UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

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AMENDMENT NO. 1 TO FORM 10-QSB

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|                                                               |                                                                             
|-------------------------------------------------------------- | ----------------------------------------------------------------------------
|                                                               |                                                                             
|X                                                              | QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE 
|                                                               | ACT OF 1934                                                                 
|For the quarterly period ended: September 30, 2007            
|Or                                                            
|                                                               |                                                                             
|                                                               | 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 small business issuer as specified in its charter)





|                             |  |              |  |                    
|---------------------------- |  | ------------ |  | -------------------
|                             |  |              |  |                    
|Wyoming                      |  | 0-8447       |  | 83-0219465         
|(State or Other Jurisdiction |  | (Commission  |  | (I.R.S. Employer   
|of Incorporation)            |  | File Number) |  | Identification No.)

200 South Biscayne Blvd, Suite 4450

Miami, Florida 33131

(Address of Principal Executive Office) (Zip Code)

(305)677-0306

(Issuers telephone number, including area code)

N/A

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



|                                                                                                                                                                                                                                     |   |     |   |   
|------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------ | - | --- | - | --
|                                                                                                                                                                                                                                     |   |     |   |   
|Check whether the issuer (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to
|file such reports), and (2) has been subject to such filing requirements for the past 90 days.                                                                                                                                       | X | Yes |   | No
|                                                                                                                                                                                                                                    
|Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2                                                                                                                                           |   |     |   |   
|of the Exchange Act)                                                                                                                                                                                                                 |   | Yes | X | No
|                                                                                                                                                                                                                                     |  
|State the number of shares outstanding of each of the issuers classes of common equity, as of September 30th : 14,550,335 shares of common stock.                                                                                  
|                                                                                                                                                                                                                                    
|Check whether the registrant has filed all documents and reports required to be filed by Section 12, 13 or 15(d)                                                                                                                    
|Of the Exchange Act subsequent to the distribution of securities under a plan confirmed by a court                                                                                                                                   |   | Yes |   | No
|X                                                                                                                                                                                                                                    |  
|                                                                                                                                                                                                                                    
|Transitional Small Business Disclosure Format (check one):                                                                                                                                                                           |   | Yes | X | No



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|                                     |                       |                                              |                                            |   |             |         |             |          |      |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  | 
|------------------------------------ | --------------------- | -------------------------------------------- | ------------------------------------------ | - | ----------- | ------- | ----------- | -------- | ---- |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  | 
|                                     |                       |                                              | Omega Commercial Finance Corporation       |  
|                                     |                       |                                              | Consolidated Balance Sheet                 |  
|                                     |                       |                                              | September 30, 2007 and 2006                |  
|                                     |                       |                                              |                                            |   |             |         |             |          |     
|                                     |                       |                                              |                                            |   |             |         |             | 2007     | 2006
|ASSETS                               |                       |                                              |                                            |   |             |         |             |         
|                                     | Current Assets        |                                              |                                            |   |             |        
|                                     |                       | Cash in Bank                                 |                                            | $ | 137,065     | $       | 118,158    
|                                     |                       | Other Receivables                            |                                            |   | 39,149      |         |            
|                                     |                       |                                              | Total Current Assets                       |   |             | 176,214 |             | 118,158 
|                                     | Fixed Assets          |                                              |                                            |   |             |        
|                                     |                       | Furniture and Fixtures                       |                                            |   | 76,497      |         | 55,238     
|                                     |                       | Equipment                                    |                                            |   | 7,704       |         | 7,704      
|                                     |                       | Computer Hardware                            |                                            |   | 20,762      |         | 14,675     
|                                     |                       | Computer Software                            |                                            |   | -           |         |            
|                                     |                       | Other depreciable assets                     |                                            |   | 2,648       |         | 2,648      
|                                     |                       |                                              | Total Fixed Assets                         |   |             | 107,611 |             | 80,265  
|                                     |                       | (Less) Accumulated Depreciation              |                                            |   | (26,719)    |         | (12,036)   
|                                     |                       |                                              | Total Fixed Assets                         |   |             | 80,893  |             | 68,229  
|                                     | Other Assets          |                                              |                                            |   |             |        
|                                     |                       | Deposits                                     |                                            |   | 54,086      |         | 19,086     
|                                     |                       | Investments - broker/dealer                  |                                            |   | 121,400     |         |            
|                                     |                       | Intangible Assets (Net of Amortization)      |                                            |   | 3,583       |         | 4,917      
|                                     |                       |                                              | Total Other Assets                         |   |             | 179,069 |             | 24,003  
|                                     |                       |                                              | Total Assets                               |   | $           | 436,176 | $           | 210,390 
|LIABILITIES AND STOCKHOLDERS' EQUITY |                       |                                              |                                           
|                                     |                       | Unearned Revenue                             |                                            | $ | 273,666     | $       | 277,000    
|                                     |                       | Prior Period Income Tax Payable              |                                            |   | 39,149      |         |            
|                                     |                       | Other Accrued Expenses                       |                                            |   | 8,798       |         |            
|                                     |                       |                                              | Total Current Liabilities                  |   |             | 321,613 |             | 277,000 
|                                     | Long Term Liabilities |                                              |                                            |   |             |        
|                                     |                       | Loans Payable                                |                                            |   | -           |         | 25,000     
|                                     |                       |                                              | Total Long Term Liabilities                |   |             | -       |             | 25,000  
|                                     |                       |                                              | Total Liabilities                          |   |             | 321,613 |             | 302,000 
|                                     | Shareholders' Equity  |                                              |                                            |   |             |        
|                                     |                       | Capital stock, 100,000,000 shares authorized |                                            |   |             |         |            
|                                     |                       |                                              | 14,550,335 shares outstanding              |   |             | 255,000 |             | 255,000 
|                                     |                       | Paid-In Capital                              |                                            |   | 1,899,093   |         | 1,899,093  
|                                     |                       | Retained Earnings                            |                                            |   | (2,039,530) |         | (2,245,703)
|                                     |                       |                                              | Total Shareholder's equity                 |   |             | 114,563 |             | (91,610)
|                                     |                       |                                              | Total Liabilities and Shareholders' Equity | $ | 436,176     | $       | 210,390    
|                                     |                       |                                              |                                            |  



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|                                       |                    |   |                                                                               |           |           |         |           |         |         |           |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  | 
|-------------------------------------- | ------------------ | - | ----------------------------------------------------------------------------- | --------- | --------- | ------- | --------- | ------- | ------- | --------- |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  | 
|                                       |                    |   | The accompanying footnotes are an integral part of these financial statements |          
|                                       |                    |   | Omega Commercial Finance Corporation                                          |          
|                                       |                    |   | Consolidated Statement of Operations                                          |          
|                                       |                    |   | For the Nine Months Ended September 30, 2007 and 2006                         |          
|                                       |                    |   |                                                                               |           |           |         |           |         |         |           | 
|                                       |                    |   |                                                                               |           |           |         |           |         |         |           | 
|                                       |                    |   |                                                                               |           |           | 2007    |           |         | 2006   
|                                       |                    |   |                                                                               |           |           |         |           |         |         |           | 
|Net Revenue                            |                    |   | $                                                                             | 1,615,316 |           |         | $         | 458,500
|                                       |                    |   |                                                                               |           |           |         |           |         |         |           | 
|Cost of Revenue                        |                    |   |                                                                               | 244,044   |           |         |           | 257,088
|                                       |                    |   |                                                                               |           |           |         |           |         |         |           | 
|Gross Profit                           |                    |   |                                                                               | 1,371,272 |           |         |           | 201,412
|                                       |                    |   |                                                                               |           |           |         |           |         |         |           | 
|General and Administrative Expenses    |                    |   |                                                                               |           |           |         |          
|                                       | Payroll Expenses   |   |                                                                               | 533,273   |           |         |           | 128,043 |         |          
|                                       | Rent               |   |                                                                               | 106,084   |           |         |           | 110,550 |         |          
|                                       | Legal Fees         |   |                                                                               | 132,749   |           |         |           | 111,185 |         |          
|                                       | Depreciation       |   |                                                                               | 10,916    |           |         |           | 7,483   |         |          
|                                       | Amortization       |   |                                                                               | 750       |           |         |           | 83      |         |          
|                                       | Other G&A Expenses |   | 230,971                                                                       |           | 1,014,743 |         | 77,732    |         | 435,076
|                                       |                    |   |                                                                               |           |           |         |           |         |         |           | 
|Net Income                             |                    |   |                                                                               |           | $         | 356,529 |           |         | $       | (233,664)
|                                       |                    |   |                                                                               |           |           |         |           |         |         |           | 
|Interest Income                        |                    |   | 278                                                                           |           |           |         | 0        
|                                       |                    |   |                                                                               |           |           |         |           |         |         |           | 
|Net Income                             |                    | $ | 356,807                                                                       |           |           | $       | (233,664)
|                                       |                    |   |                                                                               |           |           |         |           |         |         |           | 
|Provision for Income Tax               |                    |   | 0                                                                             |           |           |         | 0        
|                                       |                    |   |                                                                               |           |           |         |           |         |         |           | 
|Net Income                             |                    |   | 356,807                                                                       |           |           |         | (233,664)
|                                       |                    |   |                                                                               |           |           |         |           |         |         |           | 
|Net Income/(Loss) per share            |                    | $ | 0.11                                                                          |           |           | $       | (0.09)   
|                                       |                    |   |                                                                               |           |           |         |           |         |         |           | 
|Weighted average of outstanding shares |                    |   | 3,253,632                                                                     |           |           |         | 2,550,335
|                                       |                    |   |                                                                               |          
|                                       |                    |   |                                                                               |          
|                                       |                    |   |                                                                               |          
|                                       |                    |   |                                                                               |          
|                                       |                    |   |                                                                               |          
|                                       |                    |   |                                                                               |          
|                                       |                    |   | The accompanying footnotes are an integral part of these financial statements |          



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|                                                        |                                        |                                               |                                                                               |          |          |           |         |      |  |  |  |  |  | 
|------------------------------------------------------- | -------------------------------------- | --------------------------------------------- | ----------------------------------------------------------------------------- | -------- | -------- | --------- | ------- | ---- |  |  |  |  |  | 
|                                                        |                                        |                                               | Omega Commercial Finance Corporation                                          |         
|                                                        |                                        |                                               | Consolidated Statement of Cash Flows                                          |         
|                                                        |                                        |                                               | For the Nine Months Ended September 30, 2007 and 2006                         |         
|                                                        |                                        |                                               |                                                                               |          |          |           |         |     
|                                                        |                                        |                                               |                                                                               |          |          |           | 2007    | 2006
|Cash flows from operations                              |                                        |                                               |                                                                               |         
|                                                        | Net Income (Loss)                      |                                               | $                                                                             | 356,807  | $        | (233,664)
|                                                        | Adjustments to reconcile net income to |                                               |                                                                               |          |          |          
|                                                        |                                        | net operating activities                      |                                                                               |          |          |           |        
|                                                        |                                        | Depreciation                                  |                                                                               |          | 10,916   |           | 7,483  
|                                                        |                                        | Amortization                                  |                                                                               |          | 750      |           | 83     
|                                                        |                                        | Loss on abandonment of assets                 |                                                                               |          | 0        |           | 0      
|                                                        |                                        | Stock options for services                    |                                                                               |          | 0        |           | 0      
|                                                        |                                        | (Increase) Decrease in other receivables      |                                                                               |          | (39,149) |           | 0      
|                                                        |                                        | (Increase) Decrease in other receivables      |                                                                               |          | (10,000) |           | 9,880  
|                                                        |                                        | (Increase) Decrease in intercompany loans     |                                                                               |          |          |          
|                                                        |                                        | Increase (Decrease) Unearned Revenue          |                                                                               |          | (3,334)  |           | 277,000
|                                                        |                                        | Increase (Decrease) in other accrued expenses |                                                                               | (22,671) |          | 0        
|                                                        |                                        | Increase (Decrease) in payroll taxes          |                                                                               |          | 39,149   |           | 0      
|                                                        |                                        | Increase (Decrease) in income tax             |                                                                               | 0        |          | 0        
|                                                        |                                        | (Increase) Decrease in deposits               |                                                                               | (35,000) |          | 0        
|Net cash provided by operations                         |                                        |                                               |                                                                               | 297,468  |          | 60,782   
|Investing Activities                                    |                                        |                                               |                                                                               |          |          |          
|                                                        | Purchase of fixed assets               |                                               |                                                                               |          | 29,720   |           | 19,462 
|                                                        | Purchase of other assets               |                                               |                                                                               |          | 126,400  |           | 5,000  
|Net cash used in investing activities                   |                                        |                                               |                                                                               | 156,120  |          | 24,462   
|Financing Activities                                    |                                        |                                               |                                                                               |          |          |          
|                                                        | Sale of Stock                          |                                               |                                                                               |          | 0        |           | 0      
|                                                        | Costs of PPM                           |                                               |                                                                               |          | 0        |           | 0      
|                                                        | Borrowings for purchase of assets      |                                               |                                                                               |          | 0        |           | 0      
|                                                        | Paid-In Capital                        |                                               |                                                                               |          | 0        |           | 0      
|                                                        | Loans Payable                          |                                               |                                                                               |          | (12,500) |           | 25,000 
|Net cash generated by financing activities              |                                        |                                               |                                                                               | (12,500) |          | 25,000   
|Increase (decrease) in cash and equivalents             |                                        |                                               |                                                                               | 128,848  |          | 61,320   
|Cash at the beginning of period                         |                                        |                                               |                                                                               | 8,217    |          | 56,837   
|Cash at the end of period                               |                                        |                                               | $                                                                             | 137,065  | $        | 118,157  
|Supplemental disclosures to the Statement of Cash Flows |                                        |                                               |                                                                               |         
|                                                        | State Franchise tax paid               |                                               |                                                                               | $        | 0        | $         | 0      
|                                                        | Interest paid                          |                                               |                                                                               | $        | 0        |           | 0      
|                                                        |                                        |                                               |                                                                               |          |          |           |         |      |  | 
|                                                        |                                        |                                               | The accompanying footnotes are an integral part of these financial statements |         







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|                                                      |                                                                               |  |         |  |           |  |             |  |           | 
|----------------------------------------------------- | ----------------------------------------------------------------------------- |  | ------- |  | --------- |  | ----------- |  | --------- | 
|Omega Commercial Finance Corporation                 
|Consolidated Statement of Shareholders' Equity       
|For the Nine Months Ended September 30, 2007 and 2006
|                                                     
|                                                      |                                                                               |  |         |  |           |  |             |  |          
|                                                      |                                                                               |  |         |  | PAID-IN   |  | RETAINED    |  |          
|Date                                                  | SHARES                                                                        |  | AMOUNT  |  | CAPITAL   |  | DEFICIT     |  | TOTAL    
|                                                      |                                                                               |  |         |  |           |  |             |  |          
|                                                      | Dec-06                                                                       
|December 31, 2005                                     | 25,500,000                                                                    |  | 255,000 |  | 1,899,078 |  | (2,154,078) |  | -        
|Omega Capital Earnings                                |                                                                               |  |         |  | 15        |  | 142,039     |  | 142,054  
|Net (Loss)                                            |                                                                               |  |         |  |           |  | (233,664)   |  | (233,664)
|September 30, 2006                                    | 25,500,000                                                                    |  | 255,000 |  | 1,899,093 |  | (2,245,703) |  | (91,610) 
|                                                      |                                                                               |  |         |  |           |  |             |  |          
|                                                      |                                                                               |  |         |  |           |  |             |  |          
|                                                      |                                                                               |  |         |  |           |  |             |  |          
|January 1, 2007                                       | 25,500,000                                                                    |  | 255,000 |  | 1,899,093 |  | (2,396,337) |  | (242,244)
|Reverse Split 10 for 1                                | (22,949,665)                                                                  |  |         |  |           |  |             |  | -        
|New Stock 9/12/07                                     | 12,000,000                                                                    |  |         |  |           |  |             |  |          
|Net Income(Loss)                                      |                                                                               |  |         |  |           |  | 356,807     |  | 356,807  
|                                                      | 14,550,335                                                                    |  | 255,000 |  | 1,899,093 |  | (2,039,530) |  | 114,563  
|                                                      |                                                                               |  |         |  |           |  |             |  |          
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|                                                      |                                                                               |  |         |  |           |  |             |  |          
|                                                      |                                                                               |  |         |  |           |  |             |  |          
|                                                      | The accompanying footnotes are an integral part of these financial statements |  |        





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NOTE 1: OPERATIONS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES



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 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. The company, through its wholly owned subsidiary, Omega Capital, 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.  On September 12, 2007 in a stock exchange, Omega Capital Funding LLC became a wholly owned subsidiary of Omega Commercial Finance Corporation, a publicly traded company.



Consolidated Financial Statements:



The unaudited consolidated financial statements include the accounts of Omega Commercial Finance Corporation and its consolidated subsidiaries, all of which are wholly owned.  The financial statements have been prepared in accordance with U.S. generally accepted accounting principles for interim 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 interim results.  Operating results for the periods presented are not necessarily indicative of the results that may be expected for the full year.



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 services have been rendered, the price to the buyer is fixed or determinable, and collectability of the resulting receivable is reasonably assured.  The Company does not offer extended payment t3erms or rights of returns for its sold products.



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. Commitment fees are recognized as income when the deal closes or the contract is in default by the client.  Unearned fees are deferred and carried as a liability.





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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 five to seven years.



Useful lives

In years



Computer and Software

5

Furniture and Office Equipment

7

Fixtures

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.



Use of estimates:



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 and disclosure of contingent assets and liabilities, at the date of the financial statements, and reported amounts of revenues and expenses during the reporting period.  Actual results could differ from those estimates.





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Earnings Per Share:



Basic earnings per share is computed by dividing the net income available to common stockholders by the weighted average number of common shares outstanding during the period.





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 our fiscal year ending December 31, 2009. 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.





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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.



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.



NOTE  2: FIXED ASSETS:



Fixed assets consisted of the following:

2007

2006



Office furniture and fixtures

$    79,145

$   57,886

Office equipment

7,704

7,704

Office computers

20,762

14,675

107,611

80,256

Less: accumulated depreciation

(26,719)

(12,036)



$   80,893

$   68,229



Depreciation for the nine months ended September 30, 2007 and 2006 was $10,916 and $7,483 respectively.





NOTE 3: RELATED PARTIES



During the nine months ended September 30, 2007 and 2006 the Company paid $607,318 and $393,100 to the Companys management for compensation and other expenses, respectively.





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NOTE 4: DEPOSITS AND OTHER ASSETS:





Other assets consisted of the following:                                          2007                      2006



Deposit on lease                                                                    $    17,904              $   17,904

Deposit on furniture leased                                                           1,182                     1,182

Deposit on potential acquisition

10,000

0

Deposit on purchase of investment in Broker Dealer

25,000

0

Total Deposits

54,086

19,086



Website design                                                                               5,000                     5,000

Less amortization                                                                     (1,417)                 (83)

$   3,583               $      4,917



Investment in Broker Dealer                                                     $121,400              $             0



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. Because the income and/or expense materially fluctuates from quarter to quarter, management has deemed it prudent not to accrue a tax provision. Provision for income taxes for the period January 1, 2007 to September 30, 2007 consist of the following:



Federal

State

Tax Rate

34.00%

5.5%



Income tax receivable of $39,149 arises from the companys filing amended corporate tax returns. Management believes more likely than not that these monies will be received.



NOTE 6: DEFERRED REVENUES



Deferred 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.



For the nine months ended September 30, 2007, the Company recorded the following as deferred revenues:



Advisory Fees

$100,000

Lockup Fees

173,666

Total Deferred Revenue

$273,666



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 $8,952 plus sales tax, and calls for annual increases and pass through of increases in operating expenses and taxes over the base year. In 2005, the Company subleased office space from an unrelated party on a month to month basis.



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The Company also subleases office space from an unrelated party in Israel on as needed basis. These leases are considered by the Company to be operating leases.



Future minimum lease payments under the lease contract for the next four years are:



2007           $   118,986

2008                122,543

2009                126,241

2010                107,813



PENDING LITIGATION



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



Paxton case# 05-5261-ci-08 $250k



The Company is a defendant in a civil fraud 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.



NOTE 8: INVESTMENT IN BROKER DEALER



The Company paid $146,400 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 9: REVENUE



2007

2006



Engagement Fees

$340,000

$200,000

Lock Up Fees

662,500

82,500

Advisory Fees

679,280

200,000

Other income

26,036

1,000

Total Revenue

1,707,816

483,500

(Less) Refunds

(92,500)

0

Net Revenue

$1,615,316

$483,500



During the nine months ending September 30, 2007, the Company received Advisory Fees from one contract totaling $545,000.  This contract is not expected to be repeated during the subsequent fiscal year..



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NOTE 10: CAPITAL STOCK



During the year, the Company had a change in control of the Company.  The new majority shareholder purchased 50.01% of existing stock.  The Company, subsequent to the change in control, had a 10 for 1 stock rollback.  In September of 2007, the Company entered into a share exchange agreement with the shareholders of Omega Capital Funding for 12,000,000 shares of the Companys common stock for entire interest in Omega Capital Funding. Therefore, total outstanding shares of the Company as of September 30, 2007 were 14,550,335.  No proceeds from the sale of Company stock was realized in these transactions.





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 September 30, 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.



At the present time the Company is actively involved in acquiring a 48% interest in ACS, a broker dealer.  In the future, the company may acquire other lending institutions and/or financial entities to complement or enhance the financial services it provides to clients both domestically and internationally.



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.





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Omega Capital Funding



Omega Capital Funding is a limited liability company with its principal office location in Miami, Florida;



was organized in December 2004. Omega Capital Funding 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; with its institutional resources through hedge funds, pension funds, private equity funds, and private investors; and/or a combination.  Omega Capital Funding LLC was organized as a private commercial real estate advisory and lending company primarily for the purpose of structuring and underwriting of commercial real estate high/yield financing programs backed or secured by real estate or other types of related or similar assets or equity interests.





Omega Capital Funding LLC focuses on earning rates yields that exceed the commensurate level of risk associated with each loan and structured financing program, and 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.



Results of Operations for the nine months ended September 30, 2007 compared with the nine months ended September 30, 2006



The following discussion of the results of operations should be read in conjunction with our condensed financial statements and notes thereto for the nine months ended September 30, 2007 included in this Form 10-QSB.



There was a 56% increase in sales with a corresponding 53% increase in general and administrative for the nine months ended September 30, 2007 as compared to the period ended September 30, 2006. The increase in sales was due to several large projects begun in 2006 which closed in 2007; the expense increase was anticipated, as corresponding expenses to the large projects were recorded.



Net revenue consists of sales, net of refunds, and other income, including refunds by vendors.  Costs of Revenue consists of underwriting, broker fees, appraisers, travel and consulting fees.  Gross profit for the nine months ended September 30, 2007 were $1,371,272 on Net revenue of $1,615,316 less Cost of revenue of $244,044, compared to $201,412 on net revenue of $458,500 less cost of revenue of $257,088.  Operating expenses were $1,014,743 for the nine months ended September 30, 2007 compared to $435,076 in the comparable period in 2006.



For the nine months ended September 30, 2007, the Company realized a net gain of $356,807 and a positive cash flow from operations of $297,468 as compared to a net loss of $233,664 with a positive cash flow of $60,782 for the nine months ended September 30, 2006.  At September 30, 2007, the Company had operating funds of $137,065, with ample funding for continued operations.













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Historical Trends



Cash Flows from Operating Activities.We generated $297,468 of cash flow from operating activities during the six months ended September 30, 2007 compared to $60,782 in the comparable period in 2006. Cash flows were primarily used for $126,400 in asset purchases and to reduce short-term notes.



Cash Flows from Financing Activities.  There was no cash provided by financing activities for the nine months ended September 30, 2007, as compared with $25,000 for the nine months ended September 30, 2006.  The primary sources of cash for the nine months ended September 30, 2006 were proceeds from short term loans which have subsequently been repaid.



Capital Expenditures



As of September 30, 2007, the Company had $137,065 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.



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, 2007, 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, 2007, the Company has no accrued interest or penalties related to the uncertain tax positions.



In September 2006, 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



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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 June 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 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 June 30, 2007.



Critical Accounting Policies and Estimates





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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 Arrangements



We do not have any off balance sheet arrangements.





PART II - OTHER INFORMATION



Item 1.

Legal Proceedings.



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



Paxton case# 05-5261-ci-08 $250k



The Company (t h rough it subsidiary Omega Capital Funding LLC) is a defendant in a civil fraud 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 e lease payment from the Company. The case is in the discovery stage and its final outcome can not be ascertained as of this time.



Item 2.

Unregistered Sales of Equity Securities and Use of Proceeds.



On September 14, 2007, additional 12,000,000 shares of Omega Commercial Financing Corp. issued to Omega Capital Funding LLC. We claim an exemption from the registration requirements of the Securities Act of 1933, as amended (the Act) for the issuance of these securities pursuant to Section 4(2) of the Act and/or Rule 506 of Regulation D promulgated thereunder since, among other things, the transaction does not involve



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a public offering, the Investors are accredited investors and/or qualified institutional buyer, the Investors have access to information about the Company and its investments, the Investors will take the securities for investment and not resale, and the Company is taking appropriate measures to restrict the transfer of the securities.







Item 3.

Defaults upon  Senior Securities.



None.



Item 4.

Submission of Matters to a Vote of Security Holders.



No matter was submitted during the quarter endings September 30, 2007, covered by this report to a vote of our shareholders, through the solicitation of proxies or otherwise.



Item 5.

Other Information.



A change in control of the Company took place in July 27, 2007, as reporting in the 8-K filing submitted on August 1, 2007. As part of the change in control, a new board was appointed along with new officers of the Company.







Item 6.

Exhibits and Reports of Form 8-K.



| |             |                                                                                 |                                                                                                                                             
| | ----------- | ------------------------------------------------------------------------------- | --------------------------------------------------------------------------------------------------------------------------------------------
| |             |                                                                                 |                                                                                                                                             
| | (a)         | 8K Filed on 7/31/2007 Indicating a Change of Control                           
| |             | 8K Filed on 9/20/2007 Indicating the Entry Into a Material Definitive Agreement
| | (b)         | Exhibits                                                                       
| |            
| | Exhibit No. |                                                                                 | Exhibit Title                                                                                                                               
| | 31.1        |                                                                                 | Certification of Jon S. Cummings IV to 18 U.S.C. Section 1350 as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.         
| |             |                                                                                 |                                                                                                                                             
| | 32.1        |                                                                                 | Certification of Jon S. Cummings IV pursuant to 18 U.S.C. Section 1350 as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.







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SIGNATURES





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





Omega Commercial Finance Corporation

Registrant





|                    |     |                                                                                  
|------------------- | --- | ---------------------------------------------------------------------------------
|                    |     |                                                                                  
|                    |     |                                                                                  
|Date: April 8, 2008 | By: | /s/ Jon S. Cummings IV                                                           
|                    |     | Jon S. Cummings IV                                                               
|                    |     | Chief Executive Officer, Chief Financial Officer and Principal Accounting Officer