Omega Commercial Finance Corporation
(Formerly DOL Resources)
Unaudited Pro Forma Consolidated Condensed Statement of Operations
For the year ended December 31, 2007
| | Omega | | | Oceans 21 | | | Pro Forma | | | Unaudited | |
| | Commercial | | | Miami LLC | | | | | | | |
| | Finance | | | | | | Adjustments | | | Pro Forma | |
| | Corporation | | | | | | | | | | |
| | (1) | | | | | | (2) | | | | |
ASSETS | | | | | | | | | | | | | | |
Current Assets | | | | | | | | | | | | | | |
Cash in Bank | | $ | 120,839 | | | $ | 32 | | | $ | | | | $ | 120,871 | |
Non-trade Receivables | | | 8,331 | | | | | | | | | | | | 8,331 | |
Prepaid Expenses | | | 481 | | | | | | | | | | | | 481 | |
Total Current Assets | | | 129,651 | | | | 32 | | | | | | | | 129,683 | |
Fixed Assets | | | | | | | | | | | | | | | | |
Fixed Assets (net of Depreciation) | | | 79,498 | | | | - | | | | | | | | 79,498 | |
Total Fixed Assets | | | 79,498 | | | | - | | | | | | | | 79,498 | |
Other Assets | | | | | | | | | | | | | | | | |
Deposits | | | 54,086 | | | | - | | | | | | | | 54,086 | |
Investments | | | 121,280 | | | | - | | | | | | | | 121,280 | |
Intangible Assets (Net of Amortization) | | | 3,333 | | | | - | | | | | | | | 3,333 | |
Investment in Oceans 21 | | | 10,000 | | | | | | | | (10,000 | ) | | | - | |
Investment in Ship - under renovation | | | - | | | | 5,496,980 | | | | | | | | 5,496,980 | |
Total Other Assets | | | 188,699 | | | | 5,496,980 | | | | (10,000 | ) | | | 5,675,679 | |
Total Assets | | $ | 397,848 | | | $ | 5,497,012 | | | $ | (10,000 | ) | | $ | 5,884,860 | |
| | | | | | | | | | | | | | | | |
LIABILITIES AND STOCKHOLDERS' EQUITY | | | | | | | | | | | | | | | | |
Current Liabilities | | | | | | | | | | | | | | | | |
Accounts Payable | | $ | 9,302 | | | $ | - | | | $ | | | | $ | 9,302 | |
Unearned Revenue | | | 235,000 | | | | | | | | | | | | 235,000 | |
Provision for Litigation | | | 375,000 | | | | | | | | | | | | 375,000 | |
Current year tax provision | | | 3,829 | | | | - | | | | | | | | 3,829 | |
Other Accrued Expenses | | | 400 | | | | 37,500 | | | | | | | | 37,900 | |
Total Current Liabilities | | | 623,531 | | | | 37,500 | | | | | | | | 661,031 | |
Long Term Liabilities | | | | | | | | | | | | | | | | |
Loans Payable | | | - | | | | | | | | | | | | - | |
Total Long Term Liabilities | | | - | | | | - | | | | | | | | - | |
Total Liabilities | | | 623,531 | | | | 37,500 | | | | | | | | 661,031 | |
Shareholders' Equity | | | | | | | | | | | | | | | | |
Capital stock, 100,000,000 shares authorized | | | | | | | | | | | | | | | | |
15,550,335 shares outstanding | | | 255,000 | | | | | | | | (99,497 | ) | | | 155,503 | |
Paid-In Capital | | | 1,909,093 | | | | 7,109,491 | | | | (1,560,482 | ) | | | 7,458,102 | |
Retained Earnings | | | (2,389,776 | ) | | | (1,649,979 | ) | | | 1,649,979 | | | | (2,389,776 | ) |
Total Shareholder's equity | | | (225,683 | ) | | | 5,459,512 | | | | (10,000 | ) | | | 5,223,829 | |
Total Liabilities and Shareholders' Equity | | $ | 397,848 | | | $ | 5,497,012 | | | $ | (10,000 | ) | | $ | 5,884,860 | |
The accompanying notes to the financial statements are an integral part of these financial statements
Omega Commercial Finance Corporation
(Formerly DOL Resources)
Unaudited Pro Forma Consolidated Condensed Statement of Operations
For the year ended December 31, 2007
| | Omega | | | Oceans 21 | | | Pro Forma | | | Unaudited | |
| | Commercial | | | Miami LLC | | | | | | Pro | |
| | Finance | | | | | | Adjustments | | | Forma | |
| | Corporation | | | | | | | | | | |
| | | | | | | | (3) | | | | |
| | | | | | | | | | | | | |
| | | | | | | | | | | | | |
Revenues | | $ | 1,576,280 | | | $ | 0 | | | $ | | | | $ | 1,576,280 | |
| | | | | | | | | | | | | | | | |
Cost of Goods Sold | | | 344,636 | | | | 0 | | | | | | | | 344,636 | |
| | | | | | | | | | | | | | | | |
Gross Profit | | $ | 1,231,644 | | | $ | 0 | | | $ | | | | $ | 1,231,644 | |
| | | | | | | | | | | | | | | | |
General and Administrative Expenses | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | |
Payroll expenses | | | 641,236 | | | | 0 | | | | | | | | 641,236 | |
Rent | | | 151,118 | | | | 30,000 | | | | | | | | 181,118 | |
Legal Fees | | | 132,840 | | | | 0 | | | | | | | | 132,840 | |
Depreciation | | | 15,461 | | | | 0 | | | | | | | | 15,461 | |
Amortization | | | 1,000 | | | | 0 | | | | | | | | 1,000 | |
Other G&A Expenses | | | 280,084 | | | | 1,279,368 | | | | | | | | 1,559,452 | |
| | $ | 1,221,739 | | | $ | 1,309,368 | | | $ | | | | $ | 2,531,107 | |
Net (loss) | | $ | 9,905 | | | $ | (1,309,368 | ) | | $ | | | | $ | (1,299,463 | ) |
| | | | | | | | | | | | | | | | |
Interest Income | | | (484 | ) | | | (2 | ) | | | | | | | (486 | ) |
| | | | | | | | | | | | | | | | |
Net Income (loss) before taxes | | | 10,389 | | | | (1,309,366 | ) | | | | | | | (1,298,977 | ) |
Unearned Revenue | | | | | | | | | | | | | | | | |
Provision for current tax benefit | | | 3,829 | | | | | | | | | | | | 3,829 | |
| | | | | | | | | | | | | | | | |
Net Income (loss) | | | 6,561 | | | | (1,309,366 | ) | | | | | | | (1,302,806 | ) |
| | | | | | | | | | | | | | | | |
Net Income per share | | $ | 0.01 | | | $ | (1,309,368.00 | ) | | $ | | | | $ | (0.21 | ) |
| | | | | | | | | | | | | | | | |
Weighted average of outstanding shares | | | 6,101,020 | | | | 1 | | | | | | | | 6,103,760 | |
The accompanying notes to the financial statements are an integral part of these financial statements
Omega Commercial Finance Corporation
(Formerly DOL Resources)
Unaudited Pro Forma Consolidated Condensed Statement of Operations
For the six months ended June 30, 2008
| | Omega | | | Oceans 21 | | | Pro Forma | | | Unaudited | |
| | Commercial | | | Miami LLC | | | | | | | |
| | Finance | | | | | | Adjustments | | | Pro Forma | |
| | Corporation | | | | | | | | | | |
| | (4) | | | | | | (5) | | | | |
ASSETS | | | | | | | | | | | | | | |
Current Assets | | | | | | | | | | | | | | |
Cash in Bank | | $ | 59,721 | | | $ | 15 | | | $ | | | | $ | 59,736 | |
Non-trade Receivables | | | 8,331 | | | | | | | | | | | | 8,331 | |
Due to/From ASG | | | 2,100 | | | | | | | | | | | | 2,100 | |
Prepaid | | | - | | | | | | | | | | | | - | |
Total Current Assets | | | 70,152 | | | | 15 | | | | - | | | | 70,167 | |
Fixed Assets | | | | | | | | | | | | | | | | |
Fixed Assets (net of Depreciation) | | | 74,629 | | | | - | | | | | | | | 74,629 | |
Total Fixed Assets | | | 74,629 | | | | - | | | | | | | | 74,629 | |
Other Assets | | | | | | | | | | | | | | | | |
Deposits | | | 54,086 | | | | - | | | | | | | | 54,086 | |
Prepaid PR/IR | | | 2,610,120 | | | | | | | | | | | | 2,610,120 | |
Investments | | | 121,280 | | | | - | | | | | | | | 121,280 | |
Intangible Assets (Net of Amortization) | | | 7,583 | | | | - | | | | | | | | 7,583 | |
Investment in Oceans 21 | | | 10,000 | | | | | | | | (10,000 | ) | | | - | |
Investment in Ship - under renovation | | | - | | | | 5,496,980 | | | | | | | | 5,496,980 | |
Total Other Assets | | | 2,803,069 | | | | 5,496,980 | | | | (10,000 | ) | | | 8,290,049 | |
Total Assets | | $ | 2,947,850 | | | $ | 5,496,995 | | | $ | (10,000 | ) | | $ | 8,434,845 | |
| | | | | | | | | | | | | | | | |
LIABILITIES AND STOCKHOLDERS' EQUITY | | | | | | | | | | | | | | | | |
Current Liabilities | | | | | | | | | | | | | | | | |
Accounts Payable | | $ | 2,876 | | | $ | - | | | $ | | | | $ | 2,876 | |
Accrued Expenses - related party | | | | | | | 33,649 | | | | | | | | 33,649 | |
Provision for Litigation | | | 375,000 | | | | | | | | | | | | 375,000 | |
Current year tax provision | | | 3,829 | | | | - | | | | | | | | 3,829 | |
Total Current Liabilities | | | 381,705 | | | | 33,649 | | | | | | | | 415,354 | |
Long Term Liabilities | | | | | | | | | | | | | | | | |
Loans Payable | | | - | | | | | | | | | | | | - | |
Total Long Term Liabilities | | | - | | | | - | | | | | | | | - | |
Total Liabilities | | | 381,705 | | | | 33,649 | | | | | | | | 415,354 | |
Shareholders' Equity | | | | | | | | | | | | | | | | |
Capital stock, 100,000,000 shares authorized | | | | | | | | | | | | | | | | |
25,164,287 shares outstanding | | | 351,125 | | | | | | | | (99,482 | ) | | | 251,643 | |
Paid-In Capital | | | 6,029,028 | | | | 7,140,132 | | | | (1,587,304 | ) | | | 11,581,856 | |
Retained Earnings | | | (3,814,008 | ) | | | (1,676,786 | ) | | | 1,676,786 | | | | (3,814,008 | ) |
Total Shareholder's equity | | | 2,566,145 | | | | 5,463,346 | | | | (10,000 | ) | | | 8,019,491 | |
Total Liabilities and Shareholders' Equity | | $ | 2,947,850 | | | $ | 5,496,995 | | | $ | (10,000 | ) | | $ | 8,434,845 | |
The accompanying notes to the financial statements are an integral part of these financial statements
Omega Commercial Finance Corporation
(Formerly DOL Resources)
Unaudited Pro Forma Consolidated Condensed Statement of Operations
For the six months ended June 30, 2008
| | Omega | | | Oceans 21 | | | Pro Forma | | | Unaudited | |
| | Commercial | | | Miami LLC | | | | | | Pro | |
| | Finance | | | | | | Adjustments | | | Forma | |
| | Corporation | | | | | | | | | | |
| | (6) | | | | | | | | | (6) | |
Revenues | | | | | | | | | | | | | | |
Engagement Fees | | $ | 244,619 | | | $ | | | | $ | | | | $ | 0 | |
Lock-up Fees | | | 630,315 | | | | | | | | | | | | | |
Other Income | | | 1,500 | | | | | | | | | | | | | |
Total Revenue | | | 876,434 | | | | 0 | | | | 0 | | | | 0 | |
Refunds | | | (90,000 | ) | | | 0 | | | | | | | | 0 | |
Net Revenues | | | 786,434 | | | | 0 | | | | 0 | | | | 0 | |
| | | | | | | | | | | | | | | | |
Cost of Goods Sold | | | | | | | | | | | | | | | | |
Travel | | | 16,689 | | | | | | | | | | | | 16,689 | |
Underwriting | | | 68,100 | | | | | | | | | | | | 68,100 | |
Appraisers | | | 53,950 | | | | | | | | | | | | 53,950 | |
Broker | | | 7,500 | | | | | | | | | | | | 7,500 | |
Consulting | | | 17,345 | | | | | | | | | | | | 17,345 | |
Total Cost of Goods Sold | | | 163,584 | | | | 0 | | | | 0 | | | | 163,584 | |
Gross Profit | | $ | 622,851 | | | $ | 0 | | | $ | 0 | | | $ | (163,583 | ) |
| | | | | | | | | | | | | | | | |
General and Administrative Expenses | | | | | | | | | | | | | | | | |
Directors' Fees | | | 1,032,500 | | | | | | | | | | | | 1,032,500 | |
Advisory Fees | | | 211,000 | | | | | | | | | | | | 211,000 | |
Payroll expenses | | | 229,810 | | | | | | | | | | | | 229,810 | |
Rent | | | 71,934 | | | | 15,000 | | | | | | | | 86,934 | |
Legal Fees | | | 51,270 | | | | | | | | | | | | 51,270 | |
Depreciation | | | 9,469 | | | | | | | | | | | | 9,469 | |
Amortization | | | 750 | | | | | | | | | | | | 750 | |
Travel | | | | | | | 6,933 | | | | | | | | 6,933 | |
Other G&A Expenses | | | 334,364 | | | | 4,872 | | | | | | | | 339,236 | |
| | $ | 1,941,097 | | | $ | 26,805 | | | $ | 0 | | | $ | 1,967,902 | |
Net (loss) | | $ | (1,318,246 | ) | | $ | (26,805 | ) | | $ | | | | $ | (2,131,485 | ) |
| | | | | | | | | | | | | | | | |
Other Income (Expenses) | | | | | | | | | | | | | | | | |
Interest Income | | | 14 | | | | 0 | | | | | | | | 14 | |
Loss due to Fraud | | | (106,000 | ) | | | 0 | | | | | | | | | |
Total Other Income (Loss) | | | (105,986 | ) | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | |
Net Income (loss) | | | (1,424,232 | ) | | | (26,805 | ) | | | 0 | | | | (2,131,485 | ) |
| | | | | | | | | | | | | | | | |
Net Income per share | | $ | 0.01 | | | $ | (26,805.00 | ) | | $ | | | | $ | (0.12 | ) |
| | | | | | | | | | | | | | | | |
Weighted average of outstanding shares | | | 17,062,358 | | | | 1 | | | | | | | | 17,062,358 | |
The accompanying notes to the financial statements are an integral part of these financial statements
OMEGA COMMERCIAL FINANCE CORPORATION.
NOTES TO PRO FORMA CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
Pursuant to an Agreement on July 7, 2008 (the “Share Exchange Agreement”) by and between Omega Commercial Finance Corporation (“OCFN” or the “Company”), a Wyoming corporation, and Oceans 21-Miami LLC, a Nevada limited liability company, whereby all interests in Oceans 21-Miami LLC were exchanged for 1,000,000 shares of OCFN common stock. The Share Exchange Agreement provides for a management agreement with the sole member of Oceans 21-Miami LLC whereby he will become a director of OCFN and the active manager of Oceans 21-Miami LLC.
Pro Forma Adjustments
| (1) | Includes adjustments to OCFN historical amounts for the following: |
To adjust the current assets and stockholders’ equity to reflect the 1,000,000 shares of common stock issued as investment in Oceans 21-Miami LLC.
| (2) | To adjust the stockholders’ equity to reflect the common stock issued in (1) above in order to reflect 15,550,335 shares outstanding and the equity of Oceans 21-Miami LLC closed out to additional paid in capital of OCFN. |
| (3) | To adjust the weighted average common shares outstanding to reflect the 15,550,335 shares outstanding following the transaction. |
| (4) | Includes adjustments to OCFN historical amounts for the following: |
To adjust the current assets and stockholders’ equity to reflect the 1,000,000 shares of common stock issued as investment in Oceans 21-Miami LLC.
| (5) | To adjust the stockholders’ equity to reflect the common stock issued in (3) above in order to have 25,164,287 shares outstanding and the equity of Oceans 21-Miami LLC closed out to additional paid in capital of OCFN. |
| (6) | To adjust the weighted average common shares outstanding to reflect the 25,164,287 shares outstanding following the transaction. |