UNITED STATES
                     SECURITIES AND EXCHANGE COMMISSION
                            Washington, DC 20549

                                FORM 10-QSB

               Quarterly Report Under Section 13 or 15(d) of
                    the Securities Exchange Act of 1934

For the Quarter Ended                                Commission File Number
   June 30, 2004                                               333-51180

                         OMEGA VENTURES GROUP, INC.
                      --------------------------------
           (Exact name of registrant as specified in its charter)

                                   NEVADA
                                ------------
       (State or other jurisdiction of incorporation or organization)

                                 87-0661638
                              ----------------
                    (I.R.S. Employer Identification No.)

       136 East South Temple, Suite 1600, Salt Lake City, Utah 84111
       -------------------------------------------------------------
                  (Address of principal executive offices)

                               (801) 363-2599
                             -----------------
            (Registrant's telephone number, including area code)

Securities registered pursuant to Section 12 (b) 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 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.

       X  Yes         No
     -----      -----

State the number of shares outstanding of each of the registrants classes
of common equity, as of the latest practicable date.

             Common stock, par value $.001; 41,687,295 shares
                     outstanding as of August 18, 2004


PART I - FINANCIAL INFORMATION

Item 1.   Financial Statements

                OMEGA VENTURES GROUP,  INC. AND SUBSIDIARIES
                        (Development Stage Company)
                        CONSOLIDATED BALANCE SHEETS
                    June 30, 2004 and December 31, 2003

==========================================================================
<Table>
<Caption>
                                                    Jun 30,       Dec 31,
                                                     2004          2003
                                                 ------------  ------------
<S>                                             <C>           <C>
                                   ASSETS
CURRENT ASSETS
 Cash                                            $       630   $     1,006
                                                 ------------  ------------
   Total Current Assets                                  630         1,006
                                                 ------------  ------------
FURNITURE AND EQUIPMENT - net depreciation             8,453        10,135
                                                 ------------  ------------
OTHER ASSETS
 Surety deposit                                       25,386        25,000
 Web site - net of accumulated amortization            3,520         4,022
 Land                                                131,500        79,400
                                                 ------------  ------------
                                                     160,406       108,422
                                                 ------------  ------------
                                                 $   169,489   $   119,563
                                                 ============  ============

                  LIABILITIES AND STOCKHOLDERS' DEFICIENCY

CURRENT LIABILITIES
 Note payable - land - current                   $    15,767   $     4,584
 Accounts payable - affiliates                       123,894       125,977
 Accounts payable                                     51,184        47,509
                                                 ------------  ------------
   Total Current Liabilities                         190,845       178,070
                                                 ------------  ------------
LONG TERM NOTE   PAYABLE  - land - net of current    108,416        64,176
                                                 ------------  ------------
STOCKHOLDERS' DEFICIENCY
 Preferred stock
  100,000,000 shares authorized, at $.001 par
  value - none issued                                      -             -
 Common stock
  400,000,000 shares authorized, at $0.001
  par value; 41,687,295 shares issued and
  outstanding                                         41,687        38,974
 Capital in excess of par value                      692,323       628,810
 Deficit accumulated during the development
  stage                                             (863,783)     (790,467)
                                                 ------------  ------------
   Total Stockholders' Deficit                      (129,772)     (122,683)
                                                 ------------  ------------
                                                 $   169,489   $   119,563
                                                 ============  ============
</Table>
 The accompanying notes are an integral part of these financial statements.
                                     2

                OMEGA VENTURES GROUP, INC. AND SUBSIDIARIES
                        (Development Stage Company)
                          STATEMENT OF OPERATIONS
     For the Three and Six Months Ended June 30, 2004 and 2003 and the
       Period September 19, 2000 (Date of Inception) to June 30, 2004

===========================================================================
<Table>
<Caption>
                                                                            Sept 19,
                               Three Months              Six Months         2000 to
                           Jun 30,     Jun 30,      Jun 30,     Jun 30,     June 30,
                            2004        2003         2004        2003         2004
                        ----------- -----------  ----------- -----------  -----------
<S>                    <C>         <C>          <C>         <C>          <C>
REVENUES                $    -      $    -       $    -      $    -       $    -
                        ----------- -----------  ----------- -----------  -----------
EXPENSES
 Market development         11,818      27,616       19,360      78,146      376,625
 Depreciation
  & amortization             1,092         646        2,184       1,292        8,138
 Administrative             18,153       8,820       25,294      37,587      411,291
 Exploration                 8,250        -          23,250        -          39,684
 Development of web
  site - preliminary
  project stage               -           -            -           -          25,000
                        ----------- -----------  ----------- -----------  -----------
NET LOSS - before
other expense              (39,313)    (37,082)     (70,088)   (117,025)    (860,738)
                        ----------- -----------  ----------- -----------  -----------
OTHER EXPENSE
 Interest income                95          69           95          69          278
 Interest expense           (1,408)       -          (3,323)       -          (3,323)
                        ----------- -----------  ----------- -----------  -----------
NET LOSS                $  (40,626) $  (37,013)  $  (73,316) $ (116,956)  $ (863,783)
                        =========== ===========  =========== ===========  ===========

NET LOSS PER COMMON SHARE
 Basic                  $     -     $     -      $     -     $    -
                        ----------- -----------  ----------- -----------
AVERAGE OUTSTANDING SHARES
(stated in 1,000's)
 Basic                      40,492      38,828       39,853      36,598
                        ----------- -----------  ----------- -----------
 Diluted                    45,591         -         44,952        -
                        ----------- -----------  ----------- -----------
</Table>
 The accompanying notes are an integral part of these financial statements
                                     3

                OMEGA VENTURES GROUP, INC. AND SUBSIDIARIES
                        (Development Stage Company)
               STATEMENT OF CHANGES  IN STOCKHOLDERS' EQUITY
           For the Period September 19, 2000 (Date of Inception)
                             to June  30, 2004

===========================================================================
<Table>
<Caption>
                                                              Capital in
                                           Common Stock        Excess of  Accumulated
                                      Shares        Amount     Par Value     Deficit
                                    -----------   ---------- -----------  -----------
<S>                                <C>           <C>        <C>          <C>
Balance September 19, 2000                   -            -           -            -

Issuance of common stock for cash
 at $.001 - September 19, 2000      16,000,000       16,000           -            -

Issuance of common stock for web
 site - September 25, 2000 - Note 3  6,000,000        6,000      19,000            -

Issuance of common stock for cash
 at  $.01 - October 10, 2000         5,000,000        5,000      44,810            -

Net operating loss for the period
 September 19, 2000 to
 December 31, 2000                           -            -           -      (47,010)

Issuance of common stock for
 cash at $.0012 - January 2001       2,500,000        2,500         500            -

Net operating loss for the
 year ended December 31, 2001                -            -           -      (11,639)

Issuance of common stock for cash
 at $.10 - net of offering costs
  - July 22, 2002                    5,098,500        5,099     405,735            -

Net operating loss for year
 ended December 31, 2002                     -            -           -     (389,097)

Issuance of common stock for
 services at $.04 - January
 through March 2003 - net of
 cancellations                       1,750,000        1,750      68,250            -

Issuance of common stock for
 expenses at $.02 -
 March 27, 2003                        125,000          125       2,375            -

Issuance of common stock for
 cash at $.15 - May 30, 2003           200,000          200      29,800            -

Issuance of common stock for
 cash at $.023 - October
 20, 2003                            2,500,000        2,500      55,140            -

Issuance of common stock for
 expenses at $.01 - December
 2, 2003                               300,000          300       2,700            -

</Table>
                                     4

                OMEGA VENTURES GROUP, INC. AND SUBSIDIARIES
                        (Development Stage Company)
               STATEMENT OF CHANGES  IN STOCKHOLDERS' EQUITY
           For the Period September 19, 2000 (Date of Inception)
                             to June  30, 2004

===========================================================================
<Table>
<Caption>
                                                              Capital in
                                           Common Stock        Excess of  Accumulated
                                      Shares        Amount     Par Value     Deficit
                                    -----------   ---------- -----------  -----------
<S>                                <C>           <C>        <C>          <C>

Return and cancellation of
 common stock - December 2003         (500,000)        (500)        500            -

Net operating loss for the year
 ended December 31, 2003                                                    (342,721)
                                    -----------   ---------- -----------  -----------
Balance December 31, 2003           38,973,500       38,974     628,810     (790,467)

Issuance of common stock for cash
 at $.015 - February 20, 2004        1,000,000        1,000      14,000            -

Issuance of common stock for cash
 at $.03                               170,563          170       4,946            -

Issuance of common stock for
 expenses at $.03                    1,543,232        1,543      44,567            -

Net operating loss for the six
 months ended June 30, 2004                  -            -           -      (73,316)
                                    -----------   ---------- -----------  -----------
Balance June  30,  2004             41,687,295    $  41,687  $  692,323   $ (863,783)
                                    ===========   ========== ===========  ===========

</Table>
 The accompanying notes are an integral part of these financial statements
                                     5

                OMEGA VENTURES GROUP,  INC. AND SUBSIDIARIES
                        (Development  Stage Company)
                          STATEMENT OF CASH FLOWS
         For the  Six Months Ended June 30, 2004 and 2003 and the
       Period September 19, 2000 (Date of Inception) to June 30, 2004

===========================================================================
<Table>
<Caption>
                                                              Sept 19, 2000
                                         Jun 30,     Jun 30,     to Jun 30,
                                           2004        2003         2004
                                       ----------- -----------  -----------
<S>                                   <C>         <C>          <C>
CASH FLOWS FROM OPERATING ACTIVITIES
 Net loss                              $  (73,316) $ (116,956)  $ (863,783)
 Adjustments to reconcile net loss to
 net cash provided by operating
 activities
  Depreciation and amortization             2,184       1,292        8,138
  Change in deposits                         (386)       -            (386)
  Change in accounts payable               57,015      50,195      299,261
  Issuance of capital stock for
    web site                                  -           -         25,000
  Issuance of capital stock for
    services                               46,110       1,750      121,610
                                       ----------- -----------  -----------
  Net Decrease in Cash From Operations     31,607     (63,719)    (410,160)
                                       ----------- -----------  -----------
CASH FLOWS FROM INVESTING ACTIVITIES
 Surety  deposit                             -           -         (25,000)
 Purchase of web site                        -           -          (5,027)
 Purchase of  land                        (52,100)       -        (131,500)
 Purchase of equipment                       -           -         (15,084)
                                       ----------- -----------  -----------
                                          (52,100)       -        (176,611)
CASH FLOWS FROM FINANCING ACTIVITIES
 Proceeds from issuance of common
  stock                                    20,117        -         587,401
                                       ----------- -----------  -----------
  Net Increase (Decrease)  in Cash           (376)    (63,719)         630

 Cash at Beginning of Period                1,006      90,601         -
                                       ----------- -----------  -----------
 Cash at End of Period                 $      630  $   26,882   $      630
                                       =========== ===========  ===========

</Table>

 The accompanying notes are an integral part of these financial statements.
                                     6

                OMEGA VENTURES GROUP,  INC. AND SUBSIDIARIES
                        ( Development Stage Company)
                       NOTES TO FINANCIAL STATEMENTS
                               June 30, 2004

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

1.   ORGANIZATION

The Company was incorporated under the laws of the State of Nevada on
September 19, 2000 with the name "Office Managers, Inc" with  authorized
common stock of 50,000,000 shares at $0.001 par value. On November 13, 2003
the name was changed to "Omega Ventures Group, Inc." in connection with an
increase in the  authorized common stock  to 400,000,000 shares, with the
same par value, and the addition of authorized preferred shares of
100,000,000 shares with a par value of $.001. No terms have been determined
for the preferred stock and no shares have been issued.

The Company was organized for the purpose of  acquiring and developing a
web site on the World Wide  Web devoted exclusively to office managers for
the purpose of delivering office products and related professional services
over the  internet.

On February 13, 2003 the Company organized "Vogue Environmental Solutions,
Inc"., a wholly owned subsidiary.  Vogue has no assets or liabilities and
no operations.

On September 5, 2003 the Company organized "Western Gas Corporation" , a
wholly owned subsidiary, for the purpose of the acquisition and exploration
of oil and gas leases.

On November 24, 2003 the Company organized "Arizona Land Corporation", a
wholly owned subsidiary, for the purpose of engaging in  land development.

The Company is in the development stage.

2.  SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Accounting Methods
------------------

The Company recognizes income and expenses based on the accrual method of
accounting.

Dividend Policy
---------------

The Company has not  adopted a policy regarding payment of dividends.

Basic and Dilutive Net Income (Loss) Per Share
----------------------------------------------

Basic net income (loss) per share amounts are computed based on the
weighted average number of shares actually outstanding. Diluted net income
(loss) per share amounts are computed using the weighted average number of
common shares and common equivalent shares outstanding as if shares had
been issued on the exercise of any common share rights unless the  exercise
becomes antidilutive and then only the basic per share amounts are shown in
the report.

The dilutive common shares includes 5,098,500 shares that may be issued.


                                     7

                 OMEGA VENTURES GROUP, INC. AND SUBSIDIARY
                        ( Development Stage Company)
                 NOTES TO FINANCIAL STATEMENTS (Continued)
                               June 30, 2004

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

2.  SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - continued

Income Taxes
------------

The Company utilizes the liability method of accounting for income taxes.
Under the liability method deferred tax assets and liabilities are
determined based on the differences between financial reporting and the tax
bases of the assets and liabilities and are measured using the enacted tax
rates and laws that will be in effect, when the differences are expected to
reverse.  An allowance against deferred tax assets is recorded, when it is
more likely than not, that such tax benefits will not be realized.

On June 30, 2004, the Company and its subsidiaries  had a  net operating
loss available for carry forward of  $863,783. The income  tax benefit of
approximately $259,000 from the loss carry forward  has been fully offset
by a valuation reserve because the use of the future tax benefit is
doubtful since the Company has no operations.  The net operating loss will
expire in 2024.

Capitalization of Oil Leases Costs
----------------------------------

The Company uses the successful efforts cost method for recording  its oil
lease interests, which provides for capitalizing the purchase price of the
project and the additional costs directly related to proving the
properties and amortizing these amounts over the life of the reserve when
operations begin or a shorter period  if  the property is shown to have an
impairment in value or  expensing the remaining balance if it is proven to
be of no value.   Expenditures for oil well equipment are capitalized and
depreciated over their useful lives.

Environmental Requirements
--------------------------

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

Amortization of Web Site
------------------------

Costs of the preliminary development of the web site are expensed as
incurred and costs of the application  and post- implementation are
capitalized and amortized over the useful life of the fully developed web
site. The web site is fully developed   and  amortization  over five years
was started in 2003.

Financial Instruments
---------------------

The carrying amounts of financial instruments, including cash and accounts
payable,  are considered by management to be their estimated fair values.



                                     8

                  OMEGA VENTURES GROUP, INC. AND SUBSIDIARY
                        (Development Stage Company)
                 NOTES TO FINANCIAL STATEMENTS (Continued)
                               June 30, 2004

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

2.  SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - continued

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

The Company does not expect that the adoption of other recent accounting
pronouncements will
have a material impact on its  financial statements.

Financial and Concentrations Risk
---------------------------------

The Company does not have any concentration or related financial credit
risk.

Revenue Recognition
-------------------

Revenue will be recognized on the sale and delivery of a product or the
completion of a service provided.

Advertising and Market Development
----------------------------------

The company will expense advertising and market development costs as
incurred.

Principles of Consolidation
---------------------------

The consolidated financial statements include the assets,  liabilities, and
operations of the Company and its wholly owned subsidiaries.  All
intercompany transactions have been eliminated

Estimates and Assumptions
-------------------------

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

Office equipment
----------------

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

           Cost                                       $ 15,084
           Less accumulated depreciation                 6,631
                                                      ---------
              Net                                        8,453
                                                      ---------
                                     9

                 OMEGA VENTURES GROUP, INC. AND SUBSIDIARY
                        (Development Stage Company)
                 NOTES TO FINANCIAL STATEMENTS (Continued)
                               June 30, 2004

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

3.  OIL AND GAS LEASES

During September 2003 Western Gas Corporation (subsidiary) acquired an
undivided 2.5% working interest, with a 1.875% net revenue in a 75%
interest, in an oil and gas lease known as "Mana Huilla Creek Prospect"
located in Goliad County , Texas.

The lease has not been proven  and therefore all costs for acquisition  and
exploration have been expensed.

4.  ACQUISITION OF WEB SITE

On September 25, 2000 the Company acquired the web site and the domain name
"officemanagers.net", (which was in the preliminary development stage) from
Apex Resources, Inc.(an affiliate), by  the issuance of 6,000,000 common
shares of the Company, for the purpose of pursuing its business interest
as outlined in note 1.  The value of the web site was  recorded  at
$25,000,   the acquisition cost to Apex Resources, Inc.,   before the sale
to the Company.

Costs of the preliminary development of the web site are expensed as
incurred and costs of the application  and post- implementation are
capitalized and amortized over an estimated  useful life of five years.
The web site is fully developed and amortization started in 2003.

5.  LONG TERM NOTE PAYABLE

Arizona Land Corporation (subsidiary)  is obligated under a two installment
sales contracts for the purchase of land.  The payments due, under the
contracts, are 180   monthly  payments of $1,327,  including interest of
11%.

6.  SIGNIFICANT TRANSACTIONS WITH RELATED PARTIES

Officers-directors,  and Apex Resources, Inc. (an  affiliate by common
officers)  have acquired 34% of the common stock  issued.

The Company affiliates have made  no interest demand loans to the Company
of $123,894.




                                     10

                  OMEGA VENTURES GROUP, INC. AND SUBSIDIARY
                        ( Development Stage Company)
                 NOTES TO FINANCIAL STATEMENTS (Continued)
                               June  30, 2004
===========================================================================

7.  CAPITAL STOCK

During July 2002  the Company completed the sale of an offering of
5,098,500 units at $.10 per unit. Each unit consists of one share of common
stock,  one  redeemable A  warrant to purchase an additional common share
at $.50 by July 10, 2003 (expired),  and one redeemable B warrant to
purchase an additional  common share  at $1.20 by July 10, 2007 which would
amount to the issuance of 5,098,500 additional shares.  On the report date
no warrants had been redeemed.

During 2003 the Company  issued 2,175,000 restricted common shares for
services and 2,700,000 for cash.

During February 2004 the Company issued 1,000,000 restricted common shares
for $15,000.

During June 2004 the Company issued 170,563 restricted common shares for
$5,117 and 1,387,404 shares for expenses.

8.  GOING CONCERN

The Company intends to continue the  development of its business interests,
however, there is insufficient  working capital necessary to be successful
in this effort and to service its debt.

Continuation of the Company  as a going concern is dependent upon obtaining
additional working capital and the management of the Company has developed
a strategy, which it believes will accomplish this objective, through short
term related party loans,  long term financing, and additional equity
funding,  which will enable the Company to operate for the coming year.

Item 2.  Plan of Operations

     This Form 10-QSB contains certain forward-looking statements.  For
this purpose any statements contained in this Form 10-QSB that are not
statements of historical fact may be deemed to be forward-looking
statements.  Without limiting the foregoing, words such as "may," "will,"
"expect," "believe," "anticipate," "estimate" or "continue" or comparable
terminology are intended to identify forward-looking statements.  These
statements by their nature involve substantial risks and uncertainties.
Actual results may differ materially depending on a variety of factors.
For a complete understanding, this Plan of Operations should be read in
conjunction with Part I- Item 1. Financial Statements to this Form 10- QSB.

     General
     -------

     The primary business of Omega Ventures Group Inc., is to oversee the
operations of its three wholly-owned subsidiaries:

     -    Western Gas Corporation
     -    Arizona Land Corporation
     -    Vogue Environmental Solutions, Inc.

                                     11

     Western Gas Corporation
     -----------------------

     During the second quarter 2004, the BB Gayle #1 well in the Manahuilla
Creek Field was drilled to 7,000 feet.  Casing has been set and cemented
in.  Subsequent to the quarter end in July 2004, the BB Gayle #1 well was
opened and initially flowed gas until pressure dropped and the well began
flowing fresh water.  Later in July, unconsolidated sand entered the well
creating a sand plug which had to be cleared.  At this time the well still
in not flowing gas and it is unclear when or if the well will be able to be
put into commercial production.

     Arizona Land Corporation
     ------------------------

     Due to a lack of funds, Arizona Land did not acquire any additional
properties during the quarter and is delinquent in making the monthly
payments on the properties it currently owns.

     Vogue Environmental Solutions, Inc.
     -----------------------------------

     Due to a lack of funds, Vogue Environmental Solutions did not engage
in active operations during the quarter.

     Source of Funds
     ---------------

     On July 10, 2002, the Company closed its initial public offering
pursuant to an effective registration statement with the SEC.  The Company
received total net proceeds of $410,834 from the offering.  From July 10,
2002, until the third quarter 2003, the Company relied primarily on the
proceeds of that offering to fund its operations.  By the end of the third
quarter 2003, the Company had spent all of the funds raised in the
offering.  Since that time the Company has been dependent upon loans from
related parties and private sales of its securities to fund its operations.

     Note 8 of the notes to the unaudited consolidated financial statements
states that the Company will need additional capital to service its debt
and funds it planned activities, which raises substantial doubt about the
Company's ability to continue as a going concern.  The Company has never
generated revenue and it is unlikely the Company will realize any
significant revenue through the third quarter of 2004, which also raises
substantial doubt about the Company's ability to continue as a going
concern.  To continue operations, the Company will need to obtain funding
from third parties.  This funding may be sought by means of private equity
or debt financing by the Company.  The Company currently has no commitments
from any party to provide funding and there is no way to predict when, or
if, any such funding could materialize.  There is no assurance that the
Company will be successful in obtaining additional funding on attractive
terms or at all.  If the Company is unsuccessful in obtaining additional
funding, the Company may be unable to continue operations as it has
insufficient working capital necessary to meet its expenses and service its
debt.

     Results of Operations
     ---------------------

     During the period from inception, September 19, 2000, to June 30,
2004, the Company has generated no revenue.  The Company does not expect to
generate any material revenues through the third quarter of 2004.

                                     12

     As of June 30, 2004, the Company had an accumulated deficit of
$863,783 funded by paid-in capital.  At June 30, 2004, the Company had
total current liabilities of $190,845 compared to total current liabilities
of $72,423 on June 30, 2003.  These increases in accumulated deficit and
total current liabilities are the result of increases in notes and accounts
payable as well as increased borrowing from Company affiliates to fund
operations in 2004 as compared to 2003.

     During the three and the six months ended June 30, 2004, the Company
spent $11,818 and $19,360 respectively in market development expenses
compared to $27,616 and $78,146 respectively in the corresponding three and
six month periods ended June 30, 2003.  The decrease in market development
expenses is primarily the result of the Company having very limited
resources to fund its operations and therefore, scaling back the number of
employees and consultants hired by the Company.  During the three and six
months ended June 30, 2004, the Company spent $18,153 and $25,294
respectively on administrative expenses compared to $8,820 and $37,587
respectively in the corresponding periods of 2003.  Although general and
administrative expenses increased in the quarter ended June 30, 2004, as
compared to June 30, 2003, general and administrative expense decreased
over the six month period ended June 30, 2004 as compared to the same
period of 2003.  This decrease in administrative expense is primarily the
result of a reduction in the overall activity of the Company dictated by
the Company's lack of funds.  During the three and six months ended June
30, 2004, the Company spent $8,250 and $23,250 respectively on exploration
activities undertaken by Western Gas.  The Company had no such expenses
during the corresponding periods of 2003 because it had not yet formed
Western Gas.

     During the three and six months ended June 30, 2004, the Company
realized net losses of $40,626 and $73,316 respectively compared to net
losses of $37,013 and $116,956 respectively for the three and six months
ended June 30, 2003.  The decrease in net loss in the six months ended June
30, 2004, compared to June 30, 2004 is primarily the result of the Company
scaling back its active operations as funds available to the Company have
diminished.

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

     The Company has financed its operations mainly through the sale of its
common stock and through loans from related parties.  Since inception, the
Company has been entirely dependent upon outside sources of financing for
continuation of operations.  As stated previously, there is no assurance
that the Company will be successful in obtaining additional funding on
acceptable terms or at all.  During the quarter, the Company reduced
accounts payable to affiliates by $18,849 reducing accounts payable to
affiliates at the six months ended June 30, 2004, to $123,894.   As of June
30, 2004, the Company had cash on hand of $630.  During the quarter, the
Company sold 170,563 restricted common shares for $5,116 cash. The Company
also issued 1,543,232 restricted common shares in satisfaction of expenses
totaling $46,110.  It is unclear at this time whether the Company will have
sufficient funds to maintain operations through the third quarter of 2004.

     As discussed above, the Company has exhausted the funds raised in its
initial public offering, and all funds subsequently raised in private
placement transactions.  Moreover, it is unlikely the Company will realize
material revenue from the operations of any of its subsidiaries in through
the third quarter of 2004.  Therefore, unless the Company is able to raise
additional funding through the sell of equity or debt securities, it is
unclear how long the Company may be able to continue operations.

                                     13

Item 3.   Controls and Procedures

     (a)  Evaluation of Disclosure Controls and Procedures.
          --------------------------------------------------

     The Company's Principal Executive Officer and Principal Financial
Officer have conducted an evaluation of the Company's disclosure controls
and procedures as of a date (the "EVALUATION DATE") within 90 days of
filing this quarterly report.  Based on their evaluation, the Company's
Principal Executive Officer and Principal Financial Officer have concluded
that the Company's disclosure controls and procedures are effective to
ensure that information required to be disclosed by the Company in reports
that it files or submits under the Securities Exchange Act of 1934 is
recorded, processed, summarized and reported within the time periods
specified in the applicable Securities and Exchange Commission rules and
forms.

     (b)  Changes in Internal Controls and Procedures.
          --------------------------------------------
          Subsequent to the Evaluation Date, there were no significant
changes in the Company's internal controls or in other factors that could
significantly affect these controls, nor were any corrective actions
required with regard to significant deficiencies and material weaknesses.

                        PART II - OTHER INFORMATION

Item 2.  Changes in Securities

     No instruments defining the rights of the holders of any class of
registered securities have been materially modified, limited or qualified
during the quarter ended June 30, 2004.

     On June 2, 2004, the Company sold 170,563 restricted common shares to
John Ray Rask for $5,116.  The shares were issued without registration
under the Securities Act of 1933 in reliance on an exemption from
registration provided by Section 4(2) of the Securities Act.

     On June 2, 2004, the Company issued 1,543,232 restricted common shares
to Clayborn Capital, Ltd., in satisfaction of a loan made to the Company to
cover operating expenses in the amount of $46,297.  The shares were issued
without registration under the Securities Act of 1933 in reliance on an
exemption from registration provided by Section 4(2) of the Securities Act.

Item 6.  Exhibits and Reports on Form 8-K

     (A)  Reports on Form 8-K

          None.

     (B)  Exhibits.  The following exhibits are included as part of this
          report:


     Exhibit No.    Exhibit
     -----------    ----------------------------------------------------
       31.1         Certification of Principal Executive Officer pursuant
                    to Section 302 of the Sarbanes-Oxley Act of 2002.

       31.2         Certification of Principal Financial Officer pursuant
                    to Section 302 of the Sarbanes-Oxley Act of 2002.

       32.1         Certification pursuant to Section 906 of the Sarbanes-
                    Oxley Act of 2002.

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                                 SIGNATURES

     Pursuant to the requirements of the Securities Exchange Act of 1934,
the registrant has duly caused this to be signed on its behalf by the
undersigned thereunto duly authorized.


                                   OMEGA VENTURES GROUP, INC.



August 20, 2004                    /S/ John M. Hickey
                                   ---------------------------------------
                                   John M. Hickey,
                                   Principal Executive Officer


August 20, 2004                    /S/ John Ray Rask
                                   ---------------------------------------
                                   John Ray Rask,
                                   Principal Financial Officer




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