Angelciti: still losing money

[mary]

Omega Ventures has 5% of Angelciti stock, but controls Angelciti because it is special stock with extrra voting rights. "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."

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.



OMEGA VENTURES, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
MARCH 31, 200

THREE MONTHS ENDED MARCH 31, 2004

CASINO REVENUES, NET $ 314,122
OPERATING EXPENSES
Amortization and Depreciation 1,400
Affiliate Commission 41,758
Bad debts 35,201 Consulting 15,000 Royalty 60,962
Marketing -- Advertising 13,190
Legal & Professional fee 53,460 Rent 1,685
Amortization of license Fee 69,167
General and Administrative 129,958
-----------------------
TOTAL OPERATING EXPENSES 421,781
------------------------

LOSS FROM OPERATIONS (107,659)


NUMBER OF SHARES
OUTSTANDING DURING
THE YEAR -
BASIC AND DILUTED 24,566,333


Not paying license fee:

Recognition of dererred license fee 69,167

Majority of cash on hand is due to issuing stock:
Proceeds from issuance of
common stock, net of offering costs 318,215


There were no non-cash investing and financing transactions to report for Omega
for the three months ended March 31, 2004. All transactions listed below refer
to the Company's majority-owned subsidiary and issuer, AngelCiti:

As of March 31, 2004, the Company issued 330,731 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 was
$.035417 per share. The fair value of these transactions was $11,992. (See Note
9(C))

During the three months ended March 31, 2004, the Company had a stock
subscription receivable for 4,823,383 shares having a fair value of $48,291.
(See Note 9(B))

Pursuant to SFAS No. 94 "Consolidation of All Majority-Owned
Subsidiaries", Omega, although it does not have common stock ownership
exceeding 50% of AngelCiti's 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'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 March 31, 2004.

REVENUE RECOGNITION

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

The total amount wagered ("handle") was $11,883,387 for the three
months ended March 31, 2004. The relationship of net casino revenues to
handle ("hold percentage") was 2.6% for the three months ended March
31, 2004.

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. As of March 31, 2004, 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 three
months ended March 31, 2004, 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 (see
Note 9(C)) and repayment by the Company in 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. As
of March 31, 2004, the Company issued 330,731 shares of common stock
having a fair value of $11,992 in connection with this agreement to pay
accrued royalty fees upon the exercise of these stock options.

During the three months ended March 31, 2004, the Company incurred a
royalty expense of $60,962.

On September 30, 2003, the AngelCiti acquired FNC in exchange for nominal
consideration. (See Note 2 (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 10).

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.

[mary]

Legal Proceedings

We are not subject to any legal proceedings. However, AngelCiti, our majority
owned subsidiary, has been named in connection with the following actions:

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 AngelCiti 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 AngelCiti 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. The matters alleged in the aforementioned
lawsuits relate to Baroda and its activities rather to AngelCiti and its
activities. AngelCiti's attorneys have filed motions to dismiss these matters,
as the lawsuits do not allege any wrongdoing on AngelCiti's part. Despite the
foregoing, we have accrued $12,500 in our financial statements and recorded the
same as a reserve for settlement payable. As these litigation matters contain
allegations involving facts attributable to Baroda, Baroda has agreed to
reimburse us for this expense and all other related expenses associated with
this litigation.

[mary]

As of April 15, 2004, we sold George Gutierrez and Dean Ward, AngelCiti's
executive officers, a total of 14,000 AngelCiti Series A Preferred shares for
aggregate consideration of $200,000. As of said date, AngelCiti issued to
Messrs. Gutierrez and Ward an additional 6,000 of its Series A Preferred shares
in consideration for past services rendered and the return of 1,000,000 common
shares of Omega, 500,000 of which had been owned by a company controlled by Mr.
Gutierrez and 500,000 of which had been owned by a company controlled by Mr.
Ward. Both transactions provide Messrs. Gutierrez and Ward with voting control
of AngelCiti. While we now maintain a small common stock equity position in
AngelCiti, AngelCiti is no longer our majority owned subsidiary or controlled by
us, and its operations will no longer be consolidated with ours.

[mary]

Keep in mind that management already had a controlling stak in the company--they had control of Omega Ventures, that had control of AngelCiti.The "double-digit expansion" is not profit.


Press Release Source: AngelCiti Entertainment, Inc.


AngelCiti's Double Digit Yearly Gain Continues
Tuesday June 15, 4:21 pm ET


PEMBROKE PINES, Fla., June 15, 2004 (PRIMEZONE) -- AngelCiti Entertainment's (OTC BB:AGEL.OB - News) wholly owned subsidiary, Worldwide Management, announced that it had a gross win of more than $809,000 in the first five months of 2004 on a net handle of more than $18 million, continuing AngelCiti's double-digit expansion over 2003.

``AngelCiti continues to emphasize expansion of core operations even as we expand into other market areas,'' remarked AngelCiti president George Gutierrez. ``This continued growth, combined with our ongoing developments into online poker software, should increase the company's profitability and make the capital markets take notice of what we consider our undervalued stock price, as evidenced by management's recent acquisition of a controlling stake in the company.''

The Industry

A Bear Stearns report for the industry pegs annual revenue at $4.2 billion for 2003, while Christiansen Capital Advisors predicts a slightly more rosy picture pointing to an estimated $4.5 billion in revenue for calendar year 2002, saying 2005 revenue could exceed $10 billion. InformaMedia Group, which tracks electronic gambling predicts that online gaming revenue will even reach $14.5 billion by 2006.

The Company

AngelCiti's wholly owned subsidiary Worldwide Management provides gaming software to numerous online casinos including SharkCasino.com, SharkPoker.com and TheHouseWins.com, and currently services casinos in English, Spanish, German, Chinese and Japanese.

This news release contains forward-looking statements regarding AngelCiti's business strategies and future plans of operations. Forward-looking statements involve known and unknown risk and uncertainties. The company's risks and uncertainties include: intense price competition, economic, political and regulatory uncertainties, the need to raise additional capital for growth and expansion and its reliance on the internet as a means for promoting the software it sublicenses. The forward-looking statements contained in this news release speak only as of the date hereof and AngelCiti disclaims any obligation to provide public updates, revisions or amendments to any forward-looking statements made herein to reflect changes in AngelCiti's expectations or future events. The representations of net handle and gross net win in this press release are presented as measures of performance for the company that are different from those presented in the income statement in accordance with Regulation G promulgated by the Securities and Exchange Commission and are not to be considered as revenue or a GAAP related financial disclosure criteria.



Contact:

AngelCiti Entertainment, Inc.
Evelyn Fallas
(800) 908-9574
Evelyn@angelciti.com


--------------------------------------------------------------------------------
Source: AngelCiti Entertainment, Inc.

[caruso]

We wrapped up last year's business very amicably, to the extent that Laura Chacon, one of the under-managers, seeing and slightly misinterpreting an ironic bonus request post I put up at The Pig Post, Emailed me further profuse thanks for my positive summing up and offered me the opportunity to participate in the promo, which I declined. Either way, it seemed everyone was happy.

Then they locked me out.

Go figure.

[bethug]

mary thanks for your info, i was going to tell my sister to play there.

[mary]

In their SEC filings, they reported a casino hold of 2.6%

I think that's about average for the industry. They're not making money on it.

The holders of the preferred stock have 20k votes for every share. The holders of the common stock have one vote per share.

That is not healthy corporate structure.