OMEGA COMMERCIAL FINANCE CORP.

0001515971-12-000347.txt : 20121015 0001515971-12-000347.hdr.sgml : 20121015 20121015140344 ACCESSION NUMBER: 0001515971-12-000347 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20121011 ITEM INFORMATION: Material Modifications to Rights of Security Holders ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20121015 DATE AS OF CHANGE: 20121015 FILER: COMPANY DATA: COMPANY CONFORMED NAME: OMEGA COMMERCIAL FINANCE CORP CENTRAL INDEX KEY: 0000029504 STANDARD INDUSTRIAL CLASSIFICATION: SHORT-TERM BUSINESS CREDIT INSTITUTIONS [6153] IRS NUMBER: 820219465 STATE OF INCORPORATION: WY FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-08447 FILM NUMBER: 121143454 BUSINESS ADDRESS: STREET 1: 200 S. BISCAYNE BLVD SUITE 4450 CITY: MIAMI STATE: FL ZIP: 33131 BUSINESS PHONE: 305-677-0306 MAIL ADDRESS: STREET 1: 200 S. BISCAYNE BLVD SUITE 4450 CITY: MIAMI STATE: FL ZIP: 33131 FORMER COMPANY: FORMER CONFORMED NAME: Omega Capital Funding, LLC DATE OF NAME CHANGE: 20070807 FORMER COMPANY: FORMER CONFORMED NAME: OMEGA COMMERCIAL FINANCE CORP DATE OF NAME CHANGE: 20070806 FORMER COMPANY: FORMER CONFORMED NAME: DOL RESOURCES INC DATE OF NAME CHANGE: 19920703 8-K 1 f8k101512.htm 8-K OMEGA COMMERCIAL FINANCE CORP.

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

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): October 11, 2012

OMEGA COMMERCIAL FINANCE CORPORATION

(Exact name of registrant as specified in charter)


Wyoming	333-180443	83-0219465
(State or other Jurisdiction of Incorporation or Organization)	(Commission File Number)	(IRS Employer Identification No.)


1000 5^th Street, Suite 200, Miami, Florida		33139
(Address of Principal Executive Offices		(Zip Code)

Registrant's telephone number, including area code: (305) 704-3294

(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:

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 3.03 Material Modification to Rights of Security Holders.

On October 4, 2012, the Board of Directors of Omega Commercial Finance Corp. (the “Company”) authorized the creation of 5,000,000 Series A Redeemable Cumulative Preferred Stock, par value $200 per share (“Series A Preferred”), which designation was finalized and executed by the Board of Directors on October 11, 2012. In accordance with the Wyoming Business Corporation Act, the Series A Preferred designation was entered into the books and records of the Company but not filed with the state of Wyoming.

Each share of Series A Preferred will pay a dividend equal to 7.25% of par value, per annum. The accruing dividends shall accrue from day to day pro rata from the original issue date, whether or not earned or delivered, and shall be cumulative. At any time after the 1st anniversary of the original issue date of the Preferred Shares, the Company shall have the right, but not the obligation, to redeem, out of funds legally available therefor, all (but not less than all) of the outstanding Preferred Shares. On the 5th anniversary of the original issue date, the Company shall have the obligation to redeem, out of funds legally available therefor, all outstanding Preferred Shares.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

3(i) – Certificate of Designation of Series A Redeemable Cumulative Preferred Stock

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Date: October 15, 2012

Omega Commercial Finance Corporation:

By:/s/ Jon S. Cummings, IV

Name: Jon S. Cummings, IV

Title: Chief Executive Officer

Date: October 15, 2012

EXHIBIT INDEX


Exhibit Number	Description of Exhibit

3(i)	Certificate of Designation of Series A Redeemable Cumulative Preferred Stock

EX-3 2 exhibit31.htm EXHIBIT 3.1 Exhibit 3.1

Exhibit 3.1

CERTIFICATE OF DESIGNATION

SERIES A REDEEMABLE CUMULATIVE PREFERRED

STOCK OF OMEGA COMMERCIAL FINANCE CORPORATION

Pursuant to the authority conferred upon the Board of Directors by the Articles of Incorporation of Omega Commercial Finance Corporation, a Wyoming Corporation (the “Company”), and by the Wyoming Business Corporation Act, the Board of Directors on October 4, 2012 adopted the following resolution creating a series of Five Million (5,000,000) shares of preferred stock designated as Series A Redeemable Cumulative Preferred Stock containing the following powers, preferences and rights:

Number of Shares; Designation. A total of 5,000,000 shares of preferred stock, par value $200.00 per share, of the Company are hereby designated as Series A Redeemable Cumulative Preferred Stock (the “Series”). Shares of the Series (“Preferred Shares”) will be issued at the par value of $200 per share (“Par Value”).

Rank. Except as otherwise set forth herein, the Preferred Shares shall have the same rights and privileges as the common stock of the Company (the “Common Stock”).

Dividends. Annual dividends at a rate of Seven and One Quarter percent (7.25%) of Par Value shall accrue on the Preferred Shares (subject to appropriate adjustment in the event of any stock dividend, stock split, combination or other similar recapitalization affecting such shares) in preference and priority to any declaration or payment of any distribution on Common Stock in such calendar year. The accruing dividends shall accrue from day to day pro rata from the original issue date, whether or not earned or delivered, and shall be cumulative.

Redemption. At any time after the 1st anniversary of the original issue date of the Preferred Shares, the Company shall have the right, but not the obligation, to redeem, out of funds legally available therefor, all (but not less than all) of the outstanding Preferred Shares. The Company shall redeem the Preferred Shares by paying in cash an amount per share equal to the Par Value for such Preferred Shares, plus an amount equal to all accrued but unpaid dividends thereon, whether or not earned. On the 5th anniversary of the original issue date, the Company shall have the obligation to redeem, out of funds legally available therefor, all outstanding Preferred Shares at a price per share equal to the Par Value for such Shares, plus an amount equal to all accrued but unpaid dividends thereon, whether or not earned.

Voting Rights. Each Class A Preferred Share shall have one vote and the right to vote on all matters submitted to the common shareholders for a vote at any time at special or annual meetings of the Company.

IN WITNESS WHEREOF, the Company has caused this Certificate to be duly executed on its behalf by its undersigned Chairman and Chief Executive Officer as of the date below

Date: October 11, 2012.

Omega Commercial Finance Corporation:

By:/s/ Jon S. Cummings, IV

Jon S. Cummings, IV

Title: President, CEO and Director