Omega Commercial Finance Corp (fka OCFN)

[Helter Skelter]

This is an "IBC Funds company"

If the debt of $79,669 remained until recently...

$79,669 / OOOO5 = 1,593,380,000 shares.

1.59 billion shares.

IBC Convertible Debt Settlement

On October 17, 2014 the Circuit Court in the Twelfth Judicial Circuit in and for Sarasota County, Florida (the “Court”), entered an Order Granting Approval of Settlement Agreement (the “Order”) approving, among other things, the fairness of the terms and conditions of an exchange pursuant to Section 3(a)(10) of the Securities Act of 1933, as amended (the “Securities Act”), in accordance with a Settlement Agreement (the “Settlement Agreement”) between the Company and IBC Funds, LLC, a Nevada limited liability company (“IBC”), in the matter entitled IBC Funds, LLC, vs Omega Commercial Finance Corporation., Case No. 2014 CA 6009 (the “Action”). IBC commenced the Action against us to recover an aggregate of $65,085 of past-due accounts payable, which IBC had purchased from certain of our vendors pursuant to the terms of separate claim purchase agreements between IBC and each of the respective vendors (the “Assigned Accounts), plus fees and costs (the “Claim”). The Assigned Accounts relate to certain legal, accounting, underwriting, and Edgar filing services cost. The Order provides for the full and final settlement of the Claim and the Action, and on October 23, 2014, we issued an initial 270,000 shares of common stock to IBC. The Settlement Agreement became effective and binding on October 31, 2014.

Date of Issuance

Amount
October 16, 2014

$65,085

The debt is convertible at a conversion price (the “Conversion Price”) for each share of common stock equal to 50% of the average of the lowest two trading prices per share of the Company’s common stock for the ten (10) trading days immediately preceding the date the request for conversion is faxed to the Company

The beneficial conversion feature (an embedded derivative) included in the IBC Funds Settlement Agreement resulted in total initial debt discounts of $65,085 and a total initial loss on the valuation of derivative liabilities of $212,663 for a derivative liability balance of $277,748 total for their issuances.

We received net proceeds from the IBC Funds Settlement Agreement of $65,085, paid out to legal, accounting and compliance vendors. These debt issuance costs were amortized immediately. As of December 31, 2014, $65,085 of these costs had been expensed as debt issuance costs.

During the year ended December 31, 2014, the IBC noteholders converted $5,049 in principal to 1,182,181 shares, or $.055 per share.

During the year ended December 31, 2014, the IBC noteholders converted $5,555 in principal to 270,000 shares, or $.0187per share.

During the year ended December 31, 2014, the IBC noteholders converted $5,555 in principal to 1,000,000 shares, or $.05555 per share.

During the year ended December 31, 2014, the IBC noteholders converted $3,118.50 in principal to 2,700,000 shares, or $.001155 per share.

During the year ended December 31, 2014, the IBC noteholders converted $2,673 in principal to 2,700,000 shares, or $.00099 per share.

During the year ended December 31, 2014, the IBC noteholders converted $1,485 in principal to 2,700,000 shares, or $.00055 per share.

During the year ended December 31, 2014, the IBC noteholders converted $1,336.50 in principal to 2,700,000 shares, or $.000495 per share.

During the year ended December 31, 2014, in spite of all conversions, the Company recorded an increase to the derivative liability of $134,452 less conversion of $63,627 taking it to $79,669.