18 Oct Omega Commercial Finance Corp (OCFN) – research
There were too many juicy details surrounding Omega Commercial Finance Corp (OCFN) to not spend some time researching the ticker.
The bad actors:
- Laura Anthony Esq (Legal & Compliance LLC) - her and her husband, Michael Anthony (fka Michael Anthony Pollaccia) have been involved in dozens of shell hijackings. Many of those shells were then sold off and used for pump&dump schemes, paid promotions, and dilution schemes allowing toxic debt financiers and insiders to dump billions upon billions of unregistered shares into the market. Laura Anthony currently serves as legal counsel for OCFN.
- Joseph Meuse (Belmont Partners) - Meuse has been involved in acquiring or in some cases hijacking dozens of publicly traded shell companies quickly passing them off to new ownership. Most of these shells then get used for insider enrichment scams, pump&dumps, paid promotions, and dilution schemes allowing toxic debt financiers and insiders to dump billion upon billions of unregistered shares into the market. In 2011, the SEC sued Joseph Meuse for what they termed "shell packaging". This is defined as identifying and selling public shell companies for use in reverse mergers by fraudsters then fabricating and backdating documents to convince a transfer agent and an attorney writing an opinion letter to issue free-trading shares. View the Complaint here. Meuse settled the lawsuit in January of 2014. More recently, several of the shells which were packaged by Meuse and passed off to Awesome Penny Stock insiders back in 2009 showed up in litigation against Awesome Penny Stock founders, Eric Van Nguyen, Jay Fung, and AJ Thompson. Joseph Meuse also runs Pacific Transfer which was the transfer agent for several of the companies that used a bogus law firm made up by banned/convicted attorney and former legal counsel for Belmont Partners, Guy Jean-Pierre, to issue billions and billions of illegally made free trading stock to toxic financiers like Asher Enterprises (Curt Kramer), Mazuma (Curt Kramer), Equititrend, and Brothers Realty and Investment Group, LLC. Curt Kramer once showed up in litigation with Joseph Meuse. Meuse's former partner, Big Apple consulting sued him. Big Apple was sued by the SEC for their practice of abusing pink sheet tickers by using them to issue themselves billions of shares of free trading stock at sharp discounts to the market price to be dumped into the market for profits without proper registration. Joseph Meuse has also shown up in some articles criticizing his "shell packaging" practices with Joseph C. Passalaqua including many Chinese reverse merger companies. In 2007 Meuse mysteriously acquired control of the OCFN shell and then immediately sold it to the Cummings family.
- Jon S Cummings IV - acquired control of the OCFN shell from Joseph Meuse on July 27, 2007. Jon S Cummings IV is the younger brother of Von Cummings (aka Von Christopher Cummings) and the son of Jon S Cummings III. Both Von Cummings and Jon S Cummings III would become key insiders for OCFN
- Von Cummings (aka Von Christopher Cummings) - was involved with OCFN as an under writer unable to show up on paper because of his past fraud record. In November of 2013 when Madison Boardwalk LLC sued OCFN for Breach of Contract and false claims they included Von Cummings as a Defendant in the case alleging that he handled all of the negotiations. Von Cummings was charged by the SEC in 2004 for running a $15 million Ponzi scheme. Later in 2006 he was arrested by the FBI for his role in that scheme and sentenced to 40 months in prison.
- Jon S Cummings III - is co-owner of Omega Commercial Finance LLC, the company acquired by OCFN in August of 2007 for 12,000,000 shares of stock following the 1:10 reverse split. Court records also show that Cummings III tried to use OCFN stock to raise money to pay off his son's substantial restitution fees and court fines when he was found guilty of running a $15 million Ponzi scheme in 2008. In March of 2008, OCFN would officially name Jon S Cummings III as the Chairman of OCFN. Jon S Cummings III passed away in June of 2011.
- MJMM Investments LLC (aka Big Apple Consulting) - On February 27, 2008, OCFN signed a consulting agreement with MJMM Investments LLC (Mark C Kaley) in which they agreed to give MJMM 1,000,000 shares of free trading stock up front, to pay MJMM $75,000 per month for consulting service payable in free trading stock on the 4th of each month, and give MJMM the option to purchase 1,000,000 free trading shares of stock at a 50% discount to the market price. To prepare for the future share issuances, OCFN deposited 8,000,000 free trading shares of stock into an escrow account overseen by J. Bennett Grocock Esq. OCFN signed a similar agreement with Big Apple Consulting USA Inc (Marc Jablon) but for $25,000 worth of free trading stock each month with 400,000 free trading shares to be held in escrow by J. Bennett Grocock Esq. Big Apple/MJMM was sued by the SEC for their practice of abusing pink sheet tickers by using the tickers to issue themselves billions of shares of free trading stock at sharp discounts to the market price to be dumped into the market for profits without proper registration.
- J. Bennett Grocock Esq - was the attorney that represented Big Apple Consulting and MJMM Investments when they illegally received free trading stock from OCFN for "consulting" services. J. Bennett Grocock Esq was named in SEC litigation in 2009 for his role in the selling of CyberKey Solutions Inc (CKYS) stock without proper registration. CKYS was another Big Apple scam ticker.
- David Rees of Vincent & Rees LLC did an S-1 filing for OCFN in July of 2008 to register 4,829,654 shares for Dutchess Private Equitites and 3,000,000 shares to be sold in a private placement. David Rees was named in SEC litigation in May of 2012 for his role in helping some of the original Awesome Penny Stock founders (Anthony Thompson, Jay Fung, and Kevin Sepe) and others with at least one of their pump&dump schemes, Recycle Tech Inc (RCYT), by writing the legal opinions to make RCYT debt into more than 25 million free trading shares of stock which was subsequently dumped during the paid promotion. RCYT was another shell acquired and packaged by Joseph Meuse.
- Elco Securities Ltd/Elco Bank & Trust - an offshore tax haven controlled by Isaac Collie and Lawrence Collie that allows individuals to control stock in secrecy using nominee entities set up by Elco. Elco Securities would arrange the sale of 30,000,000 shares of OCFN common stock at $.10/share to some nominee Bahamas based business entities set up by Elco and the Collie family in September of 2014. Elco also arranged the issuance of 368,000 Series A preferred shares of OCFN stock to 9 anonymous Bahamas business entities which to date have yet to be converted.
- Isaac Collie and Lawrence Collie - control Elco Securities/Elco Bank & Trust
- Catwalk Capital LLC - an equity funding advisor controlled by J. Greig that helps make the arrangements between Elco Securities and its clients. Catwalk Capital was involved in the construction of a financing agreement involving Elco Securities and several anonymous Bahamas based business entities.
- J. Greig - controls Catwalk Capital LLC
- Dutchess Private Equity Fund (Douglas Leighton and Michael Novielli) - would get 2,000,000 free trading shares of OCFN stock as part of a financing agreement which were likely sold during some paid promotions in August of 2012.
- Lambert Private Equity LLC (Joe Lambert) - would get 23,094,014 shares of OCFN stock up front of a financing agreement in 2013. The first batch of these shares were likely sold during some paid promotions during the late spring of 2013. The second batch totaling 13,400,000 shares was sold during some paid promotions in March and April of 2014.
- A.S. Austin Company Inc (Andrew S Austin) - got 13,000,000 restricted shares and 3,800,000 free trading shares of stock to act as the OCFN IR firm starting in March of 2013. A.S. Austin Company Inc spearhead the awareness campaigns for OCFN during the late spring of 2013.
The Early History
Omega Commercial Finance Corp originally went public as DOL Resources Inc back around 1995.
DOL Resources Inc was incorporated in Wyoming in 1973. The company was involved in the acquisition of oil & gas properties, coal properties, and the exploration of its oil & gas properties.
Between 1995 and 2003, DOL Resources Inc reported modest but consistent revenues.
Starting in June of 2003, DOL Resources Inc stopped doing its required SEC filings for no apparent reason. Between June of 2003 and April of 2006 no financial statements were filed. When the next 10K was filed in April of 2006, it showed that DOL Resources Inc no longer had any assets or revenues or business operations at all.
The 10K explains that DOL Resources Inc sold its oil and gas properties to Glauber Management Company on October 1, 2002. Prior to 2002, Glauber Management Company was already a DOL Resources Inc insider owning 22% of the common stock and helping to finance the company's oil & gas acquisitions.
The actual agreement to sell the properties to Glauber Management Company was signed on March 31, 2006 with an effective date of October 1, 2002. The properties carried a book value of $570,730 which was offset by the cancellation of debt owed to Glauber and the repayment of debt owed to the bank. All marketable securities were also transferred to Glauber Management Company.
The cancellation/repayment of all debts made DOL Resources Inc clean shell with just 25,500,000 shares outstanding. The share structure looked as follows at this time:
Authorized - 100,000,000 shares
Outstanding - 25,500,000 shares
Glauber Management Co - 5,672,630 shares
Interfederal Capital, Inc. - 5,000,000 shares
Electric & Gas Technology, Inc. - 4,966,471 shares
Float - 9,860,899 shares
Selling of the Shell
On July 7, 2007, the shell still belonged to the same group as in the past.
With no explanation or public disclosure of any kind, some time between July 7, 2007 and July 27, 2007, Joseph Meuse, through his company Belmont Partners, gained control of the DOL Resources Inc shell by acquiring 15,576,601 shares previously owned by Glauber, Interfederal Capital, and Electric & Gas Technology.
On July 27, 2007, Joseph Meuse sold 12,751,000 of his 15,576,601 shares to Jon S Cummings IV for $200,000 giving Jon S Cummings IV 50.1% ownership and control of the DOL Resources Inc shell. View the Stock Purchase Agreement here. Joseph Meuse would end up filing a Form 4 showing he sold all 15,576,601 shares for $201,000 on July 27, 2007. No explanation is given as to who got the other 2,825,601 shares until several months later in March of 2008 when Meuse filed an amended Form 4 showing he kept ownership of 2,825,601 shares after selling the shell.
Immediately following the change of control, in August of 2007, DOL Resources Inc did a name change to Omega Commercial Finance Corp (OCFN) and a 1:10 reverse split wiping out all the other shareholders.
Background on Jon S Cummings IV and his family
Jon S Cummings IV is the younger brother of Von Cummings (aka Von Christopher Cummings) and the son of Jon S Cummings III. Both Von Cummings and Jon S Cummings III would become key insiders for OCFN.
Von Cummings was arrested at the Miami airport on February 18, 2006 by the FBI. Von Cummings was charged with 15 counts of mail fraud and 6 counts of wire fraud for his role in a $7.5 million investment scheme. Von Cummings' did business as Paramount Financial Partners, L.P., and Paramount Capital Management, LLC in Columbus, Ohio. Cummings allegedly told investors that Paramount Financial Partners, L.P. was a hedge fund he managed. Cummings told victims that their money would be used to buy stocks, mutual funds, and discounted stocks in IPOs. The indictment alleged that Cummings never purchased the securities, but instead used the money to pay previous investors and to pay personal and business expenses. All total Cummings collected approximately $10,240,777 from at least 21 investors. Von Cummings would end up being sentenced to 40 months in prison for the fraud. That article mentions how Von's father, Jon Cummings III, attempted to use OCFN stock to try to repay victims of the fraud.
The article also mentions that both Von Cummings and Jon Cummings III were found to be liable by the Miami courts in February of 2006 for $1.3 million in a separate investment scheme. In yet another separate pending case, Von Cummings, Jon Cummings, and Omega Capital Funding were being accused of wrongly keeping $410,000 of an investor's money. Lastly, the article mentions that the Utah Department of Commerce received a complaint in 2006 regarding $350,000 in payments to Omega. It was unknown whether that case had been resolved.
Besides his problems with the FBI for the Paramount Financial Partners scam, Von Cummings was also sanctioned by the SEC in 2004 and barred from associated with any investment adviser, broker, or dealer and ordered to disgorge $15,907,880 in illicit proceeds from the scam. According to the SEC Complaint, Kevin Hightower accepted a large payment from Paramount to use his marketers, John A. Ryan and Kevin L. Grandy, along with their minions, James Curtis Conley, John E. Hawley, Michael L. Vogt, and Omar Benaouda, to help Cummings raise money from the victims.
Restructuring of the OCFN Shell
In August of 2007, immediately following the change of control, DOL Resources Inc did a name change to Omega Commercial Finance Corp (OCFN) and a 1:10 reverse split wiping out all the other shareholders. This brought the Outstanding share count down to 2,550,000 shares of which 1,275,100 shares were controlled by Jon S Cummings IV (50.1%).
Omega Capital Funding LLC was a Florida corporation set up just 3 weeks prior on August 24, 2006 by Jon S Cummings IV and his father, Jon S Cummings III. Cummings claimed that Omega Capital Funding LLC was organized as a private commercial real estate lending company primarily for the purpose of underwriting or investing in loans and/or structured financing programs backed or secured by real estate or other types of related or similar assets or equity interests.
The attorney handling all the legal work for OCFN at this time was Anslow & Jaclin LLP. Richard Anslow and Gregg E Jaclin have been involved with dozens of penny stocks that ended up becoming insider enrichment schemes, pump&dumps, and paid promotions. In November of 2013 the duo split up after years of working together with some of the most dubious names in the penny stock world.
Following the merger/acquisition, OCFN would elect Jon S Cummings III as the Chairman of the Board of Directors and fill the board with a bunch of Real Estate linked individuals - Clarence Williams, Lisa Babbage-Jackson, Todd Buxton, and Bill Slivka. Lisa Babbage-Jackson and Todd Buxton had both previously worked with Jon S Cummings IV with other Florida business entities. In 2005 Anslow & Jaclin LLP represented Todd Buxton when his company IDG Capital Holdings acquired Aircraft IV Inc. Both Jon S Cummings III and Jon S Cummings IV were officers for IDG Capital Holdings.
The failed attempt to become a Broker company
In September of 2007, OCFN also signed an agreement to acquire ASG Securities Inc for $100,000 with the acquisition being completed upon the receipt of the $100,000 and FINRA approval to transfer ownership of ASG Securities Inc to OCFN. ASG Securities Inc was a registered broker/dealer controlled by Michael Scillia and Corbett Lenz.
Corbett Lenz who is no longer with ASG Securities Inc is the son of Randolph Lenz and Karin Lenz and the sister of Stacie Kirsten Daley. Stacie Daley was involved in the acquisition agreement between OCFN and ASG Securities Inc.
Randolph Lenz who was once the President of the now defunct, Connecticut Bank of Commerce, was sentenced to 51 months in prison for making illegal loans. Randolph Lenz and his publicly traded company Terex Corp showed up in SEC litigation stemming from the same illegal loans that landed him in prison. On July 28, 2010, the United States District Court Southern District of Florida Miami Division found Randolph Lenz, Karin Lenz, and their daughter Stacie Kirsten Daley guilty of participating in illegal loans (stemming back to the article linked above) with the intent of defrauding the IRS. See the legal document here. On July 12, 2011, the US Courts ended up reversing the ruling and siding with Equity Investment Partners LP against the IRS. Learn more in this VUME research report.
FINRA never ended up approving the acquisition of ASG Securities by OCFN and the deal would eventually get cancelled.
Shortly after taking over control of the shell, Jon S Cummings began arranging financing and debt agreements. OCFN attempted an S-1 filing in February of 2008 to register 4,829,654 shares to be issued to toxic financier, Dutchess Private Equities Fund (Douglas Leighton and Michael Novielli).
The S-1 filing was just a copy and paste from an S-1 filing Anslow & Jaclin had done previously for another public ticker, Alliance Recovery Corp, in November of 2007. Anslow & Jaclin forgot to remove the parts in the beneficial ownership section that mention Roxborough Holdings Limited and the Saul Brothers Partnership. ARVY was trying to register stock to pay its stock promotion company, Quality Stocks (Michael McCarthy).
The S-1 filing for OCFN was withdrawn less than a month after it was filed. OCFN opted instead to issue 1,000,000 unregistered shares to a "non-U.S. cititizen" for $200,000 in funding between February of 2008 and March of 2008. An additional 419,048 shares would be issued to this "non-U.S. citizen" in the 2nd quarter of 2008 for $35,200. We were never given any disclosure by OCFN as to whom this individual was.
OCFN would end up getting itself involved in a slew of legal issues.
In 2007, OCFN was sued by Paxton for Breach of Contract. Paxton was a 3rd party acting as Sponsor for the buyer. Paxton arranged a property acquisition through OCFN and payed the $250,000 lease payment for the buyer is suing OCFN to get his $250,000 back after OCFN cancelled the acquisition upon discovering that some of the information submitted by the buyer was inaccurate.
In 2007, OCFN was sued by Jorge Ramos for refund of payment that OCFN had received from Ramos' broker. Ramos decided to cancel the property acquisition of environmental contamination discovered on the property. Jorge Ramos won his lawsuit and was awarded a judgment of $85,000.
OCFN lost a lawsuit filed by Sebaco Siete S.A. against OCFN it in 2009. Sebaco Siete S.A. was awarded a $1,564,832 judgment.
OCFN lost a lawsuit filed by Luxury Home LLC against OCFN in 2012. Luxury Home LLX was awarded a $651,113 judgment.
In January of 2008, according to the OCFN filings, there was a theft of $106,000 from the company savings account. According to the OCFN filings the theft was done by an unnamed former director that still had access to the company financial accounts. Since OCFN never named any directors prior to 2007 besides the Cummings family members and Joseph Meuse it makes this alleged theft very suspicious/strange. Perhaps Meuse was the one that allegedly took the $106,000?
In 2013 OCFN was sued by Madison Boardwalk LLC for Breach of Contract and unfair trade practices when OCFN refused to fund a project they had agreed to fund. Named as Defendants were Jon S Cummings IV and Von C Cummings. Madison Boardwalk LLC alleges that Von C Cummings handled all the negotiations.
OCFN attempts to buy a bank
In January of 2008 OCFN claims it made an offer to acquire federally charted OTS Bank, a small community bank in New York. The offer was for OCFN to take over control of the bank in exchange for stock and cash.
OCFN did a press release for the offer and claimed in that press release that if accepted OCFN would be able to increase the bank's lending capacity from $75 million to $500 million and increase its loan per borrower from $1.625 million to $12.5 million.
OCFN's offer was not accepted by the bank assuming they really did make a valid offer.
OCFN attempts to buy a cruise ship
On July 2, 2008, OCFN filed an 8K for the acquisition of 21 Miami International Limited from Steve Yamashiro for 1,000,000 shares of OCFN stock. 21 Miami International Limited was a Belize company that owned a cruise ship named the "Ocean Jewel". As part of the agreement, Steve Yamashiro would get to keep 85% of all net income (after operating expenses) obtained through the 21 Miami International Limited business operations and OCFN would come up with $10,000,000 in capital to give to 21 Miami International Limited to pay for repairs and improvements needed by the cruise ship.
The agreement was cancelled less than a week later.
On July 17, 2008 OCFN would once again sign an agreement with Steve Yamashiro for the cruise ship. This time it would be for 82% of the outstanding stock of 21 Miami International Limited instead of 100% and all the other terms of the earlier agreement would remain the same. The financial statements for 21 Miami International Limited showed that the company only had $15 cash in the bank and the cruise ship was no longer operational. This time OCFN claims the agreement closed, but OCFN would never be able to live up to its promises of providing $10,000,000 in cash to fix up the cruise ship and make it operational again and the agreement would end up being terminated.
Another attempt to do an S-1 filing for Dutchess Private Equities
On July 15, 2008, OCFN made another attempt to register 4,829,654 shares for Dutchess Private Equitites. The S-1 filing would also attempt to register 3,000,000 share to be sold in a private placement.
No surprise that ASG Securities Inc would act as the broker for the offering. The attorney used this time by OCFN was Vincent & Rees LLC. David Rees of Vincent & Rees LLC was named in SEC litigation in May of 2012 for his role in helping some of the original Awesome Penny Stock founders (Anthony Thompson, Jay Fung, and Kevin Sepe) and others with at least one of their pump&dump schemes, Recycle Tech Inc (RCYT), by writing the legal opinions to make RCYT debt into more than 25 million free trading shares of stock which was subsequently dumped during the paid promotion. RCYT was another shell acquired and packaged by Joseph Meuse.
This S-1 filing would also fail to gain SEC approval and would eventually be withdrawn by the company.
The nice thing about S-1 filings is that they are actually scrutinized by the SEC therefore the company feels more obligated to disclose information that may have otherwise choose to neglect to disclose in public filings.
Big Apple Consulting Agreement
On February 27, 2008, OCFN signed a consulting agreement with MJMM Investments LLC (Mark C Kaley) in which they agreed to give MJMM Investments LLC 1,000,000 shares of free trading stock up front, to pay MJMM $75,000 per month for consulting service payable in free trading stock on the 4th of each month, and give MJMM the option to purchase 1,000,000 free trading shares of stock at a 50% discount to the market price.
To prepare for the future share issuances, OCFN deposited 8,000,000 free trading shares of stock into an escrow account overseen by J. Bennett Grocock Esq.
OCFN signed a similar agreement with Big Apple Consulting USA Inc (Marc Jablon) but for $25,000 worth of free trading stock each month with 400,000 free trading shares to be held in escrow by J. Bennett Grocock Esq. Big Apple/MJMM was sued by the SEC for their practice of abusing pink sheet tickers by using them to issue themselves billions of shares of free trading stock at sharp discounts to the market price to be dumped into the market for profits without proper registration.
J. Bennett Grocock Esq was named in SEC litigation in 2009 for his role in the selling of CyberKey Solutions Inc (CKYS) stock without proper registration. CKYS was another Big Apple scam ticker.
The S-1 filing from July of 2008 already showed MJMM with 5,000,000 shares to their name. That would make up 20% of the outstanding share count making MJMM more than a 10% owner and restricting the sale of those shares into the market.
The next 10Q explained that those 5,000,000 shares were issued to MJMM on March 27, 2008 separate from their consulting agreement for investor relation services and to locate investors to purchase OCFN stock. Since MJMM didn't come up with any investors the shares were being held in escrow while discussions were in processing to extend the time frame. Big Apple Consulting was also paid 334,000 shares separate from their consulting agreement for investor relation services which OCFN claimed had yet to be provided.
There would be no other mention of these shares issuances or of Big Apple or MJMM by name in any future OCFN filings.
OCFN attempts to develop Beach Front Property in Mexico
Included in the attachments for the S-1 filing was a joint venture agreement with BBB Developments (Chris Crane) to develop a beach front Condo & Resort in Puerto Penasco, Mexico.
OCFN would have 45% stake in the joint venture. BBB Developments would provide the property and OCFN would provide the financing for the project. Upon completion of the project the profits would be split 50/50. For such a complicated project the joint venture agreement was awfully simple.
One thing missing from the agreement was an estimate of how much the project would cost. No doubt a project like this would run in the tens of millions of dollars. Money that OCFN would never be able to come up with. Most likely this agreement was only put in place for press releases purposes to help with the selling of stock into the market.
That press release would come on April 9, 2008. In the press release OCFN said the project would cost $68 million dollars to complete and claimed that 108 units were already committed to for a total of $38 million in future revenues.
Another press release would come on February 17, 2009 with the information changed from a joint venture to an acquisition valuing the project at $118,000,000. An 8K for the new acquisition agreement was filed the same day. OCFN would issued Chris Crane 1,500,000 shares of stock for 100% ownership in his entity, BBB Developments. OCFN would be responsible to come up with $10,000,000 cash to complete the agreement along with an additional $40,000,000 cash within the next 36 months.
OCFN didn't have any cash let alone $50,0000,000 so the agreement was never completed. The project was never even started. No evidence exists that Chris Crane (aka Chris Crain) even actually planned on building the Condos or that the project was ever introduced to the public for anybody to pre-buy and units. At this point I'm not even sure if Chris Crain really even owned any property in Mexico.
OCFN acquires $1,000,000,000 (one billion dollars) worth of land in California
Included in the attachments for the S-1 filing was a Letter of Intent with Gibraltar Properties IV LLC for the acquisition of $1,000,000,000 worth of land in California.
The Letter of Intent claimed that Gibraltar Properties IV LLC held the title to 217,000 acres of land in California. According to the LOI the land had a resale value of $5,000/acre making its total value over $1,000,000,000.
In exchange for the acquisition of the land, OCFN would issued 2,000,000 shares of OCFN stock to Gibraltar Properties (to become free trading in 6 months) and make a cash payment of $5,000,000.
Since OCFN didn't have $5,000,000 the LOI of never executed. It was probably only put in place for press release purposes to help with the selling of stock into the market.
That press release would come on April 14, 2008. OCFN even went as far as to say in the press release that with $1,000,000,000 in assets OCFN stock would have a book value of $28.57/share based on 35,000,000 shares outstanding and would set OCFN up to try to uplist to a higher exchange.
The agreement would never end up closing.
OCFN attempts to acquire more land
On October 13, 2009, OCFN did a press release for the acquisition of more land in California. This time 1,166 acres from Compass Rolling Hills Estate (Jerry Murphy) valued at $428,000,000. The press release gave no details about what the land would cost OCFN and no 8K was filed for the event.
The land was never acquired by OCFN. Just another agreement put together on paper for the mere purpose of helping OCFN sell stock into the market.
Between February of 2009 and April of 2009 while OCFN was touting all these never meant to succeed multi-million dollar agreements the stock was being promoted by a bunch of promoters paid in free trading stock. The following are two examples:
Small Cap Voice received 600,000 shares from third party Joe Vasquez for 30 days of service on 10-30-08
Shazam Stocks has been compensated by Omega Commercial Finance Corp three hundred fifty thousand rule 144 shares of ocfn on August 6 2008
Joseph Vasquez was hired as Investor Relations for OCFN and signed all of their press releases during this time. He still does Investor Relations services for several penny stock companies today.
OCFN stops filing with the SEC
In March of 2009, OCFN would fail to do its required 10K filing. No more required financial statements would come in 2009. Instead on September 15, 2009 OCFN filed a Form 15 to stop its filing requirements and move to the pink sheets.
Along with the end of the filings came the end of the the press releases for the next 3 years starting in September of 2009. OCFN went completely dark during this time.
OCFN starts filing with the SEC again
On March 29, 2012 after nearly 3 years of silence, OCFN returned with an S-1 filing to register 2,000,000 shares of stock for Dutchess Private Equity Fund to sell into the market. After all those years, OCFN hadn't given up on getting funding from Dutchess in exchange for free trading stock.
The S-1 filing revealed that all the previous agreements touted in 2009 had all failed.
All of the former directors had quit except for Clarence Williams.
The company had mounted over $2,300,000 in legal judgments against it for Breach of Contracts and other fraudulent business practices.
This time the legal counsel used for the S-1 filing was Laura Anthony, wife of Michael Anthony (fka Michael Anthony Pollaccia). The couple has been involved in dozens of shell hijackings. Many of those shells were then sold off and used for pump&dump schemes, paid promotions, and dilution schemes allowing toxic debt financiers and insiders to dump billions upon billions of unregistered shares into the market.
Providing the accounting services was Mike Bongiovanni of Bongiovanni & Associates CPA’s.
The S-1 filing did reveal a couple of new events since 2009. OCFN had issued 2,000,000 shares of stock to Flavio Zuanier - something to do with a strategic alliance involving two British entities called Gardens VE Limited and Towers Real Estate Limited. The short-term goal of the Gardens VE Limited alliance was the acquisition of the La Posta Golf Club & Luxury Hotel. To make the alliance work, OCFN was responsible to come up with $58,000,000. The goal for the Towers Real Estate Limited alliance was the acquisition and construction of the Le Principesse real estate located in Mestre-Venice, Italy for which OCFN was responsible to come up with $375,000,000. Money they obviously didn't have.
OCFN also issued 15,000,000 shares to Jon S Cummings IV for services rendered. Later Cummings IV would return 13,000,000 of those shares.
This gave OCFN 32,885,9000 shares outstanding at this time.
This time the S-1 filing was rendered effect by the SEC on August 9, 2012.
Stock Promotions Start Back up
Beginning right after the S-1 filing was declared effective in August of 2012 a slew of new promotions started on the ticker. Some of the paid promoters involved in pumping the OCFN stock price at this time were Stock Profiler, Small Cap Voice, All Penny Stocks, and Small Cap Review touting a bunch of yet to be closed agreements and forward looking business plans.
The promotions continued until the end of September when Dutchess was probably done dumping their 2,000,000 shares.
OCFN starts making new multi-million agreements it cannot afford
As was mentioned above, in the Spring of 2012, OCFN signed a Strategic Alliance with Flavio Zuanier and his two British entities called Gardens VE Limited and Towers Real Estate Limited. The short-term goal for the Gardens VE Limited alliance was to acquire the La Posta Golf Club & Luxury Hotel for which OCFN was responsible to come up with $58,000,000. The goal for the Towers Real Estate Limited alliance was the acquisition and construction of the Le Principesse real estate located in Mestre-Venice, Italy for which OCFN was responsible to come up with $375,000,000. In the financial statements OCFN stated that the agreements had yet to be finalized. They were obviously just strategic alliances put in place for press release purposes and to help insiders sell stock into the market.
On October 16, 2012, OCFN signed an agreement to acquire USA Tax & Insurance Services and American Investment Services LLC (both entities controlled by Steven Hand) in exchange for $20,0000,000 cash. To raise the money, OCFN said they would create a new series of preferred A shares and sell them to investors at $200 a pop in a public offering. The first closing date of December 15, 2012 passed without the agreement closing so the closing date was extended to January 30, 2013. Later it was extended again to April 30, 2013.
By March of 2013 the acquisition of USA Tax & Insurance and American Investment Services still had not closed but Steven Hand began to get more active with OCFN loaning OCFN $231,500 and agreeing to repurchase from OCFN a $4,330,000 loan OCFN had signed an agreement to purchase from TD Bank by using the $231,500 received from Steven Hand as the required deposit. OCFN had only so much time to come up with the other $4,000,000 for the loan acquisition which they failed to do. So on March 17, 2013 the agreement to acquire the loan from TD Bank got cancelled. Steven Hand received 2,000,000 shares of OCFN stock as collateral which OCFN says got cancelled after the loan agreement fell apart.
On December 13, 2012, OCFN signed an agreement to acquire .15 acres of Miami Real Estate from Club Investment Group LLC for $11.5 million. The property included an 12,500 sq ft. office building. The closing date was scheduled for February 11, 2013, but the date passed without the acquisition closing and finally in April of 2013, OCFN admitted the agreement was terminated because they failed to close in time. The agreement was obviously only signed for press release purposes and to help insiders sell stock into the market.
The unnamed consultant
During the 3rd quarter of 2012, OCFN issued 5,000,000 shares of stock to an unnamed consultant valued at $100,000. It is pretty shady that OCFN would refuse to name the consultant that got the shares or file a copy of the consulting agreement. Maybe we are to assume that MJMM/Big Apple was still getting consulting shares at this time?
A slew of Unregistered Stock Issued During Q4 of 2012
On October 22, 2012, OCFN issued to Flavio Zuanier, 3,500,000 shares of restricted common stock in exchange for construction engineering services valued at $420,000 ($0.09 per share).
On October 22, 2012, OCFN issued to Jon S. Cummings IV, 5,000,000 shares of restricted common stock in exchange for management services valued at $600,000 ($0.09 per share).
On October 22, 2012, OCFN issued to Omega Capital Street, LLC (Jon S Cummings IV), 5,000,000 shares of restricted common stock in exchange underwriting services, valued at $600,000 ($0.09 per share).
On October 22, 2012, OCFN issued to Omega CRE Group, LLC (Jon S Cummings IV), 5,000,000 shares of restricted common stock in exchange underwriting services, valued at $600,000 ($0.09 per share).
On November 1, 2012, OCFN issued to Bentley/Addison Capital Finance LLC (Von Cummings), 3,000,000 shares of restricted common stock in exchange for commercial real estate advisory services valued at $360,000 ($0.12 per share).
On November 1, 2012, OCFN issued to John Bucassa 75,000 shares of restricted common stock in exchange for services rendered as chairman of our executive investment board valued at $9000 ($0.12 per share)
On November 1, 2012, OCFN issued to Kenneth Bruce Leide and Holly Beth Leide 500,000 shares of restricted common stock in exchange for commercial real estate advisory services valued at $60,000 ($0.12 per share)
On November 1, 2012, OCFN issued to Andrew Barwicki 25,250 shares of restricted common stock in exchange for investor relations services valued at $3,030 ($0.12 per share)
On November 1, 2012, OCFN issued to Andres Prieto 500,000 shares of restricted common stock in exchange for business development and commercial real estate advisory services valued at $60,000 ($0.12 per share)
OCFN would also issue 200,000 restricted shares to Teodora N. Georgieva for website development and marketing services.
The above listed 22,800,250 shares along with the 2,000,000 shares previously issued to Flavio Zuanier would be registered for resale to the public in an S-1 filing on December 12, 2012.
The SEC approved the S-1 filing without comment the next day and 24,800,250 shares mostly held by company insiders were now registered to be resold.
More shares registered for resale
On January 23, 2013, OCFN did another S-1 filing. This time to register up to 100,000,000 newly created shares for resale to the public at $.10/share to raise up $10,000,000.
Again the SEC gave the filing little thought and it was approved a week later on January 30, 2013.
OCFN makes another attempt to acquire a Brokerage Company
On January 23, 2013, OCFN signed an agreement with VFG Securities Incorporated to acquire VFG Securities Incorporated from Jason Vanclef in exchange for $750,000 cash and 1,000,000 shares of OCFN common stock.
The agreement would again require FINRA approval (something that OCFN failed to get last time with ASG Securities Inc) and VFG achieving $3.3 million in revenues for 2013.
Despite never completing the acquisition, OCFN would put the following in many of their 2013 press releases:
"Omega Commercial Finance Corporation is a publicly traded financial services holding company with up to $150-million in assets under management through its ownership interest in VFG Securities and VFG Advisors"
The transaction got cancelled in October of 2013 before FINRA could even make a decision assuming FINRA was even consulted about the transaction.
Dutchess out Lambert In
On February 6, 2013, OCFN cancelled its $20 million toxic equity line agreement it had with Dutchess Private Equities Fund.
Two days later on February 8, 2013, OCFN replaced the Dutchess agreement with a new toxic equity agreement with Lambert Private Equity LLC for up to $100 million. Lambert Private Equity LLC is run by Joe Lambert and has signed many of these types of agreements with penny stocks, but rarely does it amount to anything more than just an agreement on paper. It mostly just looks good in a press release.
On February 11, 2013, OCFN did a press release for the event.
Just for signing the agreement, Lambert was issued 13,094,014 shares at no cost.
Lambert would later get another 10,000,000 shares at no cost on June 3, 2013 as part of its "stand by" agreement for them to stand by and continue to wait for OCFN to get their ducks in a row.
Slew of Promotion Companies paid with OCFN stock
Between March of 2013 and July of 2013, OCFN paid a lot of stock to a lot of stock promoters/IR firms.
A.S. Austin Company Inc got the most shares with 13,000,000 restricted shares and 3,800,000 free trading shares of stock. A.S. Austin Company would serve as the new IR firm for OCFN signing all of their press releases. A.S. Austin Company was run by Andrew S Austin. Austin has also provided IR services to Environmental Service Providers (EVSP), O.C. Beverage Group (OCBG), Franklin Mining (FMNJ), The Small Business Co (SBCO), Energy Management International (ENMI), Planet Resource Recovery (PRRY), Texas Wyoming Drilling (TWDL), and United Treatment Centers Inc (UTRM).
NewsUSA got 350,000 restricted shares.
Grass Roots Research and Distribution, Inc (Cohens Research) got 600,000 restricted shares to do this promo report.
La Postal got 500,000 restricted shares.
Global Discovery got 1,250,000 restricted shares.
OCFN also issued more than 9,500,000 shares to unnamed "consultants" which were free trading all probably sold during this fresh new round of paid promotions from March of 2013 through July of 2013. It is possible that Lambert Private Equity sold many of their first round of 13,094,014 shares at this time.
Omega Capital Street
OCFN would end up starting up a new subsidiary called Omega Capital Street in 2013 as a direct balance sheet lender seeking CRE transactions to fund. Even though OCFN had no cash they were looking for partnerships as the financial provider.
Eran Danino and Todd Buxton were hired as Co-CEOs of the subsidiary and the subsidiary was issued 150,000,000 shares of OCFN stock for future merger/acquisition agreements.
OCFN gets active with some shady Off Shore Entities
Starting in September of 2013, OCFN would to get very active with some shady offshore business entities all located in the Bahamas.
On September 4, 2013, OCFN sold 10,000,000 each shares of stock (30,000,000 shares total) to 3 different foreign investors at $.10/share raising $3,000,000. Overseeing the transaction was Elco Securities Ltd. Lextracon Development Ltd got 1,0000,000 shares (signed for by Lawrence Collie), Orange Investments Ltd got 1,000,000 shares (signed for by Elizabeth Collie), and Ocana Limited got 1,000,000 shares (signed for by Ella Collie). Based on past transactions done by Elco Securities and its Bahamas business entities it is very likely that the Collie family members were just signing for these entities as nominee officers and that somebody else really controlled the stock in secret.
On September 4, 2013, OCFN signed an agreement to issue 271,998 newly designated shares of preferred stock convertible into 27,199,800 free trading shares of common stock and 101,258,100 common stock warrants to nine investors for a total investment of $40,642,069. Again Elco Securities Ltd oversaw the transaction and would receive $4,642,069 of the $40,642,069 for their services. Catwalk Capital, LLC was also listed as an Advisor for the transaction. The names of 5 of the 9 investors would show up in the OCFN filings: Copperbottom Investments, Ltd., Absentia Holdings, Ltd., Orange Investments, Ltd., Agri-Technologies International, Ltd. and Britannia Securities International, Ltd.
The preferred share transaction was depend on several "breakout" milestones happening first including a future reverse split of OCFN stock, minimum share price requirements (starting at $1.00/share for the first payment to be received and moving up from there), the completion of the VFG Securities acquisition, the payment of $2.4 million in legal judgments against OCFN, the attainment of $5,000,000 worth of Series B preferred stock sales, and the repayment of a $88,700,000 Note due to LG Capital Funding, LLC (Joseph Lerman). The funds would be held in an account monitored by Echo Securities Ltd to be released in stages as the various breakout milestones were met. I think the inclusion of the LG Capital Funding part was possibly a cut and paste error because OCFN doesn't have any debt agreements with LG Capital Funding.
Signing for Elco Securities Ltd was Isaac Collie.
It is interesting that just a few weeks prior to this, OCFN put out a press release about executed loan documents with Blue Steel International Ltd, a British Virgin Island development company, providing them with a four-year $33.4 Million Construction Line of Credit for the construction of some luxury condos. This agreement never showed up in any OCFN filings. Sort of makes you wonder if OCFN was setting up some plan to extend credit to these nominee Bahamas entities using some bogus loan agreement with Blue Steel International (another nominee foreign entity) so that the Bahamas entities could turn around and repay OCFN the fake money for their OCFN stock
More about Catwalk Capital LLC
Catwalk Capital LLC helps makes the arrangements between Elco Securities and its clients earning itself a nice commission check in the process. Elco Securities then earns a nice commission check for setting up those clients with corporate alter egos. Back in October of 2012, Catwalk Capital arranged such a set-up for Liberty Coal Energy (LBTG). Elco Securities and 9 anonymous investors in the form of corporate egos from the Bahamas signed an agreement to acquire stock from LBTG.
Catwalk Capital LLC is the equity funding advisor to Ferme Group, www.fermegroup.com. Ferme assists private and public companies, investment banks and institutional investors in their drive to create value. The only business entity in the United States I could find for a Ferme Group LLC was in Arkansas. The entity was incoporated in 2004 but has since been revoked with no officers or resident agent currently listed. In recent days the reference to Catwalk Capital has been removed from the website, but we know that Jay Greig once listed himself as a financier for Ferme Group.
A bio for J. Greig at the Gift of Dance ballet studios also references J. Greig as a control person for Ferme Group.
The address used by Catwalk Capital in the SEC filings is 1730 LaBounty Rd #213, Ferndale, Washington. This same address was used by 1st NRG Group (FNRC) from 2007 - 2009. FNRC signed an agreement with our group of foreign entities from the Bahamas in 2008. The CEO for FNRC at the time was J. Greig. Signing for our Bahamian entities were Lawrence Collie for Copperbottom Investments, Shaniqua McPhee for Agri-Technologies International, Ltd, Louisa Maury for Orange Investments Ltd, and John E.J. King and Arlene G. Cleare for Absentia Holdings, Ltd.
Shaniqua McPhee was a private investment banker from the Bahamas that worked for the Collie family. Back in 2003 she co-signed with Isaac Collie for Volcan Investments when Volcan acquired stock of Vedanta Resources PLC. In 2000, McPhee cosigned with Janeen Curtis and Isaac Collie for Arcade Investments Limited when Arcade gained control of stock of Envirokare Tech Inc.
Louise Maury seems to be nominee also working for the Collie family.
John E.J. King is an interesting person. He worked with David H Siegel through Waterway Financial Corp. David H Siegel has a few run-ins with the SEC including a big $87 million securities fraud case in which Siegel had to pay over $3 million in disgorgement and penalties. More info here and here. King was cited by the Ontario Securities Commission for his involvement in the scam with Siegel. This wasn't the first Bahamas entity with which John E.J. King was involved. He also signed for Fortuna Holdings Ltd in 2001 in a Ubuyholdings Inc filing.
John E.J. King and Arlene G Cleare have worked together in the past forming some Panamanian entities together back in 1986 and 1987.
It turns out that the CEO of FNRC, J. Greig, is also the person that incorporated Catwalk Capital LLC in the state of Washington in 2008. J. Greig also goes by Jay Greig and Dr J Greig because he holds a PhD in International Banking and Finance. Starting in 2001, J. Greig was the CEO of Chemical Consortium Holdings (CCSH). His brother, Ron Greig, also served as a director/officer of CCSH. Eventually CCSH became New NRG Group which got revoked by the SEC in 2013. Prior to his involvement with CCSH, J. Greig ran a "Marketing Timing" newsletter called Nano-Stock.
FNRC would end up doing another round of share sales to our Bahamas entities in 2010. This time signing for Britannia Securities International Ltd was Michael Dean. Isaac Collie is a Partner in the Michael Dean & Co commercial law firm.
More about Echo Securities/Elco Bank & Trust and the Collie Family
The Elco Securities website can be found here.
Ecosystems Corporation did a very similar agreement with Elco Securities, Catwalk Capital and the same foreign entities in 2009. The entities named in the Ecosystems agreement were Copperbottom Investments, Ltd, Absentia Holdings, Ltd, On Time Investments, Ltd., Agri-Technologies, Ltd., and Britannia Securities International, Ltd. Ecosystems also did a separate agreement through Echo Securities and Catwalk Securities with three more foreign entities - RND Company, Ltd, Rooftop Holdings, Ltd., and Sequence Investments, Ltd. Signing for the various entities were Enit Riviere for Copperbottom, John E King for Absentia Holdings, Louise Maury for On Time Investments, Derek Benjamin for Agri-Technologies, Michael Dean for Britannia Securities International, Barbara Gibson for RnD Company, Shevia Gomez for Sequence Investments, and Trevor Swain for Rooftop Holdings. The agreement would end up being cancelled in April of 2010. Ecosystems eventually became Adarna Energy Corp (ADRN) in July of 2011 and was suspended by the SEC in 2014. Derek Benjamin and Barbara Gibson are both ministers from Isaac's town in the Bahamas. Perhaps the Collie family locates their nominee officers through the local churches. Isaac Collie is very active in the church community.
MVP Holdings Corp (MVPH) also had some agreement with the Catwalk Capital/Elco Securities group of companies dating back before 2011 that ended in 9 foreign entities owning an equal number of shares of MVPH stock. Those 9 entities were Copperbottom Investments, Ltd, Absentia Holdings, Ltd, Britannia Securities International, Ltd., Agri-Technologies International, Ltd, On Time Investments, Ltd, RnD Company, Ltd, Rooftop Holdings, Ltd, Sequence Investments, Ltd, and Anybright Investments, Ltd. MVPH attempted an S-1 filing to register those shares in 2011, but failed to gain SEC approval. MVPH trades on the grey sheets but that didn't stop the entity from showing up again in an 8K for Olie Inc (OLIE) in January of 2014. On January 23, 2014, OLIE agreed to acquire MVP Holdings Corp 14,000,000 preferred shares. MVP Holdings represented that it had $32,444,500 in restricted cash held by Elko Securities (misspelling of Elco Securities) and Isaac Collie. Even before filing that 8K, OLIE did a press release about the $32,444,5000 acquisition on January 21st sending the OLIE share price running from $.003/share to $.013/share on heavy volume. Less than a week later on January 27, 2014, OLIE was suspended by the SEC for false/misleading statements.
On May 23, 2012, Biostem (HAIR) sold 20,000,000 shares of stock to Elco Securities Ltd in exchange for $5,000,000 ($.25/share). HAIR would get paid promotions starting on May 25, 2012. In early 2013, George Sharp would end up suing HAIR listing Elco Securities as one of the Defendants. In his complaint, Sharp claimed to have information that showed that Elco Securities was an "alter ego" of Sherman Mazur and a California business entity called London Finance Group Ltd. London Finance Group Ltd is controlled by Sherman Mazur. London Finance Group Ltd was also a shareholder in Genmed Holding (GENM). In 2013, Mazur along with Regis Possino, Colin Nix, Marc Harris, Ari Kaplan, Edon Moyal, Joey Davis, Curtis Platt, and Dwight Brunoehler were arrested in charged for the stock manipluation of and illegal share selling in HAIR and GENM as well as with SENZ, FROG, and EMPM. The Complaint for the GEMN and HAIR part of the scheme explains how the group optained all the free trading stock after the shells went public then arranged mergers with private companies and forward splits to increase their holdings. Once the set-up was complete, they used paid promotions to help create a market while they sold their shares into the market. The broker that nearly all the illegal share sales went through was Legend Securites Inc which has been a big participant in lots of other illegal share sales from some big name paid promotions like BIZM. Unfortunately due to bad wire taps, Mazur and the other Defendants were all let off the hook. Sherman Mazur has a long history of fraud and illegal activities. In 1993 he was convicted in Arkansas for severe check fraud and sentenced to 5 years in prison. Mazur allegedly authorized Amador Pastrana to continue with his fraudulent boiler room activities while he was in prison. Amador Pastrana would become known as the king of the boiler room running more than 100 boiler room operations to assist in the selling of worthless stock into the market. Pastrana, Mazur, Possino, Adnan Khashoggi, Rakesh Saxena, and Raoul Berthaumieu would go on to allegedly run some of the biggest boiler room operations in history through General Commerce Bank starting in 2000. More here and here and here and here. Even if Sherman Mazur was the person that really controlled the shares held in a nominee account at Elco Securites Inc we can't say for sure he is also the control person for many of the other nominee accounts set up by Elco Securites for these other tickers. Elco is an offshore tax haven used to set up entities for individuals anonymously so they can hide their ownership and launder money very similar to the tax haven set up by Robert Bandfield and Andrew Godfrey in Belize that recently got taken down by the FBI and DOJ. Isaac Collie and Lawrence Collie are the Bandfield and Godfrey counterparts in the Bahamas. It is interesting that Bandfield also had an office in Washington similar to the set-up that Elco has with Catwalk Capital in Washington. Based on Mazur's past use of Elco Securities there is a chance he may be involved with OCFN through Elco Securities.
More recently in June of 2014, Collie (Elco) and Greig (Catwalk) signed an agreement with Spotlight Innovation Inc (STLT). This follows an earlier stock purchase agreement between STLT and one of the Bahamian corporate egos in June of 2013 while the ticker was still known as American Exploration Corp
Corporate egos were set up through Elco Securities to hold stock anonymously for individuals in OGNG and BRKK and debt anonymously for individuals in SLVM.
Elco Securities even shows up as an "investment banker" with one of its alter ego companies, Arcade Investments Limited, listed as the "promoter" for Riverdale Capital Ltd (now ZYRX). Riverdale was a Phil Kueber company. Kueber has been known to use alter egos in tax haven countries for other stocks including AMWI and PEPR (old Awesome Penny Stock promoted tickers) and CYNK which was connected to the recent big Belize money laundering/tax haven bust.
Isaac Collie has also teamed up with Anthony Wile in a company called High Alert Investment Management Ltd which recently invested $1,000,000 in a private cannabis company which looks like it is preparing to go public soon called Vida Cannabis Corp. Anthony Wile runs the website, The Daily Bell, which featured Isaac Collie in the photo from earlier in this report. The High Alert Investment Management Ltd website forwards to The Daily Bell. Another named linked to The High Alert Investment Management Ltd is Renzo Zanolari. Renzo Zanolari was the director of the Liechtenstein based Research & Development subsidiary of Biologix Hair (BLGX). The CEO of BLGX, Ronald Holland, has been a regular interview participant for The Daily Bell from 2010 - 2013. Ronald Holland and J. Gregory Wilson (CFO of BLGX) are now two of the main officers/directors of Vida Cannabis Corp. Anthony Wife is a former stock promoter who was named in SEC litigation in 2007 for his role in manipulating the stock prices of Sedona Software Solutions and SHEP Technologies Inc. In both cases a group of individuals secretly controlled shares in the companies through nominee business entities set up in Bermuda, the Caymans, and the Bahamas then sold that stock into the market during the paid promotion/market manipulation scheme reaping in millions in illicit proceeds. More here. And two more nice articles about Vida/Wile here and here. One of the entities from the Complaint, LOM Securities, is also a well known tax haven company that helps individuals to launder money and clear stock anonymously through the use of nominee corporate egos. LOM and Elco were both listed as Bronze Sponsors for the 2011 Offshore Summit in China (pages 16 and 18). LOM Securities which is run by Brian Lines and Scott Lines has had its share of run ins with regulators. The British Columbia Securities Commission (BCSC) tried to get LOM to release information about its clients in 2004. LOM refused to comply. Later in 2012, the BCSC would manage to get a Cease Trade Order against LOM to pass.
Back in 2003, Lawrence Collie signed for a Bahamas based entity called Draycott Investments Inc as a seed shareholder in Fitmedia Inc. Draycott Investments Inc was also a seed shareholder in K-Care Nutritional Products Ltd and in Novori Inc. Fitmedia Inc, K-Care Nutritional Products Ltd, and Novori Inc along with EZ English Online Inc and Hybrid Technologies Inc linked together an interesting cast of characters including attorney Penny Green, Aarif Jamani, Bob Vukovich, Global Securities broker Scott Lower, Andrea Molnar, Mikhail Ratchkovski, Eva Dudas, and Lawrence Collie. David Baines, the now retired journalist from the Vancouver area, did some nice stories about this group of companies found here, here, and here. Bob Vukovich, Aarif Jamani, and Scott Lower would all go down together in an undercover FBI sting that involved bribery charges. Vukovich, Jamani, and Lower allegedly provided secret commissions on three separate occasions to an undercover FBI agent in New York. After his arrest, Jamani allegedly provided the FBI with information about Red Seas Management, an off-shore brokerage firm/tax haven located Costa Rica, and its owner Jonathan Curshen, and an affiliated company, Sentry Global that led to the FBI raiding Red Sea Management and Jonathan Curshen getting arrested in New York. Rea Seas Management was a favorite offshore tax haven of Regis Possino. Global Securities has a history of some shady clients including Anthony Elgindy and Rakesh Saxena (mentioned earlier in this report as being a part of some big boiler room operations with Sherman Mazur and Regis Possino). Baines points out how Lawrence Collie works for Elco Bank & Trust Co. Ltd which he then describes as a Bahamian company that helps people set up companies in offshore tax and secrecy havens. Elco Bank & Trust Co Ltd was the former name of Elco Securites.
An interesting side note is that a common occurrence for tickers that use Elco Securities is that shortly after signing the agreement with Elco and its corporate egos the Issuer starts doing S-8 filings to issue free trading stock to "consultants" through some kind of new incentive program. This was the case with OCFN, LBTG, HAIR, and ADRN. It will get interesting to see if STLT follows suit and does an S-8 filing soon. Perhaps many of the "consulting" shares issued by OCFN in 2013 and 2014 went to whoever is really behind the Bahamian corporate egos or to Collie or Greig.
Besides offering services for individuals to set up anonymous entities to be used for money laundering and share sales, Elco Securities has also been involved in stock promotions. Echo Securities was listed as a paying party for stock promotions done on Laredo Resources Corp (LRDR) in October of 2013, Great Rock Development (GROC) in April of 2013, Brownie's Marine Group (BWMG) in May of 2012, Thwapr Inc (THWI) in January of 2012, and Forum Mobile Inc (QTMI) in May of 2009. LRDR shared the same CEO as OLIE, Robert Gardner, a former stock promoter from Vancouver.
OCFN starts a new round of acquisitions, press releases, and stock promotions
At the front end of the next round of acquisitions and press releases, OCFN did an S-8 filing registering 150,000,000 shares of stock to be issued to company consultants through attorney Loren A Rosen on January 14, 2014.
On January 3, 2014, OCFN issued 1,000,000 shares of newly created convertible Series G Preferred stock valued at $1,000,000 to Nuquest Capital Matchpoint 1 LLC in exchange for certain assets including its fully operational website portal called Capital MatchPointTM. Those preferred shares are convertible into common stock at a rate of 25 shares of common stock per 1 share of preferred stock (25,000,000 common shares total). Signing for Nuquest was Ken Honeymoon and Vik Grover. During June of 2014 all of the Capital Matchpoint staff members resigned. No reason was given for their resignations in the lasted OCFN 10Q, but OCFN claims to be working on restaffing the business.
On March 10, 2014, OCFN entered into a Definitive Agreement for a Share Exchange with NCM Wireless Inc, a Florida Corporation, and its majority shareholder, Asher Essebag to acquire 49% of NCM Wireless Inc in exchange for 2,000,000 restricted shares of OCFN stock. NCM Wireless looks like some kind of start up company selling wireless devices but OCFN claimed in a press release that NCM Wireless had over $4.7 million in revenues over its 8 month existence (yeah right). This acquisition did not show up in the latest 10Q for OCFN so there is a chance that it also we never consummated and no longer exists. It was probably just another ploy to help sell shares. Nothing but material for a press release.
On March 18, 2014, OCFN would do a press release about acquiring 51% ownership of Vanguard Companies through a share exchange. Details of the share exchange were not provided in the press release and no 8k was filed for the event. Vanguard Companies is a Real Estate brokerage firm located in Florida. No website or other information was provided about Vanguard Companies in the press release. For no relevant reason what-so-ever, OCFN provided a link in the press release for this youtube video about a future Miami resort that has nothing to do with OCFN or Vanguard Companies. The deal didn't even show up in the next 10Q report so obviously it was never actually signed and is never going to happen. It was just a misleading press release to help OCFN insiders dump stock into the market.
On March 24, 2014 OCFN entered into a Purchase & Option to Purchase Agreement with Genève International Corporation, a Texas corporation, and its CEO, John F Ryan, to acquire ownership interest in Genève International Corporation for a total of $70,000 in cash. The first 24% ownership would be obtained with the upfront payment of $16,800 in cash and the remaining 76% would be obtained with the payment of the other $53,200. Genève International Corporation was another stock broker company. I guess OCFN refused to give up after failing to acquire ASG Securities and VSG Securities. The asking price for Geneve International Corp was lower, but it still required FINRA approval and OCFN opted to hold off on paying the other $53,200 until they could get FINRA approval for the acquisition. The acquisition agreement was cancelled in June of 2014. The deal was probably only put together for press release purposes and to help insiders dump stock into the market.
On March 31, 2014 OCFN entered into a Definitive Agreement for a Share Exchange with Trackimo LLC., a Delaware limited liability company, and Shai Bar Lavi, the Majority Owner of Trackimo for OCFN to acquired 20% of Trackimo in exchange for 50,000 restricted shares of Series B Redeemable Preferred shares with a par Value of $100.00 per share having a value of $5,000,000. OCFN finally managed to "sell" those $5,000,000 worth of Series B Preferred shares only rather than getting cash back they got 20% interest in Trackimo. Trackimo sells a light portable tracking device. OCFN never issued the shares to Trackimo and the deal was terminated in May of 2014. Obviously the deal was only signed to be used for press release purposes and to help insiders dump stock into the market.
On April 7, 2014, OCFN did a press release announcing that they were entering the marijuana industry which had been an extremely hot industry starting December 29, 2013 attracting many of the shadiest penny stock tickers to the industry trying to take advantage of the retail interest. OCFN decided their "in" was their web portal connection with Nuquest Capital. OCFN formed a web portal for cannabis called Cannabis MatchPoint. To date the web portal is still under construction and not functioning.
Starting on March 13, 2014 and lasting until April 22, 2014, OCFN was the subject of dozens of stock promoter alerts including Jet-Life Penny Stocks, SmallCap Crowd, Small Cap Voice, On Time Picks, Monster Stock Profits, Massive Stock Profits, Fast Money Alerts, Penny Stock General, Stock Shock and Awe, Premiere Alerts, My Best Stock Alerts, Stock Report Circuit, Investors Cloud, Penny Stock Beats, Equity Market Report, Hole In One Stocks, Penny Stocks for Dummies, Prime Time Stocks, OTC Professor, PhD Trading, Penny Stock Parlay, Fast Money Alerts, Moving Pennies, Penny Stocks Pro, High Rising Stocks, and BuyIns.net.
According to this SC13D/A filing for Lambert Private Equity, Lambert sold 13,400,000 shares of stock between January 2, 2014 and April 16, 2014 while OCFN was doing a parade of press release for its new acquisitions and the paid promotions were taking place. This took Lambert's ownership down to 0 shares of stock and all indications are that Lambert is now out of the picture.
According to the OCFN filings, OCFN also issued 20,928,222 shares of stock between January of 2014 and April of 2014 to retire a bunch of outstanding debts. Those shares were obviously dumped during the parade of press releases and paid promotions. Despite cancelling old debts, OCFN would end up entering into several new toxic convertible debt Note agreements between January of 2014 and June of 2014 including Iconic ($124,177), Tonaquint ($58,000), JMJ ($55,556), Auctus ($35,000), Adar Bays ($30,000).
There is really no way of knowing for sure how many the 150,000,000 shares registered in the S-8 filing were issued to "consultants" to be dumped into the market between January of 2014 and April of 2014 while the paid promotions were going on.
There is also a pretty good chance that our 3 anonymous Bahamian entities signed for by the Collie family sold their 30,000,000 shares during this time.
1:20,000 Reverse split
After Lambert Private Equity was done dumping the last of their stock taking them out of the picture, OCFN did the required reverse split to continue to move forward honoring the Elco Securities agreement only they went much bigger than they were required to by opting to do a 1:20,000 reverse split completely wiping out all the former shareholders and taking the Outstanding share count down to only 29,843 shares.
FINRA approved the reverse split on July 2, 2014.
Starting over again
With the share structure shrunk down to 29,843 shares and many of the preferred shares never actually issued despite the many agreements OCFN signed promising the other party preferred shares, OCFN was now given the opportunity to start fresh again with the shell and set-up another round of fake agreements and shares issuances for more future paid promotions.
Just ahead of the reverse split, OCFN signed a new acquisition agreement with AmericaVest CRE Mortgage Funding Trust Incorporated, a Maryland corporation controlled by Nelson A Garcia and Robert D Damigella, to acquire 51% of AmericaVest CRE in exchange for a $2,000,000 Promissory Note due within 45 days. Later on July 22, 2014, the agreement was changed from a $2,000,000 Promissory Note to 285,000 shares of OCFN common stock which as of August 14, 2014 had yet to be issued.
Immediately after the 1:20,000 reverse split OCFN began issuing shares to select insiders raising the outstanding share count to 53,828,343 shares:
- 1,046 shares were issued for the conversion of an unspecified debt including interest
- 25,350 shares were issued for consulting and contracting services to an unnamed consultant
- 250 shares were issued to unnamed investors under Share Purchase Agreements
- 684 shares were issued for costs associated with securing convertible debenture financing to an unnamed party
- 2,500 shares were issued to OCFN's wholly owned subsidiary for mergers and acquisitions and 13 shares of restricted common stock to its officer for services
- 40,000,000 shares were issued to Jon Cummings
- 10,000,000 shares were issued to Omega Capital Street in anticipation of share exchange business combinations and mergers
- 200,000 shares were issued as compensation to a contractor at Omega Capital Street
- 1,550,000 were given to independent contractors and vendors associated with the primary business function of Omega Capital Street
- 1,700,000 shares were issued for service rendered to an unnamed insider
- 318,670 shares were issued but not accounted for in the last 10Q
- 97,002 shares of Series A Preferred Convertible shares were issued to the 9 nominee Bahama business entities giving them a total of 368,000 Series A preferred shares convertible into 36,800,000 shares of OCFN common stock at no additional cost.
- 80,000 shares of Series F Preferred Stock valued at $8,000,0000 were issued to an unnamed consultant in exchange for his services
This brought the estimated float size to some where between 200,000 and 2,110,000 shares.
The OCFN website can be viewed here. Business operations now basically only consist of the original services offered through the first acquisition of Omega Capital back in 2007 with financing/lending services.
A list of failed acquisitions/agreements
1) ASG Securities Inc - brokerage firm (September 2007)
2) OTS Bank (January 2008)
3) Ocean Jewel Cruise Ship (July 2008) - $10,000,000 commitment
4) Luxury Condos in Mexico (April 2008/February 2009) - $68,000,000 commitment
5) Land in California valued at $1,000,000,000 (April 2008) - $5,000,000 cash and stock
6) 1.166 acres from Compass Rolling Hills Estate valued at $428,000,000 (October 2009) - price never specified
7) La Posta Golf Club & Luxury Hotel (August 2012) - $58,000,000 commitment (OCFN claims this one is still pending)
8) Le Princieisse Luxury Hotel in Italy construction project (August 2012) - $385,000,000 commitment (OCFN claims this one is still pending)
9) USA Tax & Insurance Services and American Investment Services LLC (October 2012) - $20,000,000 cash
10) .15 acres of Miami Real Estate that included an office building (December 2012) - $11,500,000 cash
11) VFG Securities - brokerage firm (January 2013)
12) TD Bank Loan acquisition (March 2013) - $4,000,000 cash
13) Luxury Condo in the British Virgin Islands through Blue Steel International Ltd - $33,400,000 cash commitment
14) NuQuest Capital MatchPoint (January 2014) - $1,000,000 in preferred stock - all the NuQuest employees resigned
15) NCM Wireless Inc - (March 2014) - 2,000,000 shares of restricted stock - OCFN never delivered the stock
16) Vanguard Companies (March 2014) - no details given
17) Geneve International Corp - brokerage firm (March 2014) - agreement was cancelled in June of 2014
18) Trackimo LLC (March 2014) - 50,000 shares of restricted stock - OCFN never delivered the stock
19) Cannabis Web Portal (April 2014) - web portal was never launched
Summary of Events
OCFN started out as a Joseph Meuse shell packaged ticker sold to a family with a dubious past (the Cummings family) in 2007.
The Cummings family immediately got OCFN involved in several lawsuits through misrepresentations and contract breaches resulting in over $2,400,000 in outstanding judgments against OCFN to date with some lawsuits still pending.
Early on OCFN got involved with Big Apple Consulting and MJMM. During this period of time in 2008, OCFN structured a bunch of huge multi-million dollar agreements ahead of a paid promotion in early 2009. All of the multi-million dollar agreements would end up getting terminated.
From 2009 - 2012, OCFN went dark with no filings or press releases.
In March of 2012, OCFN came back to life with an S-1 registration statement led by attorney, Laura Anthony, wife of Michael Anthony (aka Michael Anthony Pollaccia). The S-1 filing registered 2,000,000 shares for Dutchess Private Equity Fund and was approved in August of 2012.
Immediately after the S-1 was approved in August of 2012, OCFN was the subject of some paid promotions probably helping Dutchess to sell its 2,000,000 shares into the market.
OCFN began putting together new multi-million dollar agreements that would all eventually fail while issuing 5,000,000 shares to an unnamed consultant (possibly Big Apple) and 13,094,014 shares to Lambert Private Equity LLC.
From March of 2013 to July of 2013 a new round of promotions started in coordination with the press releases for the new multi-million dollar agreements and the shares issuances to Lambert and our unnamed consultant. A.S. Austin Company Inc would spearhead the press release campaign as the IR firm for OCFN during this time being paid with 3,800,00 shares of free trading stock and 13,000,000 shares of restricted stock for their services.
In September of 2013, OCFN would issue 30,000,000 shares to 3 anonymous Bahamas business entities linked to the Collie family and their Bahamas based tax haven company, Elco Securities at $.10/share. OCFN also signed a subscription agreement with 9 anonymous Bahamas entities all linked to Elco Securities and Catwalk Capital (J. Greig) that would amount to 368,000 preferred A shares convertible into 36,8000,000 common shares that have yet to be converted.
Between January of 2014 and April of 2014, the next round of doomed to fail acquisitions began to be put together. From March of 2014 to April of 2014 dozens of paid promotion alerts were done for OCFN around several misleading press releases. During this time Lambert Private Equity sold 13,400,000 shares, Debt Note holders sold 20,928,222 shares of newly converted debt, consultants sold an undetermined amount of stock through an S-8 offering, and our 3 anonymous Bahamian entities signed for by the Collie family may have sold their 30,000,000 shares of stock.
On July 2, 2014, OCFN did a 1:20,000 reverse split taking the share count down to 29,843 shares.
Following the reverse split OCFN issued a new round of shares to consultants, debt Note holders, and insiders bringing the float size to some where between 200,000 and 2,110,000 shares (it is hard to estimate since they don't specify who got the shares) and the outstanding shares count to 53,828,343 shares.
OCFN seems like it is being prepared next to be used as an enrichment scheme for the Bahamas entities.