Omega Commercial Finance Corporation Affects a 1-for-20,000 Reverse Stock Split

MIAMI, FL--(Marketwired - July 31, 2014) - Omega Commercial Finance Corporation (PINKSHEETS: OCFN) is a fully reporting publicly traded financial services holding company with their principal companies operating in the commercial real estate financing and asset backed capital markets sector. The company has facilitated a 1-for-20,000 reverse stock split effective this past July 3, 2014.

Consequently, management felt it was prudent to finally dilute away any adversely related organizational overhang in order for the company to successfully capitalize the balance sheet moving forward that will garner more support for the Company's common stock and attract a broader range of institutional investors. More importantly it will enable OCFN to begin meeting the minimum initial listing requirements of the NYSE Capital Market.

The Reverse Split

OCFN affected the reverse split through a corporate action that was authorized by the majority shareholder and Chairman Jon S. Cummings IV. The Company's reverse split price is reflected in the closing trading price on July 3, 2014 of $60.00 per share as quoted on the OTC Market. 

OCFN's issued and outstanding shares of common stock decreases to approximately 19,549 post-split shares from approximately 523 million pre-split shares. As a result of the reverse split, every 20,000 shares of common stock held by each shareholder will be automatically converted into one (1) share of common stock. All fractional shares will be rounded up and as a result the Company will issue an additional share to those said shareholders.

The trading symbol for the common stock will remain unchanged, although a "D" was temporally placed at the end of the ticker symbol (OCFND) for 20 business days to alert the public to the reverse split and thus removed as of today July 31^th 2014. In addition, the Company's common stock will trade under a new CUSIP number (68207V307).

It is not necessary for Company shareholders to exchange their existing stock certificates for new certificates as a result of the reverse split, although stockholders may do so if they wish. Pacific Stock Transfer, the transfer agent for the Company's common stock, upon request, will explain how to exchange their existing certificates.

Compelling Reasons for Reverse Stock Split

Strategically, OCFN can now initiate some of the following key initiatives as part of the restructuring of its capital stock through its reverse stock split:

• $40-million Unit Stock Offering Price Metric Achieved. One of the key milestones, pertaining to trading above a minimum price of $1.05 per share, was achieved with this Reverse Split. This requirement coupled with other attainable milestones will allow OCFN to focus on receiving each of its thirty-six (36) separate $1-million cash breakouts from the $40-million Subscription Receivable currently booked on OCFN's balance sheet. Once all 36 milestones are met and the $36-million in breakouts are received, those original 9 investors will have the option to additionally provide OCFN a projected $126-million cash investment from its common stock warrants. 

• Launch of our newly acquired CRE REIT with up to a $20-million Credit Facility. The importance centered around the reverse split as described herein is based on the need for a cash injection of up to $2-million for OCFN's lending subsidiary/REIT, AmericaVest CRE Mortgage Funding Trust. This is an equity funding commitment necessary to meet the requirements of the $20-million commercial real estate credit facility. The REIT will seek to eventually originate commercial property loans currently existing in the pipeline of OCFN's lending subsidiary, Omega Capital Street. Full Disclosure: The term sheet dated July 1, 2014 from a small community bank is subject to its final loan approval.

• Complete Audit of $70-million Real Estate Holdings. In late 2012 OCFN completed a Strategic Alliance that yielded them a projected $70-million in real estate holdings. The entities holding the assets are required to have a PCAOB audit completed in order to consolidate the real estate value to OCFN's balance sheet. This should add a forecasted increase to the company's Book Value between $2.50 and $7.00 per share depending on the balance of the outstanding shares issued by OCFN at the time of completed audit.

• Omega Petroleum LLC Acquires Summit Group Holdings LLC. This reverse split has also made possible, a key acquisition of an existing Oil and Gas Company. The acquisition will focus on building a United States based oil refinery and from its projected cash revenue OCFN can prudently distribute its projected profits to its various lending subsidiaries and their respective loan funding operations. These vertical synergies from OCFN's umbrella of companies should garner a competitive edge over other lenders. 

Jon S. Cummings IV Chairman of Omega Commercial Finance Corporation states, "This reverse split is the first step towards meeting the initial listing requirements of the NYSE, which has been one of our primary goals. This may allow us to receive a higher valuation, better market support, and facilitate the raising of additional capital to support our overall strategic growth plan and lending subsidiaries."

About Us:

Omega Commercial Finance Corporation is a publicly traded financial services holding company with its principal companies operating in the commercial real estate financing, real estate brokerage and sales, and capital markets sectors. As a holding company, OCFN collectively along with its subsidiaries' management teams have a combined 150 years of experience and knowledge across their respective business lines; key umbrella of companies are:

• Omega Capital Street LLC
• AmericaVest Mortgage Funding Trust Inc.
• Omega Asset Backed Fund LP
• Omega Factoring LLC
• Omega Venture Capital LLC
• Omega Petroleum LLC
• Capital Matchpoint/Cannabis MatchPoint LLC

Safe Harbor
This release contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. These statements include all statements that are not statements of historical fact regarding the intent, belief or current expectations of Omega Commercial Finance Corp., its directors or its officers with respect to, among other things: (i) our expectations regarding revenues and earnings; (ii) our growth strategy and operating strategy; and (iii) our ability to attract new registered representatives. The words "may," "would," "will," "expect," "estimate," "can," "believe," "potential," "project" and similar expressions are intended to identify forward-looking statements. Investors are cautioned that any such forward-looking statements are not guarantees of future performance and involve risks and uncertain.