Stockholders' Equity

9 Months Ended

Sep. 30, 2013

Equity [Abstract]

Stockholders' Equity

NOTE 6. STOCKHOLDERS’ EQUITY (DEFICIT)

Capital Stock

The Company is currently authorized to issue unlimited common shares at $.01 par value per share and 10,000,000 preferred shares, initially designated at $5.00 par value.

During the three months ended September 30, 2012, an officer of the Company returned for retirement 13,000,000 shares of the 15,000,000 shares of Company’s common stock previously issued to such officer.

Effective on January 8, 2013, the Company amended its Articles of Incorporation to increase to unlimited the number of authorized shares of its common stock.

On March 27, 2013, the Company’s Board of Directors amended the designations, terms, powers, preferences and rights of the Series A Redeemable Cumulative Preferred Stock as originally reported in its Form 8-K filed on October 15, 2012. The amendment decreased the dividend rate to 4.50% and shortened the redemption obligation to 3 years.

In February, 2013, the Company issued 300,000 shares of its common stock as a deposit to secure the purchase of the building and property at 983 Washington, Miami, Florida. The Company recorded as an Other asset $30,000 or $.10 per share, the value of the stock which approximated the value of the required deposit. As of the filing date of this 10-Q, it is still the Company’s intention to close on said properties.

In March 2013, the Company issued 850,000 shares of common stock to A.S. Austin for marketing services and recorded an expense of $93,500 or $.11 per share, the value of the stock which approximated the value of services.

In March 2013, the Company issued 150,000 shares of restricted common stock to NewsUSA for marketing services and recorded an expense of $16,500 or $.11 per share, the value of the stock which approximated the value of services.

In March, 2013, the Company issued 13,400,000 shares of common stock to Lambert as part of the Standby Purchase Agreement (See Note 14) and recorded the cost of $2,357,060 or $.1759 per share to Deferred equity offering costs, a contra equity account.

In March, 2013, the Company issued 2,000,000 shares of common stock to Stephen Hand as collateral for the TD bank loan repurchase and recorded an expense of $351,800 or $.1759 per share, the value of the stock which approximated the value of services. These shares were voided and cancelled on June 27, 2013.

In March, 2013, the Company issued 100,000,000 shares of restricted common stock as a reserve. As of the date of this filing, the shares have been cancelled and retired.

On April 5, 2013, the Company entered into a Research Services Agreement (the “Agreement”) with Grass Roots Research and Distribution, Inc. (“GRRD”) for a 30-day research project. For these services, the Company issued 500,000 shares of restricted stock to GRRD with anti-dilution rights which expire at the conclusion of the contract. The Company recorded an expense of $62,500 or $.125 per share, the value of the stock which approximated the value of services.

On April 22, 2013, the Company issued 500,000 shares of restricted stock to La Postal for services rendered in furtherance of the agreements in process. The Company recorded an expense of $40,000 or $.08 per share, the value of the stock which approximated the value of services.

On May 1, 2013, the Company issued 100,000 shares of restricted stock to Grass Roots, as part of the contract executed in April, 2013. The Company recorded an expense of $10,000 or $.10 per share, the value of the stock which approximated the value of services.

On May 1, 2013, the Company issued 3,000,000 shares to A. Austin, in compliance with their consulting contract terms. The Company recorded an expense of $300,000 or $.10 per share, the value of the stock which approximated the value of services.

On May 9, 2013, the Company issued T. Buxton 1,500,000 shares of restricted stock for services rendered. The Company recorded an expense of $150,000 or $.10 per share, the value of the stock which approximated the value of services.

On May 9, 2013, the Company issued Global Discovery 1,250,000 shares of restricted stock for services rendered. The Company recorded an expense of $125,000 or $.10 per share, the value of the stock which approximated the value of services.

On May 31, 2013, the Company issued 150,000,000 shares to its subsidiary, Omega Capital Street, in anticipation of share exchange agreements to be executed. The Company recorded the transaction at par value with no expense associated.

On June 3, 2013, the Company issued Lambert 10,000,000 shares under the Standby Share Agreement. The Company recorded $650,000 as Deferred equity offering costs, a contra equity account.

On June 27, 2013, the Company issued its attorneys 500,000 shares of restricted stock in exchange for services. The Company recorded the stock issuance at the value of the stock which approximated the value of services in the amount of $6,800.

On July 3, 2013, the Company issued 3,000 shares of common stock to two contractors in exchange for services. The Company recorded an expense of $102,000 or $.034 per share, the value of the stock which approximated the value of services.

On July 10, 2013, the Company issued 7,000,000 shares of common stock to two consultants in exchange for services. The Company recorded an expense of $238,000 or $.034 per share, the value of the stock which approximated the value of services.

On July 12, 2013, the Company issued 2,500,000 shares of stock to a consultant in exchange for services. The Company recorded an expense of $92,500 or $.037 per share, the value of the stock which approximated the value of services.

On September 4, 2013, the Company executed three Stock Purchase Agreements and sold 10,000,000 shares of common stock to three different foreign investors under the DPO filing at $0.10 per share or $3,000,000, per the DPO. The Company appointed Elco Securities, Ltd. to oversee the transaction. The Stock Purchase Agreement was completed and the funds were transferred into the Company’s offshore Bahamian Cash account on September 30, 2013. This Restricted cash account is not covered by the FDIC in the United States of America which represents offshore banking credit risk.

The Company had 283,536,150 and 58,486,150 shares of common stock issued and outstanding as of September 30, 2013 and December 31, 2012, respectively, including 150,000,000 shares issued to a subsidiary, Omega Capital Street, in anticipation of share exchange business combinations and mergers.

PREFERRED STOCK

On September 4, 2013, the Company entered a Unit Subscription Agreement and an Account Management Agreement with nine oversea investors. Under the terms of the Unit Subscription Agreement (the “Agreement”), the Company issued a total of 271,998 newly designated shares of preferred stock, which are convertible to common stock totaling 27,199,800 shares and 101,258,100 common stock warrants to nine investors for a total investment of $40,642,069 with an average Price of $1.42. The common stock warrants have an average exercisable price of $1.42 per common share. Under the Account Management Agreement, investors under the Unit Subscription Agreement and Company have appointed Elco Securities, Ltd. as intermediary to monitor and enforce the Use of Proceeds to ensure that it meets the projected Use of Proceeds as follows:

Offering Breakout Detail
Breakout #	Breakout Amount		Preferred Shares	Common Shares	Cash Holdback		Accounting Fee		Account Fee Annual		Cash to Company
1	$	1,128,946	20,700	2,070,000	$	128,446	$	250	$	250	$	1,000,000
2	$	1,128,946	18,900	1,890,000	$	128,446	$	250	$	250	$	1,000,000
3	$	1,128,946	18,000	1,800,000	$	128,446	$	250	$	250	$	1,000,000
4	$	1,128,946	16,200	1,620,000	$	128,446	$	250	$	250	$	1,000,000
5	$	1,128,946	15,300	1,530,000	$	128,446	$	250	$	250	$	1,000,000
6	$	1,128,946	14,400	1,440,000	$	128,446	$	250	$	250	$	1,000,000
7	$	1,128,946	13,500	1,350,000	$	128,446	$	250	$	250	$	1,000,000
8	$	1,128,946	11,700	1,170,000	$	128,446	$	250	$	250	$	1,000,000
9	$	1,128,946	11,700	1,170,000	$	128,446	$	250	$	250	$	1,000,000
10	$	1,128,946	10,800	1,080,000	$	128,446	$	250	$	250	$	1,000,000
11	$	1,128,946	9,900	990,000	$	128,446	$	250	$	250	$	1,000,000
12	$	1,128,946	9,000	900,000	$	128,446	$	250	$	250	$	1,000,000
13	$	1,128,946	8,100	810,000	$	128,446	$	250	$	250	$	1,000,000
14	$	1,128,946	8,100	810,000	$	128,446	$	250	$	250	$	1,000,000
15	$	1,128,946	7,200	720,000	$	128,446	$	250	$	250	$	1,000,000
16	$	1,128,946	7,200	720,000	$	128,446	$	250	$	250	$	1,000,000
17	$	1,128,946	6,300	630,000	$	128,446	$	250	$	250	$	1,000,000
18	$	1,128,946	6,300	630,000	$	128,446	$	250	$	250	$	1,000,000
19	$	1,128,946	5,400	540,000	$	128,446	$	250	$	250	$	1,000,000
20	$	1,128,946	5,400	540,000	$	128,446	$	250	$	250	$	1,000,000
21	$	1,128,946	4,500	450,000	$	128,446	$	250	$	250	$	1,000,000
22	$	1,128,946	4,500	450,000	$	128,446	$	250	$	250	$	1,000,000
23	$	1,128,946	4,500	450,000	$	128,446	$	250	$	250	$	1,000,000
24	$	1,128,946	3,600	360,000	$	128,446	$	250	$	250	$	1,000,000
25	$	1,128,946	3,600	360,000	$	128,446	$	250	$	250	$	1,000,000
26	$	1,128,946	3,600	360,000	$	128,446	$	250	$	250	$	1,000,000
27	$	1,128,946	3,600	360,000	$	128,446	$	250	$	250	$	1,000,000
28	$	1,128,946	2,700	270,000	$	128,446	$	250	$	250	$	1,000,000
29	$	1,128,946	2,700	270,000	$	128,446	$	250	$	250	$	1,000,000
30	$	1,128,946	2,700	270,000	$	128,446	$	250	$	250	$	1,000,000
31	$	1,128,946	2,700	270,000	$	128,446	$	250	$	250	$	1,000,000
32	$	1,128,946	2,700	270,000	$	128,446	$	250	$	250	$	1,000,000
33	$	1,128,946	1,800	180,000	$	128,446	$	250	$	250	$	1,000,000
34	$	1,128,946	1,800	180,000	$	128,446	$	250	$	250	$	1,000,000
35	$	1,128,946	1,800	180,000	$	128,446	$	250	$	250	$	1,000,000
36	$	1,128,946	1,800	180,000	$	128,446	$	250	$	250	$	1,000,000
Total:	$	40,642,069	272,700	27,270,000	$	4,624,069	$	9,000	$	9,000	$	36,000,000

Subject to and upon the terms and conditions set forth in the Agreement, at the Closing the Company issued and sold individually and not jointly, to the Investor(s), and the Investor(s), severally and not jointly, purchased from the Company that number of Units consisting of (i) shares of Convertible Preferred Stock (the "Shares"), and, (ii) Warrants to purchase additional Common Shares (the "Warrant") at such prices and in such amounts as are set forth opposite their respective Warrant Series name in Figure 1 hereto, and an expiration date of thirty six (36) months following registration or following final disbursement of capital or sixty (60) from this offering whichever is longer.

Offering Overview
Assumptions		Per Unit	Total Structure	Investment
Number of Investors	Preferred Price Per Share	Price P/Unit	Total Units	Total Unit Purchase
9	$ 149.04	$ 45,156.85	900	$ 40,642,069.12
Preferred Series	Common Price Per Share	Preferred Shares P/Unit	Total Preferred Shares	Total Warrant Exercise
A	$ 1.4904	303	272,700	$ 144,062,663
Breakouts	Avg. Warrant Price	Converted Common P/Unit	Converted Common Shares	Investors Equity %
36	$ 1.4227	30,300	27,270,000	40.12%
Conversion Rate	Common to Register2	Warrants P/Unit1	Total Warrants	Investor Equity W/Warrants %3
100	10,350,000	112,509	101,258,100	47.52%

Payment:

The Investor(s), severally and not jointly, individually purchase that number of Units as is set forth next to their names on the Signature Page and such cost per Unit as specified in Figure 1. In consideration of the sale of these Units, and in reliance on the representations and warranties herein provided by the Company for the benefit of the Investor(s), the Investor(s) deliver their portion of the agreed to Total Unit Purchase (the "Purchase Price") as is set forth in Figure 1 above. Payment of the Purchase Price, of both the Unit Subscription Agreement and the Warrant exercise, has been made to the Company's Restricted Cash Account with the Intermediary as specified in the AMA which will monitor the capital disbursement.

Closing; Deliveries.

(a) The closing of the sale and purchase of the Units under the Agreement (the “Closing”) took place at the offices of the Intermediary, Elco Securities, Ltd. in Abaco, Bahamas. The date of the Closing is hereinafter referred to as the “Closing Date”. Such Closing shall be evidenced by a letter from the Intermediary attesting to the Closing and stating the available capital to the Company in their account (the "Closing Notification").

(b) At the Closing, the Company delivered, or cause to be delivered, to each of the Investor(s), (i.) certificates evidencing the Convertible Preferred Shares being purchased by such Investor(s) as called for in the Agreement, registered in the name of such Investor(s), against payment to the Company of the Purchase price by such Investor(s), (ii.) the Warrants being purchased by such Investor(s) against payment to the Company of the Purchase Price by such Investor(s), (iii.) a corporate resolution authorizing the offering, closing and submission to the Account Management Agreement and (iv.) an opinion letter stating that the offering is an obligation of the company and that the offering has been completed according to applicable securities regulations.

TERMS AND CONDITIONS OF THE ACCOUNT MANAGEMENT AGREEMENT

The Company entered into an agreement dated September 4, 2013 (the “Account Management Agreement”) with Copperbottom Investments, Ltd., Absentia Holdings, Ltd., Orange Investments, Ltd., Agri-Technologies International, Ltd. and Britannia Securities International, Ltd. and 4 others as the investors (the “Investors”) and Elco Securities, Ltd. as the manager of the transaction (the “Intermediary”), which may provide us with up to $40,626,065 (the “Funds”), which are set forth on our balance sheet as Preferred stock receivable as of September 30, 2013, and as of the closing date of the transaction and transfer of funds as Restricted cash.. The following are the terms and conditions of the Account Management Agreement:

1. The Funds are being held in an account in the name of Omega Commercial Finance Corporation which is controlled by the Intermediary. Before any of the Funds are released to us, 27,270,000 shares of our common stock issuable upon the exercise of an aggregate of 36 warrants being held by the Intermediary on behalf of the Investors pursuant to the Account Management Agreement must be free trading.

2. There are 36 milestones, or “Breakouts”. The first Breakout requires that the average bid price of our common stock shall be $1.00 per share, and that the average monthly volume shall be 8,000,000 shares. The average bid price requirement for each Breakout increases, so that the 36th Breakout requires that the average bid price be $14.78 per share, and that the average monthly volume be 541,000 shares. Upon reaching each breakout, we shall receive a sum of cash ranging from $1,000,000. The Intermediary shall track the average closing bid price of our common stock (the "Bid") and average daily volume of trading of our common stock (the "Volume") for each trading day within a specified 30 calendar day period.

3. Certain fees and expenses shall be deducted from the Breakout payments before being delivered to us.

In addition to the foregoing conditions, upon the release of the Funds to us there are numerous conditions upon our operations and upon our use of the Funds after we receive the Funds, unless we receive approval from the Investors to forgo any, or all, of the following conditions:

1) We are not permitted to consolidate our common shares without the agreement of the Investors until after the earlier of (i) June 26, 2013 or (ii) after the exercise of certain warrants.

2) We must make available to the public adequate current information about us within the meaning of Rule 144(c), which was promulgated by the Securities and Exchange Commission pursuant to §4(1) of the Securities Act of 1933, as amended.

3) We must be publicly traded on an exchange suitable to the Investors.

4) We are to consolidate our common stock, and restricted from selling, merging or spinning-off more than 5% of our underlying assets for a period of one year following the “completion of capital placement” by the Investors.

5) We may not utilize any funds we receive for any of the following:

a) Leasing vehicles for management,

b) Legal or general and administrative expenses not related to filing all required reports pursuant to section 13 or 15(d) of the Securities Exchange Act of 1934, as amended,, such as registration, SEC compliance and listing requirement,

c) Repayment of management or shareholder loans except as to be approved by the Investors,

d) Past due salaries,

e) Settlement of legal liabilities or

f) Severance packages.

In accordance with the terms of the agreement, we have reserved 28,000,000 shares of common stock for issuance upon conversion of the preferred stock.

In accordance with the agreement, 100,000 shares of Series D Convertible preferred stock was issued to the agent as commissions in lieu of 8% commission on the total amount of funds raised and $500,000, the value of the preferred stock at par value was expensed as Commissions.

In accordance with the agreement, 500,000 shares of Series C Convertible Supervoting stock was issued to our President Jon Cummings IV and is being held by the intermediary as a guarantee. The stock will be returned to the Company at the conclusion of the Agreement, and the Company has recorded it as Preferred stock reserves, a contra equity account.

There were 271,998 shares of Series A Preferred Cumulative Convertible stock, 500,000 shares of Series C Preferred Cumulative stock, and 100,000 shares of Series D Convertible preferred stock issued and outstanding as of September 30, 2013. There were no shares of preferred stock issued or outstanding as of December 31, 2012.

As of October 4, 2013, the funds were received and the offshore Bahamian Restricted cash account held a balance of $43,626,690, monitored by Elco Securities, Ltd.

OPTIONS

As part of the Standby Purchase Agreement with Lambert (See Note 14), the Company granted to Lambert a 5-year Option to Purchase Shares for 25,641,000 shares of our common stock at an exercise price of the lesser of (i) $0.40 per share or (ii) 110% of the lowest daily VWAP for our common stock as reported by Bloomberg during the thirty trading days prior to the date the option is exercised. The options expire March 7, 2018. The Company did not grant any registration rights with respect to any share of common stock issuable upon exercise of the options. The fair values of the options expense was calculated using the Black-Scholes options pricing model at issue date using the following assumptions:

Issuance Date	Dividend Yield	Fair Value	Term	Assumed Conversion Price	Market Price on Issue Date	Volatility Percentage	Federal 5 year Risk-free Interest Rate
3/8/2013	0%	4,500,950	5 years	$0.1210	$0.1759	729%	.75%

No additional stock options were issued in the nine months ended September 30, 2013.

WARRANTS

As part of the consulting agreement with A.S. Austin Company, Inc., the Company will grant warrants to purchase up to 1,000,000 shares of common stock, to be granted ratably over the term of the agreement on the first day of each calendar month. The Warrants shall be exercisable at any time or from time to time commencing on the grant date at an exercise price of $.40 per share. The Warrants will expire two years from the date of issuance and will be subject to customary stock splits and payable in legal tender.

As of September 30, 2013, the Company issued to A.S. Austin Company 166,662 warrants.

On September 4, 2013, as part of the Unit Exchange Agreement discussed above , 101,258,100 warrants were issued to 9 investors. These warrants expire in 3 years (36 months) and are exercisable at variable amounts, as per the agreements and accompanying warrant certificates.

Stock Warrants and Options

Stock warrants/options outstanding and exercisable on September 30, 2013 are as follows:

Exercise Price per Share	Shares Under Option/warrant	Remaining Life in Years
Outstanding
$0.40 or 110% lowest daily VWAP 30 (Bloomberg) 30 trading days preceding the sale	25,641,000	5.00
$0.40	166,662	2.00
$0.5000 - $7,3927	101,258,100
Exercisable
$0.40 or 110% lowest daily VWAP 30 (Bloomberg) 30 trading days preceding the sale	0	5.00
$.40	166,662	2.00

As of September 30, 2013, 25,641,000 options and 101,424,762 warrants to purchase our common stock have been issued. No warrants have been exercised.

DEFERRED EQUITY OFFERING COSTS

In connection with the Standby Purchase Agreement with Lambert (See Note 14), the Company incurred the following costs through September 30, 2013: (1) stock issued to Lambert (See Note 14) as a commitment fee, fair value of $2,357,060; (2) options issued to Lambert as performance incentive, fair value of $4,500,950. These costs will be charged to additional paid-in-capital (“APIC”) as shares are sold to Lambert.

On June 3, 2013, the Company issued 10,000,000 shares of its common stock to Lambert under the Standby Purchase Agreement and a cost of $650,000 was charged to APIC, valued at the closing price of the stock on the day of stock issuance.

In the event it is determined no additional shares will be sold under the Standby Purchase Agreement, any deferred equity offering costs will be expensed at such time.