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)
July 8, 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
000-8447 Miami, Florida 33131 83-0219465
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(Commission File Number) (Address of Principal (IRS Employer
Executive Offices and zip Identification No.)
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 1.02. TERMINATION OF A MATERIAL DEFINITIVE AGREEMENT
Rescission Agreement
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On July 7, 2008, the Company entered into a Rescission Agreement for Share
Exchange (the "Rescission Agreement") with 21 Miami Oceans International
Limited, a Belize Corporation ("21 Oceans") and Steve Yamashiro, the sole
shareholder of 21 Miami Oceans International Limited ("Yamishiro"). The
Rescission Agreement rescinded the previous Agreement for Share Exchange
executed by and between the parties on June 30, 2008 pursuant to which the
Company acquired a 100% ownership interest in 21 Oceans in exchange for
1,000,000 newly-issued shares of common stock in the Company and other
consideration. The parties have mutually determined that it is in the best
interest of each of the parties to execute the Rescission Agreement, recinding
the Share Exchange Agreement and unwinding the deal altogether. The parties
remain on friendly terms and additional due diligence regarding a future
potential transaction may be completed by the parties.
ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS
The Rescission Agreement is incorporated by reference and attached hereto as
Exhibit 2.1.
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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 8, 2008
Omega Commercial Finance Corporation
By: /s/ Jon Cummings
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Jon Cummings
Chief Executive Officer