UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of Report: (Date of earliest event reported)
June 30, 2008
OMEGA COMMERCIAL FINANCE CORPORATION
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(Exact name of registrant as specified in charter)
Wyoming
(State or other Jurisdiction of Incorporation or Organization)
200 South Biscayne Blvd
Suite 4450
Miami, Florida 33131 83-0219465
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(Commission File Number) (Address of Principal (IRS Employer
Executive Offices and Identification No.)
zip code)
(305) 677-0306
(Registrant's telephone
number, including area code)
(Former Name or Former Address, if Changed Since Last Report)
Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any of the
following provisions:
[_] Written communications pursuant to Rule 425 under the Securities Act
[_] Soliciting material pursuant to Rule 14a-12 under the Exchange Act
[_] Pre-commencement communications pursuant to Rule 14d-2(b) under the
Exchange Act
[_] Pre-commencement communications pursuant to Rule 13e-4(c) under the
Exchange Act
ITEM 1.01 ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT
On June 30, 2008, the Company entered into a certain Agreement for Share
Exchange (the "Agreement for Share Exchange") with 21 Miami Oceans International
Limited, a Belize Corporation ("21 Oceans") and Steve Yamashiro, the sole
shareholder of 21 Miami Oceans International Limited ("Yamishiro"). 21 Oceans
possesses title and full ownership of the "Ocean Jewel," a cruise ship
constructed in 1982.
Pursuant to the terms of the Agreement for Share Exchange, Yamashiro will
transfer 100% of the issued and outstanding common stock of 21 Oceans to the
Company in exchange for 1,000,000 newly-issued shares of common stock in the
Company (the "Exchange Shares"). Following the Closing of the Share Exchange, 21
Oceans will operate as a wholly-owned subsidiary of the Company and will
continue to employ Yamashiro as its President and Chief Executive Officer.
In addition to receiving the Exchange Shares, the Company will provide to
21 Oceans (then its wholly-owned subsidiary) over the next six months additional
working capital of up to $10,000,000 to use as designated improvements on the
Ocean Jewel. According to the terms of the Agreement for Share Exchange, the
Company and Yamashiro will draft or amend the operating agreement of the Ocean
Jewel to set forth the net income disbursements from operations of the Ocean
Jewel. The distribution of net income (after operational expenses) will be
determined by the monthly audited income statement and will be allocated 85% to
Yamashiro and 15% to the Company.
The Agreement for Share Exchange has not yet closed.
ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS
The Agreement for Share Exchange is incorporated by reference and attached
hereto as Exhibit 2.1.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the Company
has duly caused this Report to be signed on its behalf by the undersigned
hereunto duly authorized.
Dated: July 2, 2008
Omega Commercial Finance Corporation
By: /s/ Jon S Cummings IV
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Jon S. Cummings IV
Chief Executive Officer