Document_and_Entity_Informatio
Document and Entity Information (USD $) | 12 Months Ended | ||
Dec. 31, 2013 | Apr. 14, 2014 | Jun. 30, 2013 | |
Document And Entity Information | ' | ' | ' |
Entity Registrant Name | 'OMEGA COMMERCIAL FINANCE CORP | ' | ' |
Entity Central Index Key | '0000029504 | ' | ' |
Document Type | '10-K | ' | ' |
Document Period End Date | 31-Dec-13 | ' | ' |
Amendment Flag | 'true | ' | ' |
Current Fiscal Year End Date | '--12-31 | ' | ' |
Is Entity a Well-known Seasoned Issuer? | 'No | ' | ' |
Is Entity a Voluntary Filer? | 'No | ' | ' |
Is Entity's Reporting Status Current? | 'Yes | ' | ' |
Entity Filer Category | 'Smaller Reporting Company | ' | ' |
Entity Public Float | ' | ' | $20,190 |
Entity Common Stock, Shares Outstanding | ' | 346,055,482 | ' |
Document Fiscal Period Focus | 'FY | ' | ' |
Document Fiscal Year Focus | '2013 | ' | ' |
Amendment Description | 'The Company is amending the 12/31/13 10-K for changes made by the Company's auditors subsequent to the original filing. | ' | ' |
Consolidated_Balance_Sheets
Consolidated Balance Sheets (USD $) | Dec. 31, 2013 | Dec. 31, 2012 |
CURRENT ASSETS: | ' | ' |
Cash | $28,401 | $111,834 |
Other receivables | 110,000 | 0 |
TOTAL CURRENT ASSETS | 138,401 | 111,834 |
Furniture, fixtures & equipment (net of depreciation) | 422 | 761 |
TOTAL FURNITURE, FIXTURES & EQUIPMENT | 422 | 761 |
Trading securities (net of margin) | 0 | 140,436 |
TOTAL ASSETS | 138,823 | 253,031 |
CURRENT LIABILITIES | ' | ' |
Accounts payable and accrued expenses | 39,293 | 22,746 |
Customer deposits | 9,540 | 185,000 |
Judgments payable | 2,300,948 | 2,300,948 |
Derivative liability | 464,993 | 0 |
Debt issuance costs | -9,031 | 0 |
Convertible debentures payable, net | 73,738 | 0 |
TOTAL CURRENT LIABILITIES | 2,879,482 | 2,508,694 |
STOCKHOLDERS' (DEFICIT) | ' | ' |
Preferred stock receivable | -43,642,694 | 0 |
Options | 4,500,950 | 0 |
Warrants (issued with preferred stock) | 1,546,372 | 0 |
Deferred equity offering costs | -7,508,010 | 0 |
Additional paid in capital | 46,991,772 | 4,068,500 |
Retained (deficit) | -9,360,409 | -6,909,025 |
TOTAL STOCKHOLDERS' (DEFICIT) | -2,740,658 | -2,255,663 |
TOTAL LIABILITIES AND STOCKHOLDERS' (DEFICIT) | 138,823 | 253,031 |
Common Stock | ' | ' |
STOCKHOLDERS' (DEFICIT) | ' | ' |
Common stock | 2,850,362 | 584,862 |
Common Stock To Be Issued | ' | ' |
STOCKHOLDERS' (DEFICIT) | ' | ' |
Common stock | 37,500 | 0 |
Preferred Stock Series A Redeemable | ' | ' |
STOCKHOLDERS' (DEFICIT) | ' | ' |
Preferred stock | 1,359,990 | 0 |
Preferred Stock Series A Redeemable To Be Issued | ' | ' |
STOCKHOLDERS' (DEFICIT) | ' | ' |
Preferred stock | 3,510 | 0 |
Preferred Stock Series C Redeemable | ' | ' |
STOCKHOLDERS' (DEFICIT) | ' | ' |
Preferred stock | 2,500,000 | 0 |
Preferred Stock Series C Redeemable Reserves | ' | ' |
STOCKHOLDERS' (DEFICIT) | ' | ' |
Preferred stock | -2,500,000 | 0 |
Preferred Stock Series D Convertible | ' | ' |
STOCKHOLDERS' (DEFICIT) | ' | ' |
Preferred stock | $500,000 | $0 |
Consolidated_Balance_Sheets_Pa
Consolidated Balance Sheets (Parenthetical) (USD $) | Dec. 31, 2013 | Dec. 31, 2012 |
Margin payables | $0 | $193,457 |
Common Stock | ' | ' |
Common Stock, par value per share | $0.01 | $0.01 |
Common Stock, shares issued | 285,036,150 | 58,486,150 |
Common Stock, shares outstanding | 285,036,150 | 58,486,150 |
Common Stock To Be Issued | ' | ' |
Common Stock, par value per share | $0.01 | $0.01 |
Preferred Stock Series A Redeemable | ' | ' |
Preferred Stock, par value per share | $5 | $5 |
Preferred Stock, shares authorized | 5,000,000 | 5,000,000 |
Preferred Stock, shares issued | 271,998 | 0 |
Preferred Stock, shares outstanding | 271,998 | 0 |
Preferred Stock Series A Redeemable To Be Issued | ' | ' |
Preferred Stock, par value per share | $5 | $5 |
Preferred Stock Series C Redeemable | ' | ' |
Preferred Stock, par value per share | $5 | $5 |
Preferred Stock, shares authorized | 500,000 | 500,000 |
Preferred Stock, shares issued | 500,000 | 0 |
Preferred Stock, shares outstanding | 500,000 | 0 |
Preferred Stock Series C Redeemable Reserves | ' | ' |
Preferred Stock, par value per share | $5 | $5 |
Preferred Stock Series D Convertible | ' | ' |
Preferred Stock, par value per share | $5 | $5 |
Preferred Stock, shares authorized | 500,000 | 500,000 |
Preferred Stock, shares issued | 100,000 | 0 |
Preferred Stock, shares outstanding | 100,000 | 0 |
Consolidated_Statements_of_Ope
Consolidated Statements of Operations (USD $) | 12 Months Ended | |
Dec. 31, 2013 | Dec. 31, 2012 | |
REVENUES: | ' | ' |
Sales | $405,265 | $258,803 |
Cost of sales | -168,692 | -1,053,528 |
Gross profit (loss) | 236,573 | -794,725 |
EXPENSES: | ' | ' |
Depreciation | 339 | 255 |
Auto | 9,328 | 6,487 |
Commissions | 532,412 | 0 |
Compensation | 101,320 | 77,314 |
Shares received in exchange for services from officer | 0 | 510,000 |
Stock issued for services provided | 1,406,600 | 0 |
Professional fees | 126,235 | 111,932 |
Directors' fees | 0 | 3,000 |
Dues and subscriptions | 8,532 | 12,218 |
Rent | 8,394 | 8,811 |
Other selling, general and administrative expenses | 119,279 | 90,558 |
Total expenses | 2,312,438 | 820,320 |
Income (loss) from operations | -2,075,866 | -1,615,045 |
Other income/expense | ' | ' |
Interest income | 3,765 | 2 |
Gain (loss) on sale of securities | -24,352 | 5 |
Unrealized loss on securities | 0 | -8,427 |
Interest expense | -75,994 | -946 |
Loss on deposit | -50,000 | -32,500 |
Beneficial conversion feature | -627,112 | 0 |
Fair value adjustment of derivative liabilities | 378,175 | 0 |
Total other income/expense | -395,518 | -41,866 |
NET (LOSS) | ($2,471,384) | ($1,656,911) |
Basic and fully diluted net (loss) per common share: | ($0.04) | ($0.03) |
Weighted average common shares outstanding | 58,880,703 | 51,186,025 |
Consolidated_Statement_of_Stoc
Consolidated Statement of Stockholders' (Deficit) (USD $) | Common Stock | Common Stock To Be Issued | Preferred Stock | Preferred Stock To Be Issued | Preferred Stock Reserves | Preferred Stock Receivable | Deferred Equity Offering Cost | Warrant | Options | Additional Paid-In Capital | Retained (Deficit) | Total |
Beginning balance, value at Dec. 31, 2011 | $438,859 | ' | ' | ' | ' | ' | ' | ' | ' | $2,507,473 | ($5,252,114) | ($2,305,782) |
Beginning balance, shares at Dec. 31, 2011 | 43,885,900 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Retirement of stock by officer and returned to treasury, value | -130,000 | ' | ' | ' | ' | ' | ' | ' | ' | 130,000 | ' | 0 |
Retirement of stock by officer and returned to treasury, shares | -13,000,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Issuance of common shares for services, value | 96,003 | ' | ' | ' | ' | ' | ' | ' | ' | 751,027 | ' | 847,030 |
Issuance of common shares for services, shares | 9,600,250 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Issuance of common shares to officer, value | 80,000 | ' | ' | ' | ' | ' | ' | ' | ' | 430,000 | ' | 510,000 |
Issuance of common shares to officer, shares | 8,000,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Issuance of common shares to subsidiaries, value | 100,000 | ' | ' | ' | ' | ' | ' | ' | ' | -100,000 | ' | 0 |
Issuance of common shares to subsidiaries, shares | 10,000,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Cash contribution | ' | ' | ' | ' | ' | ' | ' | ' | ' | 350,000 | ' | 350,000 |
Net (loss) | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | -1,656,911 | -1,656,911 |
Ending balance, value at Dec. 31, 2012 | 584,862 | ' | ' | ' | ' | ' | ' | ' | ' | 4,068,500 | -6,909,025 | -2,255,663 |
Ending balance, shares at Dec. 31, 2012 | 58,486,150 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Shares issued for deposit, value | 3,000 | ' | ' | ' | ' | ' | ' | ' | ' | 27,000 | ' | 30,000 |
Shares issued for deposit, shares | 300,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Issuance of common shares for services, value | 262,500 | ' | ' | ' | ' | ' | -2,357,060 | ' | ' | 3,032,960 | ' | 938,400 |
Issuance of common shares for services, shares | 26,250,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Issuance of common shares, value | 500,000 | 37,500 | ' | ' | ' | ' | -650,000 | ' | ' | 3,587,500 | ' | 3,475,000 |
Issuance of common shares, shares | 50,000,000 | 3,750,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Issuance of common shares to subsidiaries, value | 1,500,000 | ' | ' | ' | ' | ' | ' | ' | ' | -1,500,000 | ' | 0 |
Issuance of common shares to subsidiaries, shares | 150,000,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Warrants issued for services | ' | ' | ' | ' | ' | ' | ' | 1,546,372 | ' | -1,518,872 | ' | 27,500 |
Options issued for financing arrangement | ' | ' | ' | ' | ' | ' | -4,500,950 | ' | 4,500,950 | ' | ' | 0 |
Convertible preferred stock issued, value | ' | ' | 4,359,990 | 3,510 | -2,500,000 | ' | ' | ' | ' | 39,279,709 | ' | 41,143,209 |
Convertible preferred stock issued, shares | ' | ' | 872,700 | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Cash contribution | ' | ' | ' | ' | ' | ' | ' | ' | ' | 14,975 | ' | 14,975 |
Reclassify preferred stock cash held in trust to subscriptions receivable | ' | ' | ' | ' | ' | -43,642,694 | ' | ' | ' | ' | ' | -43,642,694 |
Net (loss) | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | -2,471,384 | -2,471,384 |
Ending balance, value at Dec. 31, 2013 | $2,850,362 | $37,500 | $4,359,990 | $3,510 | ($2,500,000) | ($43,642,694) | ($7,508,010) | $1,546,372 | $4,500,950 | $46,991,772 | ($9,380,409) | ($2,740,658) |
Ending balance, shares at Dec. 31, 2013 | 285,036,150 | 3,750,000 | 872,700 | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Consolidated_Statements_of_Cas
Consolidated Statements of Cash Flows (USD $) | 12 Months Ended | |
Dec. 31, 2013 | Dec. 31, 2012 | |
Cash flows from operating activities: | ' | ' |
Net income (loss) | ($2,471,384) | ($1,656,911) |
Adjustments to reconcile net (loss) to net cash used in operations: | ' | ' |
Loss on non-cash deposit | 30,000 | 0 |
Amortization of warrants expense | 27,500 | 0 |
Preferred stock Series D commissions | 500,000 | 0 |
Issuance of common shares to officers for services | 0 | 510,000 |
Issuance of common shares for services | 1,406,600 | 847,030 |
Beneficial conversion feature | 627,112 | 0 |
Increase (decrease) in derivative liability | -378,175 | 0 |
Amortization of debt discount | 73,739 | 0 |
Loss (gain) on disposal of trading securities | 24,352 | 0 |
Depreciation | 339 | 255 |
Increase in accounts payable and accrued expenses | 23,347 | 15,249 |
Customer deposits | -175,460 | 185,000 |
Increase in accounts receivable | -110,000 | 0 |
Increase in debt issuance costs | -9,031 | 0 |
NET CASH USED IN OPERATING ACTIVITIES | -431,062 | -99,377 |
Cash flows from investing activities: | ' | ' |
Computer purchase | 0 | -1,016 |
Proceeds from sale of trading securities | 116,084 | -140,436 |
TOTAL INVESTING ACTIVITIES | 116,084 | -141,452 |
Cash flows from financing activities: | ' | ' |
Cash received from convertible debentures | 203,000 | 0 |
Cash contribution | 15,490 | 350,000 |
TOTAL FINANCING ACTIVITIES | 231,546 | 350,000 |
NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS | -83,433 | 109,171 |
Cash and cash equivalents, beginning of period | 111,834 | 2,663 |
Cash and cash equivalents, end of period | $28,401 | $111,834 |
Summary_of_Significant_Account
Summary of Significant Accounting Policies | 12 Months Ended |
Dec. 31, 2013 | |
Accounting Policies [Abstract] | ' |
Summary of Significant Accounting Policies | ' |
NOTE 1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | |
Business organization | |
Omega Commercial Finance Corporation (formerly known as DOL Resources, Inc.) (the “Company”) is a commercial real estate financing company that also provides asset backed lending services located in the Miami, Florida area. The Company was incorporated in the State of Wyoming on November 6, 1973. Since the Reorganization in September 2007, the Company’s business operations, through various subsidiaries, have been directed primarily on offering financing to the real estate markets in the United States. The Company provides financial consulting services for short and medium term loans to borrowers primarily consisting of commercial real estate developers and speculators, business owners, landlords, and owners of core and non-core assets. The Company focus on various alternative commercial real estate financings with an emphasis on loans secured by commercial real estate and also on financing non-core assets, including ground up developments, as well as core assets, including office buildings, multi-family residences, shopping centers, and luxury residential estates. The loans consist of senior debt loans, mezzanine or subordinated loans, preferred equity, and other equity participation financing structures. The Company’s operations are based primarily in Miami Beach, Florida. | |
The Company’s wholly owned subsidiaries include the following: | |
CCRE (“CCRE”), a Florida limited liability company providing second- and third-tier real estate funding as well as partnering in development ventures. | |
Ωmega Capital Street LLC- a Nevada limited liability company which focuses on commercial mortgage-backed securities and by originating CMBS-style loans with proven and standard securitization underwriting criteria. | |
Ωmega CRE Group LLC – a Nevada limited liability company which focuses primarily on originating, investing in, acquiring and managing senior or mezzanine performing commercial real estate mortgage loans. | |
Ωmega Factoring LLC- an Ohio limited liability company focused on products to assist small to medium sized business owners with resolving their short-term working capital needs. | |
Ωmega Venture Capital LLC- an Ohio limited liability company focused on raising, providing and investing venture capital into cutting edge technologies and businesses. | |
Basis of Presentation | |
The accompanying consolidated financial statements are prepared in accordance with Generally Accepted Accounting Principles in the United States of America (“USGAAP”). The consolidated financial statements of the Company include the Company and its subsidiaries. Certain reclassifications to amounts reported in the December 31, 2012 consolidated financial statements have been made to conform to the December 31, 2013 presentation. All material inter-company balances and transactions have been eliminated. | |
Management’s Use of Estimates | |
The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting periods. Actual results could differ from those estimates. | |
Cash and Cash Equivalents | |
For purposes of the Statements of Cash Flows, the Company considers highly liquid investments with an original maturity of three months or less to be cash equivalents. | |
Stock-Based Compensation | |
The Company accounts for stock-based compensation using the fair value method following the guidance set forth in section 718-10 of the FASB Accounting Standards Codification for disclosure about Stock-Based Compensation. This section requires a public entity to measure the cost of employee services received in exchange for an award of equity instruments based on the grant-date fair value of the award (with limited exceptions). That cost will be recognized over the period during which an employee is required to provide service in exchange for the award- the requisite service period (usually the vesting period). No compensation cost is recognized for equity instruments for which employees do not render the requisite service. During the years ended December 31, 2013 and 2012, the Company recorded compensation expense of $0 and $510,000, respectively, based on the fair value of services rendered in exchange for common shares issued to the Company’s officer. | |
The Company accounts for stock awards issued to non-employees in accordance with ASC 505-50, Equity-Based Payments to Non-Employees. The measurement date is the earlier of (1) the date at which a commitment for performance by the counterparty to earn the equity instruments is reached, or (2) the date at which the counterparty's performance is complete. Stock awards granted to non-employees are valued at their respective measurement dates based on the trading price of the Company’s common stock and recognized as expense during the period in which services are provided. | |
As of December 31, 2013 and 2012, the Company recorded $1,406,600 and $847,030 for outside services based on the fair value of services rendered in exchange for common shares, respectively. These approximated the fair value of the shares at the dates of issuances in the opinion of management. The shares issued for outside services as of December 31, 2012 are included in the Cost of sales, as they were issued to vendors directly related to revenue. | |
As of December 31, 2013 and 2012, the Company recorded $500,000 and $0 for commissions paid in exchange for Series D convertible preferred shares, respectively. The parties agreed upon compensation with shares of preferred convertible stock in lieu of an 8% finder’s fee. | |
As of December 31, 2013 and 2012, the Company issued to A.S. Austin Company, under their consulting agreements, warrants to purchase 249,995 and -0- shares of common stock at $.40 per share, respectively. | |
As of December 31 2013 and 2012, 101,258,100 and -0- warrants to purchase shares of common stock were issued in conjunction with the sale of preferred convertible stock | |
As of December 31, 2013, there are 25,641,000 options and 101,508,095 warrants outstanding. | |
Deferred Taxes | |
The Company accounts for income taxes under Section 740-10-30 of the FASB Accounting Standards Codification. Deferred income tax assets and liabilities are determined based upon differences between the financial reporting and tax bases of assets and liabilities and are measured using the enacted tax rates and laws that will be in effect when the differences are expected to reverse. Deferred tax assets are reduced by a valuation allowance to the extent management concludes it is more likely than not that the assets will not be realized. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in the statements of operations in the period that includes the enactment date. | |
Revenue Recognition | |
The Company applies paragraph 605-10-S99-1 of the FASB Accounting Standards Codification for revenue recognition. The Company recognizes revenue when services are realized or realizable and earned less estimated future doubtful accounts. The Company considers revenue realized or realizable and earned when all of the following criteria are met: | |
(i) persuasive evidence of an arrangement exists, | |
(ii) the services have been rendered and all required milestones achieved, | |
(iii) the sales price is fixed or determinable, and | |
(iv) collectability is reasonably assured. | |
Income (Loss) Per Share | |
Net income (loss) per common share is computed pursuant to section 260-10-45 of the FASB Accounting Standards Codification. Basic net income (loss) per share is computed by dividing net income (loss) by the weighted average number of shares of common stock outstanding during the period. If applicable, diluted earnings per share assume the conversion, exercise or issuance of all common stock instruments such as options, warrants and convertible securities, unless the effect is to reduce a loss or increase earnings per share.. Convertible debentures and preferred stock conversions are not considered in the calculations, as the impact of the potential common shares would be to decrease the loss per share. In addition, stock options totaling 25,641,000 shares and warrants associated with performance contracts totaling 101,508,095 shares are excluded as well, as the impact of the potential common shares would be to decrease loss per share. Therefore no diluted loss per share figures are presented. | |
Trading Securities | |
Trading securities was comprised of taxable corporate and government bonds which were purchased. The carrying value of the investment is the market price of the shares at December 31, 2013 and 2012. Any unrealized gain or loss are recorded under other income/(expense) in the accompanying consolidated statements of operations. | |
Risk and Uncertainties | |
The Company is subject to risks common to companies in the service industry, including, but not limited to, litigation, development of new technological innovations and dependence on key personnel. | |
Credit Risk | |
Financial instruments that potentially subject the Company to concentrations of credit risk consist of restricted cash. The Company currently maintains a balance in excess of the federally insured limit set by the FDIC for cash in its Bahamian Restricted cash account, maintained and monitored by its intermediary Elco Securities, Ltd., as part of the Unit Subscription Agreement (the “Agreement”) and Account Management Agreement (“AMA”) into which it entered on September 4, 2013. Because the cash is under control of an intermediary, the funds are recorded as subscription receivable in the Equity section of the financial statements. | |
Commitments and Contingencies | |
The Company follows subtopic 450-20 of the FASB Accounting Standards Codification to report accounting for contingencies. Certain conditions may exist as of the date the financial statements are issued, which may result in a loss to the Company but which will only be resolved when one or more future events occur or fail to occur. The Company assesses such contingent liabilities, and such assessment inherently involves an exercise of judgment. In assessing loss contingencies related to legal proceedings that are pending against the Company or unasserted claims that may result in such proceedings, the Company evaluates the perceived merits of any legal proceedings or unasserted claims as well as the perceived merits of the amount of relief sought or expected to be sought therein. | |
If the assessment of a contingency indicates that it is probable that a material loss has been incurred and the amount of the liability can be estimated, then the estimated liability would be accrued in the Company’s financial statements. If the assessment indicates that a potentially material loss contingency is not probable but is reasonably possible, or is probable but cannot be estimated, then the nature of the contingent liability, and an estimate of the range of possible losses, if determinable and material, would be disclosed. Loss contingencies considered remote are generally not disclosed unless they involve guarantees, in which case the guarantees would be disclosed. Management does not believe, based upon information available at this time that these matters will have a material adverse effect on the Company’s financial position, results of operations or cash flows. However, there is no assurance that such matters will not materially and adversely affect the Company’s business, financial position, and results of operations or cash flows. | |
Related Party Transactions | |
The Company follows subtopic 850-10 of the FASB Accounting Standards Codification for the identification of related parties and disclosure of related party transactions. Pursuant to Section 850-10-20 the Related parties include: | |
a. affiliates of the Company; | |
b. entities for which investments in their equity securities would be required, absent the election of the fair value option under the Fair Value Option Subsection of Section 825–10-15, to be accounted for by the equity method by the investing entity; | |
c. trusts for the benefit of employees, such as pension and profit sharing trusts that are managed by or under the trusteeship of management; | |
d. principal owners of the Company; | |
e. management of the Company; | |
f. other parties with which the Company may deal if one party controls or can significantly influence the management or operating policies of the other to an extent that one of the transacting parties might be prevented from fully pursuing its own separate interests; and | |
g. other parties that can significantly influence the management or operating policies of the transacting parties or that have an ownership interest in one of the transacting parties and can significantly influence the other to an extent that one or more of the transacting parties might be prevented from fully pursuing its own separate interests. | |
The consolidated financial statements shall include disclosures of material related party transactions, other than compensation arrangements, expense allowances, and other similar items in the ordinary course of business. However, disclosure of transactions that are eliminated in the preparation of financial statements is not required in those statements. The disclosures shall include: | |
a. the nature of the relationship(s) involved; | |
b. a description of the transactions, including transactions to which no amounts or nominal amounts were ascribed, for each of the periods for which income statements are presented, and such other information deemed necessary to an understanding of the effects of the transactions on the financial statements; | |
c. the dollar amounts of transactions for each of the periods for which income statements are presented and the effects of any change in the method of establishing the terms from that used in the preceding period; and | |
d. amounts due from or to related parties as of the date of each balance sheet presented and, if not otherwise apparent, the terms and manner of settlement. | |
Fair value of financial instruments | |
The Company measures its financial and non-financial assets and liabilities, as well as makes related disclosures, in accordance with FASB Accounting Standards Codification No. 820, Fair Value Measurement (“ASC 820”), which provides guidance with respect to valuation techniques to be utilized in the determination of fair value of assets and liabilities. Approaches include, (i) the market approach (comparable market prices), (ii) the income approach (present value of future income or cash flow), and (iii) the cost approach (cost to replace the service capacity of an asset or replacement cost). ASC 820 utilizes a fair value hierarchy that prioritizes the inputs to valuation techniques used to measure fair value into three broad levels. The following is a brief description of those three levels: | |
Level 1: Observable inputs such as quoted prices (unadjusted) in active markets for identical assets or liabilities. | |
Level 2: Inputs other than quoted prices that are observable, either directly or indirectly. These include quoted prices for similar assets or liabilities in active markets and quoted prices for identical or similar assets or liabilities in markets that are not active. | |
Level 3: Unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions, such as valuations derived from valuation techniques in which one more significant inputs or significant value drivers are unobservable. | |
Our financial instruments include cash, other receivable, accounts payable and accrued liabilities, customer deposits, judgment payable, convertible debentures payable, debt issuance cost and derivative liabilities. | |
The carrying values of the Company’s cash, other receivable, accounts payable and accrued liabilities, customer deposits, judgment payable, and debt issuance cost approximate their fair value due to their short-term nature. | |
The Company’s convertible debentures payable are measured at amortized cost. | |
The derivative liabilities are stated at their fair value as a level 3 measurement. The Company used a Black-Scholes model to determine the fair values of these derivative liabilities. See Note 3 for the Company’s assumptions used in determining the fair value of these financial instruments. | |
Convertible debentures payable | |
The Company accounts for convertible debentures payable in accordance with the FASB Accounting Standards Codification No. 815, Derivatives and Hedging, since the conversion feature is not indexed to the Company’s stock and can’t be classified in equity. The Company allocates the proceeds received from convertible debentures payable between the liability component and conversion feature component. The conversion feature that is considered embedded derivative liabilities has been recorded at their fair value as its fair value can be separated from the convertible debentures and its conversion is independent of the underlying debentures value. The Company has also recorded the resulting discount on debentures related to the conversion feature and is amortizing the discount using the effective interest rate method over the life of the debt instruments. | |
Derivative liabilities | |
The Company accounts for derivative liabilities in accordance with the FASB Accounting Standards Codification No. 815, Derivatives and Hedging (“ASC 815”). ASC 815 requires companies to recognize all derivative liabilities in the balance sheet at fair value, and marks it to market at each reporting date with the resulting gains or losses shown in the Statement of Operations. | |
Off Balance Sheet Arrangements | |
The Company does not have any off-balance sheet arrangements. | |
Uncertain Tax Positions | |
The Company did not take any uncertain tax positions and had no adjustments to unrecognized income tax liabilities or benefits pursuant to the provisions of Section 740-10-25 for the years ended December 31, 2013 and 2012. | |
Subsequent Events | |
The Company evaluated for subsequent events through the issuance date of the Company’s consolidated financial statements. | |
Recently issued accounting pronouncements: | |
The Company has reviewed all recently issued, but not yet effective, accounting pronouncements up to ASU 2014-05, and does not believe the future adoption of any such pronouncements may be expected to cause a material impact on its financial condition or the results of its operations. |
Other_Receivable
Other Receivable | 12 Months Ended |
Dec. 31, 2013 | |
Receivables [Abstract] | ' |
Other Receivable | ' |
NOTE 2: OTHER RECEIVABLE | |
On January 23, 2013, the Company entered into a Purchase & Option to Purchase Agreement with VFG Securities Incorporated, a California corporation (“VFG Securities”) to acquire 100% of VFG Securities for $750,000 in cash and common stock. Under the terms of this agreement, the Company agreed to pay the shareholders of VFG Securities (1) $125,000 upon the first closing to acquire 17% of the issued and outstanding common stock of VFG (the “First Closing”) and (2) $525,000 in cash (the “Deferred Cash Payment”) plus 1,000,000 shares of the Company’s common stock to acquire the remaining 83% of VFG common stock (the “Second Closing:”). The First Closing and initial $130,000 was paid upon VFG’s filing of a Form BD with the Financial Industries Regulatory Authority (“FINRA”) and at such time the Company received a 17% non-controlling minority ownership stake in VFG Securities and VFG Advisors LLC, a subsidiary of VFG Securities. The Company filed an Application for Approval of Change in Ownership with FINRA pursuant to NASD Rule 1017 and a Form BD, however VFG withdrew itself from the Purchase & Option to Purchase Agreement, and has halted the application process for FINRA approval. The companies dissolved their agreement. VFG cancelled their share issuances representing a 17% non-controlling minority ownership to the Company and agreed to refund $110,000 cash to the Company. This was received in February, 2014. |
Convertible_Debentures
Convertible Debentures | 12 Months Ended | ||||||||||||
Dec. 31, 2013 | |||||||||||||
Debt Disclosure [Abstract] | ' | ||||||||||||
Convertible Debentures | ' | ||||||||||||
NOTE 3. CONVERTIBLE DEBENTURES | |||||||||||||
LG Current Year Convertible Notes | |||||||||||||
During the year ended December 31, 2013, the Company entered into note agreements with an unaffiliated investor (LG) for the issuance of convertible promissory notes of $160,500 in the aggregate (together referred to as the “CY Convertible Notes”) as follows: | |||||||||||||
Date of Issuance | Amount | ||||||||||||
28-Jun-13 | $ | 21,500 | |||||||||||
14-Aug-13 | 16,000 | ||||||||||||
23-Aug-13 | 51,000 | ||||||||||||
25-Sep-13 | 21,000 | ||||||||||||
23-Oct-13 | 51,000 | ||||||||||||
Total | $ | 160,500 | |||||||||||
Among other terms, the CY Convertible Notes mature on its nine month anniversary (the “Maturity Date”), unless prepayment of any of the CY Convertible Notes is required in certain events, as called for in the agreement. The CY Convertible Notes of June 28, 2013 and August 14, 2013 are convertible at a conversion price (the “Conversion Price”) for each share of common stock equal to 50% of the average of the lowest two trading prices per share of the Company’s common stock for the ten (10) trading days immediately preceding the date the request for conversion is faxed to the Company. The CY Convertible Notes of August 23, 2013 and September 25, 2013 are convertible at a conversion price (the “Conversion Price”) for each share of common stock equal to 40% of the lowest trading price per share of the Company’s common stock for the ten (10) trading days immediately preceding the date the request for conversion is faxed to the Company. In addition, the CY Convertible Notes provide for adjustments for dividends payable other than in shares of common stock, for reclassification, exchange or substitution of the common stock for another security or securities of the Company or pursuant to a reorganization, merger, consolidation, or sale of assets, where there is a change in control of the Company. | |||||||||||||
The CY Convertible Notes bears interest at eight percent (8%) per annum, payable in cash or shares of our common stock at the Conversion Price. Upon the occurrence of an Event of Default (as defined in the CY Convertible Notes), the Company is required to pay interest to the Holder of each outstanding note at twenty-two percent (22%) per annum and the Holders may at their option declare the CY Convertible Notes, together with all accrued and unpaid interest, to be immediately due and payable. Further terms call for the Company to maintain shares reserved for issuance as stated in the CY Convertible Note. | |||||||||||||
JMJ Current Year Convertible Notes | |||||||||||||
On December 11, 2013, the Company received net proceeds of $50,000 from the JMJ Convertible Note. The note duration is 2 years and its due date is December 10, 2015. Among other terms, the note bears no interest for 90 days and a one-time charge of twelve percent (12%) upon non-payment within the first 90 days. It carries with it a 10% OID. The Company received $50,000 with OID of $5,556 for a total of $55,556. | |||||||||||||
Date of Issuance | Amount | ||||||||||||
11-Dec-13 | 55,556 | ||||||||||||
Total | $ | 55,556 | |||||||||||
We received net proceeds from the CY Convertible Notes of $103,000 after debt issuance costs of $7,500 paid for lender fees. We received net proceeds from the JMJ Convertible Note of $50,000 after debt issuance costs of $5,556 paid for lender fees. These debt issuance costs will be amortized over the terms of the respective notes over or such shorter period or periods as the notes may be outstanding. Accordingly, as notes are converted to common stock prior to their expiration date, the amount of debt issuance costs attributable to the amounts converted will be accelerated and expensed as of the applicable conversion dates. For the year ended December 31, 2013, $4,170 of these costs has been expensed as debt issuance costs. | |||||||||||||
Convertible | Gross | Net | Debt | Amortization of | |||||||||
Debentures: | Proceeds | Proceeds | Issuance | Debt Issuance | |||||||||
Date of Issuance | from | from | Costs from | Costs at | |||||||||
Convertible | Convertible | Convertible | December 31, | ||||||||||
Debentures | Debentures | Debentures | 2013 | ||||||||||
28-Jun-13 | $ | 21,500 | $ | 18,000 | $ | 3,500 | $ | 2,412 | |||||
14-Aug-13 | 16,000 | 15,000 | 1,000 | 515 | |||||||||
23-Aug-13 | 51,000 | 50,000 | 1,000 | 482 | |||||||||
25-Sep-13 | 21,000 | 20,000 | 1,000 | 360 | |||||||||
23-Oct-13 | 51,000 | 50,000 | 1,000 | 256 | |||||||||
11-Dec-13 | 55,556 | 50,000 | 5,556 | 145 | |||||||||
Total | $ | 216,056 | $ | 203,000 | $ | 13,056 | $ | 4,170 | |||||
We have determined that the conversion feature of the CY Convertible Notes represents an embedded derivative since the CY Convertible Note is convertible into a variable number of shares upon conversion. Accordingly, the CY Convertible Notes are not considered to be conventional debt under EITF 00-19 and the embedded conversion feature must be bifurcated from the debt host and accounted for as a derivative liability. The Company believes that the aforementioned embedded derivatives meet the criteria of ASC 815 (formerly SFAS 133 and EITF 00-19), and should be accounted separately as derivatives with a corresponding value recorded as a liability. Accordingly, the fair value of these derivative instruments have been recorded as a liability on the consolidated balance sheet with the corresponding amount recorded as a discount to the CY Convertible Notes. Such discount will be accreted from the date of issuance to the maturity dates of the CY Convertible Notes. The change in the fair value of the liability for derivative contracts will be credited to other income (expense) in the consolidated statements of operations at the end of each quarter. The $216,056 face amount of the Convertible Notes were stripped of its conversion feature due to the accounting for the conversion feature as a derivative, which was recorded using the residual proceeds to the conversion option attributed to the debt. The beneficial conversion feature (an embedded derivative) included in the CY Convertible Notes resulted in an initial debt discount of $216,056 and an initial loss on the valuation of derivative liabilities of $627,112 for a derivative liability balance of $843,168 at issuance. | |||||||||||||
The fair values of the CY Convertible Notes were calculated at issue date utilizing the following assumptions: | |||||||||||||
Issuance Date | Fair Value | Term | Assumed | Market Price on | Volatility | Interest Rate | |||||||
Conversion | Issue Date | Percentage | |||||||||||
Price | |||||||||||||
6/28/13 | $46,668 | 9 months | $0.02 | $0.04 | 703% | 0.39% | |||||||
8/14/13 | 59,949 | 9 months | 0.00395 | 0.0149 | 570% | 0.39% | |||||||
8/23/13 | 189,695 | 9 months | 0.0041 | 0.0062 | 574% | 0.39% | |||||||
9/25/13 | 111,000 | 9 months | 0.0014 | 0.0075 | 589% | 0.39% | |||||||
10/23/13 | 269,571 | 9 months | 0.0074 | 0.052 | 570% | 0.39% | |||||||
12/11/13 | 166,285 | 2 years | 0.0071 | 0.0214 | 429% | 0.39% | |||||||
At December 31, 2013, the Company revalued the derivative liability balance of the Convertible Notes, the change in the derivative liability decreased by $378,175. | |||||||||||||
The fair value of the Convertible Note was calculated at December 31, 2013 utilizing the following assumptions: | |||||||||||||
Fair Value | Term | Assumed | Volatility | Interest Rate | |||||||||
Conversion | Percentage | ||||||||||||
Price | |||||||||||||
$464,993 | variable | $0.003/$.00375 | 590% | 0.39% | |||||||||
Accounts_Payable_and_Accrued_L
Accounts Payable and Accrued Liabilities | 12 Months Ended |
Dec. 31, 2013 | |
Payables and Accruals [Abstract] | ' |
Accounts Payable and Accrued Liabilities | ' |
NOTE 4. ACCOUNTS PAYABLE and ACCRUED LIABILITIES | |
As of December 31, 2013 and 2012, the Company has outstanding $39,293 and $22,746 in Accounts payable and accrued liabilities relating to operational expenses and legal fees, respectively. |
Customer_Deposits
Customer Deposits | 12 Months Ended |
Dec. 31, 2013 | |
Other Liabilities Disclosure [Abstract] | ' |
Customer Deposits | ' |
NOTE 5. CUSTOMER DEPOSITS | |
As of December 31, 2013 and 2012, the Company had outstanding Customer deposit balances of $9,540 and $185,000, respectively. This remaining balance of $9,540 as of December 31, 2013 will be refunded to the customer at $1,000 per month, as agreed upon between the parties. |
Stockholders_Equity_Deficit
Stockholders' Equity (Deficit) | 12 Months Ended | |||||||||||||||||||
Dec. 31, 2013 | ||||||||||||||||||||
Equity [Abstract] | ' | |||||||||||||||||||
Stockholders' Equity | ' | |||||||||||||||||||
NOTE 6 STOCKHOLDERS’ EQUITY (DEFICIT) | ||||||||||||||||||||
Capital Stock | ||||||||||||||||||||
During the year ended December 31, 2012, the Company issued 2,000,000 shares of common stock to an unrelated party for consulting services. The Company valued the transaction at $.02/share, or $40,000, the then current value of the shares which approximated value of services. | ||||||||||||||||||||
During the year ended December 31, 2012, the Company issued 3,000,000 shares of common stock to an officer of the Company for services rendered. The Company valued the transaction at $.02/share, or $60,000, the then current value of the shares which approximated value of services. | ||||||||||||||||||||
On October 15, 2012, our Board of Directors authorized 5,000,000 shares of Series A Redeemable Cumulative Preferred Stock with a redemption obligation of 5 years and bearing dividend rates of 7.50%, originally reported in our Form 8-K filed on October 15, 2012. | ||||||||||||||||||||
On October 22, 2012, the Company issued 3,500,000 shares of common stock to a partner in Gardens VE for consulting services rendered. The Company valued the transaction at $.09/share or $315,000, the then current value of the shares which approximated value of services. | ||||||||||||||||||||
On October 22, 2012, the Company issued 5,000,000 shares of common stock to an officer of the Company in exchange for $450,000 in services rendered ($.09/share), the then current value of the shares which approximated value of services. | ||||||||||||||||||||
On October 22, 2012, the Company issued 5,000,000 shares of restricted common stock to Omega CRE Group, LLC, its subsidiary. No expense has been recorded. All transaction values have been eliminated in consolidation. | ||||||||||||||||||||
On October 22, 2012, the Company issued 5,000,000 shares of restricted common stock to Omega Capital Street, its subsidiary. No expense has been recorded. All transaction values have been eliminated in consolidation. | ||||||||||||||||||||
On October 22, 2012, the Company issued 3,000,000 of restricted common stock to an unrelated party in exchange for commercial real estate advisory services valued at $360,000 ($.12/share) , the then current value of the shares which approximated value of services, | ||||||||||||||||||||
On November 1, 2012, the Company issued 75,000 shares of restricted common stock to a member of the board of directors for services rendered, valued at $9,000 ($.12/share), the then current value of the shares which approximated value of services. | ||||||||||||||||||||
On November 1, 2012, the Company issued 500,000 shares of restricted common stock to unrelated parties in exchange for commercial real estate advisory services, valued at $60,000 ($.12/share), the then current value of the shares which approximated value of services. | ||||||||||||||||||||
On November 1, 2012, the Company issued 25,250 shares of restricted common stock to an unrelated party for investor relations services valued at $3,030 ($.12/share), the then current value of the shares which approximated value of services. | ||||||||||||||||||||
On November 1, 2012, the Company issued 500,000 shares of restricted common stock to an unrelated party for business development and commercial real estate advisory services, valued at $60,000 ($.12/share), the then current value of the shares which approximated value of services. | ||||||||||||||||||||
The Company is currently authorized to issue unlimited common shares at $.01 par value per share and 10,000,000 preferred shares, initially designated at $5.00 par value. | ||||||||||||||||||||
During the three months ended September 30, 2012, an officer of the Company returned for retirement 13,000,000 shares of the 15,000,000 shares of Company’s common stock previously issued to such officer. | ||||||||||||||||||||
Effective on January 8, 2013, the Company amended its Articles of Incorporation to increase to unlimited the number of authorized shares of its common stock. | ||||||||||||||||||||
On March 27, 2013, the Company’s Board of Directors amended the designations, terms, powers, preferences and rights of the Series A Redeemable Cumulative Preferred Stock as originally reported in its Form 8-K filed on October 15, 2012. The amendment decreased the dividend rate to 4.50% and shortened the redemption obligation to 3 years. | ||||||||||||||||||||
In February, 2013, the Company issued 300,000 shares of its common stock as a deposit to secure the purchase of the building and property at 983 Washington, Miami, Florida. The Company recorded as other asset $30,000 of $.10 per share, the value of the stock which approximated the value of the required deposit. This agreement has expired and the deposit forfeit. The Company has recorded an expense of $30,000 as loss on deposit during the year ended December 31, 2013. | ||||||||||||||||||||
In March 2013, the Company issued 850,000 shares of common stock to A.S. Austin for marketing services and recorded an expense of $93,500 or $.11 per share, the value of the stock which approximated the value of services. | ||||||||||||||||||||
In March 2013, the Company issued 150,000 shares of restricted common stock to NewsUSA for marketing services and recorded an expense of $16,500 or $.11 per share, the value of the stock which approximated the value of services. | ||||||||||||||||||||
In March, 2013, the Company issued 13,400,000 shares of common stock to Lambert as part of the Standby Purchase Agreement (See Note 14) and recorded the cost of $2,357,060 or $.1759 per share to deferred equity offering costs, a contra equity account. | ||||||||||||||||||||
In March, 2013, the Company issued 2,000,000 shares of common stock to Stephen Hand as collateral for the TD bank loan repurchase and recorded an expense of $351,800 or $.1759 per share, the value of the stock which approximated the value of services. These shares were voided and cancelled on June 27, 2013. | ||||||||||||||||||||
In March, 2013, the Company issued 100,000,000 shares of restricted common stock as a reserve. As of the date of this filing, the shares have been cancelled and retired. | ||||||||||||||||||||
On April 5, 2013, the Company entered into a Research Services Agreement (the “Agreement”) with Grass Roots Research and Distribution, Inc. (“GRRD”) for a 30-day research project. For these services, the Company issued 500,000 shares of restricted stock to GRRD with anti-dilution rights which expire at the conclusion of the contract. The Company recorded an expense of $40,000 or $.08 per share, the value of the stock which approximated the value of services. | ||||||||||||||||||||
On April 22, 2013, the Company issued 500,000 shares of restricted stock to La Postal for services rendered in furtherance of the agreements in process. The Company recorded an expense of $40,000 or $.08 per share, the value of the stock which approximated the value of services. | ||||||||||||||||||||
On May 1, 2013, the Company issued 100,000 shares of restricted stock to Grass Roots, as part of the contract executed in April, 2013. The Company recorded an expense of $10,000 or $.10 per share, the value of the stock which approximated the value of services. | ||||||||||||||||||||
On May 1, 2013, the Company issued 3,000,000 shares to A. Austin, in compliance with their consulting contract terms. The Company recorded an expense of $300,000 or $.10 per share, the value of the stock which approximated the value of services. | ||||||||||||||||||||
On May 9, 2013, the Company issued T. Buxton 1,500,000 shares of restricted stock for services rendered. The Company recorded an expense of $150,000 or $.10 per share, the value of the stock which approximated the value of services. | ||||||||||||||||||||
On May 9, 2013, the Company issued Global Discovery 1,250,000 shares of restricted stock for services rendered. The Company recorded an expense of $125,000 or $.10 per share, the value of the stock which approximated the value of services. | ||||||||||||||||||||
On May 31, 2013, the Company issued 150,000,000 shares to its subsidiary, Omega Capital Street, in anticipation of share exchange agreements to be executed. The Company recorded the transaction at par value with no expense associated. | ||||||||||||||||||||
On June 3, 2013, the Company issued Lambert 10,000,000 shares under the Standby Share Agreement. The Company recorded $650,000 as Deferred equity offering costs, a contra equity account. | ||||||||||||||||||||
On June 27, 2013, the Company issued its attorneys 500,000 shares of restricted stock in exchange for services. The Company recorded the stock issuance at the value of the stock which approximated the value of services in the amount of $6,800. | ||||||||||||||||||||
On July 3, 2013, the Company issued 3,000,000 shares of common stock to two contractors in exchange for services. The Company recorded an expense of $102,000 or $.034 per share, the value of the stock which approximated the value of services. | ||||||||||||||||||||
On July 10, 2013, the Company issued 7,000,000 shares of common stock to two consultants in exchange for services. The Company recorded an expense of $238,000 or $.034 per share, the value of the stock which approximated the value of services. | ||||||||||||||||||||
On July 12, 2013, the Company issued 2,500,000 shares of stock to a consultant in exchange for services. The Company recorded an expense of $92,500 or $.037 per share, the value of the stock which approximated the value of services. | ||||||||||||||||||||
On September 4, 2013, the Company sold 30,000,000 shares of common stock to three foreign investors under the DPO filing at $.10 per share or $3,000,000, as per the DPO. The Company has appointed Elco Securities, Ltd. as intermediary to monitor and distribute shares to the investors in accordance with the cash disbursements. The offering was completed and the funds wired into the Company’s offshore restricted Bahamian Cash account. The funds will become available for use by the Company when it meets the terms and conditions set forth in the DPO, and the dollar equivalent in free trading common stock will be delivered to the investors at the market price of the common stock on the day the funds are requested. This Restricted cash account is not covered by the FDIC in the United States of America which represents a credit risk. (See Note 6) | ||||||||||||||||||||
On October 29, 2013, the Company issued total 1,500,000 shares of stock to 2 consultants, or 750,000 shares each, in exchange for services. The Company recorded an expense of $44,400 or $.0296 per share, the value of the stock which approximated the value of services. | ||||||||||||||||||||
In December, 2013, the Company accrued an additional 3,750,000 shares of common stock to be issued for PBDC and recorded an expense of $127,500 or $.034 per share, the value of the stock which approximated the value of services. | ||||||||||||||||||||
The Company had 285,036,150 and 58,486,150 shares of common stock issued and outstanding as of December 31, 2013 and 2012, respectively, including 155,000,000 shares issued to Omega Capital Street and 5,000,000 shares issued to Omega CRE Group, LLC, the subsidiaries of the Company, in anticipation of share exchange business combinations and mergers. | ||||||||||||||||||||
PREFERRED STOCK | ||||||||||||||||||||
On September 4, 2013, the Company entered a Unit Subscription Agreement and an Account Management Agreement with nine oversea investors. Under the terms of the Unit Subscription Agreement (the “Agreement”), the Company issued a total of 271,998 newly designated shares of preferred stock, which are convertible to common stock totaling 27,199,800 shares and 101,258,100 common stock warrants to nine investors for a total investment of $40,642,069 with an average Price of $1.42. The common stock warrants have an average exercisable price of $1.42 per common share. Under the Account Management Agreement, investors under the Unit Subscription Agreement and Company have appointed Elco Securities, Ltd. as intermediary to monitor and enforce the Use of Proceeds to ensure that it meets the projected Use of Proceeds as follows: | ||||||||||||||||||||
Offering Breakout Detail | ||||||||||||||||||||
Breakout # | Breakout | Preferred | Common | Cash | Accounting | Account Fee | Cash to | |||||||||||||
Amount | Shares | Shares | Holdback | Fee | Annual | Company | ||||||||||||||
1 | $ | 1,128,946 | 20,700 | 2,070,000 | $ | 128,446 | $ | 250 | $ | 250 | $ | 1,000,000 | ||||||||
2 | $ | 1,128,946 | 18,900 | 1,890,000 | $ | 128,446 | $ | 250 | $ | 250 | $ | 1,000,000 | ||||||||
3 | $ | 1,128,946 | 18,000 | 1,800,000 | $ | 128,446 | $ | 250 | $ | 250 | $ | 1,000,000 | ||||||||
4 | $ | 1,128,946 | 16,200 | 1,620,000 | $ | 128,446 | $ | 250 | $ | 250 | $ | 1,000,000 | ||||||||
5 | $ | 1,128,946 | 15,300 | 1,530,000 | $ | 128,446 | $ | 250 | $ | 250 | $ | 1,000,000 | ||||||||
6 | $ | 1,128,946 | 14,400 | 1,440,000 | $ | 128,446 | $ | 250 | $ | 250 | $ | 1,000,000 | ||||||||
7 | $ | 1,128,946 | 13,500 | 1,350,000 | $ | 128,446 | $ | 250 | $ | 250 | $ | 1,000,000 | ||||||||
8 | $ | 1,128,946 | 11,700 | 1,170,000 | $ | 128,446 | $ | 250 | $ | 250 | $ | 1,000,000 | ||||||||
9 | $ | 1,128,946 | 11,700 | 1,170,000 | $ | 128,446 | $ | 250 | $ | 250 | $ | 1,000,000 | ||||||||
10 | $ | 1,128,946 | 10,800 | 1,080,000 | $ | 128,446 | $ | 250 | $ | 250 | $ | 1,000,000 | ||||||||
11 | $ | 1,128,946 | 9,900 | 990,000 | $ | 128,446 | $ | 250 | $ | 250 | $ | 1,000,000 | ||||||||
12 | $ | 1,128,946 | 9,000 | 900,000 | $ | 128,446 | $ | 250 | $ | 250 | $ | 1,000,000 | ||||||||
13 | $ | 1,128,946 | 8,100 | 810,000 | $ | 128,446 | $ | 250 | $ | 250 | $ | 1,000,000 | ||||||||
14 | $ | 1,128,946 | 8,100 | 810,000 | $ | 128,446 | $ | 250 | $ | 250 | $ | 1,000,000 | ||||||||
15 | $ | 1,128,946 | 7,200 | 720,000 | $ | 128,446 | $ | 250 | $ | 250 | $ | 1,000,000 | ||||||||
16 | $ | 1,128,946 | 7,200 | 720,000 | $ | 128,446 | $ | 250 | $ | 250 | $ | 1,000,000 | ||||||||
17 | $ | 1,128,946 | 6,300 | 630,000 | $ | 128,446 | $ | 250 | $ | 250 | $ | 1,000,000 | ||||||||
18 | $ | 1,128,946 | 6,300 | 630,000 | $ | 128,446 | $ | 250 | $ | 250 | $ | 1,000,000 | ||||||||
19 | $ | 1,128,946 | 5,400 | 540,000 | $ | 128,446 | $ | 250 | $ | 250 | $ | 1,000,000 | ||||||||
20 | $ | 1,128,946 | 5,400 | 540,000 | $ | 128,446 | $ | 250 | $ | 250 | $ | 1,000,000 | ||||||||
21 | $ | 1,128,946 | 4,500 | 450,000 | $ | 128,446 | $ | 250 | $ | 250 | $ | 1,000,000 | ||||||||
22 | $ | 1,128,946 | 4,500 | 450,000 | $ | 128,446 | $ | 250 | $ | 250 | $ | 1,000,000 | ||||||||
23 | $ | 1,128,946 | 4,500 | 450,000 | $ | 128,446 | $ | 250 | $ | 250 | $ | 1,000,000 | ||||||||
24 | $ | 1,128,946 | 3,600 | 360,000 | $ | 128,446 | $ | 250 | $ | 250 | $ | 1,000,000 | ||||||||
25 | $ | 1,128,946 | 3,600 | 360,000 | $ | 128,446 | $ | 250 | $ | 250 | $ | 1,000,000 | ||||||||
26 | $ | 1,128,946 | 3,600 | 360,000 | $ | 128,446 | $ | 250 | $ | 250 | $ | 1,000,000 | ||||||||
27 | $ | 1,128,946 | 3,600 | 360,000 | $ | 128,446 | $ | 250 | $ | 250 | $ | 1,000,000 | ||||||||
28 | $ | 1,128,946 | 2,700 | 270,000 | $ | 128,446 | $ | 250 | $ | 250 | $ | 1,000,000 | ||||||||
29 | $ | 1,128,946 | 2,700 | 270,000 | $ | 128,446 | $ | 250 | $ | 250 | $ | 1,000,000 | ||||||||
30 | $ | 1,128,946 | 2,700 | 270,000 | $ | 128,446 | $ | 250 | $ | 250 | $ | 1,000,000 | ||||||||
31 | $ | 1,128,946 | 2,700 | 270,000 | $ | 128,446 | $ | 250 | $ | 250 | $ | 1,000,000 | ||||||||
32 | $ | 1,128,946 | 2,700 | 270,000 | $ | 128,446 | $ | 250 | $ | 250 | $ | 1,000,000 | ||||||||
33 | $ | 1,128,946 | 1,800 | 180,000 | $ | 128,446 | $ | 250 | $ | 250 | $ | 1,000,000 | ||||||||
34 | $ | 1,128,946 | 1,800 | 180,000 | $ | 128,446 | $ | 250 | $ | 250 | $ | 1,000,000 | ||||||||
35 | $ | 1,128,946 | 1,800 | 180,000 | $ | 128,446 | $ | 250 | $ | 250 | $ | 1,000,000 | ||||||||
36 | $ | 1,128,946 | 1,800 | 180,000 | $ | 128,446 | $ | 250 | $ | 250 | $ | 1,000,000 | ||||||||
Total: | $ | 40,642,069 | 272,700 | 27,270,000 | $ | 4,624,069 | $ | 9,000 | $ | 9,000 | $ | 36,000,000 | ||||||||
Subject to and upon the terms and conditions set forth in the Agreement, at the Closing the Company issued and sold individually and not jointly, to the Investor(s), and the Investor(s), severally and not jointly, purchased from the Company that number of Units consisting of (i) shares of Convertible Preferred Stock (the "Shares"), and, (ii) Warrants to purchase additional Common Shares (the "Warrant") at such prices and in such amounts as are set forth opposite their respective Warrant Series name in Figure 1 hereto, and an expiration date of thirty six (36) months following registration or following final disbursement of capital or sixty (60) from this offering whichever is longer. | ||||||||||||||||||||
Offering Overview | ||||||||||||||||||||
Assumptions | Per Unit | Total Structure | Investment | |||||||||||||||||
Number of | Preferred Price | Price P/Unit | Total Units | Total Unit | ||||||||||||||||
Investors | Per Share | Purchase | ||||||||||||||||||
9 | $149.04 | $45,156.85 | 900 | $40,642,069 | ||||||||||||||||
Preferred | Common | Preferred | Total Preferred | Total Warrant | ||||||||||||||||
Series | Price Per | Shares P/Unit | Shares | Exercise | ||||||||||||||||
Share | ||||||||||||||||||||
A | $1.49 | 303 | 272,700 | $144,062,663 | ||||||||||||||||
Breakouts | Avg. Warrant | Converted | Converted | Investors Equity % | ||||||||||||||||
Price | Common P/Unit | Common Shares | ||||||||||||||||||
36 | $1.42 | 30,300 | 27,270,000 | 40.12% | ||||||||||||||||
Conversion | Common to | Warrants | Total Warrants | Investor Equity | ||||||||||||||||
Rate | Register2 | P/Unit1 | W/Warrants %3 | |||||||||||||||||
100 | 10,350,000 | 112,509 | 101,258,100 | 47.52% | ||||||||||||||||
Payment: | ||||||||||||||||||||
The Investor(s), severally and not jointly, individually purchase that number of Units as is set forth next to their names on the Signature Page and such cost per Unit as specified in Figure 1. In consideration of the sale of these Units, and in reliance on the representations and warranties herein provided by the Company for the benefit of the Investor(s), the Investor(s) deliver their portion of the agreed to Total Unit Purchase (the "Purchase Price") as is set forth in Figure 1 above. Payment of the Purchase Price, of both the Unit Subscription Agreement and the Warrant exercise, has been made to the Company's Restricted Cash Account with the Intermediary as specified in the AMA which will monitor the capital disbursement. | ||||||||||||||||||||
Closing; Deliveries. | ||||||||||||||||||||
(a) The closing of the sale and purchase of the Units under the Agreement (the “Closing”) took place at the offices of the Intermediary, Elco Securities, Ltd. in Abaco, Bahamas. The date of the Closing is hereinafter referred to as the “Closing Date”. Such Closing shall be evidenced by a letter from the Intermediary attesting to the Closing and stating the available capital to the Company in their account (the "Closing Notification"). | ||||||||||||||||||||
(b) At the Closing, the Company delivered, or cause to be delivered, to each of the Investor(s), (i.) certificates evidencing the Convertible Preferred Shares being purchased by such Investor(s) as called for in the Agreement, registered in the name of such Investor(s), against payment to the Company of the Purchase price by such Investor(s), (ii.) the Warrants being purchased by such Investor(s) against payment to the Company of the Purchase Price by such Investor(s), (iii.) a corporate resolution authorizing the offering, closing and submission to the Account Management Agreement and (iv.) an opinion letter stating that the offering is an obligation of the company and that the offering has been completed according to applicable securities regulations. | ||||||||||||||||||||
TERMS AND CONDITIONS OF THE ACCOUNT MANAGEMENT AGREEMENT | ||||||||||||||||||||
The Company entered into an agreement dated September 4, 2013 (the “Account Management Agreement”) with Copperbottom Investments, Ltd., Absentia Holdings, Ltd., Orange Investments, Ltd., Agri-Technologies International, Ltd. and Britannia Securities International, Ltd. and 4 others as the investors (the “Investors”) and Elco Securities, Ltd. as the manager of the transaction (the “Intermediary”), which may provide us with up to $40,626,065 (the “Funds”), which are recorded as subscription receivable in the Equity section of our balance sheet as of December 31, 2013 since the cash is under control of an intermediary. The following are the terms and conditions of the Account Management Agreement: | ||||||||||||||||||||
1. The Funds are being held in an account in the name of Omega Commercial Finance Corporation which is controlled by the Intermediary. Before any of the Funds are released to us, 27,270,000 shares of our common stock issuable upon the exercise of an aggregate of 36 warrants being held by the Intermediary on behalf of the Investors pursuant to the Account Management Agreement must be free trading. | ||||||||||||||||||||
2. There are 36 milestones, or “Breakouts”. The first Breakout requires that the average bid price of our common stock shall be $1.00 per share, and that the average monthly volume shall be 8,000,000 shares. The average bid price requirement for each Breakout increases, so that the 36th Breakout requires that the average bid price be $14.78 per share, and that the average monthly volume be 541,000 shares. Upon reaching each breakout, we shall receive a sum of cash ranging from $1,000,000. The Intermediary shall track the average closing bid price of our common stock (the "Bid") and average daily volume of trading of our common stock (the "Volume") for each trading day within a specified 30 calendar day period. | ||||||||||||||||||||
3. Certain fees and expenses shall be deducted from the Breakout payments before being delivered to us. | ||||||||||||||||||||
In addition to the foregoing conditions, upon the release of the Funds to us there are numerous conditions upon our operations and upon our use of the Funds after we receive the Funds, unless we receive approval from the Investors to forgo any, or all, of the following conditions: | ||||||||||||||||||||
1) We are not permitted to consolidate our common shares without the agreement of the Investors until after the earlier of (i) June 26, 2013 or (ii) after the exercise of certain warrants. | ||||||||||||||||||||
2) We must make available to the public adequate current information about us within the meaning of Rule 144(c), which was promulgated by the Securities and Exchange Commission pursuant to §4(1) of the Securities Act of 1933, as amended. | ||||||||||||||||||||
3) We must be publicly traded on an exchange suitable to the Investors. | ||||||||||||||||||||
4) We are to consolidate our common stock, and restricted from selling, merging or spinning-off more than 5% of our underlying assets for a period of one year following the “completion of capital placement” by the Investors. | ||||||||||||||||||||
5) We may not utilize any funds we receive for any of the following: | ||||||||||||||||||||
a) Leasing vehicles for management, | ||||||||||||||||||||
b) Legal or general and administrative expenses not related to filing all required reports pursuant to section 13 or 15(d) of the Securities Exchange Act of 1934, as amended,, such as registration, SEC compliance and listing requirement, | ||||||||||||||||||||
c) Repayment of management or shareholder loans except as to be approved by the Investors, | ||||||||||||||||||||
d) Past due salaries | ||||||||||||||||||||
e) Settlement of legal liabilities or | ||||||||||||||||||||
f) Severance packages. | ||||||||||||||||||||
In accordance with the terms of the agreement, we have reserved 28,000,000 shares of common stock for issuance upon conversion of the preferred stock. | ||||||||||||||||||||
In accordance with the agreement, 100,000 shares of Series D Convertible preferred stock were issued to the agent as commissions in lieu of 8% commission on the total amount of funds raised and $500,000, the value of the preferred stock at par value was expensed as Commissions. | ||||||||||||||||||||
In accordance with the agreement, 500,000 shares of Series C Convertible Supervoting stock were issued to our President Jon Cummings IV and is being held by the intermediary as a guarantee. The stock will be returned to the Company at the conclusion of the Agreement, and the Company has recorded it as Preferred stock reserves, a contra equity account. | ||||||||||||||||||||
There were 271,998 shares of Series A Preferred Cumulative Convertible stock, 500,000 shares of Series C Preferred Cumulative stock, and 100,000 shares of Series D Convertible preferred stock issued and outstanding as of December 31, 2013. There were no shares of preferred stock issued or outstanding as of December 31, 2012. | ||||||||||||||||||||
As of October 4, 2013, the funds were received and the offshore Bahamian Restricted cash account held a balance of $43,626,690, monitored by Elco Securities, Ltd. Since the funds are maintained by the intermediary, we have recorded these as subscription receivable in the Equity section of our balance sheet. | ||||||||||||||||||||
OPTIONS | ||||||||||||||||||||
As part of the Standby Purchase Agreement with Lambert (See Note 14), the Company granted to Lambert a 5-year Option to Purchase Shares for 25,641,000 shares of our common stock at an exercise price of the lesser of (i) $0.40 per share or (ii) 110% of the lowest daily VWAP for our common stock as reported by Bloomberg during the thirty trading days prior to the date the option is exercised. The options expire March 7, 2018. The Company did not grant any registration rights with respect to any share of common stock issuable upon exercise of the options. The fair values of the options expense was calculated using the Black-Scholes options pricing model at issue date using the following assumptions: | ||||||||||||||||||||
Issuance | Dividend | Fair | Term | Assumed | Market | Volatility | Federal | |||||||||||||
Date | Yield | Value | Conversion | Price on | Percentage | 5 year | ||||||||||||||
Price | Issue Date | Risk-free | ||||||||||||||||||
Interest | ||||||||||||||||||||
Rate | ||||||||||||||||||||
3/8/13 | 0% | 4,500,950 | 5 years | $0.12 | $0.18 | 729% | 0.75% | |||||||||||||
No additional stock options were issued in the years ended December 31, 2013 and 2012. | ||||||||||||||||||||
WARRANTS | ||||||||||||||||||||
As part of the consulting agreement with A.S. Austin Company, Inc., the Company will grant warrants to purchase up to 1,000,000 shares of common stock, to be granted ratably over the term of the agreement on the first day of each calendar month. The Warrants shall be exercisable at any time or from time to time commencing on the grant date at an exercise price of $.40 per share. The Warrants will expire two years from the date of issuance and will be subject to customary stock splits and payable in legal tender. | ||||||||||||||||||||
As of December 31, 2013, the Company issued to A.S. Austin Company 249,995 warrants. | ||||||||||||||||||||
On September 4, 2013, as part of the Unit Exchange Agreement discussed above, 101,258,100 warrants were issued to 9 investors. These warrants expire in 3 years (36 months) and are exercisable at variable amounts, as per the agreements and accompanying warrant certificates. | ||||||||||||||||||||
Stock Warrants and Options | ||||||||||||||||||||
Stock warrants/options outstanding and exercisable on December 31, 2013 are as follows: | ||||||||||||||||||||
Exercise Price per Share | Shares Under | Remaining | ||||||||||||||||||
Option/warrant | Life in Years | |||||||||||||||||||
Outstanding | ||||||||||||||||||||
$0.40 or 110% lowest daily VWAP 30 (Bloomberg) 30 trading days preceding the sale | 25,641,000 | 5 | ||||||||||||||||||
$0.40 | 249,995 | 2 | ||||||||||||||||||
$0.5000 - $7,3927 | 101,258,100 | |||||||||||||||||||
Exercisable | ||||||||||||||||||||
$0.40 or 110% lowest daily VWAP 30 (Bloomberg) 30 trading days preceding the sale | 0 | 5 | ||||||||||||||||||
$0.40 | 249,995 | 2 | ||||||||||||||||||
As of December 31, 2013, 25,641,000 options and 101,508,095 warrants to purchase our common stock have been issued. No warrants have been exercised. | ||||||||||||||||||||
DEFERRED EQUITY OFFERING COSTS | ||||||||||||||||||||
In connection with the Standby Purchase Agreement with Lambert (See Note 14), the Company incurred the following costs through December 31, 2013: (1) stock issued to Lambert (See Note 14) as a commitment fee, fair value of $2,357,060; (2) options issued to Lambert as performance incentive, fair value of $4,500,950. These costs will be charged to additional paid-in-capital (“APIC”) as shares are sold to Lambert. | ||||||||||||||||||||
On June 3, 2013, the Company issued 10,000,000 shares of its common stock to Lambert under the Standby Purchase Agreement and a cost of $650,000 was charged to APIC, valued at the closing price of the stock on the day of stock issuance. | ||||||||||||||||||||
In the event it is determined no additional shares will be sold under the Standby Purchase Agreement, any deferred equity offering costs will be expensed at such time. |
Income_Loss_Per_Share
Income (Loss) Per Share | 12 Months Ended |
Dec. 31, 2013 | |
Earnings Per Share [Abstract] | ' |
Income (Loss) Per Share | ' |
NOTE 7: INCOME (LOSS) PER SHARE | |
Income (loss) per share is computed by dividing the net income (loss) by the weighted average number of common shares outstanding during the period. Diluted income (loss) per share reflects the potential dilution that could occur if securities or other contracts to issue common stock were exercised or converted into common stock or resulted in the issuance of common stock that would then share in the income of the Company, subject to anti-dilution limitations. Stock options and warrants associated with performance contracts totaling 127,149,095 shares are not considered in the calculation as the impact of the potential common shares would be to decrease loss per share. Therefore no diluted loss per share figures is presented. The Company posted losses of ($.04) and ($.03) per basic share for the periods ended December 31, 2013 and 2012, respectively. |
Supplemental_Cash_Flow_Informa
Supplemental Cash Flow Information | 12 Months Ended | |||||
Dec. 31, 2013 | ||||||
Supplemental Cash Flow Elements [Abstract] | ' | |||||
Supplemental Cash Flow Information | ' | |||||
NOTE 8. SUPPLEMENTAL CASH FLOW INFORMATION | ||||||
Supplemental disclosures of cash flow information for the periods ending December 31, 2013 and 2012 are summarized as follows: | ||||||
Cash paid during the periods ending December 31, 2013 and 2012 for interest and income taxes: | ||||||
2013 | 2012 | |||||
Income Taxes | $ | -- | $ | -- | ||
Interest Paid | $ | 2,256 | $ | -- | ||
Segment_Reporting
Segment Reporting | 12 Months Ended |
Dec. 31, 2013 | |
Segment Reporting [Abstract] | ' |
Segment Reporting | ' |
NOTE 9. SEGMENT REPORTING | |
The Company follows paragraph 280 of the FASB Accounting Standards Codification for disclosures about segment reporting. This Statement requires companies to report information about operating segments in interim and annual financial statements. It also requires segment disclosures about products and services, geographic areas, and major customers. The Company determined that it did not have any separately reportable operating segments as of December 31, 2013 and 2012. |
Going_Concern
Going Concern | 12 Months Ended |
Dec. 31, 2013 | |
Going Concern | ' |
Going Concern | ' |
NOTE 10. GOING CONCERN | |
The accompanying consolidated financial statements for the periods ended December 31, 2013 and 2012 have been prepared on a going concern basis, which contemplates the realization of assets and the settlement of liabilities and commitments in the normal course of business. As of December 31, 2013, the Company has negative working capital of $2,741,081 and a retained deficit of ($9,380,409). There can be no assurance that the Company will be able to obtain the substantial additional capital resources necessary to implement its business plan or that any assumptions relating to its business plan will prove to be accurate. The Company is pursuing sources of additional financing and there can be no assurance that any such financing will be available to the Company on commercially reasonable terms, or at all. Any inability to obtain additional financing will have a material adverse effect on the Company, including possibly requiring the Company to cease operations. | |
These factors raise substantial doubt about the ability of the Company to continue as a going concern. The financial statements do not include any adjustments that might result from the outcome of this uncertainty. |
Trading_Securities
Trading Securities | 12 Months Ended |
Dec. 31, 2013 | |
Investments, All Other Investments [Abstract] | ' |
Trading Securities | ' |
NOTE 11. TRADING SECURITIES | |
As of December 31, 2013, the Company held no securities in its margin account and $818 in money market account, which is included in the cash balance of $28,397. As of December 31, 2012, the Company held in its margin account $333,893 in securities and cash and a liability for purchases on margin of ($193,457), with a net total of $140,436. This includes interest received of $2, interest expense of ($946), a gain from the sale of securities of $5, and unrealized losses of ($8,427) on securities held in the margin account as of December 31, 2012, as valued by Level 1 of the fair value Hierarchy defined by Paragraph 820-10-35-37. | |
The Company held no investments or securities as of December 31, 2013. |
Judgments_Payable
Judgments Payable | 12 Months Ended |
Dec. 31, 2013 | |
Commitments and Contingencies Disclosure [Abstract] | ' |
Judgments Payable | ' |
NOTE 12. JUDGMENTS PAYABLE | |
The Company currently has three judgments against it. Included in the accompanying balance sheets at December 31, 2013 and December 31, 2012 is $2,300,948 stemming from the following lawsuits. | |
Sebaco Siete, S.A. v. Omega Realty Partners, LLC, et. al. 11th Judicial Circuit in and for Miami-Dade County, Florida. Case No.: 06-11204 CA 13 FJ. A default judgment against impleader defendants in the amount of $1,564,832 was filed in 2009. | |
Jorge Ramos v. Omega Capital Funding, LLC, et. al. in the circuit court of the 11th Judicial Circuit in and for Miami-Dade County, Florida. Case No.: 07-38288 CA 09. A final summary judgment was filed in 2009 in the amount of $85,000. | |
Luxury Home LLC v. Omega et. al. Case No.: CV2011-004554. A default judgment in the amount of $651,116 was filed in 2012 for a previous year’s claim. |
Related_Party_Transactions
Related Party Transactions | 12 Months Ended |
Dec. 31, 2013 | |
Related Party Transactions [Abstract] | ' |
Related Party Transactions | ' |
NOTE 13 RELATED PARTY TRANSACTIONS | |
During the periods ended December 31, 2013 and 2012, the Company compensated its officer in total amount of $101,320 and $587,314, respectively, of which $101,320 and $77,314 in cash and equivalents, respectively. |
Material_Transactions
Material Transactions | 12 Months Ended |
Dec. 31, 2013 | |
Business Combinations [Abstract] | ' |
Material Transactions | ' |
NOTE 14. MATERIAL TRANSACTIONS | |
EQUITY RESTRUCTURING | |
Effective on January 8, 2013, the Company amended its Articles of Incorporation to increase to unlimited the number of authorized shares of our common stock. | |
On March 27, 2013, the Company’s Board of Directors amended the designations, terms, powers, preferences and rights of the Series A Redeemable Cumulative Preferred Stock as originally reported in its Form 8-K filed on October 15, 2012. The amendment decreased the dividend rate to 4.50% and shortened the redemption obligation to 3 years. | |
TERMINATION OF DUTCHESS INVESTMENT AGREEMENT | |
On March 12, 2012, the Company entered into the Investment Agreement with Dutchess Opportunity Fund, II, LP (“Duchess”). Pursuant to the Investment Agreement, Dutchess committed to purchase up to $25 million of common stock over the course of 36 months. No sales of our common stock were made under this agreement, and the Company terminated this agreement on February 7, 2013. | |
TERMINATION OF ACQUISITION OF USA TAX & INSURANCE SERVICES, INC. and AMERICAN INVESTMENT SERVICES LLC | |
On October 16, 2012, the Company entered into a Definitive Agreement for The Share Exchange & Acquisition of USA Tax & Insurance Services, Inc. (“USTIS”) and American Investment Services LLC (“AIS), (together the “Agreement”), whereby by agreed to purchase all of the outstanding equity and assets of both USTIS and AIS from Stephen Hand for $20 million. In accordance with the Agreement, the Company is required to create and authorize Series B Preferred Stock and conduct a registered offering of these shares to raise funds to pay the purchase price. The initial agreement expired December 15, 2012. The Company entered into amendments to the Agreement, on January 10, 2013 which extended the closing to January 30, 2013, and on January 23, 2013 extending the closing through April 30, 2013. These amendments removed the obligation for creating and selling Series B Preferred Stock in an offering, as well as reduced the purchase price from $20,000,000 to $10,400,000 plus payment of stock compensation as part of a roll-up acquisition strategy. Since the closing did not occur by April 30, 2013, USTIS and AIS can terminate the Agreement and it will become of no further force or effect. This Agreement has been terminated. | |
COMMERCIAL CONTRACT TO PURCHASE PROPERTY | |
On December 13, 2012, the Company entered into a Commercial Contract to purchase 0.15 acres of real estate including a 12,500 sq. ft. professional service building located at 983 Washington Avenue, Miami Beach, Florida 33139 from Club Investment Group, LLC for $11.5 million. In February, 2013, the Company deposited 300,000 shares of common stock valued at $.10 per share or $30,000, the value of the stock which approximated the value of services, into an escrow account. The closing is required to take place no later than February 11, 2013. The Company is currently negotiating with the seller of this property to extend the closing date and the payment terms under the agreement. As of December 31, 2013, the contract has expired. The Company has expensed the $30,000 deposit, paid with 300,000 shares of common stock, as loss on deposit. | |
JOINT VENTURE – GARDENS VE | |
On February 20, 2012, CCRE, a wholly owned subsidiary of Omega Commercial Finance Corp., entered into the Strategic Alliance Agreement (the “Strategic Alliance”) with Gardens VE Limited (Company No. 07071936), a British Company (“Gardens”), and its management, whereby the parties agreed to form a strategic alliance for the acquisition and refurbishment of the La Posta Golf Club & Luxury Hotel. Under the Agreement, Gardens has free and clear, unencumbered title to the fixed assets and issues equal to forty-nine (49%) percent of their ownership interests in Gardens to CCRE in exchange for future fundraising for operating capital and related expenses. CCRE is responsible for the arrangement and contribution of up to but no more than fifty-eight million dollars ($58,000,000 US) over the course of the operation as needed per the budgeted projected cost for the Strategic Alliance but not to exceed 10 years. The principal is responsible for the day-to-day operation for the entire duration of the project as it pertains to the future refurbishment phase and he has currently placed the property under contract with a hard deposit. In addition he is responsible for transferring free and clear with an unencumbered title of fixed assets in order to support future financing for all phases covering the acquisition on through the refurbishment of the property. The termination of the strategic alliance is at the discretion of both parties or upon the completion of the refurbishment and or disposition of the stabilized income-producing asset. Gardens has not completed the acquisition of La Posta and we will continue to work with the principal and general manager to continue our efforts under the Strategic Alliance to raise additional capital to meet our funding obligations to complete this transaction. | |
As of March 27, 2013, an operating agreement addendum (the “Addendum”) was issued by the Company and Gardens whereby CCRE will now own 95% of Gardens in exchange 1,000,000 shares of our unregistered common stock. The principal will retain a 75% profit participating interest pro rata for all mortgages, liens, operating expenses and or encumbrances on Garden’s development/projects. As of December 31, 2013, the agreements are being restructured. | |
JOINT VENTURE – TOWERS | |
On June 27, 2012, CCRE, a wholly owned subsidiary of Omega Commercial Finance Corp., entered into the Strategic Alliance Agreement (the “Strategic Alliance II”) with Towers Real Estate Limited, a British Company (“Towers”), and its management, whereby the parties agreed to form a strategic alliance for the acquisition and construction of the Le Principesse real estate located in Mestre-Venice, Italy. Under the Agreement, Towers has free and clear, unencumbered title to the fixed assets and issues equal to forty-nine (49%) percent of their ownership interests in Towers to CCRE in exchange for future fundraising for operating capital and related expenses. CCRE is responsible for the arrangement and contribution of up to but no more than three hundred seventy five million dollars ($375,000,000 US) over the course of the operation as needed per the budgeted projected cost for the Strategic Alliance. | |
On March 27, 2013, an operating agreement addendum (the “Addendum”) was issued by the Company and Towers whereby the principal in the development agreed to transfer an additional 46% interest in Towers to CCRE, giving CCRE a 95% ownership interest in the capital of Towers in exchange for 1,000,000 shares of the Company’s unregistered common stock. The principal of Towers will retain a 75% profit participating interest pro rata for all mortgages, liens, operating expenses and or encumbrances on Tower’s development/projects. As of December 31, 2013, the agreement is being restructured. | |
ACQUISITION OF VFG SECURITIES INC. AND DISSOLUTION OF AGREEMENT | |
On January 23, 2013, the Company entered into a Purchase & Option to Purchase Agreement with VFG Securities Incorporated, a California corporation (“VFG Securities”) to acquire 100% of VFG Securities for $750,000 in cash and common stock. Under the terms of this agreement, the Company agreed to pay the shareholders of VFG Securities (1) $125,000 upon the first closing to acquire 17% of the issued and outstanding common stock of VFG (the “First Closing”) and (2) $525,000 in cash (the “Deferred Cash Payment”) plus 1,000,000 shares of the Company’s common stock to acquire the remaining 83% of VFG common stock (the “Second Closing:”). The First Closing and initial $130,000 was paid upon VFG’s filing of a Form BD with the Financial Industries Regulatory Authority (“FINRA”) and at such time the Company received a 17% non-controlling minority ownership stake in VFG Securities and VFG Advisors LLC, a subsidiary of VFG Securities. The Second Closing is contingent on obtaining FINRA approval within 90 days of First Closing. In addition, the Purchase Price is subject to VFG Securities achieving gross revenue of at least $3,300,000 during the 12 month period ending on December 31, 2013 (the “Revenue Target”). In the event VFG does not meet its Revenue Target, then the Purchase Price will be reduced pro rata based on a gross revenue target on $3,500,000. In addition, the Second Closing is subject to the Company obtaining errors and omissions insurance for VFG Securities’ operations and other customary conditions of closing. As of the date of this filing, the Company filed an Application for Approval of Change in Ownership with FINRA pursuant to NASD Rule 1017 and a Form BD. As of September 30, 2013, VFG has withdrawn itself from the Purchase & Option to Purchase Agreement, and has halted the application process for FINRA approval. The Company is evaluating its rights under the agreement, if any, to determine if it is entitled to adjust the purchase price for the 17% interest it acquired in VFG Securities or rescind the entire transaction. The Company has recorded the 17% ownership in VFG Securities it acquired at the First Closing in Other Assets as $130,000, the cash price paid. As of December 31, 2013, VFG has withdrawn from the agreement and agreed to refund the Company $110,000. This amount is shown as VEG-receivable on the balance sheet. The Company received the payment in full in February, 2014. | |
EQUITY PURCHASE AGREEMENT - LAMBERT PRIVATE EQUITY LLC | |
On February 8, 2013, the Company entered into a Standby Equity Purchase Agreement (the “Agreement”) with Lambert Private Equity LLC (“Lambert”). The Agreement provides us with an equity line whereby the Company can sell to Lambert, from time to time, our shares of common stock up to an aggregate value of $100 million over a thirty-six month period. Under the terms of the Agreement, once a registration statement becomes effective, the Company will have the right to deliver to Lambert from time to time a “Draw Down Notice” stating the dollar amount of common shares we intend to sell to Lambert, up to a maximum of $100 million. The purchase price of the shares identified in the Draw Down Notice shall be equal to 90% of the lowest daily volume weighted average price of our common stock during the fifteen (15) trading dates following the date of the Draw Down Notice. The Company has the option to specify a floor price for any Draw Down Notice. In the event the shares fall below the floor price, the put will be temporarily suspended. The put will resume if, during the pricing period for that put, the common stock trades above the floor price. The Company has agreed to pay to Lambert a commitment fee of 13,094,014 shares of common stock following execution of the Agreement. In connection with the Agreement, the Company granted to Lambert a 5-year Option to Purchase Shares for 25,641,000 shares of our common stock at an exercise price of the lesser of (i) $0.40 per share or (ii) 110% of the lowest daily VWAP for our common stock as reported by Bloomberg during the thirty trading days prior to the date the option is exercised. The Company intends to use the proceeds from the sale of common stock pursuant to the Agreement to develop and support operations for our commercial real estate financing subsidiaries, Omega Capital Street LLC and Omega CRE Group LLC as well as for general corporate and working capital purposes. The Agreement will not be effective until the date a registration statement is declared effective by the SEC. On March 8, 2013, the Company issued to Lambert 13,400,000 shares of restricted common stock, valued at $2,357,060 or $.1759 per share, the value of the stock which approximated the value of services. On June 3, 2013, the Company issued to Lambert 10,000,000 shares of restricted stock, under this agreement. The Company recorded the value of the stock at the valuation specified in the Standby Purchase Agreement or $650,000 to APIC. | |
LOAN RECEIVABLE PURCHASE AND PROMISSORY NOTE | |
On March 7, 2013, we borrowed $231,500 from Stephen Hand. The promissory note has a maturity date of April 1, 2014 and a stated interest rate of 3.5%. As collateral for the repayment of the loan and in the event of a default hereon, the Company issued to Mr. Hand 2,000,000 shares of common stock and recorded an expense of $351,800 or $.1759 per share, the value of the stock which approximated the value of services. In addition, on March 7, 2013, the Company entered into a repurchase agreement with Mr. Hand whereby he shall purchase from the Company for $4,330,000 a loan receivable which we plan to purchase from TD Bank in the original principle amount of $4,460,000 (the “TD Bank Loan:”). Under the terms of the loan purchase agreement we entered into with TD Bank, we agreed to purchase from TD Bank for $4,330,000 the TD Bank Loan, which purchase required us to deposit $216,500 in an escrow account as a refundable earnest money deposit to be applied to the purchase price after the Company completes a 30-day due diligence review. In the event the Company elects not to close on the purchase after the expiration of the 30-day due diligence period, the above transactions shall be rescinded, ab initio. | |
On May 13, 2013, the Company terminated the contract with TD Bank and has been released from any performance obligation under said contract. The Company is also released from any and all obligations to repay the promissory note dated March 7, 2013, in the principal amount of $231,500. The repurchase agreement dated March 7, 2013 has been terminated and the Company has been released from any and all obligations to perform under said agreement. The Company cancelled the 2,000,000 shares issued to Mr. Hand effective June 27, 2013. |
Income_Taxes
Income Taxes | 12 Months Ended | |||||
Dec. 31, 2013 | ||||||
Income Tax Disclosure [Abstract] | ' | |||||
Income Taxes | ' | |||||
NOTE 15. INCOME TAXES | ||||||
At December 31, 2013, the Company had federal and state net operating loss carry forwards of approximately $3,189,339 that expire in various years through the year 2024. | ||||||
Due to cumulative operating losses, there is no provision for current federal or state income taxes for the periods ended September 30, 2013 and 2012. | ||||||
Deferred income taxes reflect the net tax effects of temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amount used for federal and state income tax purposes. | ||||||
The Company’s deferred tax asset at December 31, 2013 and 2012 consists of net operating loss carry forwards calculated using federal and state effective tax rates equating to approximately $3,189,339 less a valuation allowance in the amount of ($3,189,339). Because of the Company’s lack of earnings history, the deferred tax asset has been fully offset by a valuation allowance. | ||||||
The Company’s total deferred tax asset as of December 31, 2013 and 2012 is as follows: | ||||||
2013 | 2012 | |||||
Net operating loss carry forwards | $ | 3,189,339 | $ | 2,300,000 | ||
Valuation allowance | -3,189,339 | -2,300,000 | ||||
Net deferred tax asset | $ | 0 | $ | 0 | ||
The reconciliation of income taxes computed at the federal and state statutory income tax rate to total income taxes as of December 31, 2013 and 2012 is as follows: | ||||||
2013 | 2012 | |||||
Income tax computed at the federal statutory rate | 34% | 34% | ||||
Valuation allowance | -34% | -34% | ||||
Total deferred tax asset | 0% | 0% | ||||
Lease_Commitments_and_Related_
Lease Commitments and Related Party Transactions | 12 Months Ended |
Dec. 31, 2013 | |
Leases [Abstract] | ' |
Lease Commitments and Related Party Transactions | ' |
NOTE 16. LEASE COMMITMENTS AND RELATED PARTY TRANSACTIONS | |
The Company had a month to month lease at $563 per month with an unrelated landlord. The Company also had a month to month lease for an executive office at $95 per month with an unrelated landlord. Therefore, no future minimum lease commitment exists beyond one year. The Company vacated those premises in December 2013. |
Subsequent_Events
Subsequent Events | 12 Months Ended |
Dec. 31, 2013 | |
Subsequent Events [Abstract] | ' |
Subsequent Events | ' |
NOTE 17. SUBSEQUENT EVENTS | |
On January 3, 2014, OMEGA COMMERCIAL FINANCE CORPORATION, a Wyoming corporation (the “Registrant”), and NUQUEST CAPITAL MATCHPOINT 1 LLC, a Georgia limited liability company (“NuQuest”) entered into (and closed thereon) an Asset Purchase Agreement (the “Agreement”) pursuant to which the Registrant acquired from NuQuest certain assets including its fully operational website portal, its operating business services, and other assets as more particularly described in the Agreement, which agreement is attached hereto as an exhibit to this Form 8-K. | |
In consideration therefor, the Registrant shall issue to NuQuest one million shares of Series G Convertible Preferred Stock with a Par Value of $1.00 per share and convertible into shares of the Registrant’s common stock at the rate of 25-to-1 (the “Series G Preferred”). | |
On January 10, 2014, the Company registered 150,000,000 shares of stock under their ESOP plan filed in an S-8 filing with the SEC JAnuary 14, 2014. | |
On March 10, 2014: (i) Omega Commercial Finance Corporation, a Wyoming corporation (the “Registrant”), by and through its wholly-owned subsidiary, Omega Venture Capital LLC (“OVC”), on the one hand, and (ii) NCM Wireless Inc., a Florida corporation (“NCM”) and Asher Essebag, the majority shareholder of NCM (the “Shareholder”), on the other hand, entered into a Definitive Agreement For A Share Exchange (the “Agreement”) pursuant to which OVC shall acquire from the Shareholder 49% of the outstanding stock of NCM. In exchange therefore, the Registrant shall issue to Shareholder 2 million shares of it restricted common stock (the “Acquired Shares”). The closing of the above share exchange occurred on March 10, 2014. | |
On March 24, 2014 Omega Commercial Finance Corp. (the “Company”) entered into a Purchase & Option to Purchase Agreement with Genève International Corporation, a Texas corporation (“Genève”) to acquire ownership interest in Genève International Corporation for a total of $70,000 in cash (the “Purchase Price”). Under the terms of this agreement, the Company agreed to pay the shareholders of Genève as follows: $16,800 upon the first closing to acquire 24% of the issued and outstanding common stock of Genève (the “First Closing”) and $53,200 in cash (the “Deferred Cash Payment”) to acquire the remaining 74% of Genève common stock (the “Second Closing”). | |
The First Closing an initial $16,800 was payable and upon Genève International Corporation filing a Form BD with the Financial Industries Regulatory Authority (“FINRA”), at such time Omega Commercial Finance Corp received a 24% non-controlling minority ownership stake in Genève International Corporation. The Second Closing is contingent on obtaining FINRA approval for change of ownership. | |
On March 31, 2014: (i) Omega Commercial Finance Corporation, a Wyoming corporation (the “Registrant”), by and through its wholly-owned subsidiary, Omega Venture Capital LLC (“OVC”), on the one hand, and (ii) Trackimo LLC., a Delaware limited liability company (“TRACK”) and Shai Bar Lavi , the Majority Owner of Trackimo (the “Shareholder”), on the other hand, entered into a Definitive Agreement For A Share Exchange (the “Agreement”) pursuant to which OVC acquired from Trackimo twenty percent (20%) of their membership units. In exchange therefore, the Registrant shall issue to Shareholder fifty thousand (50,000) restricted shares of Series B Redeemable Preferred shares with a par Value of $100.00 per share having a value of Five Million Dollars ($5,000,000) (the “Acquired Shares”). The closing of the above share exchange occurred on March 31, 2014. | |
Management has determined that there are no further events subsequent to the balance sheet date that should be disclosed in these financial statements. | |
Accounting_Policies_Policies
Accounting Policies (Policies) | 12 Months Ended |
Dec. 31, 2013 | |
Accounting Policies [Abstract] | ' |
Basis of Presentation | ' |
Basis of Presentation | |
The accompanying consolidated financial statements are prepared in accordance with Generally Accepted Accounting Principles in the United States of America (“USGAAP”). The consolidated financial statements of the Company include the Company and its subsidiaries. Certain reclassifications to amounts reported in the December 31, 2012 consolidated financial statements have been made to conform to the December 31, 2013 presentation. All material inter-company balances and transactions have been eliminated. | |
Management's Use of Estimates | ' |
Management’s Use of Estimates | |
The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting periods. Actual results could differ from those estimates. | |
Cash and Cash Equivalents | ' |
Cash and Cash Equivalents | |
For purposes of the Statements of Cash Flows, the Company considers highly liquid investments with an original maturity of three months or less to be cash equivalents. | |
Stock-Based Compensation | ' |
Stock-Based Compensation | |
The Company accounts for stock-based compensation using the fair value method following the guidance set forth in section 718-10 of the FASB Accounting Standards Codification for disclosure about Stock-Based Compensation. This section requires a public entity to measure the cost of employee services received in exchange for an award of equity instruments based on the grant-date fair value of the award (with limited exceptions). That cost will be recognized over the period during which an employee is required to provide service in exchange for the award- the requisite service period (usually the vesting period). No compensation cost is recognized for equity instruments for which employees do not render the requisite service. | |
The Company accounts for stock awards issued to non-employees in accordance with ASC 505-50, Equity-Based Payments to Non-Employees. The measurement date is the earlier of (1) the date at which a commitment for performance by the counterparty to earn the equity instruments is reached, or (2) the date at which the counterparty's performance is complete. Stock awards granted to non-employees are valued at their respective measurement dates based on the trading price of the Company’s common stock and recognized as expense during the period in which services are provided. | |
Deferred Taxes | ' |
Deferred Taxes | |
The Company accounts for income taxes under Section 740-10-30 of the FASB Accounting Standards Codification. Deferred income tax assets and liabilities are determined based upon differences between the financial reporting and tax bases of assets and liabilities and are measured using the enacted tax rates and laws that will be in effect when the differences are expected to reverse. Deferred tax assets are reduced by a valuation allowance to the extent management concludes it is more likely than not that the assets will not be realized. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in the statements of operations in the period that includes the enactment date. | |
Revenue Recognition | ' |
Revenue Recognition | |
The Company applies paragraph 605-10-S99-1 of the FASB Accounting Standards Codification for revenue recognition. The Company recognizes revenue when services are realized or realizable and earned less estimated future doubtful accounts. The Company considers revenue realized or realizable and earned when all of the following criteria are met: | |
(i) persuasive evidence of an arrangement exists, | |
(ii) the services have been rendered and all required milestones achieved, | |
(iii) the sales price is fixed or determinable, and | |
(iv) collectability is reasonably assured. | |
Income (Loss) Per Share | ' |
Income (Loss) Per Share | |
Net income (loss) per common share is computed pursuant to section 260-10-45 of the FASB Accounting Standards Codification. Basic net income (loss) per share is computed by dividing net income (loss) by the weighted average number of shares of common stock outstanding during the period. If applicable, diluted earnings per share assume the conversion, exercise or issuance of all common stock instruments such as options, warrants and convertible securities, unless the effect is to reduce a loss or increase earnings per share.. Convertible debentures and preferred stock conversions are not considered in the calculations, as the impact of the potential common shares would be to decrease the loss per share. In addition, stock options totaling 25,641,000 shares and warrants associated with performance contracts totaling 101,508,095 shares are excluded as well, as the impact of the potential common shares would be to decrease loss per share. Therefore no diluted loss per share figures are presented. | |
Trading Securities | ' |
Trading Securities | |
Trading securities was comprised of taxable corporate and government bonds which were purchased. The carrying value of the investment is the market price of the shares at December 31, 2013 and 2012. Any unrealized gain or loss are recorded under other income/(expense) in the accompanying consolidated statements of operations. | |
Risk and Uncertainities | ' |
Risk and Uncertainties | |
The Company is subject to risks common to companies in the service industry, including, but not limited to, litigation, development of new technological innovations and dependence on key personnel. | |
Credit Risk | |
Financial instruments that potentially subject the Company to concentrations of credit risk consist of restricted cash. The Company currently maintains a balance in excess of the federally insured limit set by the FDIC for cash in its Bahamian Restricted cash account, maintained and monitored by its intermediary Elco Securities, Ltd., as part of the Unit Subscription Agreement (the “Agreement”) and Account Management Agreement (“AMA”) into which it entered on September 4, 2013. Because the cash is under control of an intermediary, the funds are recorded as Stock receivable in the Equity section of the financial statements. | |
Commitments and Contingencies | ' |
Commitments and Contingencies | |
The Company follows subtopic 450-20 of the FASB Accounting Standards Codification to report accounting for contingencies. Certain conditions may exist as of the date the financial statements are issued, which may result in a loss to the Company but which will only be resolved when one or more future events occur or fail to occur. The Company assesses such contingent liabilities, and such assessment inherently involves an exercise of judgment. In assessing loss contingencies related to legal proceedings that are pending against the Company or unasserted claims that may result in such proceedings, the Company evaluates the perceived merits of any legal proceedings or unasserted claims as well as the perceived merits of the amount of relief sought or expected to be sought therein. | |
If the assessment of a contingency indicates that it is probable that a material loss has been incurred and the amount of the liability can be estimated, then the estimated liability would be accrued in the Company’s financial statements. If the assessment indicates that a potentially material loss contingency is not probable but is reasonably possible, or is probable but cannot be estimated, then the nature of the contingent liability, and an estimate of the range of possible losses, if determinable and material, would be disclosed. Loss contingencies considered remote are generally not disclosed unless they involve guarantees, in which case the guarantees would be disclosed. Management does not believe, based upon information available at this time that these matters will have a material adverse effect on the Company’s financial position, results of operations or cash flows. However, there is no assurance that such matters will not materially and adversely affect the Company’s business, financial position, and results of operations or cash flows. | |
Related Party Transactions | ' |
Related Party Transactions | |
The Company follows subtopic 850-10 of the FASB Accounting Standards Codification for the identification of related parties and disclosure of related party transactions. Pursuant to Section 850-10-20 the Related parties include: | |
a. affiliates of the Company; | |
b. entities for which investments in their equity securities would be required, absent the election of the fair value option under the Fair Value Option Subsection of Section 825–10-15, to be accounted for by the equity method by the investing entity; | |
c. trusts for the benefit of employees, such as pension and profit sharing trusts that are managed by or under the trusteeship of management; | |
d. principal owners of the Company; | |
e. management of the Company; | |
f. other parties with which the Company may deal if one party controls or can significantly influence the management or operating policies of the other to an extent that one of the transacting parties might be prevented from fully pursuing its own separate interests; and | |
g. other parties that can significantly influence the management or operating policies of the transacting parties or that have an ownership interest in one of the transacting parties and can significantly influence the other to an extent that one or more of the transacting parties might be prevented from fully pursuing its own separate interests. | |
The consolidated financial statements shall include disclosures of material related party transactions, other than compensation arrangements, expense allowances, and other similar items in the ordinary course of business. However, disclosure of transactions that are eliminated in the preparation of financial statements is not required in those statements. The disclosures shall include: | |
a. the nature of the relationship(s) involved; | |
b. a description of the transactions, including transactions to which no amounts or nominal amounts were ascribed, for each of the periods for which income statements are presented, and such other information deemed necessary to an understanding of the effects of the transactions on the financial statements; | |
c. the dollar amounts of transactions for each of the periods for which income statements are presented and the effects of any change in the method of establishing the terms from that used in the preceding period; and | |
d. amounts due from or to related parties as of the date of each balance sheet presented and, if not otherwise apparent, the terms and manner of settlement. | |
Fair Value for Financial Assets and Financial Liabilities | ' |
Fair value of financial instruments | |
The Company measures its financial and non-financial assets and liabilities, as well as makes related disclosures, in accordance with FASB Accounting Standards Codification No. 820, Fair Value Measurement (“ASC 820”), which provides guidance with respect to valuation techniques to be utilized in the determination of fair value of assets and liabilities. Approaches include, (i) the market approach (comparable market prices), (ii) the income approach (present value of future income or cash flow), and (iii) the cost approach (cost to replace the service capacity of an asset or replacement cost). ASC 820 utilizes a fair value hierarchy that prioritizes the inputs to valuation techniques used to measure fair value into three broad levels. The following is a brief description of those three levels: | |
Level 1: Observable inputs such as quoted prices (unadjusted) in active markets for identical assets or liabilities. | |
Level 2: Inputs other than quoted prices that are observable, either directly or indirectly. These include quoted prices for similar assets or liabilities in active markets and quoted prices for identical or similar assets or liabilities in markets that are not active. | |
Level 3: Unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions, such as valuations derived from valuation techniques in which one more significant inputs or significant value drivers are unobservable. | |
Our financial instruments include cash, other receivable, accounts payable and accrued liabilities, customer deposits, judgment payable, convertible debentures payable, debt issuance cost and derivative liabilities. | |
The carrying values of the Company’s cash, other receivable, accounts payable and accrued liabilities, customer deposits, judgment payable, and debt issuance cost approximate their fair value due to their short-term nature. | |
The Company’s convertible debentures payable are measured at amortized cost. | |
The derivative liabilities are stated at their fair value as a level 3 measurement. The Company used a Black-Scholes model to determine the fair values of these derivative liabilities. See Note 3 for the Company’s assumptions used in determining the fair value of these financial instruments. | |
Convertible Debentures Payable | ' |
Convertible debentures payable | |
The Company accounts for convertible debentures payable in accordance with the FASB Accounting Standards Codification No. 815, Derivatives and Hedging, since the conversion feature is not indexed to the Company’s stock and can’t be classified in equity. The Company allocates the proceeds received from convertible debentures payable between the liability component and conversion feature component. The conversion feature that is considered embedded derivative liabilities has been recorded at their fair value as its fair value can be separated from the convertible debentures and its conversion is independent of the underlying debentures value. The Company has also recorded the resulting discount on debentures related to the conversion feature and is amortizing the discount using the effective interest rate method over the life of the debt instruments. | |
Derivative Liabilities | ' |
Derivative liabilities | |
The Company accounts for derivative liabilities in accordance with the FASB Accounting Standards Codification No. 815, Derivatives and Hedging (“ASC 815”). ASC 815 requires companies to recognize all derivative liabilities in the balance sheet at fair value, and marks it to market at each reporting date with the resulting gains or losses shown in the Statement of Operations. | |
Recently issued accounting pronouncements | ' |
Recently issued accounting pronouncements: | |
The Company has reviewed all recently issued, but not yet effective, accounting pronouncements up to ASU 2014-05, and does not believe the future adoption of any such pronouncements may be expected to cause a material impact on its financial condition or the results of its operations. |
Convertible_Debentures_Tables
Convertible Debentures (Tables) | 12 Months Ended | ||||||||||||
Dec. 31, 2013 | |||||||||||||
Debt Disclosure [Abstract] | ' | ||||||||||||
Schedule of Fair Value of Convertible Notes | ' | ||||||||||||
Date of Issuance | Amount | ||||||||||||
28-Jun-13 | $ | 21,500 | |||||||||||
14-Aug-13 | 16,000 | ||||||||||||
23-Aug-13 | 51,000 | ||||||||||||
25-Sep-13 | 21,000 | ||||||||||||
23-Oct-13 | 51,000 | ||||||||||||
Total | $ | 160,500 | |||||||||||
Date of Issuance | Amount | ||||||||||||
11-Dec-13 | 55,556 | ||||||||||||
Total | $ | 55,556 | |||||||||||
Convertible | Gross | Net | Debt | Amortization of | |||||||||
Debentures: | Proceeds | Proceeds | Issuance | Debt Issuance | |||||||||
Date of Issuance | from | from | Costs from | Costs at | |||||||||
Convertible | Convertible | Convertible | December 31, | ||||||||||
Debentures | Debentures | Debentures | 2013 | ||||||||||
28-Jun-13 | $ | 21,500 | $ | 18,000 | $ | 3,500 | $ | 2,412 | |||||
14-Aug-13 | 16,000 | 15,000 | 1,000 | 515 | |||||||||
23-Aug-13 | 51,000 | 50,000 | 1,000 | 482 | |||||||||
25-Sep-13 | 21,000 | 20,000 | 1,000 | 360 | |||||||||
23-Oct-13 | 51,000 | 50,000 | 1,000 | 256 | |||||||||
11-Dec-13 | 55,556 | 50,000 | 5,556 | 145 | |||||||||
Total | $ | 216,056 | $ | 203,000 | $ | 13,056 | $ | 4,170 | |||||
Issuance Date | Fair Value | Term | Assumed | Market Price on | Volatility | Interest Rate | |||||||
Conversion | Issue Date | Percentage | |||||||||||
Price | |||||||||||||
6/28/13 | $46,668 | 9 months | $0.02 | $0.04 | 703% | 0.39% | |||||||
8/14/13 | 59,949 | 9 months | 0.00395 | 0.0149 | 570% | 0.39% | |||||||
8/23/13 | 189,695 | 9 months | 0.0041 | 0.0062 | 574% | 0.39% | |||||||
9/25/13 | 111,000 | 9 months | 0.0014 | 0.0075 | 589% | 0.39% | |||||||
10/23/13 | 269,571 | 9 months | 0.0074 | 0.052 | 570% | 0.39% | |||||||
12/11/13 | 166,285 | 2 years | 0.0071 | 0.0214 | 429% | 0.39% | |||||||
Fair Value | Term | Assumed | Volatility | Interest Rate | |||||||||
Conversion | Percentage | ||||||||||||
Price | |||||||||||||
$464,993 | variable | $0.003/$.00375 | 590% | 0.39% | |||||||||
Stockholders_Equity_Tables
Stockholders' Equity (Tables) | 12 Months Ended | |||||||||||||||||||
Dec. 31, 2013 | ||||||||||||||||||||
Equity [Abstract] | ' | |||||||||||||||||||
Schedule of Unit Subscription Agreement | ' | |||||||||||||||||||
Offering Breakout Detail | ||||||||||||||||||||
Breakout # | Breakout | Preferred | Common | Cash | Accounting | Account Fee | Cash to | |||||||||||||
Amount | Shares | Shares | Holdback | Fee | Annual | Company | ||||||||||||||
1 | $ | 1,128,946 | 20,700 | 2,070,000 | $ | 128,446 | $ | 250 | $ | 250 | $ | 1,000,000 | ||||||||
2 | $ | 1,128,946 | 18,900 | 1,890,000 | $ | 128,446 | $ | 250 | $ | 250 | $ | 1,000,000 | ||||||||
3 | $ | 1,128,946 | 18,000 | 1,800,000 | $ | 128,446 | $ | 250 | $ | 250 | $ | 1,000,000 | ||||||||
4 | $ | 1,128,946 | 16,200 | 1,620,000 | $ | 128,446 | $ | 250 | $ | 250 | $ | 1,000,000 | ||||||||
5 | $ | 1,128,946 | 15,300 | 1,530,000 | $ | 128,446 | $ | 250 | $ | 250 | $ | 1,000,000 | ||||||||
6 | $ | 1,128,946 | 14,400 | 1,440,000 | $ | 128,446 | $ | 250 | $ | 250 | $ | 1,000,000 | ||||||||
7 | $ | 1,128,946 | 13,500 | 1,350,000 | $ | 128,446 | $ | 250 | $ | 250 | $ | 1,000,000 | ||||||||
8 | $ | 1,128,946 | 11,700 | 1,170,000 | $ | 128,446 | $ | 250 | $ | 250 | $ | 1,000,000 | ||||||||
9 | $ | 1,128,946 | 11,700 | 1,170,000 | $ | 128,446 | $ | 250 | $ | 250 | $ | 1,000,000 | ||||||||
10 | $ | 1,128,946 | 10,800 | 1,080,000 | $ | 128,446 | $ | 250 | $ | 250 | $ | 1,000,000 | ||||||||
11 | $ | 1,128,946 | 9,900 | 990,000 | $ | 128,446 | $ | 250 | $ | 250 | $ | 1,000,000 | ||||||||
12 | $ | 1,128,946 | 9,000 | 900,000 | $ | 128,446 | $ | 250 | $ | 250 | $ | 1,000,000 | ||||||||
13 | $ | 1,128,946 | 8,100 | 810,000 | $ | 128,446 | $ | 250 | $ | 250 | $ | 1,000,000 | ||||||||
14 | $ | 1,128,946 | 8,100 | 810,000 | $ | 128,446 | $ | 250 | $ | 250 | $ | 1,000,000 | ||||||||
15 | $ | 1,128,946 | 7,200 | 720,000 | $ | 128,446 | $ | 250 | $ | 250 | $ | 1,000,000 | ||||||||
16 | $ | 1,128,946 | 7,200 | 720,000 | $ | 128,446 | $ | 250 | $ | 250 | $ | 1,000,000 | ||||||||
17 | $ | 1,128,946 | 6,300 | 630,000 | $ | 128,446 | $ | 250 | $ | 250 | $ | 1,000,000 | ||||||||
18 | $ | 1,128,946 | 6,300 | 630,000 | $ | 128,446 | $ | 250 | $ | 250 | $ | 1,000,000 | ||||||||
19 | $ | 1,128,946 | 5,400 | 540,000 | $ | 128,446 | $ | 250 | $ | 250 | $ | 1,000,000 | ||||||||
20 | $ | 1,128,946 | 5,400 | 540,000 | $ | 128,446 | $ | 250 | $ | 250 | $ | 1,000,000 | ||||||||
21 | $ | 1,128,946 | 4,500 | 450,000 | $ | 128,446 | $ | 250 | $ | 250 | $ | 1,000,000 | ||||||||
22 | $ | 1,128,946 | 4,500 | 450,000 | $ | 128,446 | $ | 250 | $ | 250 | $ | 1,000,000 | ||||||||
23 | $ | 1,128,946 | 4,500 | 450,000 | $ | 128,446 | $ | 250 | $ | 250 | $ | 1,000,000 | ||||||||
24 | $ | 1,128,946 | 3,600 | 360,000 | $ | 128,446 | $ | 250 | $ | 250 | $ | 1,000,000 | ||||||||
25 | $ | 1,128,946 | 3,600 | 360,000 | $ | 128,446 | $ | 250 | $ | 250 | $ | 1,000,000 | ||||||||
26 | $ | 1,128,946 | 3,600 | 360,000 | $ | 128,446 | $ | 250 | $ | 250 | $ | 1,000,000 | ||||||||
27 | $ | 1,128,946 | 3,600 | 360,000 | $ | 128,446 | $ | 250 | $ | 250 | $ | 1,000,000 | ||||||||
28 | $ | 1,128,946 | 2,700 | 270,000 | $ | 128,446 | $ | 250 | $ | 250 | $ | 1,000,000 | ||||||||
29 | $ | 1,128,946 | 2,700 | 270,000 | $ | 128,446 | $ | 250 | $ | 250 | $ | 1,000,000 | ||||||||
30 | $ | 1,128,946 | 2,700 | 270,000 | $ | 128,446 | $ | 250 | $ | 250 | $ | 1,000,000 | ||||||||
31 | $ | 1,128,946 | 2,700 | 270,000 | $ | 128,446 | $ | 250 | $ | 250 | $ | 1,000,000 | ||||||||
32 | $ | 1,128,946 | 2,700 | 270,000 | $ | 128,446 | $ | 250 | $ | 250 | $ | 1,000,000 | ||||||||
33 | $ | 1,128,946 | 1,800 | 180,000 | $ | 128,446 | $ | 250 | $ | 250 | $ | 1,000,000 | ||||||||
34 | $ | 1,128,946 | 1,800 | 180,000 | $ | 128,446 | $ | 250 | $ | 250 | $ | 1,000,000 | ||||||||
35 | $ | 1,128,946 | 1,800 | 180,000 | $ | 128,446 | $ | 250 | $ | 250 | $ | 1,000,000 | ||||||||
36 | $ | 1,128,946 | 1,800 | 180,000 | $ | 128,446 | $ | 250 | $ | 250 | $ | 1,000,000 | ||||||||
Total: | $ | 40,642,069 | 272,700 | 27,270,000 | $ | 4,624,069 | $ | 9,000 | $ | 9,000 | $ | 36,000,000 | ||||||||
Schedule of Offering Overview | ' | |||||||||||||||||||
Offering Overview | ||||||||||||||||||||
Assumptions | Per Unit | Total Structure | Investment | |||||||||||||||||
Number of | Preferred Price | Price P/Unit | Total Units | Total Unit | ||||||||||||||||
Investors | Per Share | Purchase | ||||||||||||||||||
9 | $149.04 | $45,156.85 | 900 | $40,642,069 | ||||||||||||||||
Preferred | Common | Preferred | Total Preferred | Total Warrant | ||||||||||||||||
Series | Price Per | Shares P/Unit | Shares | Exercise | ||||||||||||||||
Share | ||||||||||||||||||||
A | $1.49 | 303 | 272,700 | $144,062,663 | ||||||||||||||||
Breakouts | Avg. Warrant | Converted | Converted | Investors Equity % | ||||||||||||||||
Price | Common P/Unit | Common Shares | ||||||||||||||||||
36 | $1.42 | 30,300 | 27,270,000 | 40.12% | ||||||||||||||||
Conversion | Common to | Warrants | Total Warrants | Investor Equity | ||||||||||||||||
Rate | Register2 | P/Unit1 | W/Warrants %3 | |||||||||||||||||
100 | 10,350,000 | 112,509 | 101,258,100 | 47.52% | ||||||||||||||||
Schedule of Fair Value Assumptions | ' | |||||||||||||||||||
Issuance | Dividend | Fair | Term | Assumed | Market | Volatility | Federal | |||||||||||||
Date | Yield | Value | Conversion | Price on | Percentage | 5 year | ||||||||||||||
Price | Issue Date | Risk-free | ||||||||||||||||||
Interest | ||||||||||||||||||||
Rate | ||||||||||||||||||||
3/8/13 | 0% | 4,500,950 | 5 years | $0.12 | $0.18 | 729% | 0.75% | |||||||||||||
Schedule of Share-Based Compensation Stock Options and Warrants | ' | |||||||||||||||||||
Exercise Price per Share | Shares Under | Remaining | ||||||||||||||||||
Option/warrant | Life in Years | |||||||||||||||||||
Outstanding | ||||||||||||||||||||
$0.40 or 110% lowest daily VWAP 30 (Bloomberg) 30 trading days preceding the sale | 25,641,000 | 5 | ||||||||||||||||||
$0.40 | 249,995 | 2 | ||||||||||||||||||
$0.5000 - $7,3927 | 101,258,100 | |||||||||||||||||||
Exercisable | ||||||||||||||||||||
$0.40 or 110% lowest daily VWAP 30 (Bloomberg) 30 trading days preceding the sale | 0 | 5 | ||||||||||||||||||
$0.40 | 249,995 | 2 |
Supplemental_Cash_Flow_Informa1
Supplemental Cash Flow Information (Tables) | 12 Months Ended | |||||
Dec. 31, 2013 | ||||||
Supplemental Cash Flow Elements [Abstract] | ' | |||||
Schedule of Cash Flow Supplemental Information | ' | |||||
2013 | 2012 | |||||
Income Taxes | $ | -- | $ | -- | ||
Interest Paid | $ | 2,256 | $ | -- |
Income_Taxes_Tables
Income Taxes (Tables) | 12 Months Ended | |||||
Dec. 31, 2013 | ||||||
Income Tax Disclosure [Abstract] | ' | |||||
Schedule of Deferred Tax Assets | ' | |||||
2013 | 2012 | |||||
Net operating loss carry forwards | $ | 3,189,339 | $ | 2,300,000 | ||
Valuation allowance | -3,189,339 | -2,300,000 | ||||
Net deferred tax asset | $ | 0 | $ | 0 | ||
Schedule of Effective Income Tax Rate Reconciliation | ' | |||||
2013 | 2012 | |||||
Income tax computed at the federal statutory rate | 34% | 34% | ||||
Valuation allowance | -34% | -34% | ||||
Total deferred tax asset | 0% | 0% | ||||
Summary_of_Significant_Account1
Summary of Significant Accounting Policies (Details Narrative) (USD $) | 12 Months Ended | |
Dec. 31, 2013 | Dec. 31, 2012 | |
Accounting Policies [Abstract] | ' | ' |
Warrants issued | 249,995 | 249,995 |
Warrants outstanding, exercise price per share | $0.40 | $0.40 |
Warrants issued in conjunction with sale of preferred convertible stock | 101,258,100 | 0 |
Stock options outstanding | 25,641,000 | ' |
Warrants outstanding | 101,508,095 | ' |
Commissions paid | $500,000 | $0 |
Other_Receivable_Details_Narra
Other Receivable (Details Narrative) (USD $) | 1 Months Ended | 12 Months Ended |
Feb. 28, 2014 | Dec. 31, 2013 | |
Receivables [Abstract] | ' | ' |
Other receivable, description | ' | 'On January 23, 2013, the Company entered into a Purchase & Option to Purchase Agreement with VFG Securities Incorporated, a California corporation to acquire 100% of VFG Securities for $750,000 in cash and common stock. Under the terms of this agreement, the Company agreed to pay the shareholders of VFG Securities (1) $125,000 upon the first closing to acquire 17% of the issued and outstanding common stock of VFG (the "First Closing") and (2) $525,000 in cash (the "Deferred Cash Payment") plus 1,000,000 shares of the Company's common stock to acquire the remaining 83% of VFG common stock (the "Second Closing"). The First Closing and initial $130,000 was paid upon VFG's filing of a Form BD with the Financial Industries Regulatory Authority ("FINRA") and at such time the Company received a 17% non-controlling minority ownership stake in VFG Securities and VFG Advisors LLC, a subsidiary of VFG Securities. The Company filed an Application for Approval of Change in Ownership with FINRA pursuant to NASD Rule 1017 and a Form BD, however VFG withdrew itself from the Purchase & Option to Purchase Agreement, and has halted the application process for FINRA approval. The companies dissolved their agreement. VFG cancelled their share issuances representing a 17% non-controlling minority ownership to the Company and agreed to refund $110,000 cash to the Company. This was received in February, 2014. |
Proceeds from collection of other receivables | $110,000 | ' |
Convertible_Debentures_Details
Convertible Debentures (Details) (USD $) | 12 Months Ended | |
Dec. 31, 2013 | Dec. 31, 2012 | |
Convertible Notes [Line Items] | ' | ' |
Convertible notes, fair value | $464,993 | ' |
Convertible notes, volatility percentage | 590.00% | ' |
Convertible notes, interest rate | 0.39% | ' |
Convertible notes, assumed conversion price, range | '$0.003/$.00375 | ' |
Gross proceeds from convertible debentures | 203,000 | 0 |
Net proceeds from convertible net | 153,000 | ' |
Debt issuance costs from convertible debentures | 13,056 | ' |
Amortization of debt issuance costs | 4,170 | ' |
Derivative liability | 453,949 | ' |
CY Convertible Notes #1 | ' | ' |
Convertible Notes [Line Items] | ' | ' |
Convertible notes, issuance date | 28-Jun-13 | ' |
Convertible notes, fair value | 46,668 | ' |
Convertible notes, term | '0 years 9 months | ' |
Convertible notes, assumed conversion price | $0.02 | ' |
Convertible notes, market price on issue date | $0.04 | ' |
Convertible notes, volatility percentage | 703.00% | ' |
Convertible notes, interest rate | 0.39% | ' |
Gross proceeds from convertible debentures | 21,500 | ' |
Net proceeds from convertible net | 18,000 | ' |
Debt issuance costs from convertible debentures | 3,500 | ' |
Amortization of debt issuance costs | 2,412 | ' |
CY Convertible Notes #2 | ' | ' |
Convertible Notes [Line Items] | ' | ' |
Convertible notes, issuance date | 14-Aug-13 | ' |
Convertible notes, fair value | 59,949 | ' |
Convertible notes, term | '0 years 9 months | ' |
Convertible notes, assumed conversion price | $0.00 | ' |
Convertible notes, market price on issue date | $0.01 | ' |
Convertible notes, volatility percentage | 570.00% | ' |
Convertible notes, interest rate | 0.39% | ' |
Gross proceeds from convertible debentures | 16,000 | ' |
Net proceeds from convertible net | 15,000 | ' |
Debt issuance costs from convertible debentures | 1,000 | ' |
Amortization of debt issuance costs | 515 | ' |
CY Convertible Notes #3 | ' | ' |
Convertible Notes [Line Items] | ' | ' |
Convertible notes, issuance date | 23-Aug-13 | ' |
Convertible notes, fair value | 189,695 | ' |
Convertible notes, term | '0 years 9 months | ' |
Convertible notes, assumed conversion price | $0.00 | ' |
Convertible notes, market price on issue date | $0.01 | ' |
Convertible notes, volatility percentage | 574.00% | ' |
Convertible notes, interest rate | 0.39% | ' |
Gross proceeds from convertible debentures | 51,000 | ' |
Net proceeds from convertible net | 50,000 | ' |
Debt issuance costs from convertible debentures | 1,000 | ' |
Amortization of debt issuance costs | 482 | ' |
CY Convertible Notes #4 | ' | ' |
Convertible Notes [Line Items] | ' | ' |
Convertible notes, issuance date | 25-Sep-13 | ' |
Convertible notes, fair value | 111,000 | ' |
Convertible notes, term | '0 years 9 months | ' |
Convertible notes, assumed conversion price | $0.00 | ' |
Convertible notes, market price on issue date | $0.01 | ' |
Convertible notes, volatility percentage | 589.00% | ' |
Convertible notes, interest rate | 0.39% | ' |
Gross proceeds from convertible debentures | 21,000 | ' |
Net proceeds from convertible net | 20,000 | ' |
Debt issuance costs from convertible debentures | 1,000 | ' |
Amortization of debt issuance costs | 360 | ' |
CY Convertible Notes #5 | ' | ' |
Convertible Notes [Line Items] | ' | ' |
Convertible notes, issuance date | 23-Oct-13 | ' |
Convertible notes, fair value | 269,571 | ' |
Convertible notes, term | '0 years 9 months | ' |
Convertible notes, assumed conversion price | $0.01 | ' |
Convertible notes, market price on issue date | $0.05 | ' |
Convertible notes, volatility percentage | 570.00% | ' |
Convertible notes, interest rate | 0.39% | ' |
Gross proceeds from convertible debentures | 51,000 | ' |
Net proceeds from convertible net | 50,000 | ' |
Debt issuance costs from convertible debentures | 1,000 | ' |
Amortization of debt issuance costs | 256 | ' |
JMJ Convertible Note | ' | ' |
Convertible Notes [Line Items] | ' | ' |
Convertible notes, issuance date | 11-Dec-13 | ' |
Convertible notes, fair value | 166,285 | ' |
Convertible notes, term | '2 years | ' |
Convertible notes, assumed conversion price | $0.01 | ' |
Convertible notes, market price on issue date | $0.02 | ' |
Convertible notes, volatility percentage | 429.00% | ' |
Convertible notes, interest rate | 0.39% | ' |
Gross proceeds from convertible debentures | 55,556 | ' |
Net proceeds from convertible net | 50,000 | ' |
Debt issuance costs from convertible debentures | 5,556 | ' |
Amortization of debt issuance costs | $145 | ' |
Customer_Deposits_Details_Narr
Customer Deposits (Details Narrative) | 12 Months Ended |
Dec. 31, 2013 | |
Other Liabilities Disclosure [Abstract] | ' |
Repayment of customer deposits, terms | 'Balance of $9,540 is being refunded to the customer at $1,000 per month. |
Stockholders_Equity_Deficit_De
Stockholders' Equity (Deficit) (Details 1) (USD $) | Dec. 31, 2013 |
Breakout #1 | ' |
Offering Breakout [Line Items] | ' |
Offering breakout amount | $1,128,946 |
Offering breakout, preferred shares | 20,700 |
Offering breakout, common shares | 2,070,000 |
Offering breakout, cash holdback | 128,446 |
Offering breakout, accounting fee | 250 |
Offering breakout, account fee annual | 250 |
Offering breakout, cash to company | 1,000,000 |
Breakout #2 | ' |
Offering Breakout [Line Items] | ' |
Offering breakout amount | 1,128,946 |
Offering breakout, preferred shares | 18,900 |
Offering breakout, common shares | 1,890,000 |
Offering breakout, cash holdback | 128,446 |
Offering breakout, accounting fee | 250 |
Offering breakout, account fee annual | 250 |
Offering breakout, cash to company | 1,000,000 |
Breakout #3 | ' |
Offering Breakout [Line Items] | ' |
Offering breakout amount | 1,128,946 |
Offering breakout, preferred shares | 18,000 |
Offering breakout, common shares | 1,800,000 |
Offering breakout, cash holdback | 128,446 |
Offering breakout, accounting fee | 250 |
Offering breakout, account fee annual | 250 |
Offering breakout, cash to company | 1,000,000 |
Breakout #4 | ' |
Offering Breakout [Line Items] | ' |
Offering breakout amount | 1,128,946 |
Offering breakout, preferred shares | 16,200 |
Offering breakout, common shares | 1,620,000 |
Offering breakout, cash holdback | 128,446 |
Offering breakout, accounting fee | 250 |
Offering breakout, account fee annual | 250 |
Offering breakout, cash to company | 1,000,000 |
Breakout #5 | ' |
Offering Breakout [Line Items] | ' |
Offering breakout amount | 1,128,946 |
Offering breakout, preferred shares | 15,300 |
Offering breakout, common shares | 1,530,000 |
Offering breakout, cash holdback | 128,446 |
Offering breakout, accounting fee | 250 |
Offering breakout, account fee annual | 250 |
Offering breakout, cash to company | 1,000,000 |
Breakout #6 | ' |
Offering Breakout [Line Items] | ' |
Offering breakout amount | 1,128,946 |
Offering breakout, preferred shares | 14,400 |
Offering breakout, common shares | 1,440,000 |
Offering breakout, cash holdback | 128,446 |
Offering breakout, accounting fee | 250 |
Offering breakout, account fee annual | 250 |
Offering breakout, cash to company | 1,000,000 |
Breakout #7 | ' |
Offering Breakout [Line Items] | ' |
Offering breakout amount | 1,128,946 |
Offering breakout, preferred shares | 13,500 |
Offering breakout, common shares | 1,350,000 |
Offering breakout, cash holdback | 128,446 |
Offering breakout, accounting fee | 250 |
Offering breakout, account fee annual | 250 |
Offering breakout, cash to company | 1,000,000 |
Breakout #8 | ' |
Offering Breakout [Line Items] | ' |
Offering breakout amount | 1,128,946 |
Offering breakout, preferred shares | 11,700 |
Offering breakout, common shares | 1,170,000 |
Offering breakout, cash holdback | 128,446 |
Offering breakout, accounting fee | 250 |
Offering breakout, account fee annual | 250 |
Offering breakout, cash to company | 1,000,000 |
Breakout #9 | ' |
Offering Breakout [Line Items] | ' |
Offering breakout amount | 1,128,946 |
Offering breakout, preferred shares | 11,700 |
Offering breakout, common shares | 1,170,000 |
Offering breakout, cash holdback | 128,446 |
Offering breakout, accounting fee | 250 |
Offering breakout, account fee annual | 250 |
Offering breakout, cash to company | 1,000,000 |
Breakout #10 | ' |
Offering Breakout [Line Items] | ' |
Offering breakout amount | 1,128,946 |
Offering breakout, preferred shares | 10,800 |
Offering breakout, common shares | 1,080,000 |
Offering breakout, cash holdback | 128,446 |
Offering breakout, accounting fee | 250 |
Offering breakout, account fee annual | 250 |
Offering breakout, cash to company | 1,000,000 |
Breakout #11 | ' |
Offering Breakout [Line Items] | ' |
Offering breakout amount | 1,128,946 |
Offering breakout, preferred shares | 9,900 |
Offering breakout, common shares | 990,000 |
Offering breakout, cash holdback | 128,446 |
Offering breakout, accounting fee | 250 |
Offering breakout, account fee annual | 250 |
Offering breakout, cash to company | 1,000,000 |
Breakout #12 | ' |
Offering Breakout [Line Items] | ' |
Offering breakout amount | 1,128,946 |
Offering breakout, preferred shares | 9,000 |
Offering breakout, common shares | 900,000 |
Offering breakout, cash holdback | 128,446 |
Offering breakout, accounting fee | 250 |
Offering breakout, account fee annual | 250 |
Offering breakout, cash to company | 1,000,000 |
Breakout #13 | ' |
Offering Breakout [Line Items] | ' |
Offering breakout amount | 1,128,946 |
Offering breakout, preferred shares | 8,100 |
Offering breakout, common shares | 810,000 |
Offering breakout, cash holdback | 128,446 |
Offering breakout, accounting fee | 250 |
Offering breakout, account fee annual | 250 |
Offering breakout, cash to company | 1,000,000 |
Breakout #14 | ' |
Offering Breakout [Line Items] | ' |
Offering breakout amount | 1,128,946 |
Offering breakout, preferred shares | 8,100 |
Offering breakout, common shares | 810,000 |
Offering breakout, cash holdback | 128,446 |
Offering breakout, accounting fee | 250 |
Offering breakout, account fee annual | 250 |
Offering breakout, cash to company | 1,000,000 |
Breakout #15 | ' |
Offering Breakout [Line Items] | ' |
Offering breakout amount | 1,128,946 |
Offering breakout, preferred shares | 7,200 |
Offering breakout, common shares | 720,000 |
Offering breakout, cash holdback | 128,446 |
Offering breakout, accounting fee | 250 |
Offering breakout, account fee annual | 250 |
Offering breakout, cash to company | 1,000,000 |
Breakout #16 | ' |
Offering Breakout [Line Items] | ' |
Offering breakout amount | 1,128,946 |
Offering breakout, preferred shares | 7,200 |
Offering breakout, common shares | 720,000 |
Offering breakout, cash holdback | 128,446 |
Offering breakout, accounting fee | 250 |
Offering breakout, account fee annual | 250 |
Offering breakout, cash to company | 1,000,000 |
Breakout #17 | ' |
Offering Breakout [Line Items] | ' |
Offering breakout amount | 1,128,946 |
Offering breakout, preferred shares | 6,300 |
Offering breakout, common shares | 630,000 |
Offering breakout, cash holdback | 128,446 |
Offering breakout, accounting fee | 250 |
Offering breakout, account fee annual | 250 |
Offering breakout, cash to company | 1,000,000 |
Breakout #18 | ' |
Offering Breakout [Line Items] | ' |
Offering breakout amount | 1,128,946 |
Offering breakout, preferred shares | 6,300 |
Offering breakout, common shares | 630,000 |
Offering breakout, cash holdback | 128,446 |
Offering breakout, accounting fee | 250 |
Offering breakout, account fee annual | 250 |
Offering breakout, cash to company | 1,000,000 |
Breakout #19 | ' |
Offering Breakout [Line Items] | ' |
Offering breakout amount | 1,128,946 |
Offering breakout, preferred shares | 5,400 |
Offering breakout, common shares | 540,000 |
Offering breakout, cash holdback | 128,446 |
Offering breakout, accounting fee | 250 |
Offering breakout, account fee annual | 250 |
Offering breakout, cash to company | 1,000,000 |
Breakout #20 | ' |
Offering Breakout [Line Items] | ' |
Offering breakout amount | 1,128,946 |
Offering breakout, preferred shares | 5,400 |
Offering breakout, common shares | 540,000 |
Offering breakout, cash holdback | 128,446 |
Offering breakout, accounting fee | 250 |
Offering breakout, account fee annual | 250 |
Offering breakout, cash to company | 1,000,000 |
Breakout #21 | ' |
Offering Breakout [Line Items] | ' |
Offering breakout amount | 1,128,946 |
Offering breakout, preferred shares | 4,500 |
Offering breakout, common shares | 450,000 |
Offering breakout, cash holdback | 128,446 |
Offering breakout, accounting fee | 250 |
Offering breakout, account fee annual | 250 |
Offering breakout, cash to company | 1,000,000 |
Breakout #22 | ' |
Offering Breakout [Line Items] | ' |
Offering breakout amount | 1,128,946 |
Offering breakout, preferred shares | 4,500 |
Offering breakout, common shares | 450,000 |
Offering breakout, cash holdback | 128,446 |
Offering breakout, accounting fee | 250 |
Offering breakout, account fee annual | 250 |
Offering breakout, cash to company | 1,000,000 |
Breakout #23 | ' |
Offering Breakout [Line Items] | ' |
Offering breakout amount | 1,128,946 |
Offering breakout, preferred shares | 4,500 |
Offering breakout, common shares | 450,000 |
Offering breakout, cash holdback | 128,446 |
Offering breakout, accounting fee | 250 |
Offering breakout, account fee annual | 250 |
Offering breakout, cash to company | 1,000,000 |
Breakout #24 | ' |
Offering Breakout [Line Items] | ' |
Offering breakout amount | 1,128,946 |
Offering breakout, preferred shares | 3,600 |
Offering breakout, common shares | 360,000 |
Offering breakout, cash holdback | 128,446 |
Offering breakout, accounting fee | 250 |
Offering breakout, account fee annual | 250 |
Offering breakout, cash to company | 1,000,000 |
Breakout #25 | ' |
Offering Breakout [Line Items] | ' |
Offering breakout amount | 1,128,946 |
Offering breakout, preferred shares | 3,600 |
Offering breakout, common shares | 360,000 |
Offering breakout, cash holdback | 128,446 |
Offering breakout, accounting fee | 250 |
Offering breakout, account fee annual | 250 |
Offering breakout, cash to company | 1,000,000 |
Breakout #26 | ' |
Offering Breakout [Line Items] | ' |
Offering breakout amount | 1,128,946 |
Offering breakout, preferred shares | 3,600 |
Offering breakout, common shares | 360,000 |
Offering breakout, cash holdback | 128,446 |
Offering breakout, accounting fee | 250 |
Offering breakout, account fee annual | 250 |
Offering breakout, cash to company | 1,000,000 |
Breakout #27 | ' |
Offering Breakout [Line Items] | ' |
Offering breakout amount | 1,128,946 |
Offering breakout, preferred shares | 3,600 |
Offering breakout, common shares | 360,000 |
Offering breakout, cash holdback | 128,446 |
Offering breakout, accounting fee | 250 |
Offering breakout, account fee annual | 250 |
Offering breakout, cash to company | 1,000,000 |
Breakout #28 | ' |
Offering Breakout [Line Items] | ' |
Offering breakout amount | 1,128,946 |
Offering breakout, preferred shares | 2,700 |
Offering breakout, common shares | 270,000 |
Offering breakout, cash holdback | 128,446 |
Offering breakout, accounting fee | 250 |
Offering breakout, account fee annual | 250 |
Offering breakout, cash to company | 1,000,000 |
Breakout #29 | ' |
Offering Breakout [Line Items] | ' |
Offering breakout amount | 1,128,946 |
Offering breakout, preferred shares | 2,700 |
Offering breakout, common shares | 270,000 |
Offering breakout, cash holdback | 128,446 |
Offering breakout, accounting fee | 250 |
Offering breakout, account fee annual | 250 |
Offering breakout, cash to company | 1,000,000 |
Breakout #30 | ' |
Offering Breakout [Line Items] | ' |
Offering breakout amount | 1,128,946 |
Offering breakout, preferred shares | 2,700 |
Offering breakout, common shares | 270,000 |
Offering breakout, cash holdback | 128,446 |
Offering breakout, accounting fee | 250 |
Offering breakout, account fee annual | 250 |
Offering breakout, cash to company | 1,000,000 |
Breakout #31 | ' |
Offering Breakout [Line Items] | ' |
Offering breakout amount | 1,128,946 |
Offering breakout, preferred shares | 2,700 |
Offering breakout, common shares | 270,000 |
Offering breakout, cash holdback | 128,446 |
Offering breakout, accounting fee | 250 |
Offering breakout, account fee annual | 250 |
Offering breakout, cash to company | 1,000,000 |
Breakout #32 | ' |
Offering Breakout [Line Items] | ' |
Offering breakout amount | 1,128,946 |
Offering breakout, preferred shares | 2,700 |
Offering breakout, common shares | 270,000 |
Offering breakout, cash holdback | 128,446 |
Offering breakout, accounting fee | 250 |
Offering breakout, account fee annual | 250 |
Offering breakout, cash to company | 1,000,000 |
Breakout #33 | ' |
Offering Breakout [Line Items] | ' |
Offering breakout amount | 1,128,946 |
Offering breakout, preferred shares | 1,800 |
Offering breakout, common shares | 180,000 |
Offering breakout, cash holdback | 128,446 |
Offering breakout, accounting fee | 250 |
Offering breakout, account fee annual | 250 |
Offering breakout, cash to company | 1,000,000 |
Breakout #34 | ' |
Offering Breakout [Line Items] | ' |
Offering breakout amount | 1,128,946 |
Offering breakout, preferred shares | 1,800 |
Offering breakout, common shares | 180,000 |
Offering breakout, cash holdback | 128,446 |
Offering breakout, accounting fee | 250 |
Offering breakout, account fee annual | 250 |
Offering breakout, cash to company | 1,000,000 |
Breakout #35 | ' |
Offering Breakout [Line Items] | ' |
Offering breakout amount | 1,128,946 |
Offering breakout, preferred shares | 1,800 |
Offering breakout, common shares | 180,000 |
Offering breakout, cash holdback | 128,446 |
Offering breakout, accounting fee | 250 |
Offering breakout, account fee annual | 250 |
Offering breakout, cash to company | 1,000,000 |
Breakout #36 | ' |
Offering Breakout [Line Items] | ' |
Offering breakout amount | 1,128,946 |
Offering breakout, preferred shares | 1,800 |
Offering breakout, common shares | 180,000 |
Offering breakout, cash holdback | 128,446 |
Offering breakout, accounting fee | 250 |
Offering breakout, account fee annual | 250 |
Offering breakout, cash to company | $1,000,000 |
Stockholders_Equity_Deficit_De1
Stockholders' Equity (Deficit) (Details 2) (Offering Overview, USD $) | Dec. 31, 2013 |
Number | |
Offering Overview | ' |
Offering Overview [Line Items] | ' |
Number of investors | 9 |
Preferred price per share | $149.04 |
Price per unit | 45,156.85 |
Total units | 900 |
Total unit purchase | $40,642,069 |
Preferred series | 'A |
Common price per share | $1.49 |
Preferred shares per unit | 303 |
Total preferred shares | 272,700 |
Total warrant exercise | $144,062,663 |
Number of breakouts | 36 |
Average warrant price | $1.42 |
Converted common per unit | 30,300 |
Converted common shares | 27,270,000 |
Investors equity percentage | 40.12% |
Conversion rate | 100 |
Common to register | 10,350,000 |
Warrants per unit | 112,509 |
Total warrants | 101,258,100 |
Investor equity with warrants percentage | 47.52% |
Stockholders_Equity_Deficit_De2
Stockholders' Equity (Deficit) (Details 3) (USD $) | 12 Months Ended |
Dec. 31, 2013 | |
Share-Based Compensation Arrangement by Share-Based Payment Award Fair Value Assumptions and Methodology | ' |
Fair value of options, issuance date | 8-Mar-13 |
Fair value of options, dividend yield | 0.00% |
Fair value of options, fair value | $4,500,950 |
Fair value of options, expected terms | '5 years |
Fair value of options, assumed conversion price | $0.12 |
Fair value of options, market price on issue date | $0.18 |
Fair value of options, expected volatility percentage | 729.00% |
Fair value of options, federal 5 year risk-free interest rate | 0.75% |
Stockholders_Equity_Deficit_De3
Stockholders' Equity (Deficit) (Details 4) (USD $) | 12 Months Ended |
Dec. 31, 2013 | |
Equity [Abstract] | ' |
Options, outstanding | 25,641,000 |
Options, weighted average remaining life in years | '5 years |
Options, exercise price per share | '$0.40 or 110% lowest daily VWAP 30 (Bloomberg) 30 trading days preceeding the sale |
Warrants, outstanding | 101,508,095 |
Warrants, weighted average remaining life in years | '2 years |
Warrants, exercise price per share | '$0.40/$0.5000-$7.3927 |
Shares under option/warrant exercisable | 249,995 |
Exercise price per share, exercisable | $0.40 |
Remaining contractual term, exercisable | '2 years |
Stockholders_Equity_Deficit_De4
Stockholders' Equity (Deficit) (Details Narrative) (USD $) | 12 Months Ended | |
Dec. 31, 2013 | Dec. 31, 2012 | |
Class of Stock [Line Items] | ' | ' |
Common stock issued, value | ' | $510,000 |
Common stock issued, consulting services, value | 938,400 | 847,030 |
Common stock held in reserve | 28,000,000 | ' |
Common Stock Issued To Officer | ' | ' |
Class of Stock [Line Items] | ' | ' |
Common stock issued, value | ' | 510,000 |
Common stock issued, shares | ' | 8,000,000 |
Common stock issued, retired | ' | 13,000,000 |
Common Stock Issued For Consulting Services | ' | ' |
Class of Stock [Line Items] | ' | ' |
Common stock issued, consulting services, value | 604,400 | 365,000 |
Common stock issued, consulting services, shares | 17,000,000 | 5,500,000 |
Common Stock Issued For A. S. Austin | ' | ' |
Class of Stock [Line Items] | ' | ' |
Common stock issued, consulting services, value | 393,500 | ' |
Common stock issued, consulting services, shares | 3,850,000 | ' |
Common Stock Issued To News USA | ' | ' |
Class of Stock [Line Items] | ' | ' |
Restricted stock issued, value | 16,500 | ' |
Restricted stock issued, shares | 150,000 | ' |
Common Stock Issued To Lambert | ' | ' |
Class of Stock [Line Items] | ' | ' |
Common stock issued, value | 3,007,060 | ' |
Common stock issued, shares | 23,400,000 | ' |
Common Stock Issued To Stephen Hand | ' | ' |
Class of Stock [Line Items] | ' | ' |
Common stock issued, value | 351,800 | ' |
Common stock issued, shares | 2,000,000 | ' |
Common stock issued, retired | 2,000,000 | ' |
Common Stock Issued To Grass Roots Distribution | ' | ' |
Class of Stock [Line Items] | ' | ' |
Restricted stock issued, value | 40,000 | ' |
Restricted stock issued, shares | 500,000 | ' |
Common Stock Issued To La Postal | ' | ' |
Class of Stock [Line Items] | ' | ' |
Restricted stock issued, value | 40,000 | ' |
Restricted stock issued, shares | 500,000 | ' |
Common Stock Issued To Grass Roots | ' | ' |
Class of Stock [Line Items] | ' | ' |
Restricted stock issued, value | 10,000 | ' |
Restricted stock issued, shares | 100,000 | ' |
Common Stock Issued To T. Buxton | ' | ' |
Class of Stock [Line Items] | ' | ' |
Restricted stock issued, value | 150,000 | ' |
Restricted stock issued, shares | 1,500,000 | ' |
Common Stock Issued To Global Discovery | ' | ' |
Class of Stock [Line Items] | ' | ' |
Restricted stock issued, value | 125,000 | ' |
Restricted stock issued, shares | 1,250,000 | ' |
Common Stock Issued To Omega Capital Street | ' | ' |
Class of Stock [Line Items] | ' | ' |
Common stock issued, shares | 150,000,000 | ' |
Restricted stock issued, shares | ' | 5,000,000 |
Common Stock Issued To Attorneys | ' | ' |
Class of Stock [Line Items] | ' | ' |
Restricted stock issued, value | 6,800 | ' |
Restricted stock issued, shares | 500,000 | ' |
Stock Issued - Purchase of Property and Building | ' | ' |
Class of Stock [Line Items] | ' | ' |
Common stock issued, value | 30,000 | ' |
Common stock issued, shares | 300,000 | ' |
Common Stock issued for Advisory Services | ' | ' |
Class of Stock [Line Items] | ' | ' |
Restricted stock issued, value | ' | 480,000 |
Restricted stock issued, shares | ' | 4,000,000 |
Common Stock issued to Omega CRE Group, LLC | ' | ' |
Class of Stock [Line Items] | ' | ' |
Restricted stock issued, shares | ' | 5,000,000 |
Common Stock issued to a Member of the Board of Directors | ' | ' |
Class of Stock [Line Items] | ' | ' |
Restricted stock issued, value | ' | 9,000 |
Restricted stock issued, shares | ' | 75,000 |
Common Stock issued for Investor Relations Services | ' | ' |
Class of Stock [Line Items] | ' | ' |
Restricted stock issued, value | ' | $3,030 |
Restricted stock issued, shares | ' | 25,250 |
Income_Loss_Per_Share_Details_
Income (Loss) Per Share (Details Narrative) | 12 Months Ended |
Dec. 31, 2013 | |
Earnings Per Share [Abstract] | ' |
Antidilutive shares | 127,149,095 |
Supplemental_Cash_Flow_Informa2
Supplemental Cash Flow Information (Details) (USD $) | 12 Months Ended | |
Dec. 31, 2013 | Dec. 31, 2012 | |
Supplemental Cash Flow Elements [Abstract] | ' | ' |
Income Taxes | $0 | $0 |
Interest Paid | $2,256 | $0 |
Going_Concern_Details_Narrativ
Going Concern (Details Narrative) (USD $) | Dec. 31, 2013 |
Going Concern | ' |
Negative working capital | $2,741,081 |
Trading_Securities_Details_Nar
Trading Securities (Details Narrative) (USD $) | Dec. 31, 2013 | Dec. 31, 2012 |
Investments, All Other Investments [Abstract] | ' | ' |
Money market accounts | $818 | ' |
Margin account | ' | $333,893 |
Judgments_Payable_Details_Narr
Judgments Payable (Details Narrative) (USD $) | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2013 | Dec. 31, 2013 | Dec. 31, 2013 |
Sebaco Siete, S.A. v. Omega Realty Partners, LLC, et. al. | Jorge Ramos v. Omega Capital Funding, LLC, et. al. | Luxury Home LLC v. Omega et. al. | |||
Loss Contingencies [Line Items] | ' | ' | ' | ' | ' |
Litigation description | ' | ' | 'Sebaco Siete, S.A. v. Omega Realty Partners, LLC, et. al. 11th Judicial Circuit in and for Miami-Dade County, Florida. Case No.: 06-11204 CA 13 FJ. A default judgment against impleader defendants in the amount of $1,564,832 was filed in 2009. | 'Jorge Ramos v. Omega Capital Funding, LLC, et. al. in the circuit court of the 11th Judicial Circuit in and for Miami-Dade County, Florida. Case No.: 07-38288 CA 09. A final summary judgment was filed in 2009 in the amount of $85,000. | 'Luxury Home LLC v. Omega et. al. Case No.: CV2011-004554. A default judgment in the amount of $651,116 was filed in 2012 for a previous year's claim. |
Litigation, settlement | $2,300,948 | $2,300,948 | $1,564,832 | $85,000 | $651,116 |
Related_Party_Transactions_Det
Related Party Transactions (Details Narrative) (USD $) | Dec. 31, 2013 | Dec. 31, 2012 |
Related Party Transactions [Abstract] | ' | ' |
Related party compensation | $101,320 | $587,314 |
Material_Transactions_Details_
Material Transactions (Details Narrative) | 12 Months Ended |
Dec. 31, 2013 | |
Equity Restructuring | ' |
Business Acquisition [Line Items] | ' |
Series A redeemable preferred stock, dividend rate | 4.50% |
Series A redeemable preferred stock, redemption terms | '3 years |
Termination of Dutchess Investment Agreement | ' |
Business Acquisition [Line Items] | ' |
Commitment and contingencies obligation, terms | 'On March 12, 2012 we entered into the Investment Agreement with Dutchess Opoortunity Fund, II, LP (BDuchessB). Pursuant to the Investment Agreement, Dutchess committed to purchase up to $25 million of our common stock over the course of 36 months. No sales of our common stock were made under this agreement, and we terminated this agreement on February 7, 2013. |
Termination of Acquisition of USATax Insurance Services, Inc. and American Investment Services LLC | ' |
Business Acquisition [Line Items] | ' |
Commitment and contingencies obligation, terms | 'On October 16, 2012, the Company entered into a Definitive Agreement for The Share Exchange & Acquisition of USA Tax & Insurance Services, Inc. and American Investment Services LLC, (together the "Agreement"), whereby by agreed to purchase all of the outstanding equity and assets of both USTIS and AIS from Stephen Hand for $20 million. In accordance with the Agreement, the Company are required to create and authorize Series B Preferred Stock and conduct a registered offering of these shares to raise funds to pay the purchase price. The initial agreement expired December 15, 2012. The Company entered into amendments to the Agreement, on January 10, 2013 which extended the closing to January 30, 2013, and on January 23, 2013 extending the closing through April 30, 2013. These amendments removed the obligation for creating and selling Series B Preferred Stock in an offering, as well as reduced the purchase price from $20,000,000 to $10,400,000 plus payment of stock compensation as part of a roll-up acquisition strategy. Since the closing did not occur by April 30, 2013, USTIS and AIS can terminate the Agreement and it will become of no further force or effect. This Agreement has been terminated. |
Commercial Contract to Purchase Property | ' |
Business Acquisition [Line Items] | ' |
Commitment and contingencies obligation, terms | 'On December 13, 2012, the Company entered into a Commercial Contract to purchase 0.15 acres of real estate including a 12,500 sq. ft. professional service building located at 983 Washington Avenue, Miami Beach, Florida 33139 from Club Investment Group, LLC for $11.5 million. In February, 2013, the Company deposited 300,000 shares of common stock valued at $.10 per share or $30,000, the value of the stock which approximated the value of services, into an escrow account. The closing is required to take place no later than February 11, 2013. The Company is currently negotiating with the seller of this property to extend the closing date and the payment terms under the agreement. As of December 31, 2013, the contract has expired. |
Commitment and contingencies obligation, company shares on deposit | 300,000 |
Joint Venture - Gardens VE | ' |
Business Acquisition [Line Items] | ' |
Commitment and contingencies obligation, terms | 'On February 20, 2012, CCRE, a wholly owned subsidiary of Omega Commercial Finance Corp., entered into the Strategic Alliance Agreement (the "Strategic Alliance") with Gardens VE Limited (Company No. 07071936), a British Company ("Gardens"), and its management, whereby the parties agreed to form a strategic alliance for the acquisition and refurbishment of the La Posta Golf Club & Luxury Hotel. Under the Agreement, Gardens has free and clear, unencumbered title to the fixed assets and issues equal to forty-nine (49%) percent of their ownership interests in Gardens to CCRE in exchange for future fundraising for operating capital and related expenses. CCRE is responsible for the arrangement and contribution of up to but no more than fifty-eight million dollars ($58,000,000 US) over the course of the operation as needed per the budgeted projected cost for the Strategic Alliance but not to exceed 10 years. The principal is responsible for the day-to-day operation for the entire duration of the project as it pertains to the future refurbishment phase and he has currently placed the property under contract with a hard deposit. In addition he is responsible for transferring free and clear with an unencumbered title of fixed assets in order to support future financing for all phases covering the acquisition on through the refurbishment of the property. The termination of the strategic alliance is at the discretion of both parties or upon the completion of the refurbishment and or disposition of the stabilized income-producing asset. Gardens has not completed the acquisition of La Posta and we will continue to work with the principal and general manager to continue our efforts under the Strategic Alliance to raise additional capital to meet our funding obligations to complete this transaction. As of March 27, 2013, an operating agreement addendum (the "Addendum") was issued by the Company and Gardens whereby CCRE will now own 95% of Gardens in exchange 1,000,000 shares of our unregistered common stock. The principal will retain a 75% profit participating interest pro rata for all mortgages, liens, operating expenses and or encumbrances on Garden's development/projects. As of December 31, 2013, the agreements are being restructured. |
Restricted shares issued | 1,000,000 |
Joint Venture - Towers | ' |
Business Acquisition [Line Items] | ' |
Commitment and contingencies obligation, terms | 'On June 27, 2012, CCRE, a wholly owned subsidiary of Omega Commercial Finance Corp., entered into the Strategic Alliance Agreement (the "Strategic Alliance") with Towers Real Estate Limited, a British Company ("Towers"), and its management, whereby the parties agreed to form a strategic alliance for the acquisition and construction of the Le Principesse real estate located in Mestre-Venice, Italy. Under the Agreement, Towers has free and clear, unencumbered title to the fixed assets and issues equal to forty-nine (49%) percent of their ownership interests in Towers to CCRE in exchange for future fundraising for operating capital and related expenses. CCRE is responsible for the arrangement and contribution of up to but no more than three hundred seventy five million dollars ($375,000,000 US) over the course of the operation as needed per the budgeted projected cost for the Strategic Alliance. On March 27, 2013, an operating agreement addendum (the "Addendum") was issued by the Company and Towers whereby the principal in the development agreed to transfer an additional 46% interest in Towers to CCRE, giving CCRE a 95% ownership interest in the capital of Towers in exchange for 1,000,000 shares of the Company's unregistered common stock. The principal of Towers will retain a 75% profit participating interest pro rata for all mortgages, liens, operating expenses and or encumbrances on Tower's development/projects. As of December 31, 2013, the agreement is being restructured. |
Restricted shares issued | 1,000,000 |
Acquisition of VFG Securities Inc. | ' |
Business Acquisition [Line Items] | ' |
Commitment and contingencies obligation, terms | 'On January 23, 2013, the Company entered into a Purchase & Option to Purchase Agreement with VFG Securities Incorporated, a California corporation to acquire 100% of VFG Securities for $750,000 in cash and common stock. Under the terms of this agreement, the Company agreed to pay the shareholders of VFG Securities (1) $125,000 upon the first closing to acquire 17% of the issued and outstanding common stock of VFG (the "First Closing") and (2) $525,000 in cash (the "Deferred Cash Payment") plus 1,000,000 shares of the Company's common stock to acquire the remaining 83% of VFG common stock (the "Second Closing"). The First Closing and initial $130,000 was paid upon VFG's filing of a Form BD with the Financial Industries Regulatory Authority ("FINRA") and at such time the Company received a 17% non-controlling minority ownership stake in VFG Securities and VFG Advisors LLC, a subsidiary of VFG Securities. The Second Closing is contingent on obtaining FINRA approval within 90 days of First Closing. In addition, the Purchase Price is subject to VFG Securities achieving gross revenue of at least $3,300,000 during the 12 month period ending on December 31, 2013 (the "Revenue Target"). In the event VFG does not meet its Revenue Target, then the Purchase Price will be reduced pro rata based on a gross revenue target on $3,500,000. In addition, the Second Closing is subject to the Company obtaining errors and omissions insurance for VFG Securities' operations and other customary conditions of closing. As of the date of this filing, the Company filed an Application for Approval of Change in Ownership with FINRA pursuant to NASD Rule 1017 and a Form BD. As of September 30, 2013, VFG has withdrawn itself from the Purchase & Option to Purchase Agreement, and has halted the application process for FINRA approval. The Company is evaluating its rights under the agreement, if any, to determine if it is entitled to adjust the purchase price for the 17% interest it acquired in VFG Securities or rescind the entire transaction. The Company has recorded the 17% ownership in VFG Securities it acquired at the First Closing in Other Assets as $130,000, the cash price paid. As of December 31, 2013, VFG has withdrawn from the agreement and agreed to refund the Company $110,000. This amount is shown as VEG-receivable on the balance sheet. The Company received the payment in full in February, 2014. |
Equity Purchase Agreement - Lambert Private Equity LLC | ' |
Business Acquisition [Line Items] | ' |
Commitment and contingencies obligation, terms | 'On February 8, 2013, the Company entered into a Standby Equity Purchase Agreement (the "Agreement") with Lambert Private Equity LLC ("Lambert"). The Agreement provides us with an equity line whereby the Company can sell to Lambert, from time to time, our shares of common stock up to an aggregate value of $100 million over a thirty-six month period. Under the terms of the Agreement, once a registration statement becomes effective, the Company will have the right to deliver to Lambert from time to time a "Draw Down Notice" stating the dollar amount of common shares we intend to sell to Lambert, up to a maximum of $100 million. The purchase price of the shares identified in the Draw Down Notice shall be equal to 90% of the lowest daily volume weighted average price of our common stock during the fifteen (15) trading dates following the date of the Draw Down Notice. The Company has the option to specify a floor price for any Draw Down Notice. In the event the shares fall below the floor price, the put will be temporarily suspended. The put will resume if, during the pricing period for that put, the common stock trades above the floor price. The Company has agreed to pay to Lambert a commitment fee of 13,094,014 shares of common stock following execution of the Agreement. In connection with the Agreement, the Company granted to Lambert a 5-year Option to Purchase Shares for 25,641,000 shares of our common stock at an exercise price of the lesser of (i) $0.40 per share or (ii) 110% of the lowest daily VWAP for our common stock as reported by Bloomberg during the thirty trading days prior to the date the option is exercised. The Company intends to use the proceeds from the sale of common stock pursuant to the Agreement to develop and support operations for our commercial real estate financing subsidiaries, Omega Capital Street LLC and Omega CRE Group LLC as well as for general corporate and working capital purposes. The Agreement will not be effective until the date a registration statement is declared effective by the SEC. On March 8, 2013, the Company issued to Lambert 13,400,000 shares of restricted common stock, valued at $2,357,060 or $.1759 per share, the value of the stock which approximated the value of services. On June 3, 2013, the Company issued to Lambert 10,000,000 shares of restricted stock, under this agreement. The Company recorded the value of the stock at the valuation specified in the Standby Purchase Agreement or $650,000 to APIC. |
Loan Receivable Purchase and Promissory Note | ' |
Business Acquisition [Line Items] | ' |
Commitment and contingencies obligation, terms | 'On March 7, 2013, we borrowed $231,500 from Stephen Hand. The promissory note has a maturity date of April 1, 2014 and a stated interest rate of 3.5%. As collateral for the repayment of the loan and in the event of a default hereon, the Company issued to Mr. Hand 2,000,000 shares of common stock and recorded an expense of $351,800 or $.1759 per share, the value of the stock which approximated the value of services. In addition, on March 7, 2013, the Company entered into a repurchase agreement with Mr. Hand whereby he shall purchase from the Company for $4,330,000 a loan receivable which we plan to purchase from TD Bank in the original principle amount of $4,460,000 (the "TD Bank Loan"). Under the terms of the loan purchase agreement we entered into with TD Bank, we agreed to purchase from TD Bank for $4,330,000 the TD Bank Loan, which purchase required us to deposit $216,500 in an escrow account as a refundable earnest money deposit to be applied to the purchase price after the Company completes a 30-day due diligence review. In the event the Company elects not to close on the purchase after the expiration of the 30-day due diligence period, the above transactions shall be rescinded. On May 13, 2013, the Company terminated the contract with TD Bank and has been released from any performance obligation under said contract. The Company is also released from any and all obligations to repay the promissory note dated March 7, 2013, in the principal amount of $231,500. The repurchase agreement dated March 7, 2013 has been terminated and the Company has been released from any and all obligations to perform under said agreement. The Company cancelled the 2,000,000 shares issued to Mr. Hand effective June 27, 2013. |
Income_Taxes_Details_1
Income Taxes (Details 1) (USD $) | Dec. 31, 2013 | Dec. 31, 2012 |
Income Tax Disclosure [Abstract] | ' | ' |
Net operating loss carry forwards | $3,189,339 | $2,300,000 |
Valuation allowance | -3,189,339 | -2,300,000 |
Net deferred tax asset | $0 | $0 |
Income_Taxes_Details_2
Income Taxes (Details 2) | 12 Months Ended | |
Dec. 31, 2013 | Dec. 31, 2012 | |
Income Tax Disclosure [Abstract] | ' | ' |
Income tax computed at the federal statutory rate | 34.00% | 34.00% |
Valuation allowance | -34.00% | -34.00% |
Total deferred tax asset | 0.00% | 0.00% |
Income_Taxes_Details_Narrative
Income Taxes (Details Narrative) (USD $) | 12 Months Ended |
Dec. 31, 2013 | |
Income Tax Disclosure [Abstract] | ' |
Net operating loss carryforwards | $3,189,339 |
Operating loss carryforwards, expiration periods | 31-Dec-24 |
Lease_Commitments_and_Related_1
Lease Commitments and Related Party Transactions (Details Narrative) (USD $) | 12 Months Ended |
Dec. 31, 2013 | |
Leases [Abstract] | ' |
Monthly rent expense | $563 |
Monthly rent expense, for executive office | $95 |
Subsequent_Events_Details_Narr
Subsequent Events (Details Narrative) (Subsequent Event) | 3 Months Ended |
Mar. 31, 2014 | |
Employee Stock Ownership Plans | ' |
Subsequent Event [Line Items] | ' |
Shares of stock registered, ESOP | 150,000,000 |
NuQuest Capital Matchpoint 1 LLC | ' |
Subsequent Event [Line Items] | ' |
Business acquistions, description | 'OMEGA COMMERCIAL FINANCE CORPORATION and NUQUEST CAPITAL MATCHPOINT 1 LLC, a Georgia limited liability company ("NuQuest") entered into (and closed thereon) an Asset Purchase Agreement pursuant to which the Registrant acquired from NuQuest certain assets including its fully operational website portal, its operating business services, and other assets as more particularly described in the Agreement. In consideration therefor, the Registrant shall issue to NuQuest one million shares of Series G Convertible Preferred Stock with a Par Value of $1.00 per share and convertible into shares of the Registrant's common stock at the rate of 25-to-1 (the "Series G Preferred"). |
NCM Wireless Inc. | ' |
Subsequent Event [Line Items] | ' |
Business acquistions, description | 'Omega Commercial Finance Corporation by and through its wholly-owned subsidiary, Omega Venture Capital LLC, on the one hand, and NCM Wireless Inc., a Florida corporation ("NCM") and Asher Essebag, the majority shareholder of NCM, on the other hand, entered into a definitive agreement for a share exchange pursuant to which OVC shall acquire from the shareholder 49% of the outstanding stock of NCM. In exchange therefore, the registrant shall issue to shareholder 2 million shares of it restricted common stock. The closing of the above share exchange occurred on March 10, 2014. |
Geneve International Corporation | ' |
Subsequent Event [Line Items] | ' |
Business acquistions, description | 'Omega Commercial Finance Corp. entered into a Purchase & Option to Purchase Agreement with Geneve International Corporation, a Texas corporation to acquire ownership interest in Geneve International Corporation for a total of $70,000 in cash. Under the terms of this agreement, the Company agreed to pay the shareholders of Geneve as follows: $16,800 upon the first closing to acquire 24% of the issued and outstanding common stock of Geneve ("First Closing") and $53,200 in cash (the "Deferred Cash Payment") to acquire the remaining 74% of Geneve common stock (the "Second Closing"). The First Closing an initial $16,800 was payable and upon Geneve International Corporation filing a Form BD with the Financial Industries Regulatory Authority ("FINRA"), at such time Omega Commercial Finance Corp received a 24% non-controlling minority ownership stake in Geneve International Corporation. The Second Closing is contingent on obtaining FINRA approval for change of ownership. |
Trackimo LLC | ' |
Subsequent Event [Line Items] | ' |
Business acquistions, description | 'Omega Commercial Finance Corporation, by and through its wholly-owned subsidiary, Omega Venture Capital LLC, on the one hand, and Trackimo LLC., a Delaware limited liability company and Shai Bar Lavi , the Majority Owner of Trackimo, on the other hand, entered into a definitive agreement for a share exchange pursuant to which OVC acquired from Trackimo twenty percent (20%) of their membership units. In exchange therefore, the registrant shall issue to shareholder fifty thousand (50,000) restricted shares of Series B Redeemable Preferred shares with a par Value of $100.00 per share having a value of Five Million Dollars ($5,000,000) (the "Acquired Shares"). The closing of the above share exchange occurred on March 31, 2014. |