UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549





FORM 10-QSB





|                                                               |                                                                             
|-------------------------------------------------------------- | ----------------------------------------------------------------------------
|X                                                              | QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE 
|                                                               | ACT OF 1934                                                                 
|For the quarterly period ended: June 30, 2005                 
|or                                                            
|                                                               |                                                                             
|                                                               | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
|                                                               | ACT OF 1934                                                                 
|For the transition period from: _____________ to _____________





ONLINE GAMING SYSTEMS, LTD.

(Exact name of small business issuer as specified in its charter)





|                             |              |                    
|---------------------------- | ------------ | -------------------
|Delaware                     | 0-27256      | 13-3858917         
|(State or Other Jurisdiction | (Commission  | (I.R.S. Employer   
|of Incorporation)            | File Number) | Identification No.)



C/o Advanced Resources Group, LTD, 5 Erie Street, Garfield, NJ  07026

(Address of Principal Executive Office) (Zip Code)



(973) 253-6131

(Issuers telephone number, including area code)

N/A

(Former name, former address and former fiscal year, if changed since last report)



|                                                                                                                                                                                                                                                |   |     |   |   
|----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | - | --- | - | --
|Check whether the issuer (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange 
Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such
|reports), and (2) has been subject to such filing requirements for the past 90 days.                                                                                                                                                            |   | Yes | X | No
|                                                                                                                                                                                                                                               
|Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act).                                                                                                                                         | X | Yes |   | No
|                                                                                                                                                                                                                                                |  
|State the number of shares outstanding of each of the issuers classes of common stock, as of the latest practicable date.                                                                                                                     
|At June 30, 2007 there were outstanding 97,315,953 shares of the Registrant's Common Stock, $.001 par value                                                                                                                                    
|                                                                                                                                                                                                                                        
|Transitional Small Business Disclosure Format (check one):                                                                                                                                                                                      |   | Yes | X | No







---

PART I  FINANCIAL INFORMATION

Item 1.

Financial Statements.

The following unaudited financial Statements for the six-month periods ended June 30, 2005 and 2004 have been prepared by Online Gaming Systems, Ltd. (the Company).







ONLINE GAMING SYSTEMS, LTD.



Financial Statements



June 30, 2005



















1



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ONLINE GAMING SYSTEMS, LTD.

BALANCE SHEET

|                                                                                                                                  |               |              |                    |   |              | 
|--------------------------------------------------------------------------------------------------------------------------------- | ------------- | ------------ | ------------------ | - | ------------ | 
|                                                                                                                                  | June 30,
2005 |              | December 31, 
2004 |  
|Assets:                                                                                                                           |               | (Unaudited)  |                    |   |              | 
|                                                                                                                                  |               |              |                    |   |              | 
|Current Assets:                                                                                                                   |               |              |                    |   |              | 
|Cash                                                                                                                              | $             | --           |                    | $ | --           | 
|Other Current Assets                                                                                                              |               | --           |                    |   | --           | 
|                                                                                                                                  |               |              |                    |   |              | 
|Total Current Assets                                                                                                              |               | --           |                    |   | --           | 
|                                                                                                                                  |               |              |                    |   |              | 
|Property and Equipment-Net                                                                                                        |               | --           |                    |   | --           | 
|                                                                                                                                  |               |              |                    |   |              | 
|Other Assets                                                                                                                      |               |              |                    |   |              | 
|Deposit
Intangible Assets-Net                                                                                                     |               | --
--        |                    |   | --
--        | 
|                                                                                                                                  |               |              |                    |   |              | 
|Total Assets                                                                                                                      | $             | --           |                    | $ | --           | 
|Liabilities and Stockholders Equity:                                                                                             |               |              |                    |   |              | 
|                                                                                                                                  |               |              |                    |   |              | 
|Current Liabilities:                                                                                                              |               |              |                    |   |              | 
|Cash Overdraft                                                                                                                    | $             | --           |                    | $ | --           | 
|Accounts Payable and Accrued Expenses                                                                                             |               | --           |                    |   | --           | 
|Accrued Interest-Related Party                                                                                                    |               | 1,719,496    |                    |   | 1,719,496    | 
|Advances  Related Party                                                                                                          |               | --           |                    |   | --           | 
|Convertible Notes Payable  Related Party                                                                                         |               | 2,474,907    |                    |   | 2,474,907    | 
|                                                                                                                                  |               |              |                    |   |              | 
|Total Current Liabilities                                                                                                         |               | 4,194,403    |                    |   | 4,194,403    | 
|                                                                                                                                  |               |              |                    |   |              | 
|Commitments and Contingencies                                                                                                     |               | --           |                    |   | --           | 
|                                                                                                                                  |               |              |                    |   |              | 
|Stockholders (Deficit):                                                                                                          |               |              |                    |   |              | 
|Convertible Preferred Stock-Par Value $.001 Per Share;
Authorized 10,000,000 Shares, None Issued and Outstanding                  |               | --           |                    |   | --           | 
|Common Stock-Par value $.001 Per Share;
Authorized 200,000,000 Shares, Issued and outstanding-
97,315,953 Shares at June 30, 2005 |               | 97,316       |                    |   | 97,316       | 
|Additional Paid-in Capital                                                                                                        |               | 18,764,076   |                    |   | 18,764,076   | 
|Treasury Stock,1,125,012 Common Shares-At Cost                                                                                    |               | (1,730,485)  |                    |   | (1,730,485)  | 
|Accumulated (Deficit)                                                                                                             |               | (21,325,310) |                    |   | (21,325,310) | 
|                                                                                                                                  |               |              |                    |   |              | 
|Total Stockholders (Deficit)                                                                                                     |               | (4,194,403)  |                    |   | (4,194,403)  | 
|                                                                                                                                  |               |              |                    |   |              | 
|Total Liabilities and Stockholders (Deficit)                                                                                     | $             | --           |                    | $ | --           | 



The Accompanying Notes are an Integral Part of these Financial Statements





2



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ONLINE GAMING SYSTEMS, LTD.

STATEMENTS OF OPERATIONS (UNAUDITED)



|                                                                        |                           |       |      |            |       | 
|----------------------------------------------------------------------- | ------------------------- | ----- | ---- | ---------- | ----- | 
|                                                                        | Six Months Ended June 30, |      
|                                                                        | 2005                      |       | 2004 |           
|                                                                        |                           |       |      |            |       | 
|Revenue                                                                 |                           |       |      |            |       | 
|Related Party                                                           | $                         | --    |      | $          | --    | 
|Other                                                                   |                           | --    |      |            | --    | 
|                                                                        |                           |       |      |            |       | 
|Total Revenue                                                           |                           | --    |      |            | --    | 
|                                                                        |                           |       |      |            |       | 
|Cost of Sales                                                           |                           | --    |      |            | --    | 
|                                                                        |                           |       |      |            |       | 
|Gross Profit                                                            |                           | --    |      |            | --    | 
|                                                                        |                           |       |      |            |       | 
|Operating Expenses:                                                     |                           |       |      |            |       | 
|General and Administrative                                              |                           | --    |      |            | --    | 
|Depreciation and Amortization                                           |                           | --    |      |            | --    | 
|                                                                        |                           |       |      |            |       | 
|Total Operating Expenses                                                |                           | --    |      |            | --    | 
|                                                                        |                           |       |      |            |       | 
|[Loss] from Operations                                                  |                           | (--)  |      |            | (--)  | 
|                                                                        |                           |       |      |            |       | 
|Other [Expenses] Income:                                                |                           |       |      |            |       | 
|Interest Expense-Related Party                                          |                           | (--)  |      |            | (--)  | 
|Interest Expense                                                        |                           | (--)  |      |            | (--)  | 
|Settlement of debt
Other Income [Expense]                               |                           | --
-- |      |            | --
-- | 
|                                                                        |                           |       |      |            |       | 
|Other [Expenses] Income - Net                                           |                           | --    |      |            | --    | 
|                                                                        |                           |       |      |            |       | 
|Income(Loss) from Operations Before 
Income Tax [Benefit] Expense       |                           |       |      |            |       | 
|                                                                        | --                        |       |      | --         |      
|                                                                        |                           |       |      |            |       | 
|Income Tax [Benefit] Expense                                            |                           | --    |      |            | --    | 
|                                                                        |                           |       |      |            |       | 
|Net Income (Loss)                                                       | $                         | --    |      | $          | --    | 
|                                                                        |                           |       |      |            |       | 
|Basic and Diluted Net [Loss]
Per Share of Common Stock                  |                           |       |      |            |       | 
|$                                                                       | --                        |       | $    | --         |      
|                                                                        |                           |       |      |            |       | 
|Weighted Average Shares of 
Common Stock Outstanding-
Basic and Diluted |                           |       |      |            |       | 
|                                                                        | 97,315,953                |       |      | 97,315,953 |      
|                                                                        |                           |       |      |            |       | 



The Accompanying Notes are an Integral Part of these Financial Statements.



3



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ONLINE GAMING SYSTEMS, LTD.

STATEMENTS OF OPERATIONS (UNAUDITED)



|                                                                        |                             |       |      |            |       | 
|----------------------------------------------------------------------- | --------------------------- | ----- | ---- | ---------- | ----- | 
|                                                                        | Three Months Ended June 30, |      
|                                                                        | 2005                        |       | 2004 |           
|                                                                        |                             |       |      |            |       | 
|Revenue                                                                 |                             |       |      |            |       | 
|Related Party                                                           | $                           | --    |      | $          | --    | 
|Other                                                                   |                             | --    |      |            | --    | 
|                                                                        |                             |       |      |            |       | 
|Total Revenue                                                           |                             | --    |      |            | --    | 
|                                                                        |                             |       |      |            |       | 
|Cost of Sales                                                           |                             | --    |      |            | --    | 
|                                                                        |                             |       |      |            |       | 
|Gross Profit                                                            |                             | --    |      |            | --    | 
|                                                                        |                             |       |      |            |       | 
|Operating Expenses:                                                     |                             |       |      |            |       | 
|General and Administrative                                              |                             | --    |      |            | --    | 
|Depreciation and Amortization                                           |                             | --    |      |            | --    | 
|                                                                        |                             |       |      |            |       | 
|Total Operating Expenses                                                |                             | --    |      |            | --    | 
|                                                                        |                             |       |      |            |       | 
|[Loss] from Operations                                                  |                             | (--)  |      |            | (--)  | 
|                                                                        |                             |       |      |            |       | 
|Other [Expenses] Income:                                                |                             |       |      |            |       | 
|Interest Expense-Related Party                                          |                             | (--)  |      |            | (--)  | 
|Interest Expense                                                        |                             | (--)  |      |            | (--)  | 
|Settlement of debt
Other Income [Expense]                               |                             | --
-- |      |            | --
-- | 
|                                                                        |                             |       |      |            |       | 
|Other [Expenses] Income - Net                                           |                             | --    |      |            | --    | 
|                                                                        |                             |       |      |            |       | 
|Income(Loss) from Operations Before 
Income Tax [Benefit] Expense       |                             |       |      |            |       | 
|                                                                        | --                          |       |      | --         |      
|                                                                        |                             |       |      |            |       | 
|Income Tax [Benefit] Expense                                            |                             | --    |      |            | --    | 
|                                                                        |                             |       |      |            |       | 
|Net Income (Loss)                                                       | $                           | --    |      | $          | --    | 
|                                                                        |                             |       |      |            |       | 
|Basic and Diluted Net [Loss]
Per Share of Common Stock                  |                             |       |      |            |       | 
|$                                                                       | --                          |       | $    | --         |      
|                                                                        |                             |       |      |            |       | 
|Weighted Average Shares of 
Common Stock Outstanding-
Basic and Diluted |                             |       |      |            |       | 
|                                                                        | 97,315,953                  |       |      | 97,315,953 |      
|                                                                        |                             |       |      |            |       | 



The Accompanying Notes are an Integral Part of these Financial Statements.



4



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ONLINE GAMING SYSTEMS, LTD.

STATEMENTS OF CASH FLOWS (UNAUDITED)



|                                                                                             |                           |       |      |   |       | 
|-------------------------------------------------------------------------------------------- | ------------------------- | ----- | ---- | - | ----- | 
|                                                                                             | Six Months Ended June 30, |      
|                                                                                             | 2005                      |       | 2004 |  
|                                                                                             |                           |       |      |   |       | 
|Operating Activities:                                                                        |                           |       |      |   |       | 
|[Loss] from Operations                                                                       | $                         | --    |      | $ | --    | 
|Adjustments to Reconcile Net [Loss] Income to
Net Cash [Used for] Operating Activities:      |                           |       |      |   |       | 
|                                                                                             |                           |       |      |   |      
|Depreciation and Amortization                                                                |                           | --    |      |   | --    | 
|Exchange of assets for cancellation of indebtedness                                          |                           | --    |      |   | --    | 
|Issuance of common stock for cancellation of indebtedness
Changes in Assets and Liabilities: |                           | --    |      |   | --    | 
|[Increase] Decrease in:                                                                      |                           |       |      |   |       | 
|Note Receivable                                                                              |                           | --    |      |   | --    | 
|Other Assets                                                                                 |                           | --    |      |   | --    | 
|Increase [Decrease] in:                                                                      |                           |       |      |   |       | 
|Accounts Payable and Accrued Expenses                                                        |                           | --    |      |   | --    | 
|Accrued Interest  Related Party                                                             |                           | --    |      |   | --    | 
|                                                                                             |                           |       |      |   |       | 
|Net Cash  Operating Activities:                                                             |                           | (--)  |      |   | (--)  | 
|                                                                                             |                           |       |      |   |       | 
|Investing Activities:                                                                        |                           |       |      |   |       | 
|Purchase of Patents and Licenses                                                             |                           | --    |      |   | --    | 
|Purchase of Property, Equipment, and Capitalized Software                                    |                           | (--)  |      |   | (--)  | 
|                                                                                             |                           |       |      |   |       | 
|Net Cash - Investing Activities                                                              |                           | (--)  |      |   | (--)  | 
|                                                                                             |                           |       |      |   |       | 
|Financing Activities:                                                                        |                           |       |      |   |       | 
|Proceeds from Issuance of Common Stock                                                       |                           | --    |      |   | --    | 
|Proceeds from Sale of Treasury Stock                                                         |                           | --    |      |   | --    | 
|Increase (Decrease) in Loan Payable to Officer                                               |                           | --    |      |   | --    | 
|Proceeds from Note Payable                                                                   |                           | --    |      |   | --    | 
|Proceeds from Convertible Note Payable  Related Party                                       |                           | --    |      |   | --    | 
|Repayment of Convertible Note Payable  Related Party
Repayments of Note Payable             |                           | --
-- |      |   | --
-- | 
|Repayments of Lease Payable                                                                  |                           | --    |      |   | --    | 
|                                                                                             |                           |       |      |   |       | 
|Net Cash - Financing Activities                                                              |                           | --    |      |   | --    | 
|                                                                                             |                           |       |      |   |       | 
|[Decrease] Increase in Cash and Cash Equivalents                                             |                           | --    |      |   | --    | 
|                                                                                             |                           |       |      |   |       | 
|Cash and Cash Equivalents - Beginning of Period                                              |                           | --    |      |   | --    | 
|                                                                                             |                           |       |      |   |       | 
|Cash and Cash Equivalents - End of Period                                                    | $                         | --    |      | $ | --    | 
|                                                                                             |                           |       |      |   |       | 
|Supplemental Disclosures of Cash Flow Information:                                           |                           |       |      |   |       | 
|Cash paid during the years for:                                                              |                           |       |      |   |       | 
|Interest                                                                                     | $                         | --    |      | $ | --    | 
|Taxes                                                                                        |                           | --    |      |   | --    | 
|                                                                                             |                           |       |      |   |       | 
|Supplemental Disclosure of Non-cash Financing Activities: None                               |                           |       |      |   |       | 



The Accompanying Notes are an Integral Part of these Financial Statements.



5



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ONLINE GAMIING SYSTEMS, LTD.

Notes to Financial Statements (Unaudited)

June 30, 2005



Note 1 -

Basis of Preparation



The accompanying unaudited financial statements of Online Gaming Systems, Ltd (the "Company") have been prepared in accordance with Regulation S-B promulgated by the Securities and Exchange Commission and do not include all of the information and footnotes required by generally accepted accounting principles in the United States for complete financial statements. In the opinion of management, these interim financial statements include all adjustments necessary in order to make the financial statements not misleading. The results of operations for such interim period are not necessary indicative of results of operations for a full year. The unaudited financial statements should be read in conjunction with the audited financial statements and notes thereto of the Company and management's discussion and analysis of financial condition and results of operations included in the Annual Report on Form 10-KSB for the year ended December 31, 2004.



Note 2

-

Significant Accounting Policies



The accounting policies followed by the Company are set forth in Note 2 to the Companys financial statements in the December 31, 2004 Form 10-KSB.



Note 3 -

Per Share Data



Per share basic data are based on the weighted average number of common shares outstanding during the respective periods. The diluted net income per share is based upon the common stock outstanding during the period and the effect of all dilutive potential common shares outstanding. The computation of diluted earnings per share does not assume conversion, exercise or contingent issuance of securities that would have an anti-dilutive effect on earnings per share.



Note 4 -

Major Customers



There were no major customers during the six-month period ending June 30, 2005.





6



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ONLINE GAMIING SYSTEMS, LTD.

Notes to Financial Statements (Unaudited)

June 30, 2005

Note 5 -

Convertible Notes Payable - Related Party



At June 30, 2005, the Company had a $2,474,907 convertible note payable balance due Hosken Consolidated Investments ("HCI"). HCI is a South African investment holding company involved in various technology industries. Terms of the revised loan agreement provides for an extension of the maturity to repay all principal outstanding and related accrued interest by a future date to be determined. The notes payable are secured by substantially all assets of the Company. The Company recorded interest expense of $--- and $--- for the six months ended June 30, 2005 and June 30, 2004 respectively. As of June 30, 2005, the Company has accrued $1,719,496 in interest related to the convertible debt borrowing.



Note 6 -

Capital Stock



In the second quarter of 2005, the Company did not issue or cancel any shares of its common stock.



Note 7-

Subsequent Events



In 2006, the Companys major shareholder, HCI, executed a stock purchase agreement to sell 77,767,153 (79%) shares of common stock of the Company to a non-related third party buyer. In August 2006, HCI cancelled its convertible notes with the Company.



7



---



Item 2.

Managements Discussion and Analysis or Plan of Operation.



Six Months Ended June 30, 2005 and 2004



The Company permanently ceased operations in May 2003, therefore no discussion and analysis of financial condition and results of operations would be relevant.



Forward - Looking Statements



The matters discussed in Management's Discussion and Analysis and throughout this report that are forward-looking statements are based on current management expectations that involve risk and uncertainties.



Potential risks and uncertainties include, without limitation; the impact of economic conditions generally and in the industry for Internet gaming products and services; dependence on key customers; continued competitive and pricing pressures in the industry; open-sourcing of products; rapid product improvement and technological change; capital and financing availability; and other risks set forth herein.



Item 3.

Controls and Procedures.



(a) Explanation of disclosure controls and procedures. The Company's chief executive officer and acting chief financial officer after evaluating the effectiveness of the Company's disclosure controls and procedures (as defined in Exchange Act Rules 13a-14(c) and 15-d-14(c) as of a date within 90 days of the filing date of the quarterly report (the "Evaluation Date") has concluded that as of the Evaluation Date, the Company's disclosure controls and procedures were adequate and effective to ensure that material information relating to the Company and its consolidated subsidiary would be made known to him by others within those entities, particularly during the period in which this quarterly report was being prepared.



(b) Changes in internal controls. There were no significant changes in the Company's internal controls or in other factors that could significantly affect the Company's disclosure controls and procedures subsequent to the Evaluation Date, nor any significant deficiencies or material weaknesses in such disclosure controls and procedures requiring corrective actions. As a result, no corrective actions were taken.





8



---

PART II  OTHER INFORMATION

Item 1.

Legal Proceedings.



There were no legal proceedings filed or threatened involving the Company during the three-month period ended June 30, 2005.



Item 2.

Unregistered Sales of Equity Securities and Use of Proceeds.



Not Applicable



Item 3.

Defaults upon Senior Securities.



Not Applicable



Item 4.

Submission of Matters to a Vote of Security Holders.



Not Applicable.



Item 5.

Other Information.



Not Applicable.



Item 6.

Exhibits.



31.1

Certification by Chief Executive Officer pursuant to Section 302 of Sarbanes-Oxley Act of 2002.

31.2

Certification by Chief Financial Officer pursuant to Section 302 of Sarbanes-Oxley Act of 2002.

32.1

Certification of Chief Executive Officer and Chief Financial Officer pursuant to Section 906 of Sarbanes-Oxley Act of 2002.







9



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SIGNATURES

In accordance with the requirements of the Exchange Act, the registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.



|                    |                             |                    
|------------------- | --------------------------- | -------------------
|Date: July 20, 2007 | ONLINE GAMING SYSTEMS, LTD.
|                    |                             |                    
|                    |                             |                    
|                    | By:                         | /s/ Richard Dunning
|                    |                             | Richard Dunning    
|                    |                             | President          







10



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Exhibit Index

|        |  |                                                                                                                            
|------- |  | ---------------------------------------------------------------------------------------------------------------------------
|Exhibit |  |                                                                                                                            
|Number  |  | Description                                                                                                                
|        |  |                                                                                                                            
|31.1    |  | Certification by Chief Executive Officer pursuant to Section 302 of Sarbanes-Oxley Act of 2002.                            
|31.2    |  | Certification by Chief Financial Officer pursuant to Section 302 of Sarbanes-Oxley Act of 2002.                            
|32.1    |  | Certification of Chief Executive Officer and Chief Financial Officer pursuant to Section 906 of Sarbanes-Oxley Act of 2002.