and security interest in the
                           collateral.
                  o        Possession and Control of Collateral: The lender, or
                           its designee or transferee shall have possession of
                           the Collateral. Company bears risk of loss. The
                           preferred series B shares are currently being held in
                           escrow.
                  o        Shareholder Consent: Required within 120 days to
                           ratify all terms of the agreement.
                  o        Common Stock: Within 120 days from closing, the
                           Company shall authorize an amount of common stock
                           into which the lenders Series "B" Convertible
                           Preferred Stock may convert in the event of default.
                           The Company shall have 30 days from closing to
                           provide lender with Officer's certificate and any
                           other related documentation evidencing the lenders
                           right to vote their Series "B" Preferred Shares.



                                      F-24
<PAGE>

                  o        Other: The Company shall have thirteen months from
                           closing to obtain key man life insurance on the
                           Company's CEO or other officer at the lenders
                           choosing, naming the lender as beneficiary in an
                           amount equal to the proposed maximum aggregate amount
                           of the credit facility.
                  o        Prior to closing or within 120 days, Company shall
                           cause its attorneys to issue a legal opinion
                           requesting that the transfer agent, in the event of
                           default, issue common shares in the name of the
                           lender.
                  o        Upon the earlier of six months subsequent to the
                           closing or any event of default, Company shall file a
                           registration statement with the SEC for the common
                           stock issuable upon any exercise of the warrants.

NOTE 12   RELATED PARTY TRANSACTIONS

On May 20, 2003, Omega contributed computer equipment to AngelCiti, which houses
the gaming software having a net book value of $17,939.

The sole director, officer, and shareholder of FNC was the Company's President
(see Note 13).

At December 31, 2003, the Company had a loan payable of $4,435 to a related
party (see Notes (7(A) and 16)).

At December 31, 2003, the Company's Subsidiary (Worldwide) had a loan receivable
of $18,549 from its landlord, a related party due to the landlord being owned
and operated by the Company's President (See Notes 3 and 16).

During the year ended December 31, 2003, Omega forgave $85,362 of intercompany
accounts receivable from AngelCiti.

On May 1, 2003, the Company settled an outstanding note payable and related
accrued interest totaling $154,023 with a related party (See Note 11(D)).

During 2003, the Company had certain liabilities owed to its landlord, a related
party that were forgiven totaling $25,050. The forgiveness was treated as a
contribution of capital (See Note 11 (D)).

                                      F-25
<PAGE>
                      OMEGA VENTURES, INC. AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                DECEMBER 31, 2003

NOTE 13   COMBINATION OF ENTITIES UNDER COMMON CONTROL

On September 30, 2003, the AngelCiti acquired FNC in exchange for nominal
consideration. (See Note 1 (A)). At the time of the transaction the sole
director, officer, and shareholder of FNC was the Company's President. The
acquisition was accounted for as a combination of entities under common control
at historical cost (see Note 12).

In May 2003, the Company's majority owned subsidiary entered into a payment
processing agreement with Fist National Consulting, Inc. FNC, a Belize
Corporation. Under the terms of the agreement, FNC provides payment processing
services to the Company, which include processing transactions for the Company
related to casino operations, and payment for various corporate expenses that
are required to be reimbursed. In exchange for receiving these services, no cash
or non-cash compensation for these services was paid by the Company to FNC since
FNC considered that the increase in volume for such transactions for its
operations will provide it valuable exposure to certain of FNC's service
providers. Ultimately, the increased volume transacted between FNC, and its
service providers on behalf of the Company would lead to reduced rates for
future services with these providers for the Company, and FNC believes this will
serve as fair consideration for this transaction.

NOTE 14  SOFTWARE CONCENTRATION

The Company's majority owned subsidiary 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.

NOTE 15  GOING CONCERN

As reflected in the accompanying consolidated financial statements, the Company
has a net loss of $856,433 and net cash used in operations of $737,959 for the
year ended December 31, 2003 and an accumulated deficit of $4,247,856 at
December 31, 2003. The ability of the Company to continue as a going concern is
dependent on the Company's ability to further implement its business plan, raise
capital, and generate additional revenues. The Company is negotiating a
financing agreement with FinanzInvest, Ltd. which may provide a source of
funding totaling $2,430,000. The consolidated financial statements do not
include any adjustments that might be necessary if the Company is unable to
continue as a going concern.

NOTE 16  SUBSEQUENT EVENTS

         (A) EQUITY CAPITAL RAISE IN SUBSIDIARY

         During January, February and March 2004, AngelCiti issued 21,360,824
         shares of its stock for aggregate net proceeds of $357,853.

         Additionally, a vendor of AngelCiti exercised AngelCiti stock options
         in connection with accrued royalties owed to the software vendor, and
         AngelCiti issued 106,638 shares of its common stock having an exercise
         price and fair value of $3,777.


                                      F-26
<PAGE>

                      OMEGA VENTURES, INC. AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                DECEMBER 31, 2003

         (B) LOAN RECEIVABLE - RELATED PARTY

         During January 2004, the Company received $18,549 as payment in full
         from a loan receivable with a related party (see Notes 3 and 12).

         (C) STOCK SUBSCRIPTION RECEIVABLE

         During January 2004, the Company received $26,719 on a stock
         subscription receivable (see Note 11(B)).

         (D) LOAN PAYABLE - RELATED PARTY

         During January 2004, the Company repaid a loan payable to a related
         party totaling $4,435 (See Notes 7(A) and 12).

         (E) NOTE PAYABLE

         During January 2004, the Company repaid the principal portion of a note
         payable totaling $23,960 and related accrued interest payable of $399
         (See Note 7(B)).

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