|                                   |  | 
|---------------------------------- |  | 
|UNITED STATES                     
|SECURITIES AND EXCHANGE COMMISSION
|WASHINGTON, D.C. 20549            
|                                   |  | 
|FORM 10-Q                         
|                                   |  | 



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



|                                             
|---------------------------------------------
|For the quarterly period ended March 31, 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 organization) |  |          |  | (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. Yes x  No  ̈



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 x



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

Yes  ̈  No x



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.





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OMEGA COMMERICAL FINANCE CORPORATION



FORM 10-Q



June 30, 2008



INDEX



PART I-- FINANCIAL INFORMATION







|        |                                                            
|------- | -----------------------------------------------------------
|Item 1. | Financial Statements                                       
|Item 2. | Managements Discussion and Analysis of Financial Condition
|Item 3  | Quantitative and Qualitative Disclosures About Market Risk 
|Item 4T | Control and Procedures                                     





PART II-- OTHER INFORMATION



|        |                                                            
|------- | -----------------------------------------------------------
|Item 1  | Legal Proceedings                                          
|Item 1A | Risk Factors                                               
|Item 2. | Unregistered Sales of Equity Securities and Use of Proceeds
|Item 3. | Defaults Upon Senior Securities                            
|Item 4. | Submission of Matters to a Vote of Security Holders        
|Item 5. | Other Information                                          
|Item 6. | Exhibits and Reports on Form 8-K                           





SIGNATURE







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Item 1. Financial Information









OMEGA COMMERICAL FINANCE CORPORATION

(an exploration stage company)



FINANCIAL STATEMENTS



AS OF JUNE 30, 2008





CONTENTS





|      |   |                                                                                                  
|----- | - | -------------------------------------------------------------------------------------------------
|      |   |                                                                                                  
|PAGE  | 4 | CONDENSED BALANCE SHEETS AS OF JUNE 30, 2008 (UNAUDITED) AND AS OF JUNE 30, 2008 (AUDITED).      
|      |   |                                                                                                  
|PAGE  | 5 | CONDENSED STATEMENTS OF OPERATIONS FOR THE THREE MONTHS ENDED JUNE 30, 2008 AND 2007 (UNAUDITED).
|      |   |                                                                                                  
|PAGE  | 6 | CONDENSED STATEMENTS OF CASH FLOWS FOR THE THREE MONTHS ENDED JUNE 30, 2008 AND 2007 (UNAUDITED).
|      |   |                                                                                                  
|PAGES | 7 | NOTES TO CONDENSED FINANCIAL STATEMENTS (UNAUDITED).                                             
|      |   |                                                                                                  



























































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Omega Commercial Finance Corporation

Consolidated Balance Sheet

June 30, 2008 and 2007

|                                     |                       |                                                             |                                            |  |       |           |             |           |             |         | 
|------------------------------------ | --------------------- | ----------------------------------------------------------- | ------------------------------------------ |  | ----- | --------- | ----------- | --------- | ----------- | ------- | 
|                                     |                       |                                                             |                                            |  |       |           |             | 2008      | 2007       
|ASSETS                               |                       |                                                             |                                            |  |       |           |             |           |            
|                                     | Current Assets        |                                                             |                                            |  |       |           |             |           |            
|                                     |                       | Cash in Bank                                                |                                            |  |       |           | $           | 59,720    | $           | 120,839
|                                     |                       | Other Receivables                                           |                                            |  |       |           | 8,331       |           | 8,331      
|                                     |                       | Due from ASG                                                |                                            |  |       |           | 2,100       |           |            
|                                     |                       | Prepaid Expenses                                            |                                            |  |       |           | -           |           | 481        
|                                     |                       |                                                             | Total Current Assets                       |  |       |           | 70,151      |           | 129,651    
|                                     | Fixed Assets          |                                                             |                                            |  |       |           |             |           |            
|                                     |                       | Fixed Assets (net of Depreciation)                          |                                            |  |       | 74,629    |             | 79,498   
|                                     |                       |                                                             | Total Fixed Assets                         |  |       |           |             | 74,629    |             | 79,498 
|                                     | Other Assets          |                                                             |                                            |  |       |           |             |           |            
|                                     |                       | Deposits                                                    |                                            |  |       |           |             | 54,086    |             | 54,086 
|                                     |                       | Prepaid PR/IR                                               |                                            |  |       |           | 2,610,120   |           |            
|                                     |                       | Investments                                                 |                                            |  |       |           |             | 121,280   |             | 121,280
|                                     |                       | Intangible Assets (Net of Amortization)                     |                                            |  | 7,583 |           | 3,333      
|                                     |                       |                                                             | Total Other Assets                         |  |       |           |             | 2,793,070 |             | 178,699
|                                     |                       |                                                             | Total Assets                               |  |       |           | $           | 2,937,850 | $           | 387,848
|                                     |                       |                                                             |                                            |  |       |           |             |           |             |         | 
|LIABILITIES AND STOCKHOLDERS' EQUITY |                       |                                                             |                                            | 
|                                     | Current Liabilities   |                                                             |                                            |  |       |           |             |          
|                                     |                       | Accounts Payable                                            |                                            |  |       | $         | 2,876       | $         | 9,302      
|                                     |                       | Unearned Revenue                                            |                                            |  |       |           |             |           | 235,000    
|                                     |                       | Pending Litigation                                          |                                            |  |       |           | 375,000     |           | 375,000    
|                                     |                       | Other Accrued Expenses                                      |                                            |  |       | -         |             | 400      
|                                     |                       | Prior Year Tax Provision                                    |                                            |  |       | 3,829     |             | 3,829    
|                                     |                       | Other Current Liabilities                                   |                                            |  |       |           |             |           | -          
|                                     |                       |                                                             | Total Current Liabilities                  |  |       |           | 381,705     |           | 623,531    
|                                     | Long Term Liabilities |                                                             |                                            |  |       |           |             |          
|                                     |                       | Loans Payable                                               |                                            |  |       |           | -           |           | -          
|                                     |                       |                                                             | Total Long Term Liabilities                |  |       |           | -           |           | -          
|                                     |                       |                                                             | Total Liabilities                          |  |       |           |             | 381,705   |             | 623,531
|                                     | Shareholders' Equity  |                                                             |                                            |  |       |           |             |          
|                                     |                       | Capital stock, 99,984,500 shares authorized, $.01 par value |                                            | 
|                                     |                       |                                                             | 24,162,883 shares outstanding              |  |       |           | 351,125     |           | 255,000    
|                                     |                       | Paid-In Capital                                             |                                            |  |       |           | 6,019,028   |           | 1,899,093  
|                                     |                       | Retained Earnings                                           |                                            |  |       |           | (3,814,008) |           | (2,389,776)
|                                     |                       |                                                             | Total Shareholder's equity                 |  |       |           | 2,556,145   |           | (235,683)  
|                                     |                       |                                                             | Total Liabilities and Shareholders' Equity |  | $     | 2,937,850 | $           | 387,848  



|                                                                             
|-----------------------------------------------------------------------------
|The accompanying footnotes are an integral part of these financial statements





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Omega Commercial Finance Corporation

Statement of Operations

June 30, 2008 and 2007



|                                       |                    |                           |             |           |            |           |         |         | 
|-------------------------------------- | ------------------ | ------------------------- | ----------- | --------- | ---------- | --------- | ------- | ------- | 
|                                       |                    |                           |             |           | 2008       |           | 2007   
|Revenues                               |                    |                           |             |           |            |           |        
|                                       | Engagement Fees    |                           | $           | 244,619   |            | $         | 603,536
|                                       | Lock-up Fees       |                           |             | 630,315   |            |           |        
|                                       | Other Income       |                           |             |           | 1,500      |           |         | 0      
|                                       |                    | Total Revenue             |             |           | 876,435    |           |         | 603,536
|                                       | Refunds            |                           |             |           | (90,000)   |           |         | 0      
|Net Revenue                            |                    |                           |             | 786,435   |            |           | 603,536
|                                       |                    |                           |             |           |            |           |         |         | 
|Cost of Revenue                        |                    |                           |             |           |            |           |        
|                                       | Travel             |                           |             | $         | 16,689     |           | $       |        
|                                       | Underwriting       |                           |             |           | 68,100     |           |         |        
|                                       | Appraisers         |                           |             |           | 53,950     |           |         |        
|                                       | Broker             |                           |             |           | 7,500      |           |         |        
|                                       | Consulting         |                           |             |           | 17,345     |           |         |        
|                                       |                    | Total Cost of Goods Sold  |             | 163,584   |            |           | 0      
|Gross Profit                           |                    |                           |             | 622,851   |            |           | 603,536
|                                       |                    |                           |             |           |            |           |         |         | 
|General and Administrative Expenses    |                    |                           |             |           |           
|                                       | Directors' Fees    |                           | $           | 1,032,500 |            | $         | 0      
|                                       | Advisory Fees      |                           |             | 211,000   |            |           |        
|                                       | Payroll expenses   |                           |             | 229,810   |            |           |        
|                                       | Rent               |                           |             |           | 71,934     |           |         |        
|                                       | Legal Fees         |                           |             |           | 51,270     |           |         |        
|                                       | Depreciation       |                           |             |           | 9,469      |           |         | 6,985  
|                                       | Amortization       |                           |             |           | 750        |           |         | 500    
|                                       | Other G&A Expenses |                           |             | 334,364   |            |           | 698,184
|                                       |                    | Total expenses            |             |           | 1,941,097  |           |         | 705,669
|Net Income (Loss) from operations      | $                  | (1,318,246)               | $           | $         | (102,133) 
|                                       |                    |                           |             |           |            |           |         |         | 
|Other Income (Expense)                 |                    |                           |             |           |            |          
|                                       | Interest Income    |                           |             | 14        |            |           | 0      
|                                       | Loss due to Fraud  |                           |             | (106,000) |            |           | 0      
|                                       |                    | Total Other Income (Loss) |             | (105,986) |            |           | 0      
|                                       |                    |                           |             |           |            |           |         |         | 
|Net Income (Loss)                      |                    |                           | (1,424,232) |           |            | (102,133)
|                                       |                    |                           |             |           |            |           |         |         | 
|Net Income per share                   |                    | $                         | (0.08)      |           | $          | (0.01)   
|                                       |                    |                           |             |           |            |           |         |         | 
|Weighted average of outstanding shares |                    | 17,056,863                |             |           | 13,376,422



The accompanying footnotes are an integral part of these financial statements



5



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Omega Commercial Finance Corporation

Statement of Cash Flows

June 30, 2008 and 2007



|                                            |                                        |                                               |           |          |             |         |           |      |       | 
|------------------------------------------- | -------------------------------------- | --------------------------------------------- | --------- | -------- | ----------- | ------- | --------- | ---- | ----- | 
|                                            |                                        |                                               |           |          |             |         | 2008      | 2007
|Cash flows from operations                  |                                        |                                               |           |          |             |        
|                                            | Net Income (Loss)                      |                                               |           | $        | (1,424,232) | $       | (102,133)
|                                            | Adjustments to reconcile net income to |                                               |           |          |            
|                                            |                                        | net operating activities                      |           |          |             |         |           |     
|                                            |                                        | Depreciation                                  |           |          |             |         | 9,469     |      | 6,985
|                                            |                                        | Amortization                                  |           |          |             |         | 750       |      | 500  
|                                            |                                        | Non-cash stock expenses                       |           |          | 1,213,338   |         | 0        
|                                            |                                        | (Increase) Decrease in accounts receivable    |           | 0        |             |        
|                                            |                                        | (Increase) Decrease in deposits               |           |          | 0           |         |          
|                                            |                                        | (Increase) Decrease in prepaid                |           |          |             |         |          
|                                            |                                        | Increase (Decrease) Unearned Revenue          |           | (73,000) |             | 278,666
|                                            |                                        | Increase (Decrease) in other accrued expenses |           |          | (30,650)   
|                                            |                                        | Increase (Decrease) in accounts payable       |           | 2,876    |             |        
|                                            |                                        | Increase (Decrease) in sales taxes            |           |          | 0           |         | 0        
|                                            |                                        | Rounding                                      |           |          |             |         | 0         |      | (1)  
|Net cash provided by operations             |                                        |                                               | (270,799) |          | 153,367    
|                                            |                                        |                                               |           |          |             |         |           |      |       | 
|Investing Activities                        |                                        |                                               |           |          |             |         |          
|                                            | Other Investments                      |                                               |           |          |             |         |          
|                                            | Purchase of fixed assets               |                                               |           |          | 4,601       |         | 12,175   
|                                            | Purchase of other assets               |                                               |           |          |             |         | 0        
|Net cash used in investing activities       |                                        |                                               | 4,601     |          | 12,175     
|                                            |                                        |                                               |           |          |             |         |           |      |       | 
|Financing Activities                        |                                        |                                               |           |          |             |        
|                                            | Sale of Stock                          |                                               |           |          |             | 235,200 |           | 0   
|                                            | Costs of PPM                           |                                               |           |          |             | 0       |           | 0   
|                                            | Borrowings for purchase of assets      |                                               |           | 0        |             | 0      
|                                            |                                        |                                               |           |          |             |         |           |      |       | 
|                                            | Stock Repurchase                       |                                               |           |          | (7,759)     |         | 0        
|                                            | Loans Payable                          |                                               |           |          |             | 0       |           | 0   
|Net cash generated by financing activities  |                                        | 227,441                                       |           | 0       
|                                            |                                        |                                               |           |          |             |         |           |      |       | 
|Increase (decrease) in cash and equivalents |                                        | (47,959)                                      |           | 141,192 
|Cash at the beginning of period             |                                        |                                               | 107,679   |          | 8,217      
|Cash at the end of period                   |                                        |                                               | $         | 59,720   | $           | 149,409



The accompanying footnotes are an integral part of these financial statements



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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 June 30, 2008, the results of operations for the six months ended June 30, 2008 and 2007, and cash flows for the six months ended June 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 six months ended June 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.



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



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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.



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 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:





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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 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.



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



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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.



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 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.



Reclassification



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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:

2008

2007



Office furniture and fixtures

$    79,145

$   75,600

Office equipment

7,704

7,704

Office computers

28,513

16,762

115,362

100,066

Less: accumulated depreciation

(40,733)

(22,787)



$   74,629

$   77,279



Depreciation for the six months ended June 30, 2008 and 2007 was $9,468 and $6,985 respectively.





NOTE 3: RELATED PARTIES



During the six months ended June 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                      2007



Shares held in escrow

$2,610,120                $          0

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

2,664,206

19,086



Website design                                                                           10,000                       5,000

Less amortization                                                                  (2,417)                 (1,167)

$   7,583               $      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.



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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

State

Income (Loss)

10,390

10,390

Allowances

0

(5,000)

10,390

5,390

Tax 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 June 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.



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





|     |        
|---- | -------
|2008 | 127,388
|2009 | 131,232
|2010 | 109,360





Rent expense for the six months ending June 30, 2008 and 2007 total $71,934 and $71,859 respectively.



NOTE 8: LITIGATION





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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.



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.





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NOTE 10: REVENUE





|                |   |          |   |                
|--------------- | - | -------- | - | ---------------
|                |   | 2008     |   | 2007           
|                |   |          |   |                
|Engagement Fees | $ | 244,619  | $ | 603,536        
|Lock Up Fees    |   | 630,315  |   |                
|Other income    |   | 1,500    |   | 0              
|Total Revenue   |   | 876,434  |   | 603,536        
|(Less) Refunds  |   | (90,000) |   | (            0)
|Net Revenue     |   | $786,434 |   | $603,536       
|                |   |          |   |                







NOTE 11: THREE MONTH DATA  SECOND QUARTER 2008 AND 2007



|                          |   |             |   |          
|------------------------- | - | ----------- | - | ---------
|                          |   | 2008        |   | 2007     
|Revenue                   | $ | 392,815     | $ | 173,000  
|Cost of Revenue           |   | (113,348)   |   | (105,094)
|Gross Profit              | $ | 279,467     | $ | 67,906   
|Expenses                  |   | (1,358,013) |   | (338,291)
|Operating Loss            | $ | (1,078,546) |   | (270,385)
|Other Revenue and Expense |   | 4           |   | 0        
|Three Month Loss          | $ | (1,078,542  | $ | (270,385)





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.





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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).



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.  It is the intent of the Company to formally cancel these shares during the second or 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.





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



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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.



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 June 30, 2008, 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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.



Minority Interest in ASG Securities, Inc.





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ASG Securities, Inc. (ASG), a Financial Industry Regulatory Authority (FINRA) member investment banking and SEC registered securities broker dealer, was founded and incorporated and SEC licensed and registered in 1997, licensed with FINRA in early 1998, and reincorporated in the State of Florida in February of 2004. It has been owned by the same majority shareholder since inception. On September 12, 2007, we entered into a Stock Purchase Agreement, whereby we acquired 12% of the outstanding voting common stock of ASG from the existing majority shareholder, with the intention of purchasing additional shares subsequent to FINRA approval of a change in control of ASG. A transfer or sale of 25% or more of any FINRA licensed broker dealers stock,  inclusive of ASG common stock, may be not be sold or transferred to any  purchaser or transferee until FINRA shall have approved a change of control pursuant to NASD Rule 1017. Simultaneous with our purchase of the 12% interest, another FINRA member principal, a related party to the Company, purchased an identical 12% from the same shareholder who sold shares to the Company. This related party, William Slivka, also intended to purchase additional shares upon FINRA approval of his additional purchase. For, compliance with the FINRA rule cited above, there was an Initial Closing on September 12, 2007, for the two purchasers respective 12% interests each, and a Final Closing on the two purchasers remaining additional purchases each to be scheduled upon FINRA approval, if approved. Subsequent to the Initial Closing, Mr. Slivka modified his status with ASG, remaining a principal, but upon concluding his term on the Board of Directors of ASG, he transferred his 12% interest in ASG to the Company. The Company now owns 24% of the outstanding common stock of ASG, and will acquire a total of an additional 56% of the issued and outstanding common stock of ASG upon FINRA approval of the transfer of the remaining 56%.The remaining total of 56% of the shares of ASG were placed in escrow, to be released to the Company upon approval of the change of control by FINRA.



Since Omega will in the future own 80% of the issued and outstanding common stock of ASG, if approved by FINRA, the total percentage to be transferred constitutes a change of control in the ownership of ASG.  Omega has paid $59,880 for its shares, and paid in additional capital to ASG of $25,000. Omega also paid expenses to date, related to the acquisition and the filings required to change ASGs member status, of approximately $77,400, exclusive of legal costs associated with the share purchase and subsequent filings. Omega is further responsible for some ongoing non-material administrative costs in relation to its interest in ASG. Until such approval is granted by FINRA, the seller shall retain control over ASG. All of ASGs experienced management principals and administrative principals, including its two founding officers, shall remain with the firm subsequent to the change in control for at least three years.



Management believes its purchase of the majority interest of 80% of ASG,  when fully approved by FINRA, will enhance its ability to securitize the mortgages it originates to re-sell in the financial marketplace, either directly through ASG, or through syndication by ASG of larger portfolios of acquired loans or derivative loan products to package with Omegas originated loans. In the event that Omega would sell the loans we originate as whole loans, not securitized, ASG could also act as a broker of such transactions. In the event that Omega decides to offer, in the future, any other private placements related to the purchase, origination and underwriting, and/or management of commercial properties or mortgages, then Omega expects to utilize ASGs member firm sponsorship capabilities to syndicate such transactions.



When and if approved by FINRA, Omega will own a controlling interest in ASG, and can therefore exercise complete control of ASG when FINRA approves the remaining stock transfer from escrow.  As our controlling shareholder, Jon S. Cummings, IV, will be required, pursuant to FINRA rules, to become a licensed securities associated person, and eventually a FINRA principal, if he wishes to participate on the board of directors of ASG, or exercise any decision making capabilities in the direction, business or daily activities of ASG. Mr. Cummings, IV, is in the process of becoming licensed pursuant to these rules, a process that typically takes 6 months or longer to complete. Subsequent to completion of his licensing requirements, he will be required to maintain certain continuing education requirements, which could take up to 20 hours of course attendance during every two year period, and is required to be electronically tested every two years to update his licensing status. If our President is not properly licensed by FINRA and the SEC within the prescribed time frames allowed, he may be precluded from exercising any decision making control over the activities of ASG until he is properly licensed, and if he never becomes properly licensed,



17



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would need to sponsor a properly licensed alternate executive officer associated with the Company to exercise decision making capabilities on behalf of Omega in regards to its interest in ASG. There is no assurance that Mr. Cummings will become properly licensed in the future, or whether we will recruit and retain an executive officer so licensed, or who will become so licensed in the future. Accordingly, to the extent that the Company never is represented by a properly licensed executive officer, Omega may be permanently precluded from exercising control over the direction and business strategies of its ASG wholly owned subsidiary member firm affiliate, and current management of ASG would continue to direct and manage its activities. The Company may decide to associate any of ASGs current principals or directors with the Company, which would provide them with the control contemplated by its 80% ownership, if such ownership is approved by FINRA.



Our Chairman of the Board of Directors of the Company, Jon S. Cummings, III, who is the father of Jon S. Cummings IV, is also subject to the same FINRA rules of registration as Jon Cummings IV, because of his status and position with the Company.

Mr. Cummings III has filed a letter of non-involvement with FINRA and does not plan to seek registration, and therefore, does not intend to become a member of the board of ASG, nor will he be involved in the management or direction and/or control of ASG.



On July 15, 2008, we filed an S-1 registration statement with the SEC, in which we were seeking to register shares to be issued in the future pursuant to Rule 415, among other SEC rules and regulations governing offerings of new shares by reporting corporations like Omega, and named ASG as a best efforts syndicator and potential underwriter of those shares, if deemed effective in the future by the SEC. We intend to file, in timely due process, an amendment to that S-1 registration statement that would substantively modify the nature and structure of that offering, and as such, ASG will not be a sponsor or underwriter of the offering as filed on July 15, 2008, in that S-1, nor will it sponsor or underwrite our securities that were described therein in the manner described at any time during 2008 or 2009. In the event our amendment to our S-1, when filed, meets all due diligence requirements of ASG, and can be sponsored or wholesaled by ASG to other FINRA licensed broker dealers as materially modified in our amended S-1, then ASG may be a sponsor, wholesaler, or selling agent of a best efforts offering, if deemed effective by the SEC at the conclusion of its review process. If the offering becomes a firm commitment offering by the addition of a managing, or co-managing, firm commitment underwriter(s), then ASG may sponsor or assist in the selection of such manager or co-manager, but will not be a member of the selected dealers group of underwriters, nor will it be a selling agent or dealer of any common stock of Omega. As such, all the disclosures made in the July 15, 2008, S-1 filing related to ASGs participation in the offerings as described therein are no longer applicable, and we have no other agreements in place with ASG as of the date of the filing of this 10Q related to such offerings. We may enter into agreements with ASG in the future related to amendments to our S-1.



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



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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 June 30, 2008 compared with the three months ended March 31, 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 June 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 six months ended June 30, 2008 were $786,435, compared to $603,536  in the comparable period in 2007.  Operating expenses were $1,941,097 for the six months ended June 30, 2008 compared with $705,669  in the comparable period in 2007.   Other expenses for the six months ended June 30, 2008 were $105,986, compared with no loss in 2007.



For the six months ended June 30, 2008, the Company incurred a net loss of $1,424,232 and a negative cash flow from operations as compared to a net loss of $102,133 and negative cash flow from operations for the corresponding period in 2007.



At June 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  a negative $270,799 of cash flow from operating activities during the six months ended June 30, 2008 compared to a positive $153,367  in the comparable period in 2007. Cash flows were primarily used for 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 June 30, 2008,  as compared with no cash flows from financing activities for the three months ended June 30, 2007.



Capital Expenditures



As of June 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.



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 June 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



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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 June 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 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 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 June 30, 2007.



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.



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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 June 30, 2008 that has materially affected, or is reasonably likely to materially affect, the Companys internal control over financial reporting.



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 June 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.





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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.





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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.





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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.



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





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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.





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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



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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.



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.



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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.



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None



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



In February, March, and May 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 $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: August 19, 2008 | By: | /s/ Jon S. Cummings IV  
|                      |     | Jon S. Cummings IV      
|                      |     | Chief Executive Officer,









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