Document_and_Entity_Informatio
Document and Entity Information | 3 Months Ended | |
Mar. 31, 2014 | 7-May-14 | |
Document And Entity Information | ' | ' |
Entity Registrant Name | 'OMEGA COMMERCIAL FINANCE CORP | ' |
Entity Central Index Key | '0000029504 | ' |
Document Type | '10-Q | ' |
Document Period End Date | 31-Mar-14 | ' |
Amendment Flag | 'false | ' |
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 Common Stock, Shares Outstanding | ' | 390,989,162 |
Document Fiscal Period Focus | 'Q1 | ' |
Document Fiscal Year Focus | '2014 | ' |
Condensed_Consolidated_Balance
Condensed Consolidated Balance Sheets (USD $) | Mar. 31, 2014 | Dec. 31, 2013 |
CURRENT ASSETS: | ' | ' |
Cash | $34,514 | $28,401 |
Other receivables | 0 | 110,000 |
Deposits | 919 | 0 |
TOTAL CURRENT ASSETS | 35,433 | 138,401 |
Furniture, fixtures & equipment (net of depreciation) | 33,727 | 422 |
TOTAL FURNITURE, FIXTURES & EQUIPMENT | 33,727 | 422 |
Web portal (net of valuation) | 225,000 | 0 |
Trackimo 20% ownership-funds on deposit | 16,800 | 0 |
Trading securities | 37,500 | 0 |
TOTAL ASSETS | 348,460 | 138,823 |
CURRENT LIABILITIES | ' | ' |
Accounts payable and accrued expenses | 38,586 | 39,293 |
Customer deposits | 6,540 | 9,540 |
Judgments payable | 2,300,948 | 2,300,948 |
Derivative liability | 579,999 | 464,993 |
Debt issuance costs | -18,113 | -9,031 |
Convertible debentures payable, net | 94,236 | 73,738 |
TOTAL CURRENT LIABILITIES | 3,002,196 | 2,879,482 |
STOCKHOLDERS' (DEFICIT) | ' | ' |
Subscriptions receivable | -43,642,694 | -43,642,694 |
Options | 4,500,950 | 4,500,950 |
Warrants (issued with preferred stock) | 1,567,255 | 1,546,372 |
Deferred equity offering costs | -7,508,010 | -7,508,010 |
Additional paid in capital | 47,317,838 | 46,991,772 |
Retained (deficit) | -11,270,073 | -9,380,409 |
TOTAL STOCKHOLDERS' (DEFICIT) | -2,653,179 | -2,740,657 |
TOTAL LIABILITIES AND STOCKHOLDERS' (DEFICIT) | 349,017 | 138,825 |
Common Stock | ' | ' |
STOCKHOLDERS' (DEFICIT) | ' | ' |
Common stock | 3,460,555 | 2,850,362 |
Common Stock To Be Issued | ' | ' |
STOCKHOLDERS' (DEFICIT) | ' | ' |
Common stock | 57,500 | 37,500 |
Preferred Stock Series A Redeemable | ' | ' |
STOCKHOLDERS' (DEFICIT) | ' | ' |
Preferred stock | 1,359,990 | 1,359,990 |
Preferred Stock Series A Redeemable To Be Issued | ' | ' |
STOCKHOLDERS' (DEFICIT) | ' | ' |
Preferred stock | 3,510 | 3,510 |
Preferred Stock Series C Redeemable | ' | ' |
STOCKHOLDERS' (DEFICIT) | ' | ' |
Preferred stock | 2,500,000 | 2,500,000 |
Preferred Stock Series C Redeemable Reserves | ' | ' |
STOCKHOLDERS' (DEFICIT) | ' | ' |
Preferred stock | -2,500,000 | -2,500,000 |
Preferred Stock Series D Convertible | ' | ' |
STOCKHOLDERS' (DEFICIT) | ' | ' |
Preferred stock | 500,000 | 500,000 |
Preferred Stock Series E | ' | ' |
STOCKHOLDERS' (DEFICIT) | ' | ' |
Preferred stock | 0 | 0 |
Preferred Stock Series F | ' | ' |
STOCKHOLDERS' (DEFICIT) | ' | ' |
Preferred stock | 0 | 0 |
Preferred Stock Series G | ' | ' |
STOCKHOLDERS' (DEFICIT) | ' | ' |
Preferred stock | $1,000,000 | $0 |
Condensed_Consolidated_Balance1
Condensed Consolidated Balance Sheets (Parenthetical) (USD $) | Mar. 31, 2014 | Dec. 31, 2013 |
Common Stock | ' | ' |
Common Stock, par value per share | $0.01 | $0.01 |
Common Stock, shares issued | 285,036,150 | 285,036,150 |
Common Stock, shares outstanding | 285,036,150 | 285,036,150 |
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 | 271,998 |
Preferred Stock, shares outstanding | 271,998 | 271,998 |
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 | 500,000 |
Preferred Stock, shares outstanding | 500,000 | 500,000 |
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 | 100,000 |
Preferred Stock, shares outstanding | 100,000 | 100,000 |
Preferred Stock Series E | ' | ' |
Preferred Stock, par value per share | $200 | ' |
Preferred Stock, shares authorized | 25,000 | ' |
Preferred Stock, shares issued | 0 | ' |
Preferred Stock, shares outstanding | 0 | ' |
Preferred Stock Series F | ' | ' |
Preferred Stock, par value per share | $5 | ' |
Preferred Stock, shares authorized | 500,000 | ' |
Preferred Stock, shares issued | 0 | ' |
Preferred Stock, shares outstanding | 0 | ' |
Preferred Stock Series G | ' | ' |
Preferred Stock, par value per share | $1 | ' |
Preferred Stock, shares authorized | 1,000,000 | ' |
Preferred Stock, shares issued | 1,000,000 | ' |
Preferred Stock, shares outstanding | 1,000,000 | ' |
Condensed_Consolidated_Stateme
Condensed Consolidated Statements of Operations (Unaudited) (USD $) | 3 Months Ended | |
Mar. 31, 2014 | Mar. 31, 2013 | |
REVENUES: | ' | ' |
Sales | $39,978 | $64,930 |
Cost of sales | -44,358 | -43,910 |
Gross profit | -4,380 | 21,020 |
EXPENSES: | ' | ' |
Depreciation | 641 | 85 |
Auto | 2,204 | 1,068 |
Commissions | 10,000 | 0 |
Compensation | 23,790 | 27,018 |
Contractor fees | 44,490 | 0 |
Stock issued for services provided | 878,835 | 461,800 |
Professional fees | 21,762 | 28,304 |
Marketing | 6,723 | 4,252 |
PR/IR Expense | 1,500 | 10,200 |
Dues and subscriptions | 1,640 | 3,496 |
Rent | 30,154 | 2,060 |
Other selling, general and administrative expenses | 164,594 | 4,684 |
Total expenses | 1,186,333 | 542,967 |
Income (loss) from operations | -1,190,713 | -521,947 |
Other income (expense) | ' | ' |
Interest income | 0 | 3,765 |
Loss on sale of trading securities | 0 | -24,352 |
Unrealized gain/(loss) on trading securities | 36,000 | 0 |
Loss on valuation of asset | -775,000 | 0 |
Interest expense | 0 | -2,256 |
Interest expense (other) | -6,957 | 0 |
Beneficial conversion feature | 119,052 | 0 |
Fair value adjustment of derivative liabilities | -72,598 | 0 |
Total other income (expense) | -699,503 | -22,843 |
NET (LOSS) | ($1,890,216) | ($544,790) |
Basic and fully diluted net (loss) per common share: | ($0.03) | ($0.01) |
Weighted average common shares outstanding | 62,975,976 | 62,900,593 |
Condensed_Consolidated_Stateme1
Condensed Consolidated Statements of Operations (Parenthetical) (USD $) | 3 Months Ended | |
Mar. 31, 2014 | Mar. 31, 2013 | |
Income Statement [Abstract] | ' | ' |
Common stock issued for services | $92,000 | $0 |
Consolidated_Statements_of_Cas
Consolidated Statements of Cash Flows (Unaudited) (USD $) | 3 Months Ended | |
Mar. 31, 2014 | Mar. 31, 2013 | |
Cash flows from operating activities: | ' | ' |
Net income (loss) | ($1,890,216) | ($544,790) |
Adjustments to reconcile net (loss) to net cash provided by operations: | ' | ' |
Loss on valuation of web portal | 775,000 | 0 |
Amortization of warrants expense | 20,883 | 0 |
Derivative liability expense | 62,971 | 0 |
Issuance of common shares for services | 878,835 | 461,800 |
Increase (decrease) in derivative liability | -150,971 | 0 |
Amortization of debt discount | 6,957 | 0 |
Beneficial conversion feature | -68,478 | 0 |
Depreciation | 641 | ' |
Unrealized gain on investment | 36,000 | 0 |
Increase in accounts payable and accrued expenses | -707 | 6,634 |
Increase (decrease in customer deposits | -3,000 | 0 |
Increase in accounts receivable | 110,000 | 0 |
Increase in debt issuance costs | -9,082 | 0 |
NET CASH PROVIDED BY OPERATING ACTIVITIES | -231,167 | -76,271 |
Cash flows from investing activities: | ' | ' |
Investment in stock | -1,500 | 0 |
Investment in Trackimo | -16,800 | 0 |
Purchase of web protal | 225,000 | 0 |
Deposits | -919 | 0 |
TD Bank loan - funds on deposit | 0 | -216,500 |
VFG funds on deposit - percent ownership | 0 | -130,000 |
TOTAL INVESTING ACTIVITIES | 207,281 | -346,500 |
Cash flows from financing activities: | ' | ' |
Sale of debentures | 88,000 | 0 |
Sale of common stock | 35,000 | 0 |
TOTAL FINANCING ACTIVITIES | 123,000 | 0 |
NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS | 6,114 | -50,840 |
Cash and cash equivalents, beginning of period | 28,401 | 111,834 |
Cash and cash equivalents, end of period | 34,515 | 60,994 |
Other Non-Cash Financing Activities | ' | ' |
Note payable proceeds | 0 | 231,500 |
Sale of trading securities | $30,000 | $140,431 |
Summary_of_Significant_Account
Summary of Significant Accounting Policies | 3 Months Ended |
Mar. 31, 2014 | |
Accounting Policies [Abstract] | ' |
Summary of Significant Accounting Policies | ' |
NOTE 1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | |
The accompanying consolidated financial statements are unaudited, but in the opinion of management of Omega Commercial Finance Corp. (the Company), contain all adjustments, which include normal recurring adjustments, necessary to present fairly the financial position at March 31, 2014, the results of operations and cash flows for the three months ended March 31, 2014 and 2013. The balance sheet as of December 31, 2013 is derived from the Company’s audited financial statements. | |
Certain information and footnote disclosures normally included in financial statements that have been prepared in accordance with generally accepted accounting principles have been condensed or omitted pursuant to the rules and regulations of the Securities and Exchange Commission, although management of the Company believes that the disclosures contained in these financial statements are adequate to make the information presented therein not misleading. For further information, refer to the financial statements and the notes thereto included in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2013, as filed with the Securities and Exchange Commission. | |
The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, disclosure of contingent assets and liabilities at the date of the financial statements, and the reported amounts of revenues and expense during the reporting period. Actual results could differ from those estimates. | |
The results of operations for the three months ended March 31, 2014 are not necessarily indicative of the results of operations to be expected for the full fiscal year ending December 31, 2014. | |
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 LLC (CCRE) - a Florida limited liability company providing second- and third-tier real estate funding as well as partnering in development ventures. | |
Omega 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. | |
Omega 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. | |
Omega 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. | |
Omega Venture Capital. LLC - a Wyoming limited liability company focused on sourcing exciting projects to fund and providing angel funding for their working capital needs. | |
Capital MarchPoint LLC - a Wyoming limited liability company focused on developing a crowdfunding platform, to provide a showcase for businesses seeking investments from accredited and smaller independent investors | |
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 March 31, 2013 consolidated financial statements have been made to conform to the March 31, 2014 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. | |
Furniture, Fixtures and Equipment | |
Property and equipment is stated at cost. Depreciation on property and equipment is calculated using the straight-line method over the estimated useful lives of the assets. | |
Furniture and Fixtures 7 years | |
Equipment 3 years | |
Expenditures for major renewals and betterments that extend the useful lives of the assets are capitalized and amortized over 3-5 years. Expenditures for maintenance and repairs of the assets are charged to expense as incurred. | |
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 quarters ended March 31, 2014 and 2013, the Company recorded no compensation expense 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 March 31, 2014 and 2013, the Company recorded $878,835 and $461,800 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. | |
As of March 31, 2014 and 2013, the Company issued to A.S. Austin Company, under their consulting agreements, warrants to purchase 83,333 and -0- shares of common stock at $.40 per share, respectively. As of March 31, 2014, A.S. Austin has 333,328 warrants outstanding. | |
As of March 31, 2014, there are 25,641,000 options and 101,591,428 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. | |
Comprehensive Income (Loss) | |
The Company reports comprehensive income and its components following guidance set forth by section 220-10 of the FASB Accounting Standards Codification which establishes standards for the reporting and display of comprehensive income and its components in the financial statements. Comprehensive income (loss) items relate directly to investment securities (see Note 10). | |
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 loss by the weighted average number of shares of common stock outstanding during the period. Diluted net income (loss) per share is computed by dividing net loss by the weighted average number of shares of common stock and potentially outstanding shares of common stock during each period. 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 101,591,428 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 publicly traded stock shares which were purchased. The carrying value of the investment is the market price of the shares at March 31, 2014. The Company held no trading securities at December 31, 2013. 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. | |
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 for Financial Assets and Financial Liabilities | |
The Company follows paragraph 825-10-50-10 of the FASB Accounting Standards Codification for disclosures about fair value of its financial instruments and paragraph 820-10-35-37 of the FASB Accounting Standards Codification (“Paragraph 820-10-35-37”) to measure the fair value of its financial instruments. Paragraph 820-10-35-37 establishes a framework for measuring fair value in accounting principles generally accepted in the United States of America (U.S. GAAP), and expands disclosures about fair value measurements. To increase consistency and comparability in fair value measurements and related disclosures, Paragraph 820-10-35-37 establishes a fair value hierarchy which prioritizes the inputs to valuation techniques used to measure fair value into three broad levels. The fair value hierarchy gives the highest priority to quoted prices (unadjusted) in active markets for identical assets or liabilities and the lowest priority to unobservable inputs. The three levels of fair value hierarchy defined by Paragraph 820-10-35-37 are described below: | |
Level 1 | |
Quoted market prices available in active markets for identical assets or liabilities as of the reporting date. | |
Level 2 | |
Pricing inputs other than quoted prices in active markets included in Level 1, which are either directly or indirectly observable as of the reporting date. | |
Level 3 | |
Pricing inputs that are generally observable inputs and not corroborated by market data. | |
The carrying amounts of the Company’s financial assets and liabilities, such as cash and accounts payable approximate their fair values because of the short maturity of these instruments. | |
The Company had fair value adjustments for assets measured at fair value at March 31, 2014. The Company had no fair value adjustments for liabilities measured at fair value at March 31, 2014. The Company did have losses reported in the statement of operations that are attributable to the change in unrealized gains or losses relating to those assets and liabilities still held at the reporting date as of March 31, 2013 (see Note 11). | |
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 quarters ended March 31, 2014 and 2013 or for the year ended December 31, 2013. | |
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 and do 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. | |
In February 2013 the FASB issued ASC Update No. 2013-02 “Comprehensive Income Reporting of Amounts Reclassified Out of Accumulated Other Comprehensive Income (Topic 220)”, which amends ASC Topic 220. The amendments require an entity to provide information about the amounts reclassified out of accumulated other comprehensive income (“AOCI”) by component. In addition an entity is required to present either on the face of the Statement of Income on in the Notes to the Consolidated Financial Statements significant amounts reclassified out of AOCI and should be provided by the respective line items of net income but only if the amount reclassified is required under GAAP to be reclassified in its entirety to net income in the same reporting period. For other amounts that are not required under GAAP to be reclassified in their entirety to net income, an entity is required to cross reference to other disclosures required under GAAP that provide additional detail about these amounts. The changes to the ASC as a result of this updated guidance are effective for annual and interim reporting periods beginning after December 15, 2012. The adoption of ASU No. 2013-02 will not have a material effect on the Company’s Consolidated Financial Statements. | |
The Company has reviewed all recently issued, but not yet effective, accounting pronouncements and do 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. |
Prepaid_Assets
Prepaid Assets | 3 Months Ended |
Mar. 31, 2014 | |
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract] | ' |
Prepaid Assets | ' |
NOTE 2: PREPAID ASSETS | |
During the three months ended March 31, 2014, Omega Capital Street, a wholly owned subsidiary of the Company, signed an operating lease for a photocopy machine. The three year lease required a deposit of $919.44 and includes an option for a $500 buyout. |
Convertible_Debentures
Convertible Debentures | 3 Months Ended | ||||||
Mar. 31, 2014 | |||||||
Debt Disclosure [Abstract] | ' | ||||||
Convertible Debentures | ' | ||||||
NOTE 3. CONVERTIBLE DEBENTURES | |||||||
Current Year Convertible Notes | |||||||
During the three months ended March 31, 2014, the Company entered into note agreements with unaffiliated investors for the issuance of convertible promissory notes of $88,000, in the aggregate as follows: | |||||||
ICONIC, January 6, 2014 $30,000 | |||||||
Tonaquint March 11, 2014 58,000 | |||||||
We received net proceeds from these convertible Notes of $74,500 after debt issuance costs of $13,500 paid for lender legal and other fees. These debt issuance costs will be amortized over the term of the convertible Note or such shorter period as the convertible Notes may be outstanding. Accordingly, as the convertible Notes are converted to common stock prior to their expiration date, that amount of debt issuance costs attributable to the amounts converted will be accelerated and expensed as of the applicable conversion dates. For the three months ended March 31, 2014, $5,822 of these costs had been expensed as debt issuance costs. | |||||||
We have determined that the conversion feature of the convertible Notes represents an embedded derivative since the convertible Note is convertible into a variable number of shares upon conversion. Accordingly, the 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 convertible Notes. Such discount will be accreted from the date of issuance to the maturity dates of the 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 $88,000 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 convertible Notes resulted in an initial debt discount of $88,000 and an initial loss on the valuation of derivative liabilities of $119,052 for a derivative liability balance of $207,052 at issuance. | |||||||
The fair values of all the convertible Notes includes notes issued in the prior year and 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% | 4.50% | |
8/14/13 | 59,949 | 9 months | 0.00395 | 0.0149 | 570% | 4.50% | |
8/23/13 | 189,695 | 9 months | 0.0041 | 0.0062 | 574% | 4.50% | |
9/25/13 | 111,000 | 9 months | 0.0014 | 0.0075 | 589% | 4.50% | |
10/23/13 | 269,571 | 9 months | 0.0074 | 0.052 | 594% | 4.50% | |
12/11/13 | 166,284 | 2 years | 0.007 | 0.0214 | 576% | 4.50% | |
On January 6, 2014, the 6/28/13 debentures along with $1,088 in interest were converted to 4,271,166 shares of common stock. | |||||||
At March 31, 2014, the Company revalued the derivative liability balance of the convertible Notes; the change in the derivative liability decreased by $56,081. | |||||||
The fair value of the convertible Note was calculated at March 31, 2014 utilizing the following assumptions: | |||||||
Fair Value | Term | Assumed | Volatility | Interest Rate | |||
Conversion | Percentage | ||||||
Price | |||||||
$615,964 | 9 months/2 years | $0.003/$.00375 | 585.80% | 0.47% |
Accounts_Payable_and_Accrued_L
Accounts Payable and Accrued Liabilities | 3 Months Ended |
Mar. 31, 2014 | |
Payables and Accruals [Abstract] | ' |
Accounts Payable and Accrued Liabilities | ' |
NOTE 4. ACCOUNTS PAYABLE and ACCRUED LIABILITIES | |
As of March 31, 2014 and 2013, the Company has outstanding $24,253 and $29.450 in Accounts payable and accrued liabilities relating to operational expenses and legal fees, respectively. |
Customer_Deposits
Customer Deposits | 3 Months Ended |
Mar. 31, 2014 | |
Other Liabilities Disclosure [Abstract] | ' |
Customer Deposits | ' |
NOTE 5. CUSTOMER DEPOSITS | |
As of March 31, 2014 and 2013, the Company had outstanding Customer deposit balances of $6,540 and $185,000, respectively. This remaining balance of $6,540 as of March 31, 2014 is being refunded to the customer at $1,000 per month, as agreed between the parties. |
Stockholders_Equity_Deficit
Stockholders' Equity (Deficit) | 3 Months Ended | |||||||
Mar. 31, 2014 | ||||||||
Equity [Abstract] | ' | |||||||
Stockholders' Equity (Deficit) | ' | |||||||
NOTE 6 STOCKHOLDERS’ EQUITY (DEFICIT) | ||||||||
Capital Stock | ||||||||
The Company is currently authorized to issue unlimited common shares at $.01 par value per share and the following preferred shares: | ||||||||
The Company had 283,536,150 and 58,768,150 shares of common stock issued and outstanding as of March 31, 2014 and December 31, 2013, respectively, including 150,000,000 shares issued to a subsidiary, Omega Capital Street, 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. The Unit Subscription Agreement issued a total of 30,222 newly designated shares of preferred stock, which are convertible to common stock totaling 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 appointed an intermediary to monitor and enforce the Use of Proceeds to ensure that it meets the projected Use of Proceeds as detailed in our December 31, 2013 10-K filing with the SEC. | ||||||||
In accordance with the terms of the agreement, we have reserved 28,000,000 shares of common stock for the preferred stock conversion. | ||||||||
As of March 31, 2014, the Company currently has the following preferred stock classes and issuances: | ||||||||
Series A Preferred stock: 1,000,000 shares authorized, 271,998 issued and outstanding, 3,510 to be issued | ||||||||
Series B preferred stock: 1,000,000 shares authorized, -0- shares issued and outstanding | ||||||||
Series C preferred stock: 500,000 shares authorized, 500,000 issued and outstanding | ||||||||
Series D preferred stock: 100,000 shares authorized, 100,000 issued and outstanding | ||||||||
Series E Redeemable Cumulative Preferred Stock: 25,000 shares, par value $200, 12.5% annual dividends, convertible at 200,000 shares of common stock for each 100 shares of Series E. Redeemable Cumulative Preferred Stock. | ||||||||
Series F Cumulative Redeemable preferred stock – 500,000 shares, par value $5, 80,000 issued and outstanding | ||||||||
Series G Convertible Preferred Stock: 1,000,000 shares, par value $1, convertible at 25 shares of common stock for each share of Series G Convertible Preferred Stock, 1,000,000 issued and outstanding | ||||||||
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 three month ended March 31, 2014. | ||||||||
WARRANTS | ||||||||
As part of the consulting agreement with A.S. Austin Company, Inc., the Company grants 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 are 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. | ||||||||
During the quarter ended March 31, 2014, the Company issued to A.S.Austin Company 83,333 warrants to purchase shares of common stock at $.40 per share. As of March 31, 2014, the Company issued to A.S. Austin Company 333,328 warrants. | ||||||||
On September 4, 2013, as part of the Unit exchange agreement of convertible preferred stock, 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 March 31, 2014 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 | 333,328 | 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 | ||||||
$0.40 | 333,328 | 2 | ||||||
As of March 31, 2014, 25,641,000 options and 101,591,428 warrants to purchase our common stock have been issued. No warrants have been exercised. | ||||||||
DEFERERED EQUITY OFFERING COSTS | ||||||||
In connection with the Standby Purchase Agreement with Lambert in 2013, the Company issued 10,000,000 shares to Lambert in 2013. In the event it is determined no additional shares will be sold under the Standby Purchase Agreement, any deferred equity offering costs will be expensed at such time. | ||||||||
As of March 31, 2014, no additional shares of common stock have been issued to Lambert under the Standby Purchase Agreement. |
Income_Loss_Per_Share
Income (Loss) Per Share | 3 Months Ended |
Mar. 31, 2014 | |
Earnings Per Share [Abstract] | ' |
Income (Loss) Per Share | ' |
NOTE 7: INCOME (LOSS) PER SHARE | |
Income (loss) per share is computed by dividing the net income (loss) by the weighted average number of common shares outstanding during the period. Diluted income (loss) per share reflects the potential dilution that could occur if securities or other contracts to issue common stock were exercised or converted into common stock or resulted in the issuance of common stock that would then share in the income of the Company, subject to anti-dilution limitations. Basic and diluted income (loss) per share was the same for the periods ended March 31, 2014 and 2013. Stock options and warrants associated with performance contracts totaling 127,232,428 shares are not considered in the calculation as the impact of the potential common shares would be to decrease loss per share. Therefore no diluted loss per share figures are presented. The Company posted losses of ($.01) and ($.01) per basic and diluted share for the periods ended March 31, 2014 and 2013, respectively. |
Supplemental_Cash_Flow_Informa
Supplemental Cash Flow Information | 3 Months Ended | |||||
Mar. 31, 2014 | ||||||
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 March 31, 2014 and 2013 are summarized as follows: | ||||||
Cash paid during the periods ending March 31, 2014 and 2013 for interest and income taxes: | ||||||
2014 | 2013 | |||||
Income Taxes | $ | -- | $ | -- | ||
Interest Paid | $ | 934 | $ | 2,256 |
Segment_Reporting
Segment Reporting | 3 Months Ended | |||||||||||
Mar. 31, 2014 | ||||||||||||
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. | ||||||||||||
2014 | Commercial | Commercial | Web Portal | Total | ||||||||
Financing (CRE) | M & A (STREET) | (CMP) | ||||||||||
Revenue | 39,978 | 0 | 0 | 39,978 | ||||||||
Cost of Sales | -44,358 | 0 | 0 | -44,358 | ||||||||
Gross Profit | $ | -4,380 | $ | 0 | $ | 0 | -4,380 | |||||
Expenses | 0 | -37,351 | -44,781 | |||||||||
Net Loss | $ | 0 | $ | -37,351 | $ | -44,781 | ||||||
2013 | Commercial | Commercial | Web Portal | Total | ||||||||
Financing (CRE) | M & A (STREET) | (CMP) | ||||||||||
Revenue | 64,930 | 0 | 0 | 0 | ||||||||
Cost of Sales | -43,910 | 0 | 0 | 0 | ||||||||
Gross Profit | $ | 21,020 | $ | 0 | $ | 0 | $ | 21,020 | ||||
Expenses | -565,880 | 0 | 0 | -565,880 | ||||||||
Net Loss | $ | -544,860 | $ | 0 | $ | 0 | $ | -544,860 | ||||
Going_Concern
Going Concern | 3 Months Ended |
Mar. 31, 2014 | |
Going Concern | ' |
Going Concern | ' |
NOTE 10. GOING CONCERN | |
The accompanying consolidated financial statements for the periods ended March 31, 2014 and 2013 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 March 31, 2014, the Company has working capital of $394,540 and a retained deficit of ($9,844,269). 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 | 3 Months Ended |
Mar. 31, 2014 | |
Investments, All Other Investments [Abstract] | ' |
Trading Securities | ' |
NOTE 11. TRADING SECURITIES | |
As of March 31, 2014, the Company held $37,500 in securities in its margin account and $818 in its money market account, which is included in the cash balance of $34,514. | |
The Company held no investments or securities and $7,681 in its money market account as of March 31, 2013. |
Judgments_Payable
Judgments Payable | 3 Months Ended |
Mar. 31, 2014 | |
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 March 31, 2014 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. | |
On April 26, 2013, Madison Boardwalk, LLC (“Madison Boardwalk”) filed a complaint in the U.S. District Court for the Western District of Wisconsin (Case No. l 13-cv-288) against Omega Commercial finance Corp. (“the company”), Jon S. Cummings IV and Von C. Cummings. The complaint alleges that the company breached its agreements with Madison Boardwalk to provide it with funding for a hotel it was seeking to finance and develop (the “Project”). | |
The complaint also alleges that the defendants engaged in deceptive practices in violation of Wisconsin Statues Section 100.18(1) and that Jon S. Cummings IV and made intentional misrepresentations related to the Company’s ability to arrange financing for the Project. The plaintiff is seeking damages against the Company in the amount of $9,240,874, which the plaintiff claims is the difference between the financing cost proposed by the Company and what the plaintiff alleged they could receive from an alleged alternative funding source; plus, Jon S. Cummings IV and Von C. Cummings jointly and severally in the amount of $1,071,000, and certain other amounts as determined at trial. The plaintiff did provide to the Company a payment of a non-refundable due diligence and processing fee in the amount of $20,000, which is not in dispute. | |
In response to this complaint, the Company and Jon S. Cummings IV filed a motion to dismiss the complaint due to Jurisdiction and Venue. On November 7, 2013, the Court issued an order denying the motion to dismiss, granting Madison Boardwalk’s motion for leave to file a surreply and allowing Madison Boardwalk leave until November 21, 2013 to show that the individual defendants in this case are citizens of Florida. | |
The Company believes that this claim is totally without merit, and the Company intends to file its Answer and Affirmative Defenses followed by a Motion for Summary Judgment and to vigorously defend the company, The Company cannot predict the ultimate outcome of the complaint. And, in the event, that the court ultimately awards Madison Boardwalk the full claimed amount, it may have an adverse effect on our financial and liquidity positions in future periods. However, the company holds the right to file a Rule 11 Motion for sanctions any time prior to trial for any damages this may cause to the company and its shareholders of record. Furthermore, the Company assumes Von C. Cummings will retain his own counsel at his cost because he is employed as the CEO of Bentley Addison Capital finance and not the Company. | |
As of March 31, 2014 and December 31, 2013, the Company has payment obligations of $2,300,948 on the judgments against it. |
Related_Party_Transactions
Related Party Transactions | 3 Months Ended |
Mar. 31, 2014 | |
Related Party Transactions [Abstract] | ' |
Related Party Transactions | ' |
NOTE 13 RELATED PARTY TRANSACTIONS | |
During the periods ended March 31, 2014 and 2013, the Company compensated its officer $23,790 and $23,218 in cash and equivalents, respectively. |
Material_Transactions
Material Transactions | 3 Months Ended |
Mar. 31, 2014 | |
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. | |
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 March 31, 2014, 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 March 31, 2014, the agreement is being restructured. | |
ACQUISITION OF VFG SECURITIES INC. | |
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 $125,000 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 March 31, 2014, VFG has withdrawn from the acquisition and refunded the Company $110,000. As of March 31, 2014, the Company has terminated the balance of the contract. | |
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. As of March 31, 2014, there have been no additional transactions with Lambert. |
Income_Taxes
Income Taxes | 3 Months Ended | |||||
Mar. 31, 2014 | ||||||
Income Tax Disclosure [Abstract] | ' | |||||
Income Taxes | ' | |||||
NOTE 15. INCOME TAXES | ||||||
At March 31, 2014, the Company had federal and state net operating loss carry forwards of approximately $9,826,432 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 March 31, 2014 and 2013. | ||||||
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 March 31, 2014 and December 31, 2013 consists of net operating loss carry forwards calculated using federal and state effective tax rates equating to approximately $3,341,000 less a valuation allowance in the amount of ($3,341,000). 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 March 31, 2014 and December 31, 2013 is as follows: | ||||||
2014 | 2013 | |||||
Net operating loss carry forwards | $ | 3,341,000 | $ | 2,300,000 | ||
Valuation Allowance | -3,341,000 | -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 March 31, 2014 and December 31, 2013, is as follows: | ||||||
2014 | 2013 | |||||
Income tax computed at the federal statutory rate | 34% | 34% | ||||
Valuation Allowance | -34% | -34% | ||||
Net deferred tax asset | 0% | 0% |
Lease_Commitments
Lease Commitments | 3 Months Ended |
Mar. 31, 2014 | |
Leases [Abstract] | ' |
Lease Commitments | ' |
NOTE 16. LEASE COMMITMENTS | |
Omega Capital Street has an 11 month sublet of office space in downtown Miami, FL with an unrelated landlord. The sublease may be renegotiated upon expiration December 1, 2014. The Company also has 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. |
Subsequent_Events
Subsequent Events | 3 Months Ended |
Mar. 31, 2014 | |
Subsequent Events [Abstract] | ' |
Subsequent Events | ' |
NOTE 17. SUBSEQUENT EVENTS | |
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) | 3 Months Ended |
Mar. 31, 2014 | |
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 March 31, 2013 consolidated financial statements have been made to conform to the March 31, 2014 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. | |
Furniture, Fixtures and Equipment | ' |
Furniture, Fixtures and Equipment | |
Property and equipment is stated at cost. Depreciation on property and equipment is calculated using the straight-line method over the estimated useful lives of the assets. | |
Expenditures for major renewals and betterments that extend the useful lives of the assets are capitalized and amortized over 3-5 years. Expenditures for maintenance and repairs of the assets are charged to expense as incurred. | |
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. | |
Comprehensive Income (Loss) | ' |
Comprehensive Income (Loss) | |
The Company reports comprehensive income and its components following guidance set forth by section 220-10 of the FASB Accounting Standards Codification which establishes standards for the reporting and display of comprehensive income and its components in the financial statements. Comprehensive income (loss) items relate directly to investment securities (see Note 10). | |
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 loss by the weighted average number of shares of common stock outstanding during the period. Diluted net income (loss) per share is computed by dividing net loss by the weighted average number of shares of common stock and potentially outstanding shares of common stock during each period. 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. | |
Trading Securities | ' |
Trading Securities | |
Trading securities was comprised of publicly traded stock shares which were purchased. The carrying value of the investment is the market price of the shares at March 31, 2014. The Company held no trading securities at December 31, 2013. Any unrealized gain or loss are recorded under other income/(expense) in the accompanying consolidated statements of operations. | |
Offshore Banking Credit Risk | ' |
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. | |
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. | |
Fair Value for Financial Assets and Financial Liabilities | ' |
Fair Value for Financial Assets and Financial Liabilities | |
The Company follows paragraph 825-10-50-10 of the FASB Accounting Standards Codification for disclosures about fair value of its financial instruments and paragraph 820-10-35-37 of the FASB Accounting Standards Codification (“Paragraph 820-10-35-37”) to measure the fair value of its financial instruments. Paragraph 820-10-35-37 establishes a framework for measuring fair value in accounting principles generally accepted in the United States of America (U.S. GAAP), and expands disclosures about fair value measurements. To increase consistency and comparability in fair value measurements and related disclosures, Paragraph 820-10-35-37 establishes a fair value hierarchy which prioritizes the inputs to valuation techniques used to measure fair value into three broad levels. The fair value hierarchy gives the highest priority to quoted prices (unadjusted) in active markets for identical assets or liabilities and the lowest priority to unobservable inputs. The three levels of fair value hierarchy defined by Paragraph 820-10-35-37 are described below: | |
Level 1 | |
Quoted market prices available in active markets for identical assets or liabilities as of the reporting date. | |
Level 2 | |
Pricing inputs other than quoted prices in active markets included in Level 1, which are either directly or indirectly observable as of the reporting date. | |
Level 3 | |
Pricing inputs that are generally observable inputs and not corroborated by market data. | |
The carrying amounts of the Company’s financial assets and liabilities, such as cash and accounts payable approximate their fair values because of the short maturity of these instruments. | |
Recently issued accounting pronouncements: | ' |
Recently issued accounting pronouncements: | |
The Company has reviewed all recently issued, but not yet effective, accounting pronouncements and do 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. | |
In February 2013 the FASB issued ASC Update No. 2013-02 “Comprehensive Income Reporting of Amounts Reclassified Out of Accumulated Other Comprehensive Income (Topic 220)”, which amends ASC Topic 220. The amendments require an entity to provide information about the amounts reclassified out of accumulated other comprehensive income (“AOCI”) by component. In addition an entity is required to present either on the face of the Statement of Income on in the Notes to the Consolidated Financial Statements significant amounts reclassified out of AOCI and should be provided by the respective line items of net income but only if the amount reclassified is required under GAAP to be reclassified in its entirety to net income in the same reporting period. For other amounts that are not required under GAAP to be reclassified in their entirety to net income, an entity is required to cross reference to other disclosures required under GAAP that provide additional detail about these amounts. The changes to the ASC as a result of this updated guidance are effective for annual and interim reporting periods beginning after December 15, 2012. The adoption of ASU No. 2013-02 will not have a material effect on the Company’s Consolidated Financial Statements. | |
The Company has reviewed all recently issued, but not yet effective, accounting pronouncements and do 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) | 3 Months Ended | ||||||
Mar. 31, 2014 | |||||||
Debt Disclosure [Abstract] | ' | ||||||
Schedule of Fair Value of Convertible Notes | ' | ||||||
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% | 4.50% | |
8/14/13 | 59,949 | 9 months | 0.00395 | 0.0149 | 570% | 4.50% | |
8/23/13 | 189,695 | 9 months | 0.0041 | 0.0062 | 574% | 4.50% | |
9/25/13 | 111,000 | 9 months | 0.0014 | 0.0075 | 589% | 4.50% | |
10/23/13 | 269,571 | 9 months | 0.0074 | 0.052 | 594% | 4.50% | |
12/11/13 | 166,284 | 2 years | 0.007 | 0.0214 | 576% | 4.50% | |
Fair Value | Term | Assumed | Volatility | Interest Rate | |||
Conversion | Percentage | ||||||
Price | |||||||
$615,964 | 9 months/2 years | $0.003/$.00375 | 585.80% | 0.47% | |||
Stockholders_Equity_Deficit_Ta
Stockholders' Equity (Deficit) (Tables) | 3 Months Ended | |||||||
Mar. 31, 2014 | ||||||||
Equity [Abstract] | ' | |||||||
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 | 333,328 | 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 | 333,328 | 2 |
Supplemental_Cash_Flow_Informa1
Supplemental Cash Flow Information (Tables) | 3 Months Ended | |||||
Mar. 31, 2014 | ||||||
Supplemental Cash Flow Elements [Abstract] | ' | |||||
Schedule of Cash Flow Supplemental Information | ' | |||||
2014 | 2013 | |||||
Income Taxes | $ | -- | $ | -- | ||
Interest Paid | $ | 934 | $ | 2,256 |
Segment_Reporting_Tables
Segment Reporting (Tables) | 3 Months Ended | |||||||||||
Mar. 31, 2014 | ||||||||||||
Segment Reporting [Abstract] | ' | |||||||||||
Schedule of Segment Reporting | ' | |||||||||||
2014 | Commercial | Commercial | Web Portal | Total | ||||||||
Financing (CRE) | M & A (STREET) | (CMP) | ||||||||||
Revenue | 39,978 | 0 | 0 | 39,978 | ||||||||
Cost of Sales | -44,358 | 0 | 0 | -44,358 | ||||||||
Gross Profit | $ | -4,380 | $ | 0 | $ | 0 | -4,380 | |||||
Expenses | 0 | -37,351 | -44,781 | |||||||||
Net Loss | $ | 0 | $ | -37,351 | $ | -44,781 | ||||||
2013 | Commercial | Commercial | Web Portal | Total | ||||||||
Financing (CRE) | M & A (STREET) | (CMP) | ||||||||||
Revenue | 64,930 | 0 | 0 | 0 | ||||||||
Cost of Sales | -43,910 | 0 | 0 | 0 | ||||||||
Gross Profit | $ | 21,020 | $ | 0 | $ | 0 | $ | 21,020 | ||||
Expenses | -565,880 | 0 | 0 | -565,880 | ||||||||
Net Loss | $ | -544,860 | $ | 0 | $ | 0 | $ | (544,860 |
Income_Taxes_Tables
Income Taxes (Tables) | 3 Months Ended | |||||
Mar. 31, 2014 | ||||||
Income Tax Disclosure [Abstract] | ' | |||||
Schedule of Deferred Tax Assets | ' | |||||
2014 | 2013 | |||||
Net operating loss carry forwards | $ | 3,341,000 | $ | 2,300,000 | ||
Valuation Allowance | -3,341,000 | -2,300,000 | ||||
Net deferred tax asset | $ | 0 | $ | 0 | ||
Schedule of Effective Income Tax Rate Reconciliation | ' | |||||
2014 | 2013 | |||||
Income tax computed at the federal statutory rate | 34% | 34% | ||||
Valuation Allowance | -34% | -34% | ||||
Net deferred tax asset | 0% | 0% |
Summary_of_Significant_Account1
Summary of Significant Accounting Policies (Details Narrative) (USD $) | 3 Months Ended | |
Mar. 31, 2014 | Mar. 31, 2013 | |
Accounting Policies [Abstract] | ' | ' |
Warrants issued | 83,333 | 0 |
Warrants outstanding, exercise price per share | $0.40 | ' |
Stock options outstanding | 25,641,000 | ' |
A.S. Austin, warrants outstanding | 333,328 | ' |
Warrants outstanding | 101,591,428 | ' |
Antidilutive shares | 127,232,428 | ' |
Prepaid_Assets_Details_Narrati
Prepaid Assets (Details Narrative) (USD $) | 3 Months Ended |
Mar. 31, 2014 | |
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract] | ' |
Operating lease deposit | $919 |
Buyout option | 'The 3 year lease includes an option for a $500 buyout. |
Convertible_Debentures_Details
Convertible Debentures (Details) (USD $) | 3 Months Ended | |
Mar. 31, 2014 | Mar. 31, 2013 | |
Convertible Notes [Line Items] | ' | ' |
Convertible notes, fair value | $615,964 | ' |
Convertible notes, term | '2 years 9 months | ' |
Convertible notes, assumed conversion price | $0.00 | ' |
Convertible notes, volatility percentage | 585.80% | ' |
Convertible notes, interest rate | 0.47% | ' |
Gross proceeds from convertible debentures | 88,000 | 0 |
Net proceeds from convertible net | 74,500 | ' |
Debt issuance costs from convertible debentures | 13,500 | ' |
Amortization of debt issuance costs | 5,822 | ' |
Derivative liability | 207,052 | ' |
Change in derivative liability | 56,081 | ' |
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 | 4.50% | ' |
Debt and accrued interest converted to stock, value | 47,756 | ' |
Conversion of Stock, Shares Converted | 4,271,166 | ' |
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 | 4.50% | ' |
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 | 4.50% | ' |
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 | 4.50% | ' |
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 | 594.00% | ' |
Convertible notes, interest rate | 4.50% | ' |
CY Convertible Notes #6 | ' | ' |
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 | 576.00% | ' |
Convertible notes, interest rate | 4.50% | ' |
Accounts_Payable_and_Accrued_L1
Accounts Payable and Accrued Liabilities (Details Narrative) (USD $) | Mar. 31, 2014 | Mar. 31, 2013 |
Payables and Accruals [Abstract] | ' | ' |
Other accounts payable and accrued liabilities | $24,253 | $29,450 |
Customer_Deposits_Details_Narr
Customer Deposits (Details Narrative) | 3 Months Ended |
Mar. 31, 2014 | |
Other Liabilities Disclosure [Abstract] | ' |
Repayment of customer deposits, terms | 'The Company had outstanding Customer deposit balances of $6,540 and $185,000, respectively. This remaining balance of $6,540 as of March 31, 2014 is being refunded to the customer at $1,000 per month, as agreed between the parties. |
Stockholders_Equity_Deficit_De
Stockholders' Equity (Deficit) (Details 1) (USD $) | 3 Months Ended |
Mar. 31, 2014 | |
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_De1
Stockholders' Equity (Deficit) (Details 2) (USD $) | 3 Months Ended |
Mar. 31, 2014 | |
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 | 101,591,428 |
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 | 333,328 |
Exercise price per share, exercisable | $0.40 |
Remaining contractual term, exercisable | '2 years |
Stockholders_Equity_Deficit_De2
Stockholders' Equity (Deficit) (Details Narrative) (USD $) | 3 Months Ended | 12 Months Ended | ||
Mar. 31, 2014 | Mar. 31, 2014 | Mar. 31, 2014 | Dec. 31, 2013 | |
Common Stock Issued To Investors | Common Stock Issued For A. S. Austin | Common Stock Issued To Omega Capital Street | Common Stock Issued To Lambert | |
Class of Stock [Line Items] | ' | ' | ' | ' |
Common stock issued, shares | ' | ' | 150,000,000 | 10,000,000 |
Unit Subscription investment | $40,642,069 | ' | ' | ' |
Preferred stock issued | 30,222 | ' | ' | ' |
Preferred stock reserved for issuance | 28,000,000 | ' | ' | ' |
Stock warrants issued, shares | ' | 1,000,000 | ' | ' |
Supplemental_Cash_Flow_Informa2
Supplemental Cash Flow Information (Details) (USD $) | 3 Months Ended | |
Mar. 31, 2014 | Mar. 31, 2013 | |
Supplemental Cash Flow Elements [Abstract] | ' | ' |
Income Taxes | $0 | $0 |
Interest Paid | $934 | $2,256 |
Segment_Reporting_Details
Segment Reporting (Details) (USD $) | 3 Months Ended | |
Mar. 31, 2014 | Mar. 31, 2013 | |
Segment Reporting Information [Line Items] | ' | ' |
Cost of Sales | $44,358 | $43,910 |
Gross Profit | -4,380 | 21,020 |
Expenses | 1,186,333 | 542,967 |
Net Loss | -1,890,216 | -544,790 |
Commercial Financing (CRE) | ' | ' |
Segment Reporting Information [Line Items] | ' | ' |
Revenue | 39,978 | 64,930 |
Cost of Sales | -44,358 | -43,910 |
Gross Profit | -4,380 | 21,020 |
Expenses | ' | -565,880 |
Net Loss | ' | -544,860 |
Commercial M & A (Street) | ' | ' |
Segment Reporting Information [Line Items] | ' | ' |
Revenue | 0 | 0 |
Cost of Sales | 0 | 0 |
Gross Profit | 0 | 0 |
Expenses | -37,351 | 0 |
Net Loss | -37,351 | 0 |
Web Portal (CMP) | ' | ' |
Segment Reporting Information [Line Items] | ' | ' |
Revenue | 0 | 0 |
Cost of Sales | 0 | 0 |
Gross Profit | 0 | 0 |
Expenses | -44,781 | 0 |
Net Loss | -44,781 | 0 |
Total | ' | ' |
Segment Reporting Information [Line Items] | ' | ' |
Revenue | 39,978 | 0 |
Cost of Sales | -44,358 | 0 |
Gross Profit | -4,380 | 21,020 |
Expenses | ' | -565,880 |
Net Loss | ' | ($544,860) |
Going_Concern_Details_Narrativ
Going Concern (Details Narrative) (USD $) | Mar. 31, 2014 |
Going Concern | ' |
Negative working capital | $394,540 |
Trading_Securities_Details_Nar
Trading Securities (Details Narrative) (USD $) | Mar. 31, 2014 | Mar. 31, 2013 |
Investments, All Other Investments [Abstract] | ' | ' |
Money market accounts | $818 | $7,681 |
Judgments_Payable_Details_Narr
Judgments Payable (Details Narrative) (USD $) | Mar. 31, 2014 | Dec. 31, 2013 | Mar. 31, 2014 | Mar. 31, 2014 | Mar. 31, 2014 | Mar. 31, 2014 |
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. | Madison Boardwalk, LLC | |||
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. | 'Madison Boardwalk, LLC filed a complaint in the U.S. District Court for the Western District of Wisconsin (Case No. l 13-cv-288) against Omega Commercial finance Corp., Jon S. Cummings IV and Von C. Cummings. The complaint alleges that the company breached its agreements with Madison Boardwalk to provide it with funding for a hotel it was seeking to finance and develop. The complaint also alleges that the defendants engaged in deceptive practices in violation of Wisconsin Statues Section 100.18(1) and that Jon S. Cummings IV and made intentional misrepresentations related to the Company's ability to arrange financing for the Project. The plaintiff is seeking damages against the Company in the amount of $9,240,874, which the plaintiff claims is the difference between the financing cost proposed by the Company and what the plaintiff alleged they could receive from an alleged alternative funding source; plus, Jon S. Cummings IV and Von C. Cummings jointly and severally in the amount of $1,071,000, and certain other amounts as determined at trial. The plaintiff did provide to the Company a payment of a non-refundable due diligence and processing fee in the amount of $20,000, which is not in dispute. |
Litigation, settlement | $2,300,948 | $2,300,948 | $1,564,832 | $85,000 | $651,116 | $9,240,874 |
Related_Party_Transactions_Det
Related Party Transactions (Details Narrative) (USD $) | Mar. 31, 2014 | Mar. 31, 2013 |
Related Party Transactions [Abstract] | ' | ' |
Related party compensation | $23,790 | $23,218 |
Material_Transactions_Details_
Material Transactions (Details Narrative) (USD $) | 3 Months Ended | 12 Months Ended | ||||||
Mar. 31, 2014 | Mar. 31, 2013 | Dec. 31, 2013 | Dec. 31, 2013 | Dec. 31, 2013 | Dec. 31, 2013 | Dec. 31, 2013 | Dec. 31, 2013 | |
Equity Restructuring | Termination of Dutchess Investment Agreement | Joint Venture - Gardens VE | Joint Venture - Towers | Acquisition of VFG Securities Inc. | Equity Purchase Agreement - Lambert Private Equity LLC | |||
Business Acquisition [Line Items] | ' | ' | ' | ' | ' | ' | ' | ' |
Series A redeemable preferred stock, dividend rate | ' | ' | 4.50% | ' | ' | ' | ' | ' |
Series A redeemable preferred stock, redemption terms | ' | ' | '3 years | ' | ' | ' | ' | ' |
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. | '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 March 31, 2014, the agreements are being restructured. | '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 March 31, 2014, the agreement is being restructured. | '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 March 31, 2014, VFG has withdrawn from the acquisition and refunded the Company $110,000. As of March 31, 2014, the Company has terminated the balance of the contract. | '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. |
Restricted shares issued | ' | ' | ' | ' | 1,000,000 | 1,000,000 | ' | ' |
Proceeds from notes payable | $0 | $231,500 | ' | ' | ' | ' | ' | ' |
Income_Taxes_Details_1
Income Taxes (Details 1) (USD $) | Mar. 31, 2014 | Dec. 31, 2013 |
Income Tax Disclosure [Abstract] | ' | ' |
Net operating loss carry forwards | $3,341,000 | $2,300,000 |
Valuation allowance | -3,341,000 | -2,300,000 |
Net deferred tax asset | $0 | $0 |
Income_Taxes_Details_2
Income Taxes (Details 2) | 3 Months Ended | 12 Months Ended |
Mar. 31, 2014 | Dec. 31, 2013 | |
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 $) | 3 Months Ended |
Mar. 31, 2014 | |
Income Tax Disclosure [Abstract] | ' |
Net operating loss carryforwards | $9,826,432 |
Operating loss carryforwards, expiration periods | 31-Dec-24 |
Lease_Commitments_and_Related_
Lease Commitments and Related Party Transactions (Details Narrative) (USD $) | 3 Months Ended |
Mar. 31, 2014 | |
Leases [Abstract] | ' |
Monthly rent expense, for executive office | $95 |