UNITED
STATES


SECURITIES
AND EXCHANGE COMMISSION


WASHINGTON,
D.C. 20549









FORM
10-Q









 ̈
              QUARTERLY
      REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF
      1934




For the
quarterly period ended September 30, 2008




 ̈
              TRANSITION
      REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF
      1934





For
the transition period from ______to______.




OMEGA
COMMERCIAL FINANCE CORPORATION


(Exact
name of registrant as specified in Charter




Wyoming
              
              000-8447
              
              83-0219465(State
      or other jurisdiction of
                incorporation
      or organization)
              
              (Commission
      File No.)
              
              (IRS
      Employee Identification No.)





200 South
Biscayne Blvd., Suite 4450


Miami,
Florida 33131


(Address
of Principal Executive Offices)









(305)
677-0306


(Issuer
Telephone number)









(Former
Name or Former Address 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 Exchange Act
during the preceding 12 months (or for such shorter period that the issuer was
required to file such reports), and (2)has been subject to such filing
requirements for the past 90 days. YesxNo ̈




Indicate
by check mark whether the registrant is a large accelerated filer, an
accelerated filer, a non-accelerated filer or a smaller reporting company filer.
 See definition of “accelerated filer” and “large accelerated filer” in
Rule 12b-2 of the Exchange Act (Check one):




Large Accelerated Filer ̈Accelerated
Filer ̈Non-Accelerated
Filer ̈Smaller
Reporting Company ̈




Indicate
by check mark whether the registrant is a shell company as defined in Rule 12b-2
of the Exchange Act.


Yes ̈Nox




State the
number of shares outstanding of each of the issuer’s classes of common equity,
as of August 14, 2008: 28,110,900 shares of common stock.












OMEGA
COMMERICAL FINANCE CORPORATION




FORM
10-Q




September
30, 2008




INDEX





PART
      I— FINANCIAL INFORMATIONItem
      1.
                    Financial
      Statements
                    3Item
      2.
                    Management’s
      Discussion and Analysis of Financial Condition
                    4Item
      3
                    Quantitative
      and Qualitative Disclosures About Market Risk
                    7Item
      4T
                    Control
      and Procedures
                    7PART
      II— OTHER INFORMATIONItem
      1
                    Legal
      Proceedings
                    9Item
      1A
                    Risk
      Factors
                    9Item
      2.
                    Unregistered
      Sales of Equity Securities and Use of Proceeds
                    16Item
      3.
                    Defaults
      Upon Senior Securities
                    16Item
      4.
                    Submission
      of Matters to a Vote of Security Holders
                    16Item
      5.
                    Other
      Information
                    16Item
      6.
                    Exhibits
      and Reports on Form 8-K
                    16SIGNATURE
                    16




2




Item
1. Financial Information




OMEGA
COMMERICAL FINANCE CORPORATION


(an
exploration stage company)




FINANCIAL
STATEMENTS




AS OF
SEPTEMBER 30, 2008








CONTENTS




PAGE
                  F1
                  CONDENSED
      BALANCE SHEETS AS OF SEPTEMBER 30, 2008 (UNAUDITED) AND AS OF SEPTEMBER
      30, 2008 (AUDITED).PAGE
                  F2
                  CONDENSED
      STATEMENTS OF OPERATIONS FOR THE THREE MONTHS ENDED SEPTEMBER 30, 2008 AND
      2007 (UNAUDITED).PAGE
                  F3
                  CONDENSED
      STATEMENTS OF CASH FLOWS FOR THE THREE MONTHS ENDED SEPTEMBER 30, 2008 AND
      2007 (UNAUDITED).PAGES
                  F4
      - F17
                  NOTES
      TO CONDENSED FINANCIAL STATEMENTS
(UNAUDITED).


3





Omega
Commercial Finance Corporation
 (Formerly
DOL Resources)
 Condensed
Consolidated Balance Sheet
 September
30, 2008 and  and December 31, 2007
 
 2008
                  
                  
                  2007ASSETSCurrent
      AssetsCash
      in Bank
                  
                  $
                  9,259
                  
                  
                  $
                  120,839Other
      Receivables
                  
                  
                  8,331
                  
                  
                  
                  8,331Due
      from ASG
                  
                  
                  3,350Prepaid
      Expenses
                  
                  
                  -
                  
                  
                  
                  481Total
      Current Assets
                  
                  
                  20,940
                  
                  
                  
                  129,651Fixed
      AssetsFixed
      Assets (net of Depreciation)
                  
                  
                  70,144
                  
                  
                  
                  79,498Total
      Fixed Assets
                  
                  
                  70,144
                  
                  
                  
                  79,498Other
      AssetsDeposits
                  
                  
                  54,086
                  
                  
                  
                  54,086Prepaid
      PR/IR
                  
                  
                  2,610,120Investments
                  
                  
                  121,280
                  
                  
                  
                  121,280Intangible
      Assets (Net of Amortization)
                  
                  
                  7,083
                  
                  
                  
                  3,333Ship
      under construction
                  
                  
                  6,537,500Total
      Other Assets
                  
                  
                  9,330,070
                  
                  
                  
                  178,699Total
      Assets
                  
                  $
                  9,421,154
                  
                  
                  $
                  387,848LIABILITIES
      AND STOCKHOLDERS' EQUITYCurrent
      LiabilitiesAccounts
      Payable
                  
                  $
                  34,051
                  
                  
                  $
                  9,302Unearned
      Revenue
                  
                  
                  
                  
                  
                  
                  235,000Pending
      Litigation
                  
                  
                  375,000
                  
                  
                  
                  375,000Other
      Accrued Expenses
                  
                  
                  7,500
                  
                  
                  
                  400Prior
      Year Tax Provision
                  
                  
                  3,829
                  
                  
                  
                  3,829Other
      Current Liabilities
                  
                  
                  
                  
                  
                  
                  -Total
      Current Liabilities
                  
                  
                  420,380
                  
                  
                  
                  623,531Long
      Term LiabilitiesLoans
      Payable
                  
                  
                  -
                  
                  
                  
                  -Total
      Long Term Liabilities
                  
                  
                  -
                  
                  
                  
                  -Total
      Liabilities
                  
                  
                  420,380
                  
                  
                  
                  623,531Shareholders'
      EquityCapital
      stock, 99,984,500 shares authorized, $.001 par value 24,162,883 shares
      outstanding
                  
                  
                  350,025
                  
                  
                  
                  255,000Paid-In
      Capital
                  
                  
                  12,400,542
                  
                  
                  
                  1,899,093Retained
      Earnings
                  
                  
                  (3,749,793
                  )
                  
                  
                  (2,389,776
                  )Total
      Shareholder's equity
                  
                  
                  9,000,774
                  
                  
                  
                  (235,683
                  )Total
      Liabilities and Shareholders' Equity
                  
                  $
                  9,421,154
                  
                  
                  $
                  387,848
 
 The
accompanying footnotes are an integral part of these financial
statements
  F-1
 
 Omega
Commercial Finance Corporation
 (Formerly
DOL Resources)
 Condensed
Consolidated Statement of Operations
 For the
nine months ending September 30, 2008 and 2007
 
 2008
                              
                              
                              2007RevenuesEngagement
      Fees
                              
                              $
                              366,144
                              
                              
                              $
                              1,488,316Lock-up
      Fees
                              
                              
                              702,034Other
      Income
                              
                              
                              11,500
                              
                              
                              
                              0Total
      Revenue
                              
                              
                              1,079,677
                              
                              
                              
                              1,488,316Refunds
                              
                              
                              (125,500
                              )
                              
                              
                              0Net
      Revenue
                              
                              
                              954,177
                              
                              
                              
                              1,488,316Cost
      of RevenueTravel
                              
                              $
                              27,621
                              
                              
                              $Underwriting
                              
                              
                              92,600Appraisers
                              
                              
                              60,250Broker
                              
                              
                              7,500Consulting
                              
                              
                              21,383Total
      Cost of Goods Sold
                              
                              
                              209,354
                              
                              
                              
                              0Gross
      Profit
                              
                              
                              744,824
                              
                              
                              
                              1,488,316General
      and Administrative ExpensesDirectors'
      Fees
                              
                              $
                              1,032,500
                              
                              
                              $
                              0Advisory
      Fees
                              
                              
                              211,000Payroll
      expenses
                              
                              
                              294,206Marketing
      expenses
                              
                              
                              70,000Rent
                              
                              
                              119,919Legal
      Fees
                              
                              
                              57,910Depreciation
                              
                              
                              14,203
                              
                              
                              
                              10,916Amortization
                              
                              
                              1,250
                              
                              
                              
                              750Other
      G&A Expenses
                              
                              
                              416,659
                              
                              
                              
                              1,277,221Total
      expenses
                              
                              
                              2,217,648
                              
                              
                              
                              1,288,887Net
      Income (Loss) from operations
                              
                              $
                              (1,472,824
                              )
      $
                              
                              $
                              199,429Other
      Income (Expense)Interest
      Income
                              
                              
                              19
                              
                              
                              
                              278Loss
      on stock repurchase
                              
                              
                              (7,744
                              )Loss
      due to Fraud
                              
                              
                              (106,000
                              )
                              
                              
                              0Total
      Other Income (Loss)
                              
                              
                              (113,725
                              )
                              
                              
                              278Net
      Income (Loss)
                              
                              
                              (1,586,549
                              )
                              
                              
                              199,707Provision
      for Income Tax
                              
                              
                              
                              
                              
                              
                              78,609Net
      Income (Loss)
                              
                              
                              (1,586,549
                              )
                              
                              
                              121,098Net
      (Loss) per share
                              
                              $
                              (0.09
                              )
                              
                              $
                              0.01Weighted
      average of outstanding shares
                              
                              
                              17,056,863
                              
                              
                              
                              17,056,863
 
 The
accompanying notes to the financial statements are an integral part of these
financial statements
  F-2
 
 Omega
Commercial Finance Corporation
 (Formerly
DOL Resources)
 Consolidated
Statement of Cash Flows
 For the
nine months ended September 30, 2008 and 2007
  2008
                          
                          
                          2007Cash
      flows from operationsNet
      Income (Loss)
                          
                          $
                          (1,586,549
                          )
                          
                          $
                          121,098Adjustments
      to reconcile net income to net operating
      activitiesDepreciation
                          
                          
                          14,203
                          
                          
                          
                          10,916Amortization
                          
                          
                          1,250
                          
                          
                          
                          750Non-cash
      stock expenses
                          
                          
                          1,243,500(Increase)
      Decrease in accounts receivable
                          
                          
                          0
                          
                          
                          
                          (39,149
                          )(Increase)
      Decrease in other receivables
                          
                          
                          (3,350
                          )
                          
                          
                          (10,000
                          )(Increase)
      Decrease in prepaid
                          
                          
                          212,837Increase
      (Decrease) Unearned Revenue
                          
                          
                          (235,000
                          )
                          
                          
                          98,666Increase
      (Decrease) in other accrued expenses
                          
                          
                          7,100
                          
                          
                          
                          (22,671
                          )Increase
      in payroll taxes
                          
                          
                          
                          
                          
                          
                          39,149Increase
      (Decrease) in accounts payable
                          
                          
                          24,749Increase
      (Decrease) in income taxes
                          
                          
                          0
                          
                          
                          
                          78,609Rounding
                          
                          
                          0Net
      cash provided by operations
                          
                          
                          (321,260
                          )
                          
                          
                          277,368Investing
      ActivitiesOther
      InvestmentsPurchase
      of fixed assets
                          
                          
                          4,601
                          
                          
                          
                          19,720Purchase
      of other assets
                          
                          
                          
                          
                          
                          
                          126,400Net
      cash used in investing activities
                          
                          
                          4,601
                          
                          
                          
                          146,120Financing
      ActivitiesSale
      of Stock
                          
                          
                          235,200
                          
                          
                          
                          0Costs
      of PPM
                          
                          
                          0
                          
                          
                          
                          0Borrowings
      for purchase of assets
                          
                          
                          0
                          
                          
                          
                          10,100Paid
      in capital
                          
                          
                          
                          
                          
                          
                          (12,500
                          )Stock
      Repurchase
                          
                          
                          (7,759
                          )
                          
                          
                          0Loans
      Payable
                          
                          
                          0
                          
                          
                          
                          0Net
      cash generated by financing activities
                          
                          
                          227,441
                          
                          
                          
                          (2,400
                          )Increase
      (decrease) in cash and equivalents
                          
                          
                          (98,420
                          )
                          
                          
                          128,848Cash
      at the beginning of period
                          
                          
                          107,679
                          
                          
                          
                          8,217Cash
      at the end of period
                          
                          $
                          9,259
                          
                          
                          $
                          137,065
  The
accompanying footnotes are an integral part of these financial
statements
  F-3
  OMEGA
Commercial Finance Corporation
 (Formerly
DOL Resources)
 Notes
to Condensed Consolidated Financial Statements
 For
the nine months ending September 30, 2008 and 2007
  NOTE
1: OPERATIONS AND
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
 
 Basis
of presentation
 
 The
accompanying interim condensed financial statements are unaudited, but in the
opinion of management of Omega Commercial Finance Corporation (the Company),
contain all adjustments, which include normal recurring adjustments, necessary
to present fairly the financial position at September 30, 2008, the results of
operations for the nine months ended September 30, 2008 and 2007, and cash flows
for the nine months ended September 30, 2008 and 2007.  The balance
sheet as of December 31, 2007 is derived from the Company’s audited financial
statements.
 
 Certain
information and footnote disclosures normally included in financial statements
that have been prepared in accordance with generally accepted accounting
principles have been condensed or omitted pursuant to the rules and regulations
of the Securities and Exchange Commission, although management of the Company
believes that the disclosures contained in these financial statements are
adequate to make the information presented therein not misleading. For further
information, refer to the financial statements and the notes thereto included in
the Company’s Annual Report on Form 10-KSB for the fiscal year ended December
31, 2007, as filed with the Securities and Exchange Commission.
 
 The
preparation of financial statements in conformity with generally accepted
accounting principles requires management to make estimates and assumptions that
affect the reported amounts of assets and liabilities, disclosure of contingent
assets and liabilities at the date of the financial statements, and the reported
amounts of revenues and expense during the reporting period.  Actual
results could differ from those estimates.
 
 The
results of operations for the nine months ended September 30, 2008 are not
necessarily indicative of the results of operations to be expected for the full
fiscal year ending December 31, 2008.
 
 Nature of
business:
 
 Omega
Commercial Finance Corporation (the Company) is a corporation organized in the
State of Wyoming in November 1973 as DOL Resources, Inc.  From date of
organization until October 2002, the Company’s primary business activity was the
acquisition of interests in various oil and gas properties, as well as coal and
oil and gas exploration.  Following a change in control, name change
and corporate reorganization in 2007, the Company currently specializes in the
placement of equity, debt and mezzanine financing from $1 million to $500
million dollars for commercial real estate deals in the United States and
globally. On September 12, 2007 in a stock exchange, Omega Capital Funding LLC
became a wholly owned subsidiary of Omega Commercial Finance
Corporation.  As a result of the Share Exchange, the former Omega
Capital Funding, LLC shareholders held approximately 91% of the Company’s
outstanding common stock immediately following the transaction, on a fully
diluted basis.  Accordingly, the Share Exchange constituted a change
of control of the Company.  As a result of the Share Exchange, Omega
Capital Funding, LLC constituted the accounting acquirer in the share exchange.
The company, through Omega Capital Funding LLC, provides financing programs with
its institutional resources through hedge funds, pension funds, private equity
funds, and private investors; and/or a combination of the
aforementioned.
  F-4
  OMEGA
Commercial Finance Corporation
 (Formerly
DOL Resources)
 Notes
to Condensed Consolidated Financial Statements
 For
the nine months ending September 30, 2008 and 2007
 
 Consolidated
Financial Statements:
 
 The
audited consolidated financial statements include the accounts of Omega
Commercial Finance Corporation and its subsidiaries, all of which are wholly
owned.  The financial statements have been prepared in accordance with
U.S. generally accepted accounting principles for financial
reporting.  All intercompany balances and transactions have been
eliminated in consolidation.  In the opinion of management, the
accompanying financial statements include all adjustments (consisting of normal
recurring accruals and adjustments) necessary to present fairly, in all material
respects, the Company’s results
 
 Recognition of
revenue:
 
 Revenue
is recognized in accordance with SEC Staff Accounting Bulletin No. 101, “Revenue
Recognition in Financial Statements’” as amended by SAB 104,”Revision of Topic
13 (Revenue Recognition).  The Company recognizes revenue when the
significant risks and rewards of ownership have been transferred to the customer
pursuant to applicable laws and regulations, including factors such as when
there has been evidence of a sales arrangement, delivery has occurred, or
service have been rendered, the price to the buyer is fixed or determinable, and
collectability of the resulting receivable is reasonably assured.
 
 The
Company has various levels of revenue recognition depending on at what stage the
project is in. Fee income is recognized when earned, according to the terms of
the contracts.  Engagement fees are recorded as income when received;
since the Company’s clients contract with the Company to assist them in securing
financing for their commercial development projects. The engagement fees are for
the Company to commence with the due diligence and the appraisals. Lockup fees
are recognized as income immediately upon receipt of the cash as these fees are
paid to the Company for securing the rates on the financing. Unearned fees are
deferred and carried as a liability.
  F-5
 
 OMEGA
Commercial Finance Corporation
 (Formerly
DOL Resources)
 Notes
to Condensed Consolidated Financial Statements
 For
the nine months ending September 30, 2008 and 2007
 
 Cash and cash
equivalents:
 
 For
purposes of the statement of cash flows, the Company considers cash in bank
accounts, certificate of deposits and investment instruments purchased with
maturities of three months or less as cash and cash equivalents.
 
 Depreciation:
 
 Property
and equipment are stated at cost less accumulated depreciation. Cost includes
the price paid to acquire or construct the assets, including interest
capitalized during the construction period and any expenditures that
substantially add to the value of or substantially extend the useful life of an
existing asset.  Maintenance and repairs are charged to operations as
incurred.
 
 The
Company computes depreciation expense using the straight-line method over the
estimated useful lives of the assets, as presented in the table below. The
estimated lives of the assets range from three to five years.
 
 Useful
      livesin
      yearsComputer
      and Software
                  
                  
                  5Furniture
      and Office Equipment
                  
                  
                  7Fixtures
                  
                  
                  7
  Fair
Value Estimates
 
 The fair
value of an asset or liability is the amount at which it could be exchanged or
settled in a current transaction between willing parties.  The
carrying values for cash and cash equivalents, current and noncurrent marketable
securities, restricted investments, accounts receivable and accrued liabilities
and other current assets and liabilities approximate their fair value due to
their short maturities.
 
 Income taxes:
 
 Current
income tax expense is the amount of income taxes expected to be payable for the
current year. A deferred income tax asset or liability is established for the
expected future consequences of temporary differences in the financial reporting
and tax bases of assets and liabilities. The Company considers future taxable
income and ongoing, prudent and feasible tax planning strategies, in assessing
the value of its deferred tax assets. If the Company determines that it is more
likely than not that these assets will not be realized, the Company will reduce
the value of these assets to their expected realizable value, thereby decreasing
net income. Evaluating the value of these assets is necessarily based on the
Company’s judgment. If the Company subsequently determined that the deferred tax
assets, which had been written down, would be realized in the future, the value
of the deferred tax assets would be increased, thereby increasing net income in
the period when that determination was made.
  F-6
  OMEGA
Commercial Finance Corporation
 (Formerly
DOL Resources)
 Notes
to Condensed Consolidated Financial Statements
 For
the nine months ending September 30, 2008 and 2007
 
 Use
of estimates:
 
 The
preparation of consolidated financial statements in conformity with U.S.
generally accepted accounting principles (GAAP) requires management to make
estimates and assumptions that affect the amounts reported in the financial
statements and the accompanying notes.  The Company bases its
estimates on historical experience, management expectations for future
performance, and other assumptions as appropriate.  Key areas affected
by estimates include allowance for doubtful accounts, depreciation provisions,
income taxes and contingencies.  Actual results could differ
materially from these estimates under different assumptions and
conditions.
 
 Earnings
Per Share:
 
 Statement
of Financial Accounting Standards No. 128, “Earnings Per Share”, requires
presentation of basic earnings per share (”Basic EPS) and diluted earnings per
share (“Diluted EPS).  Basic earnings (loss) per share is computed by
dividing earnings (loss) available to common stockholders by the weighted
average number of common shares outstanding (including shares reserved for
issuance) during the period.  Diluted earnings per share is calculated
by dividing net income (loss) attributable to common stockholders by the
weighted average number of shares of common stock outstanding and all dilutive
potential common shares that were outstanding during the period.
  Long
Lived Assets
 
 The
Company accounts for its long-lived, tangible assets and definite-lived
intangible assets in accordance with Statement of Financial Accounting Standards
No. (SFAS) 144, Accounting for the Impairment or Disposal of Long-Lived
Assets.  As a result, the Company assesses long-lived assets
classified as “held and used,” including the equipment and furniture, for
impairment whenever events or changes in business circumstances arise that may
indicate that the carrying amount of the long-lived asset may not be
recoverable.  These events would include significant current period
operating cash flow losses associated with the use of a long-lived asset group
of assets combined with a history of such losses, significant changes in the
manner of use of assets and significant negative history or economic
trends.  Management evaluated the long-lived assets for impairment
during 2007 and did not note any triggering event that the carrying values of
material long lived assets are not recoverable.
  F-7
  OMEGA
Commercial Finance Corporation
 (Formerly
DOL Resources)
 Notes
to Condensed Consolidated Financial Statements
 For
the nine months ending September 30, 2008 and 2007
 
 Stock
for Services
 
 The
Company is in compliance with FASB 123R and records the expense of stock for
services at the fair market value rate at the date of grant at the close of
business.
 
 Recent
Accounting Pronouncements
 
 In July
2006, the Financial Accounting Standards Board (FASB) issued FASB Interpretation
No. (FIN) 48, Accounting for Uncertainty in Income Taxes.  Tax law is
subject to significant and varied interpretation, so an enterprise may be
uncertain whether a tax position that it has taken will ultimately be sustained
when it files its tax return. FIN 48 establishes a “more-likely-than-not
threshold that must be met before a tax benefit can be recognized in the
financial statements and, for those benefits that may be recognized, stipulates
that enterprises should recognize the largest amount of the tax benefit that has
a greater than 50 percent likelihood of being realized upon ultimate settlement
with the taxing authority.  FIN 48 also addresses changes in judgments
about the realizability of tax benefits, accrual of interest and penalties on
unrecognized tax benefits.  The Company adopted FIN-48 at the
beginning of fiscal 2007.
 
 In
September 2006, the FASB issued Statement of Financial Accounting Standards
("SFAS") No. 157, Fair Value Measurements ("SFAS No. 157"). SFAS No. 157 defines
fair value, establishes a framework for measuring fair value and enhances
disclosures about fair value measures required under other accounting
pronouncements, but does not change existing guidance as to whether or not an
instrument is carried at fair value. SFAS No. 157 is effective for fiscal years
beginning after November 15, 2007. Management is currently evaluating the impact
of SFAS No. 157 on the Company’s financial position, results of operations and
cash flows.
 
 In
February 2007, the FASB issued SFAS No. 159, The Fair Value Option for Financial
Assets and Financial Liabilities - Including an Amendment of FASB No. 115 ("SFAS
No. 159"). SFAS No. 159 permits companies to choose to measure many financial
instruments and certain other items at fair value in order to mitigate
volatility in reported earnings caused by measuring related assets and
liabilities differently without having to apply complex hedge accounting
provisions. SFAS No. 159 is effective for fiscal years beginning after November
15, 2007. We are currently assessing the impact, if any, of this statement on
our condensed consolidated financial statements.
 
 In
December 2007, the FASB issued SFAS No. 141(R), Business Combinations, or ("SFAS
141(R)"). SFAS 141(R) establishes principles and requirements for how the
acquirer of a business recognizes and measures in its financial statements the
identifiable assets acquired, the liabilities assumed, and any noncontrolling
interest in the acquiree. SFAS 141(R) also provides guidance for recognizing and
measuring the goodwill acquired in the business combination and determines what
information to disclose to enable users of the financial statements to evaluate
the nature and financial effects of the business combination. The provisions of
SFAS 141(R) are effective for financial statements issued for fiscal years
beginning after December 15, 2008. We are currently assessing the financial
impact of SFAS 141(R) on our consolidated financial statements.
  F-8
  OMEGA
Commercial Finance Corporation
 (Formerly
DOL Resources)
 Notes
to Condensed Consolidated Financial Statements
 For
the nine months ending September 30, 2008 and 2007
 
 In
December 2007, the FASB issued SFAS 160, Noncontrolling Interests in
Consolidated Financial Statements - An Amendment of ARB No. 51("SFAS 160"). SFAS
160 amends Accounting Research Bulletin No. 51, "Consolidated Financial
Statements," or ARB 51, to establish accounting and reporting standards for the
noncontrolling interest in a subsidiary and for the deconsolidation of a
subsidiary. This statement also amends certain of ARB 51's consolidation
procedures for consistency with the requirements of SFAS 141(R). In addition,
SFAS 160 also includes expanded disclosure requirements regarding the interests
of the parent and its noncontrolling interest. The provisions of SFAS 160 are
effective for fiscal years beginning after December 15, 2008. Earlier adoption
is prohibited. We are currently assessing the financial impact of SFAS 160 on
our consolidated financial statements.
 
 In March
2008, the FASB issued SFAS No. 161, "Disclosures about Derivative Instruments
and Hedging Activities - an amendment of FASB Statement No. 133," as amended and
interpreted, which requires enhanced disclosures about an entity's derivative
and hedging activities and thereby improves the transparency of financial
reporting.  Disclosing the fair values of derivative instruments and their
gains and losses in a tabular format provides a more complete picture of the
location in an entity's financial statements of both the derivative positions
existing at period end and the effect of using derivatives during the reporting
period.  Entities are required to provide enhanced disclosures about: (a)
how and why an entity uses derivative instruments, (b) how derivative
instruments and related hedged items are accounted for under Statement 133 and
its related interpretations, and (c) how derivative instruments and related
hedged items affect an entity's financial position, financial performance, and
cash flows.  SFAS No. 161 is effective for financial statements issued for
fiscal years and interim periods beginning after November 15, 2008.  Early
adoption is permitted.  The Company does not expect that the adoption of
SFAS No. 161 will have a material impact on its financial position.
 
 In May
2008, the FASB issued SFAS No. 162, “The Hierarchy of Generally Accepted
Accounting Principles.” SFAS No. 162 identifies the sources of accounting
principles and provides entities with a framework for selecting the principles
used in preparation of financial statements that are presented in conformity
with GAAP. The current GAAP hierarchy has been criticized because it is directed
to the auditor rather than the entity, it is complex, and it ranks FASB
Statements of Financial Accounting Concepts, which are subject to the same level
of due process as FASB Statements of Financial Accounting Standards, below
industry practices that are widely recognized as generally accepted but that are
not subject to due process. The Board believes the GAAP hierarchy should be
directed to entities because it is the entity (not its auditors) that is
responsible for selecting accounting principles for financial statements that
are presented in conformity with GAAP. The adoption of FASB 162 is not expected
to have a material impact on the Company’s financial position.
  F-9
  OMEGA
Commercial Finance Corporation
 (Formerly
DOL Resources)
 Notes
to Condensed Consolidated Financial Statements
 For
the nine months ending September 30, 2008 and 2007
 
 In May
2008, the FASB issued SFAS No. 163, “Accounting for Financial Guarantee
Insurance Contracts-an interpretation of FASB Statement No. 60.” Diversity
exists in practice in accounting for financial guarantee insurance contracts by
insurance enterprises under FASB Statement No. 60, Accounting and Reporting by
Insurance Enterprises. This results in inconsistencies in the recognition and
measurement of claim liabilities. This Statement requires that an insurance
enterprise recognize a claim liability prior to an event of default (insured
event) when there is evidence that credit deterioration has occurred in an
insured financial obligation. This Statement requires expanded disclosures
about financial guarantee insurance contracts. The accounting and disclosure
requirements of the Statement will improve the quality of information provided
to users of financial statements. The adoption of FASB 163 is not expected to
have a material impact on the Company’s financial position.
 
 In June
2008, the FASB issued FASB SP EITF 03-6-1, "Determining Whether Instruments
Granted in Share-Based Payment Transactions Are Participating Securities."
 SP EITF 03-6-1 addresses whether instruments granted in share-based
payment transactions are participating securities prior to vesting, and
therefore need to be included in the computation of earnings per share under the
two-class method as described in SFAS No. 128, "Earnings per Share."  SP
EITF 03-6-1 is effective for financial statements issued for fiscal years
beginning on or after December 15, 2008 and earlier adoption is prohibited.
 The Company is required to adopt SP EITF 03-6-1 in the first quarter of
2009 and does not expect SP EITF 03-6-1 to have a material impact on the
Company’s financial position.
 
 Reclassification
 
 Certain
reclassifications have been made to prior year amounts to conform to current
year classifications.  There were no changes to total assets,
liabilities or net income due to the reclassifications.
  Material
Adjustments
 
 Management
is not aware of any material adjustments that need to be made to the financial
statements in order for them to be in conformity with Generally Accepted
Accounting Principles.
  F-10
 
 OMEGA
Commercial Finance Corporation
 (Formerly
DOL Resources)
 Notes
to Condensed Consolidated Financial Statements
 For
the nine months ending September 30, 2008 and 2007
  NOTE
2: FIXED
ASSETS:
 
 Fixed
      assets consisted of the following:
                  
                  2008
                  
                  
                  2007Office
      furniture and fixtures
                  
                  $
                  79,394
                  
                  
                  $
                  75,600Office
      equipment
                  
                  
                  7,704
                  
                  
                  
                  7,704Office
      computers
                  
                  
                  28,513
                  
                  
                  
                  16,762116,276
                  
                  
                  
                  100,066Less:
      accumulated depreciation
                  
                  
                  (45,467
                  )
                  
                  
                  (22,787
                  )$
                  70,144
                  
                  
                  $
                  77,279
 
 Depreciation
for the nine months ended September 30, 2008 and 2007 was $14,203 and $6,985
respectively.
  NOTE
3: RELATED
PARTIES
 
 During
the nine months ended September 30, 2008 and 2007, the Company paid $1,192,202
and $288,969 to the Company’s management for compensation and other expenses,
respectively, including $1,032,500 in stock compensation in 2008.
 
 NOTE
4: DEPOSITS AND OTHER
ASSETS:
 
 Other
      assets consisted of the following:
                  
                  2008
                  
                  
                  2007Shares
      held in escrow
                  
                  $
                  2,610,120
                  
                  
                  $
                  0Deposit
      on lease
                  
                  
                  17,904
                  
                  
                  
                  17,904Deposit
      on furniture leased
                  
                  
                  1,182
                  
                  
                  
                  1,182Deposit
      on potential acquisition
                  
                  
                  10,000
                  
                  
                  
                  0Deposit
      on purchase of investment in Broker Dealer
                  
                  
                  25,000
                  
                  
                  
                  0Total
      Deposits
                  
                  
                  2,664,206
                  
                  
                  
                  19,086Website
      design
                  
                  
                  10,000
                  
                  
                  
                  5,000Less
      amortization
                  
                  
                  (2,917
                  )
                  
                  
                  (1,167
                  )$
                  7,083
                  
                  
                  $
                  3,833
 
 On May
27, 2008, the Company issued 5,000,000 shares of stock to MJMM Investments, LLC,
an investment relations firm, as part of a contract signed with MJMM
Investments, LLC.  Since the Company is thinly traded, MJMM
Investments, LLC was hired to help make the investing public aware of the
Company and to locate investors interested in purchasing shares of the
Company.  MJMM Investments, LLC did not perform in the timeframe
stipulated in the contract and the contract expired on July 28,
2008.  The 5,000,000 shares issued to MJMM Investments, LLC are being
held in escrow while discussions are being held to extend the
contract.   The value of the shares issued has been listed as a
deposit until the outcome of the discussions can be determined.
  F-11
  OMEGA
Commercial Finance Corporation
 (Formerly
DOL Resources)
 Notes
to Condensed Consolidated Financial Statements
 For
the nine months ending September 30, 2008 and 2007
 
 On March
27, 2008, the Company issued 334,000 shares of stock to Big Apple Consulting
USA, Inc., an investment relations and public relations firm.  Since
services have yet to be rendered, the value of the shares issued has been listed
as a deposit until such time as the services are received.
  NOTE
5: INCOME
TAXES
 
 The
Company accounts for income taxes under SFAS No. 109, “Accounting for Income Taxes.”There are no significant differences between financial statement income
and tax income. Provision for income taxes for the year ended December 31, 2007
consist of the following:
  Federal
                      
                      
                      StateIncome
      (Loss)
                      
                      
                      10,390
                      
                      
                      
                      10,390Allowances
                      
                      
                      0
                      
                      
                      
                      (5,000
                      )10,390
                      
                      
                      
                      5,390Tax
      Rate
                      
                      
                      34.00
                      %
                      
                      
                      5.5
                      %Tax
      Provision
                      
                      $
                      3,829
 
 The
Company made no current provision for quarterly income tax accruals due to the
cyclical nature of the business and the radical swings in income on a quarterly
basis.
 
 NOTE 6:UNEARNED
REVENUE
 
 Unearned
revenues consist of revenue that has already been received, but the contract
from which they are received has not been fully performed on.  The
Company takes the position of recognizing certain revenue on those fees at such
time as the performance on the contract has been satisfied. The Company takes
the position of recording the deferred revenue at the total amount
received.
 
 As of
September 30, 2008, the company had no (0) contracts pending.
 
 NOTE
7: COMMITMENTS
 
 The
Company leases its office space from an unrelated party under a five year lease
which commenced on November of 2005 and expires on October of
2010.  The lease calls for monthly rent payments of $10,936 plus sales
tax, and calls for annual increases and pass through of increases in operating
expenses and taxes over the base year.
  F-12
  OMEGA
Commercial Finance Corporation
 (Formerly
DOL Resources)
 Notes
to Condensed Consolidated Financial Statements
 For
the nine months ending September 30, 2008 and 2007
 
 Future
minimum lease payments under the lease contract for the next four years
are:
 
 2008
                  
                  
                  127,3882009
                  
                  
                  131,2322010
                  
                  
                  109,360
 
 The
company also leases warehouse space from a related for its gambling ship
operations in Florida on a month to month basis.  The agreement calls
for monthly rent payments of $2,500.
 
 Rent
expense for the nine months ending September 30, 2008 and 2007 total $119,919
and $71,859 respectively.
 
 NOTE
8: LITIGATION
 
 Provision
for Litigation revenues consist of revenue that has already been recognized, but
the Company is involved in a lawsuit over the deals and/or fees.  The
Company takes the position of removing the disputed fees from revenue and
recording those fees as provision for litigation until such time as the disputes
are settled.  The Company takes the position of recording the
provision at the total amount of the dispute even though the Company
aggressively contests the lawsuits..
 
 As of the
date of these statements the Company was involved in the following
litigation:
 
 Paxton case# 05-5261-ci-08
$250,000
 
 The
Company is a defendant in a breach of contract case filed by Paxton
(“Plaintiff”) regarding an agreement for a Purchase and Lease Buyback Program to
acquire a parcel of land in Lithonia, GA. The Plaintiff, a third party acting as
the sponsor to the Buyer, deposited $250,000 into the Company’s account for the
1st
Lease Payment under the agreement. Subsequently the Company cancelled the
agreement and terminated the transaction after discovering that the Buyer had
submitted a fraudulent appraisal and had made material
misrepresentations.  The Plaintiff, who has a judgment against the
Buyer they sponsored, is seeking a refund of the lease payment from the Company.
The case is in the discovery stage and its final outcome can not be ascertained
as of this time.
 
 Develcorp, LLC case
#07-32787 CA-13 $325,000
 
 The
Company is the plaintiff in this breach of contract case.  This case
the Company could not close on a committed loan due to owners of record could
not be located.
 
 Company
initiated the suit in order to show that the Company is entitled to retain the
lock-up fees it received from the defendant.
  F-13
  OMEGA
Commercial Finance Corporation
 (Formerly
DOL Resources)
 Notes
to Condensed Consolidated Financial Statements
 For
the nine months ending September 30, 2008 and 2007
 
 Ramos Case,-case #07-38288
CA- 09 $50,000
 
 This is a
breach of contract action where Ramos has sued the Company for return of the
monies paid to the Company.  The client sent a letter to the
introducing broker that was forwarded to Omega, stating they are canceling the
purchase contract because of Environmental Phase I contamination and wanted all
fees paid to Omega refunded.
 
 The
Company’s counsel has asserted that the likelihood of the Company prevailing in
these actions is more likely to occur.  The Company’s policy is to
record these lawsuit amounts as litigation, thus reversing current year
revenue.  Management feels that this is the most conservative
approach.  Allowance in litigation has been accrued for the Develcorp
and Ramos lawsuits.  The Paxton case is deemed frivolous by the
attorneys, thus no deferred revenue has been set aside for that
one.
 
 NOTE
9: INVESTMENT IN
BROKER DEALER
 
 In 2007.
the Company paid $146,280 for an eventual interest of 48% in an unaffiliated
broker dealer. The Company currently has only a 12% interest in the broker
dealer, pending the approval of the FINRA of the transaction.  If
approval is not obtained the Company still maintains its 12% interest in the
broker dealer and will be refunded $25,000.
 
 The
Company is accounting for this transaction as an investment of the 12% interest
until such time as the Company obtains approvals from the regulatory agencies.
The $25,000 refundable amount has been recorded as a deposit.
 
 NOTE
10: REVENUE
 
 2008
                    
                    
                    2007Engagement
      Fees
                    
                    $
                    366,144
                    
                    
                    $
                    1,488,316Lock
      Up Fees
                    
                    
                    702,034Other
      income
                    
                    
                    11,500
                    
                    
                    
                    0Total
      Revenue
                    
                    
                    1,079,678
                    
                    
                    
                    1,488,316(Less)
      Refunds
                    
                    
                    (125,500
                    )
                    
                    
                    (0
                    )Net
      Revenue
                    
                    $
                    954,178
                    
                    
                    $
                    1,488,316
  NOTE
11: THREE MONTH DATA – THIRD QUARTER 2008 AND 2007
 
 2008
                      
                      
                      2007Revenue
                      
                      $
                      167,743
                      
                      
                      $
                      884,780Cost
      of Revenue
                      
                      
                      (45,695
                      )
                      
                      
                      (0
                      )Gross
      Profit
                      
                      $
                      122,048
                      
                      
                      $
                      884,780Expenses
                      
                      
                      (241,827
                      )
                      
                      
                      ( 583,218
                      )Operating
      Loss
                      
                      $
                      (119,779
                      )
                      
                      
                      301,562Other Revenue and Expense
                      
                      
                      1
                      
                      
                      
                      278Three
      Month Income/Loss
                      
                      $
                      (119,780
                      )
                      
                      $
                      307,840
  F-14
 
 OMEGA
Commercial Finance Corporation
 (Formerly
DOL Resources)
 Notes
to Condensed Consolidated Financial Statements
 For
the nine months ending September 30, 2008 and 2007
 
 NOTE
12: CAPITAL
STOCK
 
 In the
first and second quarters of   2008, the Company received
$235,200 in proceeds from the sale of 1,419,048 shares of stock as part of a
Regulation S offering.  These shares are unregistered, but being sold
under the exemption Regulation S, sales to non-US citizens.  The
Company plans on receiving and additional $500,000 of proceeds from this sale of
unregistered securities.
 
 On
February 7, 2008, the Company issued 100,000 shares of stock to compensate an
investor relations firm for its work, with an expense of $55,000 to the
Company.
 
 From
February 13, 2008 to February 20, 2008, the Company issued 200,000 shares of
stock to the members of its real estate advisory board, with an expense of
$100,000 to the Company.
 
 On March
5, 2008, the Company issued 200,000 shares of stock to compensate a related
party for web work on web pages, managing the website, graphic arts, business
cards, letterhead, logo design, and other artwork, with an expense of $80,000 to
the Company.
 
 On March
13, 2008 the Company issued 175,000 shares of stock to compensate its board of
directors, with an expense of $52,500 to the Company.
 
 On March
27, 2008, the Company issued 334,000 shares of stock to an investor relations
firm, as a deposit towards future services.  The value of the shares
is recorded as a deposit until such time as the services are
received.
 
 On May
13, 2008 the Company issued 100,000 shares of the stock to two consultants to
compensate their services as real estate advisors with an expense of $61,000 to
the Company.
 
 On May
27, 2008 the Company issued 5,000,000 shares of stock to an investment relations
firm. The firm did not perform in the timeframe stated in the
contract.  The shares are being held in escrow while negotiations are
being held to extend the contract.  The value of the shares has been
listed as a deposit until the outcome of the negotiations can be determined.
(see Note 4).
  F-15
  OMEGA
Commercial Finance Corporation
 (Formerly
DOL Resources)
 Notes
to Condensed Consolidated Financial Statements
 For
the nine months ending September 30, 2008 and 2007
 
 On June
23, 2008, the Company issued 100,000 shares of stock to two consultants to
compensate their services as real estate advisors, with an expense of $49,000 to
the Company.
 
 On June
23, 2008, the Company issued 2,000,000 shares of stock to its Chairman of the
Board, as compensation for services, with an expense of $980,000 to the
company.
 
 During
January and February 2008, the Company purchased 15,500 shares of its stock on
the open market.  The company formally canceled these shares during
the third quarter 2008.
  NOTE
13: EXTRAORDINARY
ITEM
 
 In
February 2008, the Company experienced a theft of $106,000 from a person who was
a former director and able to access the Company’s checking account and wrote
himself a check for that amount of monies.  Upon discovery of the
theft, management filed a criminal police report of the theft.  The
Company expects to attempt to seek relief from the bank and has no expectations
of recovering any monies from the individual that stole the
monies.  This event was unusual and is not expected to occur again in
the future.
 
 NOTE
14:  SUBSEQUENT
EVENTS
 
 On July
11, 2008, the Company amended its agreement with ASG securities.  The
company agreed to purchase the outstanding 12% from a related party, netting the
company 24% of the outstanding stock.  After approval of the merger by
FINRA, the Company will now own 80% of the outstanding stock.  The
amount due to the related party for the shares will be accrued as payable until
such time as it is paid.  Since FINRA has not approved the
transaction, the company is recording its investment of $121,280 and a
refundable deposit of $25,000.
 
 On July
15, 2008, the Company filed a S-1 registration statement registering 7,829,654
shares with the Securities and Exchange Commission.  Pursuant to an
Investment agreement with Dutchess Private Equities Fund, Ltd., 4,829,654 shares
are being registered in their name.  In exchange, Dutchess Private
Equities Fund, Ltd will issue a line of credit up to $20,000,000 to the Company
and sell the number of shares equal to the Company’s borrowings.  The
remaining 3,000,000 shares will be offered in a private placement by the
Company.
  F-16
  OMEGA
Commercial Finance Corporation
 (Formerly
DOL Resources)
 Notes
to Condensed Consolidated Financial Statements
 For
the nine months ending September 30, 2008 and 2007
 
 On July
17, 2008, the Company entered into an Agreement for Share Exchange with Oceans
21 Miami, LLC, a Nevada Limited Liability Company, and Steve Yamashiro, the sole
managing member of Oceans 21 Miami, LLC.  Oceans 21 Miami, LLC possess
title and full ownership of the “Ocean Jewel”, a cruise ship constructed in 1982
with approximately 40,000 square feet of gaming space and 60,000 square feet of
retail, office, common area and commercial space.  Pursuant to the
terms of the agreement, Mr. Yamashiro will transfer 100% of the issued and
outstanding stock of Oceans 21 Miami, LLC in exchange for 1,000,000 shares of
common stock of the Company. Oceans 21 Miami, LLC will operate as a wholly owned
subsidiary of the Company with Mr. Yamashiro employed as the Chief Executive
Officer.  The agreement also calls for the Company to provide
$6,000,000 of for renovations and improvements to the “Ocean Jewel” within 30
days and an additional $4,000,000 before January 1, 2009 to Oceans 21 Miami, LLC
to be used for opening day expenditures.
 
 On August
18, 2008, William Slivka resigned as the Chief Financial Officer, citing
personal reasons for his resignation.  Jon Cummings IV stepped in as
Interim CFO until a replacement is named.
 
 On
November 6, 2008, the company entered into a settlement agreement and release
with MJMM Investments, LLC which included Big Apple Consulting USA, whereby the
company received back from MJMM the common stock issued to it; in return, the
company issued MJMM 150,000 of unrestricted free-trading stock.
  F-17




Item
2.     Management’s Discussion and Analysis or Plan of
Operation





The
statements contained in this report that are not purely historical are
forward-looking statements. “Forward-looking statements” include statements
regarding our expectations, hopes, intentions, or strategies regarding the
future. Forward-looking statements include: statements regarding future products
or product development; statements regarding future selling, general and
administrative costs and research and development spending, and our product
development strategy; statements regarding future capital expenditures and
financing requirements; and similar forward-looking statements. It is important
to note that our actual results could differ materially from those in such
forward-looking statements.





Summary
of the Company and its Current Status





Omega
Commercial Finance Corporation, originally DOL Resources, Inc. (the “Company”)
was incorporated in the state of Wyoming on November 6, 1973. Prior to the
closing, the Company was a “shell” with nominal assets. From
November  6, 1973 until October 1, 2002, the Company bought, sold, and
leased oil and gas properties. It also explored and developed properties,
through joint ventures or subcontracting.  Effective October 1, 2002,
the Company sold its oil and gas properties to Glauber Management Company. On
October 2, 2002, the Company ceased any operations and became a development
stage company, whose activities were limited to the organization of the
company.  On September 14, 2007, the Company entered into a share
exchange agreement with Omega Capital Funding LLC, whereby the Company became
sole owner of Omega Capital Funding LLC.  Omega Capital Funding LLC
has subsequently changed its name to “Omega Commercial Finance,
LLC.”





The
Company is a holding company for Omega Commercial Finance, LLC and other
acquired companies.





The
Company has since decided not to pursue the S-1 registration statement with the
SEC that was filed on July 15, 2008. The Company has determined that it is no
longer in the best interest of the Company to register those shares at this
time.





The
Company’s Business Model





The
Company will act as a holding company for its subsidiaries, and will continue to
allow its subsidiaries to operate in the manner they have been
operating.  The Company will also function in an advisory capacity for
managerial decisions.





Omega
Commercial Finance LLC





Omega
Commercial Finance LLC  is a Florida corporation with its principal
office location in Miami, Florida; it was organized in December 2004. Omega
Commercial Finance LLC specializes in the placement of equity, debt and
mezzanine financing from $1 million to $500 million for commercial real estate
transactions in the United States and globally. The company provides financing
programs directly with their proprietary capital; with its institutional
resources through hedge funds, pension funds, private equity funds, and private
investors; and/or a combination of both.  Omega Commercial Finance LLC
was organized as a private commercial real estate lending company primarily for
the purpose of underwriting or investing in land and/or structured financing
programs backed or secured by real estate or other types of related or similar
assets or equity interests.





Omega
Commercial Finance LLC’s focus is on earning rates of return that exceed the
commensurate level of risk associated with each loan and structured financing
program. Omega Commercial Finance LLC independently assesses the value,
volatility, and adequacy of the collateral for each loan to assure that all
loans made are appropriately collateralized. As part of its assurance
procedures, each transaction is assessed for the ease of repossessing and/or
disposing of collateral for each loan, and assures that the underlying projects
and properties are adequately insured. Feasibility reports by third party firms
are part of the credit assessment prior to the final approval for any
investment.


4





Oceans 21
Miami LLC




On July
17, 2008, the Company entered into a certain Agreement for Share Exchange (the
“Agreement for Share Exchange”) with Oceans 21-Miami LLC a Nevada Limited
Liability Company (“Oceans”) and Steve Yamashiro, the sole managing member of
Oceans 21-Miami LLC (“Yamishiro”). Oceans possess title and full ownership of
the “Ocean Jewel,” a cruise ship constructed in 1982.




Pursuant
to the terms of the Agreement for Share Exchange, Yamashiro will transfer 100%
of the issued and outstanding stock of Oceans to the Company in exchange for
1,000,000 newly-issued shares of common stock in the Company (the “Exchange
Shares”). Oceans will now operate as a wholly-owned subsidiary of the Company
and will continue to employ Yamashiro as its Chief Executive Officer to run the
day-today operations, and was appointed the Advisory Chairman for the Casino
Hospitality Committee.




In
addition to receiving the Exchange Shares, the Company will provide to Oceans
(then its wholly-owned subsidiary) over the next six months of up to $10,000,000
to use as designated improvements on the Omega Royale and as additional working
capital .  According to the terms of the Agreement for Share Exchange,
the Company and Yamashiro have executed a Management Agreement for the operation
of the Ocean Jewel to set forth the net income disbursements from operations of
the Ocean Jewel.  The distribution of net income (after operational
expenses) will be allocated pursuant to a formula to be determined within the
next sixty (60) days of this filing.





Results
of Operations for the three months ended September 30, 2008 compared with the
three months ended September 30, 2007





The
following discussion of the results of operations should be read in conjunction
with our condensed financial statements and notes thereto for the three months
ended September 30, 2008 included in this Form 10-QSB.





Net
revenue consists of sales, net of refunds, and other income, including refunds
by vendors. Net revenue for the three months ended September 30, 2008 were
$786,435, compared to $360,166  in the comparable period in
2007.  Operating expenses were $381,705 for the three months ended
September 30, 2008 compared with $338,448  in the comparable period in
2007.   Other expenses for the three months ended September 30,
2008 were $105,986, compared with no loss in 2007.





For the
three months ended September 30, 2008, the Company incurred a net loss of
$1,318,246 and a negative cash flow from operations as compared to a net gain of
$128,910 and a positive cash flow from operations for the corresponding period
in 2007.





At
September 30, 2008, the Company had operating funds of $59,720, with ample
funding for continued operations.




Historical
Trends





Cash Flows from Operating
Activities.We generated  $270,799 of cash flow from operating
activities during the six months ended September 30, 2008 compared to
$101,912  in the comparable period in 2007. Cash flows were primarily
used asset purchases and to reduce short-term notes.





Cash Flows from Financing
Activities.  There was $235,200 provided by sales of stock for
the three months ended September 30, 2008,  as compared with no cash
flows from financing activities for the three months ended September 30,
2007.




Capital
Expenditures





As of
September 30, 2008, the Company had $59,720 in operating funds, ample funding
for continued operations. The Company intends to use funds generated from
operations as well as capital investments to broaden its financial services base
and fuel continued successful operations of its subsidiaries.





The
Company leases its corporate offices under a non-cancelable operating lease
expiring May 2010.





New
Accounting Pronouncements





References
to the “FASB,” “SFAS” and “SAB” in this Prospectus refer to the “Financial
Accounting Standards Board,” “Statement of Financial Accounting Standards,” and
the “SEC Staff Accounting Bulletin,” respectively.


5





Effective
January 1, 2007, the Company adopted FASB Interpretation No. 48,
“Accounting for Uncertainty in Income Taxes (“FIN 48”), an interpretation of
FASB Statement No. 109, Accounting for Income Taxes.” The Interpretation
addresses the determination of whether tax benefits claimed or expected to be
claimed on a tax return should be recorded in the financial
statements.  Under FIN 48, we may recognize the tax benefit from an
uncertain tax position only if it is more likely than not that the tax position
will be sustained on examination by the taxing authorities, based on the
technical merits of the position.





The tax
benefits recognized in the financial statements from such a position should be
measured based on the largest benefit that has a greater than fifty percent
likelihood of being realized upon ultimate settlement. FIN 48 also provides
guidance on derecognition, classification, interest and penalties on income
taxes, account in interim periods and requires increased disclosures. At the
date of adoption, and as of September 30, 2008, the Company does not have a
liability for unrecognized tax benefits.





The
Company files income tax returns in the U.S. federal jurisdiction and various
states. The Company is subject to U.S. federal or state income tax examinations
by tax authorities for years after 2006. During the periods open to examination,
the Company has net operating gains but tax credit carry forwards for U.S.
federal and state tax purposes that have attributes from closed periods. Since
these NOLs and tax credit carry forwards may be utilized in future periods, they
remain subject to examination.





The
Company’s policy is to record interest and penalties on uncertain tax provisions
as income tax expense. As of September 30, 2008, the Company has no accrued
interest or penalties related to the uncertain tax positions.





In
March 2007, the FASB issued SFAS No. 157, “Fair Value Measurements,” which
provides enhanced guidance for using fair value to measure assets and
liabilities. SFAS No. 157 provides a common definition of fair value and
establishes a framework to make the measurement of fair value in generally
accepted accounting principles more consistent and comparable. SFAS No. 157 also
requires expanded disclosures to provide information about the extent to which
fair value is used to measure assets and liabilities, the methods and
assumptions used to measure fair value, and the effect of fair value measures on
earnings. SFAS No. 157 is effective for financial statements issued in fiscal
years beginning after November 15, 2007 and to interim periods within those
fiscal years. The Company is currently in the process of evaluating the effect,
if any, the adoption of SFAS No. 157 will have on its results of operations,
financial condition, cash flows or disclosures through September 30,
2007.





In
February 2007, the FASB issued FASB Statement No. 159, “The Fair Value
Options for Financial Assets and Financial Liabilities, Including an amendment
of FASB Statement No. 115.” FAS 159, which becomes effective for the Company on
January 1, 2008, permits companies to choose to measure many financial
instruments and certain other items at fair value and report unrealized gains
and losses in earnings. Such accounting is optional and is generally to be
applied instrument by instrument. The Company does not anticipate that
elections, if any, of this fair-value option will have a material effect on its
financial condition, results of operations, cash flows or
disclosures.




In March
2008, the FASB issued Statement of Financial Accounting Standards ("SFAS")
No. 161, Disclosures
about Derivative Instruments and Hedging Activities (SFAS 161).
SFAS 161 amends and expands the disclosure requirements of SFAS 133, Accounting for Derivative
Instruments and Hedging Activities. It requires qualitative disclosures
about objectives and strategies for using derivatives, quantitative disclosures
about fair value amounts of gains and losses on derivative instruments, and
disclosures about credit-risk-related contingent features in derivative
agreements. This statement is effective for financial statements issued for
fiscal years beginning after November 15, 2008.





In
December 2006, the FASB issued a Staff Position (“FSP”) on EITF 00-19-2,
“Accounting for Registration Payment Arrangements.”  This FSP
specifies that the contingent obligation to make future payments or otherwise
transfer consideration under a registration payment arrangement, whether issued
as a separate agreement or included as a provision of a financial instrument or
other agreement, should be separately recognized and measured in accordance with
SFAS No. 5, “Accounting for Contingencies.” If the transfer of consideration
under a registration payment arrangement is probable and can be reasonably
estimated at inception, the contingent liability under the registration payment
arrangement is included in the allocation of proceeds from the related financing
transaction (or recorded subsequent to the inception of a prior financing
transaction) using the measurement guidance in SFAS No. 5. This FSP is effective
immediately for registration payment arrangements and the financial instruments
subject to those arrangements that are entered into or modified subsequent to
the issuance of the FSP.  For prior arrangements, the FSP is effective
for financial statements issued for fiscal years beginning after
December 15, 2006 and interim periods within those years. The Company has
adopted the FSP and determined that it has no material impact on its financial
condition, results of operations, cash flows or disclosures through September
30, 2007.


6





Critical
Accounting Policies and Estimates





Our
discussion and analysis of our financial condition and results of operations are
based upon our financial statements, which have been prepared in accordance with
accounting principles generally accepted in the United States of America. The
preparation of these financial statements requires us to make estimates and
judgments that affect the reported amount of assets and liabilities and
disclosure of contingent assets and liabilities at the date of the financial
statements and the reported amount of revenues and expenses for each
period.





The
following represents a summary of our critical accounting policies, defined as
those policies that we believe are: (a) the most important to the portrayal of
our financial condition and results of operations, and (b) that require
management’s most difficult, subjective or complex judgments, often as a result
of the need to make estimates about the effects of matters that are inherently
uncertain.





Revenue
Recognition and Incurring Liability





Fee
income is recognized when earned according to the terms of the individual
contract. Non refundable engagement fees are recorded as income when
received.  Commitment fees are recognized as income when the deal
closes or the contract is in default by the client.  Unearned fees,
those fees received as deposits on projects in process or other monies related
to projects not completed, are deferred and carried as a
liability.  Any monies in dispute or pending litigation are also
carried as liabilities.





Off Balance Sheet
Transactions





None.




Item 3.
Quantitative and Qualitative Disclosures About Market Risk





The
Company is subject to certain market risks, including changes in interest rates
and currency exchange rates.  The Company does not undertake any specific
actions to limit those exposures.





Item 4T.
 Controls and Procedures





Pursuant
to Rule 13a-15(b) under the Securities Exchange Act of 1934 (“Exchange Act”),
the Company carried out an evaluation, with the participation of the Company’s
management, including the Company’s Chief Executive Officer (“CEO”) and Chief
Accounting Officer (“CAO”) (the Company’s principal financial and accounting
officer), of the effectiveness of the Company’s disclosure controls and
procedures (as defined under Rule 13a-15(e) under the Exchange Act) as of the
end of the period covered by this report. Based upon that evaluation, the
Company’s CEO and CAO concluded that the Company’s disclosure controls and
procedures are effective to ensure that information required to be disclosed by
the Company in the reports that the Company files or submits under the Exchange
Act, is recorded, processed, summarized and reported, within the time periods
specified in the SEC’s rules and forms, and that such information is accumulated
and communicated to the Company’s management, including the Company’s CEO and
CAO, as appropriate, to allow timely decisions regarding required
disclosure.





Management’s Report on
Internal Controls over Financial Reporting





Internal
control over financial reporting is a process to provide reasonable assurance
regarding the reliability of consolidated financial reporting and the
preparation of financial statements for external purposes in accordance with
U.S. generally accepted accounting principles.  There has been no change in
the Company’s internal control over financial reporting during the quarter ended
September 30, 2008 that has materially affected, or is reasonably likely to
materially affect, the Company’s internal control over financial
reporting.


7


The
Company’s management, including the Company’s CEO and CAO, does not expect that
the Company’s disclosure controls and procedures or the Company’s internal
controls will prevent all errors and all fraud. A control system, no matter how
well conceived and operated, can provide only reasonable, not absolute,
assurance that the objectives of the control system are met. Further, the design
of a control system must reflect the fact that there are resource constraints,
and the benefits of controls must be considered relative to their costs. Because
of the inherent limitations in all control systems, no evaluation of the
controls can provide absolute assurance that all control issues and instances of
fraud, if any, within the Company have been detected.





Management
conducted an evaluation of the effectiveness of our internal control over
financial reporting based on the framework in Internal Control – Integrated
Framework issued by the Committee of Sponsoring Organizations of the
Treadway Commission. Based on this evaluation, management concluded that the
company’s internal control over financial reporting was effective as of
September 30, 2008.





This
quarterly report does not include an attestation report of the Company's
registered public accounting firm regarding internal control over financial
reporting. Management's report was not subject to attestation by the Company's
registered public accounting firm pursuant to temporary rules of the Securities
and Exchange Commission that permit the Company to provide only management's
report in this quarterly report.


8




PART II -
OTHER INFORMATION




Item 1.
Legal Proceedings.




Provision
for Litigation revenues consist of revenue that has already been recognized, but
the Company is involved in a lawsuit over the transactions and/or
fees.  The Company takes the position of removing the disputed fees
from revenue and recording those fees as provision for litigation until such
time as the disputes are settled.  The Company takes the position of
recording the provision at the total amount of the dispute even though the
Company aggressively contests the lawsuits..





As of the
date of these statements the Company was involved in the following
litigation:





Paxton case# 05-5261-ci-08
$250,000





The
Company is a defendant in a breach of contract case filed by Paxton
(“Plaintiff”) regarding an agreement for a Purchase and Lease Buyback Program to
acquire a parcel of land in Lithonia, GA. The Plaintiff, a third party acting as
the sponsor to the Buyer, deposited $250,000 into the Company’s account for the
1st
Lease Payment under the agreement. Subsequently the Company cancelled the
agreement and terminated the transaction after discovering that the Buyer had
submitted a fraudulent appraisal and had made material
misrepresentations.  The Plaintiff, who has a judgment against the
Buyer they sponsored, is seeking a refund of the lease payment from the Company.
The case is in the discovery stage and its final outcome can not be ascertained
as of this time.





Develcorp,
LLC case #07-32787 CA-13 $325,000





The
Company is the plaintiff in this breach of contract case.  This case
the Company could not close on a committed loan due to owners of record could
not be located.





Company
initiated the suit in order to show that the Company is entitled to retain the
lock-up fees it received from the defendant.





Ramos
Case,-case #07-38288 CA- 09 $50,000





This is a
breach of contract action where Ramos has sued the Company for return of the
monies paid to the Company.  The client sent a letter to the
introducing broker that was forwarded to Omega, stating they are canceling the
purchase contract because of Environmental Phase I contamination and wanted all
fees paid to Omega refunded.





The
Company’s counsel has asserted that the likelihood of the Company prevailing in
these actions is more likely to occur.  The Company’s policy is to
record these lawsuit amounts as litigation, thus reversing current year revenue.
Management feels that this is the most conservative
approach.  Allowance in litigation has been accrued for the Develcorp
and Ramos lawsuits.  The Paxton case is deemed frivolous by the
attorneys, thus no deferred revenue has been set aside for that
one.





Item 1A.
Risk Factors





You
should carefully consider the risks described below together with all of the
other information included in this report before making an investment decision
with regard to our securities. The statements contained in or incorporated into
this offering that are not historic facts are forward-looking statements that
are subject to risks and uncertainties that could cause actual results to differ
materially from those set forth in or implied by forward-looking statements. If
any of the following risks actually occurs, our business, financial condition or
results of operations could be harmed. In that case, the trading price of our
common stock could decline, and you may lose all or part of your
investment.


9





Our
limited operating history may not serve as an adequate basis to judge our future
prospects and results of operations.





We have a
limited operating history, and have been in operation only since February of
2007. This limited operating history, and the unpredictability of the real
estate market, makes it difficult for investors to evaluate our business and
future operating results. An investor in our securities must consider the risks,
uncertainties and difficulties frequently encountered by companies in the real
estate market. The risks and difficulties we face include challenges in accurate
financial planning as a result of limited historical data and the uncertainties
resulting from having had a limited time period in which to implement and
evaluate our business strategies as compared to older companies with longer
operating histories.





Our
business depends substantially on the continuing efforts of our executive
officer





Management’s
ability to successfully manage the company’s affairs currently depends on
efforts of Jon S. Cummings IV. Management will be relying extensively on his
experience, relationships and expertise. If he should die, become disabled or
otherwise cease to participate in the Company’s business, then the Company’s
ability to select attractive investments and manage its portfolio could be
severely impaired. Although these individuals will devote such portion of his
time and attention as he believes is necessary to conduct the business and
affairs of the Company, he may not devote all of his time and may be involved in
other business activities. There can be no assurance that either of these
individuals will remain with the Company or other wise carry on his current
duties with the Company.





Most
of the Company’s investments are highly illiquid therefore the Company may not
be able to realize such investments in a timely manner





Most of
the Company’s investments are highly illiquid with no established market, and
there can be no assurance that the Company will be able to realize on such
investments in a timely manner. Distributions in kind of illiquid securities to
officers and directors may be made. Although loans and other investments by the
Company may generate current income, the return of capital and the realization
of gains, if any, from an investment generally will occur only upon the partial
or complete realization or disposition of such loan or investment.





Loans
made by the Company may become uncollectible, large amounts of uncollectible
debt may materially affect the performance of the Company





The loans
made by the Company are relatively illiquid. Substantial risks are involved in
making loans. Most, and possibly all, of the loans will not be guaranteed.
Management will attempt to use information to help eliminate uncollectible debt
resulting from bankruptcy and death, but no assurance can be made that it will
be able to do so. If the Company’s debt portfolio contains a large portion of
uncollectible debt it may materially affect the performance of the Company. In
addition, if any Borrower defaults on a loan, the Company may be required to
expend monies in connection with foreclosure proceedings and other remedial
actions which could adversely affect the performance of the
Company.





Certain
loans made by the Company may be affected by economic, political, interest rate
and other risks, any of which could result in an adverse change in the value of
the asset that is used as collateral for the loan.





The
Company intends to obtain credit lines as part of its investment strategy which
may substantially increase the risk of loss.





Management
has anticipated that certain loans will be originated or purchased using
leverage available to the Company, thus increasing both net returns as well as
risk. The Company is depending on procuring credit facilities to originate loans
as part of its investment strategy. There is no guarantee that the Company will
be able to procure credit facilities on favorable terms or at expected rates.
Although the use of leverage may enhance returns and increase the number of
investments that can be made, it may also substantially increase the risk of
loss.


10





Our
investment strategy is dependant upon Servicers to originate and administer
loans, failure of the Servicers to originate loans in sufficient quantity and
quality may cause the Company to fail to effectively implement its investment
strategy





The
Company is or may be largely dependant upon the Servicers to originate and
administer loans in the Company’s portfolio. Should the Servicers fail to
originate the loans in sufficient quantity and quality, the Company will be
unable to effectively implement its investment strategy. Should and Servicer
fail to properly administer and service loans, including monitoring Borrower’s
compliance with the terms of the relevant loan documents, collecting and
forwarding loan payments to the Company, and adequately pursuing and protecting
the Company’s rights under the loan documents, any such failure could have a
material adverse effect on the Company and its investment operations. In
addition, should any Servicer default on its guaranty, if any, of a Borrower’s
obligation to repay a loan, such default could have a material adverse effect on
the Company and its investment operations.





In
addition to the Servicers, the Company may retain Mortgage Brokers to introduce
loans to the Company that satisfy the Company’s investment criteria, and pay
commissions to such Mortgage Brokers based on the value of such loans. Some of
these Mortgage Brokers may be deemed to be affiliates of management. Management
believes that all commissions payable to such persons or other affiliates of
management will be reasonable and consistent with industry
standards.





The
Company may appraise loans at a value that is materially different from the
value ultimately realized





The
Company makes and values loans, in part, on the basis of information and data
gathered from independent appraisal professionals. Although management evaluates
all such information and data and may seek independent corroboration when
appropriate and reasonably available, management is not in a position to confirm
the completeness, genuineness or accuracy of such information and data, and in
some cases, complete and accurate information may not be available. It is
possible that the appraised value of a loan may differ materially from the
actual value ultimately realized by the Company with respect to such
loan.





The
Company’s loan strategy will likely be concentrated which could lead to
increased risk





Due to
the nature of the Company’s collateralized loan strategy, the Company’s
portfolio will likely be concentrated in a limited number of loan investments.
Thus, the Company’s investors will have limited diversification. In addition, if
the Company makes an investment in a single transaction with the intent of
refinancing or selling a portion of the investment, there is a risk that the
Company will be unable to successfully complete such a financing or sale. This
could lead to increased risk as a result of the Company having an unintended
long term investment and reduced diversification.





The
Company may make investment in foreign countries which may lead to additional
risks not inherent to domestic lending





The
Company may make investments in foreign countries, some of which may prove to be
unstable. As with any investment in a foreign country, there exists the risk of
adverse political developments, including nationalization, acts of war or
terrorism, and confiscation without fair compensation. Furthermore, any
fluctuation in currency exchange rates will affect the value of investments in
foreign securities or other assets and any restrictions imposed to prevent
capital flight may make it difficult or impossible to exchange or repatriate
foreign currency. In addition, laws and regulations of foreign countries may
impose restrictions or approvals that would not exist in the United States and
may require financing and structuring alternatives that differ significantly
from those customarily used in the United States. Foreign countries also may
impose taxes on the Company. Management will analyze risks in the applicable
foreign countries before making such investments, but no assurance can be given
that a political or economic climate, or particular legal or regulatory risks,
might not adversely affect an investment by the Company.


11





The
Company may make collateralized real estate loans which may subject the Company
to certain risks associated with the real estate industry





The
Company may make loans collateralized by real estate. Therefore, an investment
in the Company may be subject to certain risks associated with the real estate
industry in general. These risks include, among others: possible declines in the
value of real estate; risks related to general and local economic conditions;
possible lack of availability of mortgage funds; overbuilding; extended
vacancies of properties; increases in competition, property taxes and operating
expenses; changes in zoning laws; costs resulting from the clean-up of, and
liability to third parties for damages resulting from, environmental problems;
casualty or condemnation losses; uninsured damages from floods, earthquakes or
other natural disasters; limitations on and variations in rents; and changes in
interest rates. To the extent that the Company’s investments, or the assets of
underlying or collateralizing the Company’s investments, are concentrated
geographically, by property type or in certain other respects, the Company may
be subject to certain of the foregoing risks to a greater extent.





If
third parties default or enter bankruptcy the Company could suffer
losses





The
Company may engage in transactions in securities and financial instruments that
involve counterparties. Under certain conditions, the Company could suffer
losses if counterparty to a transaction were to default or if the market for
certain securities and/or financial instruments were to become illiquid. In
addition, the Company could suffer losses if there were a default or bankruptcy
by certain other third parties, including brokerage firms and banks with which
the Company does business, or to which securities have been entrusted for
custodial purposes.





Owning
our Company’s securities could expose you to certain risks related to security
ownership





Changing
laws, regulations and standards relating to corporate governance and public
disclosure, including the Sarbanes-Oxley Act of 2002 and related rules and
regulations, are creating uncertainty for public companies. We are presently
evaluating and monitoring developments with respect to new and proposed rules
and cannot predict or estimate the amount of the additional compliance costs we
may incur or the timing of such costs. These new or changed laws, regulations
and standards are subject to varying interpretations, in many cases due to their
lack of specificity, and as a result, their application in practice may evolve
over time as new guidance is provided by courts and regulatory and governing
bodies. This could result in continuing uncertainty regarding compliance matters
and higher costs necessitated by ongoing revisions to disclosure and governance
practices.





Maintaining
appropriate standards of corporate governance and public disclosure may result
in increased general and administrative expenses and a diversion of management
time and attention from revenue-generating activities to compliance activities.
In addition, if we fail to comply with new or changed laws, regulations and
standards, regulatory authorities may initiate legal proceedings against us and
our business and our reputation may be harmed.





Stock
price volatility may result in losses to our shareholders





The stock
markets have experienced significant price and trading volume fluctuations, and
the market prices of companies quoted on the Over-The-Counter Bulletin Board,
the stock market in which shares of our common stock will be quoted, generally
have been very volatile and could fluctuate widely in response to many of the
following factors:






            Variations
      in our operating results;





              Changes
      in expectations of our future financial performance, including financial
      estimates by securities analysts and
investors;








              Changes
      in operating and stock price performance of other companies in our
      industry;
  
              Additions
      or departures of key personnel; and
  
                Future
      sales of our common
stock.







12




Domestic
and international stock markets often experience significant price and volume
fluctuations. These fluctuations, as well as general economic and political
conditions unrelated to our performance, may adversely affect the price of our
common stock. In the past, following periods of volatility in the market price
of a public company’s securities, securities class action litigation has often
been initiated.





By
becoming a public company we will incur increased costs and compliance
risks





As a
public company, we will incur significant legal, accounting and other expenses
that OFCI did not incur as a private company prior to the Share Purchase
Agreement and Share Exchange.





We will
incur costs associated with our public company reporting requirements. We also
anticipate that we will incur costs associated with recently adopted corporate
governance requirements, including certain requirements under the Sarbanes Oxley
Act of 2002, as well as new rules implemented by the SEC and the National
Association of Securities Dealers (“NASD”). We expect these rules and
regulations, in particular Section 404 of the Sarbanes-Oxley Act of 2002, to
significantly increase our legal and financial compliance costs and to make some
activities more time-consuming and costly. Like many smaller public companies,
we face a significant impact from required compliance with Section 404 of the
Sarbanes-Oxley Act of 2002.





Section
404 requires management of public companies to evaluate the effectiveness of
such internal controls and the evaluation to be performed by management. The SEC
has adopted rules implementing Section 404 for public companies as well as
disclosure requirements. The Public Company Accounting Oversight Board, or PCAOB
has adopted documentation and attestation standards that the independent
auditors must follow in conducting its attestation under Section 404. There can
be no assurance that we will be able to effectively meet all of the requirements
of Section 404 as currently known to us in the currently mandated timeframe. Any
failure to implement effectively new or improved internal controls, or to
resolve difficulties encountered in their implementation, could harm our
operating results, cause us to fail to meet reporting obligations or resulting
management being required to give a qualified assessment of our internal
controls over financial reporting or our independent auditors providing an
adverse opinion regarding management’s assessment. Any such result could cause
investors to lose confidence in our reported financial information which could
have a material adverse effect on our stock price.





We also
expect these new rules and regulations may make it more difficult and more
expensive for us to obtain director and officer liability insurance and we may
be required to accept reduced policy limits and coverage or incur substantially
higher costs to obtain the same or similar coverage. As a result, it may be more
difficult for us to attract and retain qualified individuals to serve on the
Board of Directors or as executive officers. We are currently evaluating and
monitoring developments with respect to these new rules, and we cannot predict
or estimate the amount of additional costs we may incur or the timing of such
costs.





Failure
to maintain adequate internal controls could impair our ability to provide
accurate financial statements and comply with the requirements of the
Sarbanes-Oxley act of 2002, which could cause our stock price to decrease
substantially





Since,
prior to the Share Exchange Transaction, Omega Commercial Finance operated as a
private company without public reporting obligations, and it had committed
limited personnel and resources to the development of the external reporting and
compliance obligations that would be required of a public company. Recently, we
have taken measures to address and improve our financial reporting and
compliance capabilities and we are in the process of instituting changes to
satisfy our obligations in connection with joining a public company, when and as
such requirements become applicable to us. Prior to taking these measures, we
did not believe we had the resources and capabilities to do so. We plan to
obtain additional financial and accounting resources to support and enhance our
ability to meet the requirements of being a public company. We will need to
continue to improve our financial and managerial controls, reporting systems and
procedures, and documentation thereof. If our financial and managerial controls,
reporting systems or procedures fail, we may not be able to provide accurate
financial statements on a timely basis or comply with the Sarbanes-Oxley Act of
2002 as it applies to us. Any failure of our internal controls or our ability to
provide accurate financial statements could cause the trading price of our
common stock to decrease substantially.


13




Our
common shares are thinly traded and, you may be unable to sell at or near ask
prices or at all if you need to sell your shares to raise money or otherwise
desire to liquidate such shares





As of
September 18, 2007, the Company’s trading symbol was changed to
“OCFN.”





We cannot
predict the extent to which an active public market for its common stock will
develop or be sustained. Our common shares have historically been sporadically
or “thinly-traded” on the “Grey Market,” meaning that the number of persons
interested in purchasing our common shares at or near bid prices at any given
time may be relatively small or non-existent.





This
situation is attributable to a number of factors, including the fact that we are
a small company which is relatively unknown to stock analysts, stock brokers,
institutional investors and others in the investment community that generate or
influence sales volume, and that even if we came to the attention of such
persons, they tend to be risk-averse and would be reluctant to follow an
unproven company such as ours or purchase or recommend the purchase of our
shares until such time as we became more seasoned and viable. As a consequence,
there may be periods of several days or more when trading activity in our shares
is minimal or non-existent, as compared to a seasoned issuer which has a large
and steady volume of trading activity that will generally support continuous
sales without an adverse effect on share price. We cannot give you any assurance
that a broader or more active public trading market for our common stock will
develop or be sustained, or that current trading levels will be
sustained.





The
market price for our common stock is particularly volatile given our status as a
relatively small company with a small and thinly traded “float” and lack of
current revenues that could lead to wide fluctuations in our share price. You
may be unable to sell your common stock at or above your purchase price if at
all, which may result in substantial losses to you.





The
market for our common shares is characterized by significant price volatility
when compared to seasoned issuers, and we expect that our share price will
continue to be more volatile than a seasoned issuer for the indefinite future.
The volatility in our share price is attributable to a number of factors. First,
as noted above, our common shares are sporadically and/or thinly traded. As a
consequence of this lack of liquidity, the trading of relatively small
quantities of shares by its shareholders may disproportionately influence the
price of those shares in either direction. The price for its shares could, for
example, decline precipitously in the event that a large number of our common
shares are sold on the market without commensurate demand, as compared to a
seasoned issuer which could better absorb those sales without adverse impact on
its share price. Secondly, an investment in our company is a speculative or
“risky” investment due to our lack of revenues or profits to date and
uncertainty of future market acceptance for current and potential products. As a
consequence of this enhanced risk, more risk-adverse investors may, under the
fear of losing all or most of their investment in the event of negative news or
lack of progress, be more inclined to sell their shares on the market more
quickly and at greater discounts than would be the case with the stock of a
seasoned issuer.




Shareholders
should be aware that, according to SEC Release No. 34-29093, the market for
penny stocks has suffered in recent years from patterns of fraud and abuse. Such
patterns include (1) control of the market for the security by one or a few
broker-dealers that are often related to the promoter or issuer; (2)
manipulation of prices through prearranged matching of purchases and sales and
false and misleading press releases; (3) boiler room practices involving
high-pressure sales tactics and unrealistic price projections by inexperienced
sales persons; (4) excessive and undisclosed bid-ask differential and markups by
selling broker-dealers; and (5) the wholesale dumping of the same securities by
promoters and broker-dealers after prices have been manipulated to a desired
level, along with the resulting inevitable collapse of those prices and with
consequent investor losses. Our management is aware of the abuses that have
occurred historically in the penny stock market. Although we do not expect to be
in a position to dictate the behavior of the market or of broker-dealers who
participate in the market, management will strive within the confines of
practical limitations to prevent the described patterns from being established
with respect to our securities. The occurrence of these patterns or practices
could increase the volatility of our share price.


14





We
do not anticipate paying any cash dividends





We
presently do not anticipate that we will pay any dividends on any of our capital
stock in the foreseeable future. The payment of dividends, if any, would be
contingent upon our revenues and earnings, if any, capital requirements, and
general financial condition. The payment of any dividends will be within the
discretion of our Board of Directors. We presently intend to retain all
earnings, if any, to implement our business plan; accordingly, we do not
anticipate the declaration of any dividends in the foreseeable
future.





The
application of the "penny stock" rules could adversely affect the market price
of our common stock and increase your transaction costs to sell those
shares





As long
as the trading price of our common shares is below $5 per share, the open-market
trading of our common shares will be subject to the "penny stock" rules. The
"penny stock" rules impose additional sales practice requirements on
broker-dealers who sell securities to persons other than established customers
and accredited investors (generally those with assets in excess of $1,000,000 or
annual income exceeding $200,000 or $300,000 together with their spouse). For
transactions covered by these rules, the broker-dealer must make a special
suitability determination for the purchase of securities and have received the
purchaser's written consent to the transaction before the purchase.
Additionally, for any transaction involving a penny stock, unless exempt, the
broker-dealer must deliver, before the transaction, a disclosure schedule
prescribed by the Securities and Exchange Commission relating to the penny stock
market. The broker-dealer also must disclose the commissions payable to both the
broker-dealer and the registered representative and current quotations for the
securities. Finally, monthly statements must be sent disclosing recent price
information on the limited market in penny stocks. These additional burdens
imposed on broker-dealers may restrict the ability or decrease the willingness
of broker-dealers to sell our common shares, and may result in decreased
liquidity for our common shares and increased transaction costs for sales and
purchases of our common shares as compared to other securities.




Volatility
in our common share price may subject us to securities litigation





The
market for our common stock is characterized by significant price volatility
when compared to seasoned issuers, and we expect that our share price will
continue to be more volatile than a seasoned issuer for the indefinite future.
In the past, plaintiffs have often initiated securities class action litigation
against a company following periods of volatility in the market price of its
securities. We may, in the future, be the target of similar litigation.
Securities litigation could result in substantial costs and liabilities and
could divert management's attention and resources.





Past
activities of the company and our affiliates may lead to future
liability





Prior to
our entry into the Share Purchase Agreement and Share Exchange on September 14,
2007, we engaged in businesses unrelated to its current operations. Although the
Company is providing certain indemnifications against any loss, liability,
claim, damage or expense arising out of or based on any breach of or inaccuracy
in any of their representations and warranties made regarding such acquisition,
any liabilities relating to such prior business against which we are not
completely indemnified may have a material adverse effect on us.





We
may need additional capital, and the sale of additional shares or other equity
securities could result in additional dilution to our shareholders




We
believe that our current cash and cash equivalents, anticipated cash flow from
operations will be sufficient to meet our anticipated cash needs for the near
future. We may, however, require additional cash resources due to changed
business conditions or other future developments, including any investments or
acquisitions we may decide to pursue. If our resources are insufficient to
satisfy our cash requirements, we may seek to sell additional equity or debt
securities or obtain a credit facility. The sale of additional equity securities
could result in additional dilution to our shareholders. The incurrence of
indebtedness would result in increased debt service obligations and could result
in operating and financing covenants that would restrict our operations. We
cannot assure you that financing will be available in amounts or on terms
acceptable to us, if at all.


15





None




Item 2.
Unregistered Sales of Equity Securities and Use of Proceeds




In
February and March 2008, the Company received $200,000 in proceeds from the sale
of 1,000,000 shares of stock as part of a Regulation S
offering.  These shares are unregistered, but being sold under the
exemption Regulation S, sales to non-US citizens.  The Company plans
on receiving $800,000 of proceeds from this sale of unregistered
securities.





None.




Item 3.
Defaults Upon Senior Securities.




None




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




None.




Item 5.
Other Information.




On March
26, 2008 the Company issued 175,000 shares of stock to compensate its board of
directors, with an expense of $52,500 to the Company.





During
January and February 2008, the Company purchased 15,500 shares of its stock on
the open market.  It is the intent of the Company to formally cancel
these shares during the third quarter 2008 at a  meeting of the Board
of Directors.




Item 6.
Exhibits and Reports of Form 8-K.




(a)           Exhibits




31.1
Certifications pursuant to Section 302 of Sarbanes Oxley Act of
2002




32.1
Certifications pursuant to Section 906 of Sarbanes Oxley Act of
2002




(b)           Reports
of Form 8-K




None.




SIGNATURES




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




Date:
      December 16, 2008
              By:
              /s/ Jon S. Cummings IVJon
      S. Cummings IVChief
      Executive Officer,




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