EX-99.2 6 fs63007.htm UNAUDITED CONDENSE CONSOLIDATED FINANCIAL STATEMENTS 2007




Omega Capital Funding, LLC

Balance Sheet

For the Six Months Ended June 30, 2007 and 2006

 

 

 

 

2007

2006

ASSETS

 

 

 

 

 

 

Current Assets

 

 

 

 

 

 

 

Cash in Bank

 

$

                     149,409

 $

                       75,390

 

 

Accounts receivable-trade, net

 

 

                              -   

 

                              -   

 

 

Other receivables

 

 

                              -   

 

 

 

 

Prepaid Expenses

 

 

                              -   

 

                              -   

 

 

 

Total Current Assets

 

                     149,409

 

                       75,390

 

Fixed Assets

 

 

 

 

 

 

 

Furniture and Fixtures

 

 

                       72,952

 

                       54,308

 

 

Equipment

 

 

                         7,704

 

                              -   

 

 

Computer Hardware

 

 

                       16,762

 

                       13,825

 

 

Computer Software

 

 

                              -   

 

                              -   

 

 

Other depreciable assets

 

 

                         2,648

 

                         2,648

 

 

 

Total Fixed Assets

 

                     100,066

 

                       70,781

 

 

(Less) Accumulated Depreciation

 

 

                     (22,787)

 

                       (5,566)

 

 

 

Total Fixed Assets

 

                       77,279

 

                       65,215

 

Other Assets

 

 

 

 

 

 

 

Deposits

 

 

                       19,086

 

                       19,086

 

 

Intangible Assets (Net of Amortization)

 

 

                         3,833

 

                         4,750

 

 

 

Total Other Assets

 

                       22,920

 

                       23,836

 

 

 

Total Assets

$

                     249,608

 $

                     164,441

 

 

 

 

 

 

 

 

LIABILITIES AND STOCKHOLDERS' EQUITY

 

 

 

 

 

 

Current Liabilities

 

 

 

 

 

 

 

Unearned Revenue - pending / litigation

 

$

                     580,666

 $

 

 

 

Other Accrued Expenses

 

 

                            819

 

                              -   

 

 

 

Total Current Liabilities

 

                     581,485

 

                              -   

 

Long Term Liabilities

 

 

 

 

 

 

 

Loans Payable

 

 

                       12,500

 

                       30,000

 

 

 

Total Long Term Liabilities

 

                       12,500

 

                       30,000

 

 

 

Total Liabilities

 

                     593,985

 

                       30,000

 

Shareholders' Equity

 

 

 

 

 

 

 

Capital stock, 1,500 shares authorized

 

 

 

 

 

 

 

 

1,500 shares outstanding

 

                              15

 

                              15

 

 

Retained Earnings

 

 

                   (344,392)

 

                     134,426

 

 

 

Total Shareholder's equity

 

                   (344,377)

 

                     134,441

 

 

 

Total Liabilities and Shareholders' Equity

$

                     249,608

 $

                     164,441

 

 

 

 

 

 

 

 








Omega Capital Funding, LLC

Statement of Operations

For the Six Months Ended June 30, 2007 and 2006

 

 

 

 

 

 

 

 

 

 

 

2007

2006

 

 

 

 

 

Net sales

$

603,536

$

415,500

 

 

 

 

 

Cost of goods sold

 

0

 

0

 

 

 

 

 

Gross Profit

 

603,536

 

415,500

 

 

 

 

 

General and Administrative Expenses

 

705,669

 

423,113

 

 

 

 

 

Net (loss)

$

                   (102,133)

$

                       (7,613)

 

 

 

 

 

Net loss per share

$

(68.09)

$

                         (5.08)

 

 

 

 

 

Weighted average of outstanding shares

 

1,500

 

1,500

 

 

 

 

 





Omega Capital Funding, LLC

Statement of Cash Flows

For the Six Months Ended June 30, 2007 and 2006

 

 

 

 

 

 

 

 

 

 

 

 

2007

2006

Cash flows from operations

 

 

 

 

 

 

Net Income (Loss)

 

$

(102,133)

$

(7,613)

 

Adjustments to reconcile net income to

 

 

 

 

 

 

 

net operating activities

 

 

 

 

 

 

 

Depreciation

 

 

6,985

 

1,013

 

 

Amortization

 

 

500

 

250

 

 

Loss on abandonment of assets

 

 

0

 

0

 

 

Stock options for services

 

 

0

 

0

 

 

(Increase) Decrease in accounts receivable

 

 

0

 

0

 

 

(Increase) Decrease in other receivables

 

 

0

 

0

 

 

(Increase) Decrease in prepaid

 

 

0

 

9,880

 

 

Increase (Decrease) Unearned Revenue

 

 

278,666

 

0

 

 

Increase (Decrease) in other accrued expenses

 

 

(30,650)

 

 

 

 

Increase (Decrease) in payroll taxes

 

 

0

 

0

 

 

Increase (Decrease) in sales taxes

 

 

0

 

0

 

 

(Increase) Decrease in deposits

 

 

0

 

0

 

 

(Increase) Decrease in Rounding error

 

 

(1)

 

0

Net cash provided by operations

 

 

153,367

 

3,530

Investing Activities

 

 

 

 

 

 

Purchase of fixed assets

 

 

12,175

 

9,977

 

Purchase of other assets

 

 

0

 

5,000

Net cash used in investing activities

 

 

12,175

 

14,977

Financing Activities

 

 

 

 

 

 

Sale of Stock

 

 

 

 

0

 

Costs of PPM

 

 

0

 

0

 

Borrowings for purchase of assets

 

 

0

 

0

 

Payment on debt

 

 

0

 

0

 

Loans Payable

 

 

0

 

30,000

Net cash generated by financing activities

 

 

0

 

30,000

Increase (decrease) in cash and equivalents

 

 

141,192

 

18,553

Cash at the beginning of period

 

 

8,217

 

56,837

Cash at the end of period

 

$

149,409

$

75,390

Supplemental disclosures to the Statement of Cash Flows

 

 

 

 

 

 

State Franchise tax paid

 

$

0

$

0

 

Interest paid

 

$

0

0

0




Omega Capital Funding, LLC

Statement of Shareholders’ Equity

For the Six Months Ended June 30, 2007 and 2006

 

 

 

 

 

 

 

 

 

 

 

 

 

RETAINED

 

 

Date

SHARES

 

AMOUNT

 

DEFICIT

 

TOTAL

 

 

 

 

 

 

 

 

 

 

 

Jun-06

 

 

 

 

December 31, 2005

                  1,500

 

                       15

 

              142,039

 

              142,054

Money Raising Costs

 

 

                        -   

 

 

 

                        -   

Net (Loss)

 

 

 

 

                (7,613)

 

                (7,613)

June 30,2006

                  1,500

 

                       15

 

              134,426

 

              134,441

 

 

 

 

 

 

 

 

 

 

 

Jun-07

 

 

 

 

December 31, 2006

                  1,500

 

                       15

 

            (242,259)

 

            (242,244)

Money Raising Costs

 

 

 

 

   

 

 

Net (Loss)

 

 

 

 

            (102,133)

 

            (102,133)

June 30, 2007

                  1,500

 

                       15

 

            (344,392)

 

            (344,377)




OMEGA CAPITAL FUNDING, LLC

Notes to Financial Statements

Six Months Ended June 30, 2007 and 2006


NOTE 1: OPERATIONS AND SUMMARY OF SIGNIFICANT ACCOUNT POLICIES


Nature  of  business:


Omega Capital Funding, LLC is a Florida Limited Liability Company (LLC) organized in December of 2004 as a Florida Corporation and converted into an LLC on August 24, 2006. The company specializes in the placement of equity, debt and mezzanine financing from $1 million to $500 million dollars for commercial real estate deals in the United States and globally. The company provides financing programs directly with their proprietary capital; with its institutional resources through hedge funds, pension funds, private equity funds, and private investors; and or a combination of both.


Recognition of revenue:


Fee income is recognized when earned according to the terms of the contracts.  Non refundable engagement fees are recorded as income when received; commitment fees are recognized as income when the deal closes or the contract is in default by the client.  Unearned fees are deferred and carried as a liability.


Cash  and cash equivalents:


For purposes of the statement of cash flows, the Company considers cash in bank accounts, certificate of deposits and investment instruments purchased with maturities of three months or less as cash and cash equivalents.


Depreciation:


Fixed assets are stated at cost and depreciated under the straight-line method over their estimated useful  life (five to seven years).


Income taxes:


Current income tax expense is the amount of income taxes expected to be payable for the current year. A deferred income tax asset or liability is established for the expected future consequences of temporary differences in the financial reporting and tax bases of assets and liabilities. The Company considers future taxable income and ongoing, prudent and feasible tax planning strategies, in assessing the value of its deferred tax assets. If the Company determines that it is more likely than not that these assets will not be realized, the Company will reduce the value of these assets to their expected realizable value, thereby decreasing net income. Evaluating the value of these assets is necessarily based on the Company’s judgment. If the Company subsequently determined that the deferred tax assets, which had been written down, would be realized in the future, the value of the deferred tax assets would be increased, thereby increasing net income in the period when that determination was made.




OMEGA CAPITAL FUNDING, LLC

Notes to Financial Statements

Six Months Ended June 30, 2007 and 2006


Use of estimates:


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 and disclosure of contingent assets and liabilities, at the date of the financial statements, and reported amounts of revenues and expenses during the reporting period.  Actual results could differ from those estimates.


Recent Accounting Pronouncements


In June 2006, the Financial Accounting Standards Board (“FASB”) issued FIN 48, "Accounting for Uncertainty in Income Taxes--an interpretation of FASB Statement No. 109," which seeks to reduce the diversity in practice associated with the accounting and reporting for uncertainty in income tax positions. This Interpretation prescribes a comprehensive model for the financial statement recognition, measurement, presentation and disclosure of uncertain tax positions taken or expected to be taken in an income tax return. FIN 48 presents a two-step process for evaluating a tax position. The first step is to determine whether it is more-likely-than-not that a tax position will be sustained upon examination, based on the technical merits of the position. The second step is to measure the benefit to be recorded from tax positions that meet the more-likely-than-not recognition threshold, by determining the largest amount of tax benefit that is greater than 50 percent likely of being realized upon ultimate settlement, and recognizing that amount in the financial statements. FIN 48 is effective for fiscal years beginning after December 15, 2006. Management believes the adoption of FIN 48 will not have a material impact on the Company’s results of operations, financial position or cash flow.

 

In September 2006, the Securities and Exchange Commission issued Staff Accounting Bulletin ("SAB") No. 108, "Considering the Effects of Prior Year Misstatements when Quantifying Misstatements in Current Year Financial Statements." SAB No. 108 was issued in order to eliminate the diversity in practice surrounding how public companies quantify financial statement misstatements. SAB No. 108 requires that registrants quantify errors using both a balance sheet (iron curtain) approach and an income statement (rollover) approach then evaluate whether either approach results in a misstated amount that, when all relevant quantitative and qualitative factors are considered, is material. SAB No. 108 is effective for fiscal years ending after November 15, 2006. The Company has adopted the bulletin during 2006. The adoption did not have a material effect on results of operations, financial position, or cash flows.

 

In February 2006, the FASB issued SFAS No. 155, “Accounting for Certain Hybrid Financial Instruments - an amendment of FASB Statements No. 133 and 140.” This Statement resolves issues addressed in Statement 133 Implementation Issue No. D1, “Application of Statement 133 to Beneficial Interests in Securitized Financial Assets.” This Statement permits fair value re-measurement for any hybrid financial instrument that contains an embedded derivative that otherwise would require bifurcation, clarifies which interest-only strips and principal-only strips are not subject to the requirements of



OMEGA CAPITAL FUNDING, LLC

Notes to Financial Statements

Six Months Ended June 30, 2007 and 2006



Statement 133, establishes a requirement to evaluate interests in securitized financial assets to identify interests that are freestanding derivatives or that are hybrid financial instruments that contain an embedded derivative requiring bifurcation, clarifies that concentrations of credit risk in the form of subordination are not embedded derivatives, and amends Statement 140 to eliminate the prohibition on a qualifying special-purpose entity from holding a derivative financial instrument that pertains to a beneficial interest other than another derivative financial instrument. This statement is effective for fiscal years beginning after September 15, 2006. The Company currently does not engage in the activities described in SFAS 155. Consequently, management believes SFAS 155 will not have a material impact on the Company’s results of operations, financial position or cash flow.

 

In March 2006, the FASB issued SFAS 156, “Accounting for Servicing of Financial Assets- an amendment of FASB Statement No. 140.” This Statement requires an entity to recognize a servicing asset and liability each time it undertakes an obligation to service a financial asset. This statement is effective for fiscal years beginning after September 15, 2006. The Company currently does not engage in the activities described in SFAS 156. Consequently, management believes SFAS 156 will not have a material impact on the Company’s results of operations, financial position or cash flow.

 

In September 2006, the FASB issued SFAS No. 157, "Fair Value Measurements," which provides enhanced guidance for using fair value to measure assets and liabilities. SFAS No. 157 provides a common definition of fair value and establishes a framework to make the measurement of fair value in generally accepted accounting principles more consistent and comparable. SFAS No. 157 also requires expanded disclosures to provide information about the extent to which fair value is used to measure assets and liabilities, the methods and assumptions used to measure fair value, and the effect of fair value measures on earnings. SFAS No. 157 is effective for financial statements issued in fiscal years beginning after November 15, 2007 and to interim periods within those fiscal years. The Company is currently in the process of evaluating the effect, if any, the adoption of SFAS No. 157 will have on its results of operations, financial position, or cash flows.

 

In September 2006, the FASB issued SFAS No. 158, “Employers’ Accounting for Defined Benefit Pension and Other Postretirement Plans,” which will require the Company to recognize the funded status of defined benefit plans in its statement of financial position. This statement will be effective as of the Company’s year ending August 31, 2007. The Company currently does not have pension benefit plans. Consequently, management believes SFAS 158 will not have a material impact on the Company’s results of operations, financial position or cash flow.




OMEGA CAPITAL FUNDING, LLC

Notes to Financial Statements

Six Months Ended June 30, 2007 and 2006



NOTE  2: FIXED ASSETS:


Fixed assets consisted of the following

 

2007

 

2006

 

 

 

 

 

Office furniture and fixtures

$

75,600

$

56,956

Office equipment

 

7,704

 

-0-

Office computers

 

16,762

 

13,825

 

 

100,066

 

70,782

Less: accumulated depreciation

 

(22,787)

 

(5,566)

 

$

77,279

$

65,215



NOTE 3: RELATED PARTIES


During the 6 months ended June 30, 2007 and 2006 the Company paid $300,641 and $147,054 to the Company’s management for compensation and other expenses, respectively.


NOTE 4: DEPOSITS AND OTHER ASSETS:


Other assets consisted of the following:

 

2007

 

2006

 

 

 

 

 

  Deposit on lease

$

17,904

$

17,904

  Deposit on furniture leased

 

1,182

 

1,182

  Website design

 

5,000

 

5,000

  Less amortization

 

(1,166)

 

(250)

 

$

22,920

$

23,836



NOTE 5: INCOME TAXES


The Company was taxed as a “C” Corporation in 2005 and from January 1, 2006 to August 31, 2006, when it was converted to a Limited Liability Company (LLC).  For the period from September 1, 2006 to December 31, 2006, the Company was a multi member LLC, taxed as a partnership. There are no significant differences between financial statement income and tax income.


Provision for income taxes consist of the following:


Period ended

 

Total

 

Federal

 

State

December 31, 2005

$

57,774

$

48,350

$

9,424

December 31, 2006

$

(38,926)

 

(38,926)

 

-0-

Income taxes payable

$

18,848

$

9,424

$

9,424





OMEGA CAPITAL FUNDING, LLC

Notes to Financial Statements

Six Months Ended June 30, 2007 and 2006



NOTE 6: DEFERRED REVENUES


Deferred revenues consist of commitment fees received on pending contracts that have not been earned yet.


NOTE 7: COMMITMENTS


 The Company leases its office space from an unrelated party under a five year lease which commenced on November of 2005 and expires on October of 2010.  The lease calls for monthly rent payments of $8,952 plus sales tax, and calls for annual increases and pass through of increases in operating expenses and taxes over the base year. In 2005, the Company subleased office space from an unrelated party on a month to month basis.  The Company also subleases office space from an unrelated party in Israel on as needed basis.


Future minimum lease payments under the lease contract for the next four years are:


                                       2007           $   118,986

                                       2008                122,543

                                       2009                126,241

                                       2010                107,813



PENDING LITIGATION


As of the date of these statements the Company was involved in the following litigation:


Unifund case # 07-9752-ca-02 $100,000


Th e Company is a defendant in a breach of contract civil suit filed by Unifund (“ Plaintiff ”), regarding the termination of a Final Agreement by the Plaintiff ., claiming that the Company did not perform in a timely manner. The Company states that it never received the necessary documents requested from Plaintiff as  required per the terms of the Final Agreement.  Plaintiff is seeking refund of fees totaling $105,000 in damages, comprised of the Engagement Fee and Lock up Payment .  The current litigation was filed May 2007 and th e case is currently in the discovery stage . Prior to litigation being filed , the Company offered a settlement of fifty thousand dollars but was tu r ned down by the Plaintiff. The final outcome of this litigation can not be ascertained as of this time.



Paxton case# 05-5261-ci-08 $250k


Th e Company is a defendant in a civil fraud case filed by Paxton (“Plaintiff”) regarding an agreement for a Purchase and Lease Buyback Program to acquire a parcel of land in Lithonia, GA. The Plaintiff,  a third party acting as the sponsor to the Buyer , d eposited



OMEGA CAPITAL FUNDING, LLC

Notes to Financial Statements

Six Months Ended June 30, 2007 and 2006



$250,000 into the Company’s account for the 1st Lease Payment under the agreement. Subsequently the Company cancelled the agreement and terminated the transaction after discovering that the Buyer had submitted a fraudulent appraisal and had made material misrepresentations.   The Plaintiff, who has a judgment against the Buyer they sponsored, is seeking a refund of th e lease payment from the Company. The case is in the discovery stage and its final outcome can not be ascertained as of this time.  


NOTE 8: SUBSEQUENT EVENTS


Subsequent to these financial statements, the Company entered into an agreement with Belmont partners, LLC (Seller) to purchase a pink sheets public company, DOL Resources, Inc., traded under symbol “DLRI” or a public vehicle with similar characteristics for $200,000. The purchase is slated to be completed by end of third quarter 2007.