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We Never Thought Of That.
You are a funny guy.
Conversion Of Debt is Material and Requires Reporting
Due to the reverse split, the amount of common shares into which Debentures are convertible is de minimus.
IF THERE WERE DEBENTURES CONVERTIBLE INTO 1,000,000,000 (ONE BILLION) SHARES OF COMMON STOCK (PRE SPLIT), THEY ARE ONLY CONVERTIBLE INTO 50,000 ( FIFTY THOUSAND) SHARES OF COMMON STOCK (POST SPLIT).
From the filing on November 25, 2014 (25 days ago).
ADJUSTMENTS TO DERIVATIVE LIABILITY FOR CONVERSION
On January 6, 2014, the Company issued 214 shares of common stock (4,271,166 shares split 1:20,000) to retire a debenture, including interest. On April 25, 2014, the Company issued 244 shares of common stock (4,879,279 shares split 1:20,000) to retire a debenture, including interest. On May 28, 2014, the Company issued 589 shares of common stock (11,777,777 shares split 1:20,000) to retire a portion of another debenture, including interest. On September 29, 2014, the Company issued 23,423 shares (post split) to retire a portion of two debentures. These resulted in an equity adjustment of $118,701 to retire their debentures.
As of the date of this filing, no other debentures have been called or converted.
Nor have there been any subsequent 8k filings since November 25, 2014 to address this issue.
Debentures - Debentures - Debentures
You cant use fundamental analysis either.
How many debenture shares are there? Why would they be selling with all of these "GREAT" things happening?
The SEC is Starting to Crack Down On These Things.
I am aware of a group that went to the SEC two weeks ago On this one.
On Target As Always KD1911
The feds are already on this one so it won't go on much longer. Todays volume won't help the case for the insiders.
Every move they have made and continue to make is questionable.
Looks Like More Sellers Than Buyers.
It's the debentures?
My Facts Are Straight.
There has been no announcement of any capital having been raised by this company,. Any capital raised would require filing an 8K with the SEC and there has been no such filing.
As far as no retail buying; if the debentures are selling (which they are not) someone is buying. Since the street doesn't know about this company, it is certainly not smart money and any exchange transaction would need to be reported.
I understand that Omega is selective in what they report, however, this is a violation and will be detrimental to them in the long run.
You can LYAO all you want but facts are facts and math is math and not much that comes out of Omega's camp is fact and nothing adds up - except for losses.
I am not saying don't trade it, but it certainly in not an investment.
The market just opened. Happy trading.
Is it Lack Of Attention to Detail?
In a Press Release dated October 6, 2014, they also state that they are traded on the OTCQB.
Misleading or lack of attention to detail? I don't know but neither one is good.
What will "Hiring" an Investment Banker Accomplish?
Designing and implementing a capital markets strategy is simple. What is not simple is overcoming the train wreck that is their balance sheet.
They have already filed an S-1; priced at $0.50. This was priced when the stock was trading at $0.0101. The market is currently at $0.0027. Who in their right mind would buy this stock for $0.50?
There is no fundamental reason to buy shares in this offering.
Fundamentally, as per their S-1, they have $303 in the bank, and $1,222 in current assets, and $3,729,601 in current liabilities. That is a working capital deficit of $3,728,379.
Think for a moment about what this means to an intelligent investor.
Also, look at the history.
On February 8, 2013, they signed a $100M financing agreement with Lambert Private Equity. What happened with that?
I Am With You KD1911.
It won't go on much longer.
The 1:20,000 reverse split effectively reversed out all shareholders:
From the 8K filed on July 7, 2014; Note that it says that there are 25,545 shares issued and outstanding:
On July 1, 2014, Omega Commercial Finance Corp. (the “Company”) received approval from the Financial Industry Regulatory Authority (“FINRA”) of the reverse stock split previously approved by the Company’s board of directors and majority voting stockholder on May 13, 2014. According to FINRA’s approval, the one-for-twenty (1:20,000) thousand reverse stock split will take effect on July 2, 2014 (“Effective Date”). On the Effective Date, the Company’s trading symbol will be changed from “OCFN” to “OCFND” for approximately 20 business days after which it will revert to OCFN. Upon the effectiveness of the reverse stock split, there will be approximately 25,545 shares of the Company’s common stock issued and outstanding. All records of the Company’s transfer agent, Pacific Stock Transfer Company will be updated to reflect the change. Shareholders who hold their shares in brokerage accounts or in "street name" are not required to take any action to effect the exchange of their shares. Shareholders who have existing stock certificates will receive instructions from the transfer agent after the reverse stock split becomes effective.
So you reverse everyone out at 1:20,000 and what is left is 25,545 shares outstanding (these shares are now owned at a price of at least $60.00 per share - and as high as $2,000 per share).
Next you issue yourself 50M Shares, and start the Press Releases (you do have to issue a few shares to Americavest and VeriTrek and a few consultants, but this is just a cost of doing business (keep in mind that these people were issued RESTRICTED STOCK)).
Now, you make the market because you own all the shares, you go on the bid, and any buy orders come to you for stock. On 1M volume for the day, even at $0.002 that is not a bad day for this kind of person. You pocket the money the unsuspecting buyers have "invested."
I am not telling you something you don't already know. If there is another explanation on this one we would be shocked and the first to admit we were wrong.
Kd1911 You Are Right On Target!
All one has to do is look at the filings or lack of certain filings.
Unfortunately, it looks like Vargass is in denial.
It looks like the classic Dilute and Dump.
Yes, the debentures have been converted into 1,046 shares of common stock. Again, 1,046 Common Shares.
If you review the S-1 it states that Jonathan Cummings is the Beneficial Owner of 90.07% of the common stock in the compony, which he issued to himself on October 1, 2014 after the reverse split.
He holds those shares at a ZERO cost basis; he awarded them to himself.
Who do you think is selling?
Debentures Have been Convicted into 1,046 Common Shares
Because of the reverse split the amount of converted shares is nominal:
According to the S-1 filed on November 25, 2014 as shown below there was only 1,048 common shares from the conversion of debentures:
From the S-1:
During the nine months ended September 30, 2014, the 6/28/13 and 8/14/13debentures, and $20,000 of the 8/23/13 debenture and all accrued interest totaling $93,448 were converted at the option of the note holder into 1,046 shares of common stock (20,928,222 pre-reverse split) at the due date resulting in $118,701 equity contra account derivative liability adjustment for conversion.
On January 6, 2014, the Company issued 214 shares of common stock (4,271,166 shares split 1:20,000) to retire a debenture, including interest. On April 25, 2014, the Company issued 244 shares of common stock (4,879,279 shares split 1:20,000) to retire a debenture, including interest. On May 28, 2014, the Company issued 589 shares of common stock (11,777,777 shares split 1:20,000) to retire a portion of another debenture, including interest. On September 29, 2014, the Company issued 23,423 shares (post split) to retire a portion of two debentures. These resulted in an equity adjustment of $118,701 to retire their debentures.
As of the date of this filing, no other debentures have been called or converted.
If they have raised $1M then where is the Form D?
This is Part of Yesterdays Press Release:
OCFN directed by its VP of Capital Markets, Dave Demarest, completed a private sale of 1,500 restricted shares of OCFN 18.25% Series 2020 Convertible Preferred Shares at $200.00 per share yielding $300,000 to the company.
This is material and requires reporting, yet there has been no 8k or Form D filed.
At current stock levels, $200,000 would allow the company to buyback between 50M and 100M shares. The company just reversed out all the shares in June 1:20,000, and it cost them the price of a filing.
Questions:
1) Is anyone questioning how all this stock that they are purporting to be buying back got on the market in the first place? On July 1, there was only approximately 29,000 shares outstanding. Then October 1, the company issued 40,000,000 shares to "their officer" and 10,000,000 to a subsidiary. Those shares cannot be sold without reporting the sale.
2) Wouldn't you agree then that all the shares (except for the 29,000 +/- post split shares), as of October 1, before the volume picked up, are owned by insiders (namely Jonathan Cummings)?
3) Has anyone seen any form 3, 4, or 5 filings?
Where Did the All the Stock Come From?
Great observation and right on target - they have no money:
Today, in a press release, the company claims that they recently raised $300k in a private placement, yet there has been no Reg. D filing or 8K filing. Where did this come from?
The S-1 filed on November 25, 2014, addressing stock issuance subsequent to the Company’s September 10Q the states:
In October 2014, the Company issued 1,351,694 shares of common stock in the conversion of convertible debentures as the request of the debenture holder, and,
In October 2014, the Company entered an agreement with an unaffiliated company to finance $65,085 of its payables. As part of the agreement, the Company issued 270,000 shares of restricted common stock to the financing company.
No mention as of November 25 about the Private Placement, and as I stated above no Reg. D or 8K filed as of today’s date.
Surely this mysterious $300k private placement will require at least an amendment of the S-1. We will see.
The stock buy-back you address begs the question - What stock will they be buying back?
On June 30, 2014, following a 1:20,000 reverse split, the company reports that there were only 29,843 shares outstanding. Then in July, the company reports that they issued 40,000,000 shares to "its officer" and 10,000,000 to one of its subsidiaries, Omega Capital Street.
Simply stated, in July there were no shares outstanding, post reverse split, except for the 29,843 shares that weren't owned by insiders. Then, following issuance to 50,000,000 + shares to insiders, there appears to have been a methodical unreported distribution of these insider shares to unsuspecting small investors beginning in early October, 2014.
What else could it be? This one is going to be interesting.