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PinkPennies

12/26/14 10:35 AM

#1473180 RE: JAM #1473174

OCFN big merger in October with VeriTrek + company doing stock repurchase up to $200k in common shares

On October 17, 2014, the Company and VeriTrek Inc., a Delaware Corporation and Ronnie Hale and John Manno the MAJORITY SHAREHOLDERS (the “Shareholders”), entered into a Definitive Merger & Acquisition Agreement (the “Agreement”) pursuant to which the Company acquired from Shareholders a majority ownership stake of seventy-five percent (75%) of the Company’s common stock at a purchase price of $15-million ($15,000,000), payable by the Company’s issuing restricted common stock totaling 15,000,000 shares in the favor of the Shareholder with the shares priced at $1.00 (the “Closing Date”). In addition, these shares shall be locked-up for a period of 1-year (the Lock-Up Period”).

VeriTrek Inc., which currently maintains seven (7) operating companies under Summit Holdings Group branded as Summit Real Estate Group LLC (SRG) shall be consolidated under the Company. These operating companies are licensed as Full-Service 100% Commission Brokerage firms specializing in residential and commercial real estate services throughout the U.S. and are inspired by technological advancements and innovative marketing strategies. SRG was founded on the principals of developing an eco-friendly, cost efficient, and cloud-based platform for conducting real estate business. SRG has evolved into an extremely efficient national real estate brand of 800 agents promoting a positive and professional culture. The unaudited financials and bank statements of SRG have been reviewed by the Registrant and based upon that information demonstrate business over a 3-year period including year-to-date combined real estate gross sales of $1.3 Billion, which generated over $20-million in gross sales commission.

On October 30, 2014 the Company, VeriTrek Inc. and majority shareholders executed the First Amendment (the “Amendment”) to have the Company transfer back sixty percent (60%) of the ownership stake to the Shareholders in consideration of Six Million Seven Hundred Fifty Thousand (6,750,000) shares returned of the initial Fifteen Million (15,000,000) shares as referenced in the original Agreement executed on October 17, 2014. Per the fully executed Amendment SRG shall initiate a share exchange transaction pursuant to which the Company will exchange Six Million Seven Hundred Fifty Thousand (6,750,000) Shares of Omega Commercial Finance Corporation’s restricted common stock of which will enable the Company to acquire 15% of the ownership of the Company.



http://www.otcmarkets.com/edgar/GetFilingHtml?FilingID=10315472