UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
OMEGA COMMERCIAL FINANCE CORP.
(Exact name of Registrant as specified in its charter)
Wyoming (State or other jurisdiction of incorporation or organization) | 83-0219465 (I.R.S Employer Identification Number) |
1000 5th Street, Suite 200, Miami, Florida 33139
(305) 704-3294
(Address, including zip code and telephone number, of principal executive offices)
Omega Commercial Finance Corp. 2014 Employee and Consultant Equity Compensation Incentive Plan
(Full title of the plan)
Jon S. Cummings, IV
100 5th Street, Suite 200
Miami, Florida 33139
(305) 704-3284
(Name, address and Phone number of agent for service)
Copies to:
Lorin A. Rosen, Esq.
LAR Law Group PC
6 Butler Court
Centereach, New York 11720
(877) 570-2620 ph/fax
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definition of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.
Large accelerated filero | Accelerated filero |
Non-accelerated filero (Do not check if a smaller reporting company) | Smaller reporting companyx |
CALCULATION OF REGISTRATION FEE
Title of Securities to be registered |
| Amount to be registered(1) |
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| Proposed Maximum offering price per share |
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| Proposed maximum aggregate offering price |
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| Amount of registration fee |
Common Stock, par value $0.01 per share |
| 150,000,000 shares |
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| $0.0125(2)* |
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| $1,875,000 |
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| $241.50 |
(1) Represents shares of Common Stock issuable under the Omega Commercial Finance Corp. 2014 Employee and Equity Compensation Incentive Plan. Further, pursuant to Rule 416 under the Securities Act of 1933, as amended, this Registration Statement covers, in addition to the number of shares stated above, an indeterminate number of shares which may be subject to grant or otherwise issuable as a result of stock splits, stock dividends or similar transactions.
(2) Computed pursuant to Rule 457(c) of the Securities Act of 1933, as amended, solely for the purpose of calculating the registration fee and not as a representation as to any actual proposed price. The offering price per share, maximum aggregate offering price and registration fee is based upon the average of the high and low price on the OTC Markets OTCQB tier of $0.0125 on January 9, 2014.
PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
Item 1. Plan Information.
The documents containing the information specified in this Part I will be sent or given to the participants in the Omega Commercial Finance Corp. 2014 Employee and Consultant Equity Compensation Incentive Plan (the “Plan) as specified by Rule 428(b)(1) of the Securities Act of 1933, as amended (the “Securities Act”). Such documents need not be filed with the Commission either as part of this Registration Statement or as prospectuses or prospectus supplements pursuant to Rule 42. These documents and the documents incorporated by reference in the registration statement pursuant to Item 3 of Part II of this Form S-8, taken together, constitute a prospectus that meets the requirements of Section 10(a) of the Securities Act.
Item 2. Registration Information and Employee Plan Annual Information.
The Registrant will provide without charge, upon written or oral request, the documents incorporated by reference in Item 3 of Part II of this Registration Statement. These documents are incorporated by reference in the Section 10(a) prospectus. The Registrant will also provide without charge, upon written or oral request, all other documents required to be delivered to eligible participants pursuant to Rule 428(b). Any and all such requests shall be directed to:
Jon S. Cummings, IV
100 5th Street, Suite 200
Miami, Florida 33139
(305) 704-3284
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
The following documents, which have been filed with the Commission, are specifically incorporated by reference in this Registration Statement:
(a)
The Registrant’s Annual Report on Form 10-K for the year ended December 31, 2012, which contains the Registrant’s audited financial statements for such period, as filed with the Commission on April 16, 2013.
(b)
All other reports filed by the Registrant under Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended (the “Securities Exchange Act of 1934”), since December 31, 2012.
(c)
The description of the Registrant’s Common Stock originally contained in the Registrant’s Form S-1 (File No. 333-186145) filed with the Commission on January 29, 2013, including any amendments or reports filed for the purpose of updating such description.
In addition, all reports and documents filed by the Registrant under Section 13(a), 13(c), 14 or 15(d) of the Securities Exchange Act of 1934 after the date of this Registration Statement and prior to the filing of post-effective amendment which indicates that all securities being offered hereby have been sold or which deregisters all securities then remaining unsold, shall be deemed to be incorporated by reference in and to be part of this Registration Statement from the date of filing of each such document (such documents and the documents enumerated above, being hereinafter referred to collectively as the “Incorporated Documents”).
Any statement contained in an Incorporated Document shall be deemed to be modified or superseded for purposes of this Registration Statement to the extent that a statement contained therein or in any other subsequently filed Incorporated Document modifies or supersedes such statement. Any such statements so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part of this Registration Statement.
Item 4. Description of Securities.
Not applicable.
Item 5. Interest of Named Experts and Counsel.
Lorin A. Rosen, Esq. of LAR Law Group PC has passed on the legality and validity of the shares of Common Stock offered hereby for the Registrant, which is located at 6 Butler Court, Centereach, New York 11720.
Item 6. Indemnification of Directors and Officers.
Neither the Registrant’s Articles of Incorporation nor Bylaws prevent the Registrant from indemnifying its officers and directors to the extent permitted under the Wyoming Business Corporation Act (“WBCA”). The WBCA provides in part that a corporation shall indemnify any director or officer of a corporation against expenses, including attorneys’ fees, actually and reasonably incurred by him or her in connection with a proceeding to the extent that a director or officer of the corporation has been successful on the merits or otherwise in defense of any action, suit or proceeding or in defense of any claim, issue or matter therein.
The WBCA provides in part that a corporation may indemnify a director or officer who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative, except an action by or in the right of the corporation, by reason of the fact that he or she is or was a director or officer of the corporation, including attorneys’ fees, judgments, fines and amounts paid in settlement and reasonably incurred in connection with the action, suit or proceeding if the director or officer is not liable pursuant to the WBCA and has acted in good faith and in a manner reasonably believed to be in or not opposed to the best interests of the corporation and shareholders, and with respect to any criminal action or proceeding, had no reasonable cause to believe the conduct was unlawful.
The WBCA also provides in part that a corporation may indemnify a director or officer who was or is a party or is threatened to be made a party to any threatened, pending or completed action or suit by or in the right of the corporation to procure a judgment in its favor by rason of the fact that the individual is or was a director, against expenses, including amounts paid in settlement and attorneys’ fees actually and reasonably incurred in connection with the defense or settlement of the action or suit if the director or officer is not liable pursuant to the WBCA or acted in good faith an in a manner reasonably believed to be in or not opposed to the best interests of the corporation. Indemnification may not be made for any claim, issue or matter to which a director or officer has been adjudged by a court of competent jurisdiction, after exhaustion of all appeals therefrom, to be liable to the corporation for any amounts paid in settlement to the corporation, unless and only to the extent that the court in which the ation or suit was brought or other court of competent jurisdiction determines upon application that in view of all the circumstances of the case, the director or officer is fairly and reasonably entitled to indemnity for such expenses as the court deems proper.
The foregoing summary of the WBCA is qualified in its entirety by reference to the relevant provisions of WBCA and Article 8 pertaining to Directors and Officers.
Item 7. Exemption from Registration Claimed.
Not applicable.
Item 8. Exhibits (Filed herewith)
Exhibit No. | Description |
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5.1 | Opinion Regarding Legality and Consent of Counsel: by Lorin A. Rosen, Esq. |
10.1 | Omega Commercial Finance Corp. 2014 Employee and Consultant Equity Compensation Incentive Plan |
23.1 | Consent of Independent Registered Public Accounting Firm |
Item 9. Undertakings.
The undersigned Registrant hereby undertakes:
(1)
To file, during any period in which offers or sales are being made, a post-effective amendment to this Registration Statement.
(i)
To include any prospectus required by Section 10(a)(3) of the Securities Act of 1933.
(ii)
To reflect in the prospectus any facts or events arising after the effective date of this Registration Statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the Registration Statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than 20 percent change in the maximum aggregate offering price set forth in the “Calculation of Registration Fee” table in the effective Registration Statement.
(iii)
To include any material information with respect to the plan of distribution not previously disclosed in the Registration Statement or any material change to such information in the Registration Statement, provided, however, that paragraphs (1)(i) and (1)(ii) of this section do not apply if the information required to be included in a post-effective amendment by those paragraphs is contained in reports filed with or furnished to the Commission by the Registrant pursuant to section 13 or Section 15(d) of the Securities Exchange Act of 1934 that are incorporated by reference in the Registration Statement;
(2)
That, for the purpose of determining any liability under the Securities Act of 1933, each such post-effective amendment shall be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initialbona fide offering thereof;
(3)
To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering; and
(4)
That, for the purpose of determining liability of the Registrant under the Securities Act of 1933, each filing of the Registrant’s annual report pursuant to section 13(a) or 15(d) of the Securities Exchange Act of 1934 (and where applicable, each filing of an employee benefit plan’s annual report pursuant to Section 15(d) of the Securities Exchange Act of 1934) that is incorporated by reference in the Registration Statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.
(5)
Insofar as indemnification for liabilities arising under the Securities Act of 1933, as amended, may be permitted to directors, officers and controlling persons of the Registrant pursuant to the foregoing provisions, or otherwise, the Registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in such Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the Registrant of expenses incurred or paid by a director, officer or controlling person of the Registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the Registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in such Act and will be governed by the final adjudication of such issue.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Miami, Florida on January 9, 2014.
| OMEGA COMMERCIAL FINANCE CORP. |
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| By: | /s/ Jon. S. Cummings, IV |
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| Jon S. Cummings, IV Chief Executive Officer |
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Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement has been signed below by the following persons in the capacities listed below and on January 9, 2014
Signature |
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/s/ Jon. S. Cummings, IV |
| Chief Executive Officer (Principal Officer), Chief Financial Officer (Principal Financial and Accounting Officer) and Director |
| January 9, 2014 |
Jon. S. Cummings, IV |
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/s/ Clarence Williams |
| Director |
| January 9, 2014 |
Clarence Williams |
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