Omega Implementing Merge Strategy to Build a Commercial Real Estate Lending Platform

MIAMI (Business Wire EON) June 4, 2008 -- This creative strategy will focus on Omega and a Merger Candidate entering into a Plan of Merger Agreement with the general components and structure:

Omega and merger Candidate will agree to merge the Candidate with OCFN as a wholly owned subsidiary company of OCFN. The merger Candidate assets will be evaluated by qualified real estate analyst and must meet our institutional underwriting criteria. Omega's Securities and Exchange accounting firm will conduct a full audit of the financials of each ownership entity, including but not limited to the most recent 2yrs Income Statement, 2yrs Balance Sheet, year to date Statement of Operating (Interim Financials), and 2yrs tax returns. Additionally, the merger candidate must supply an appraisal of each property, corporate documents, operating agreement, and any other related documents. Upon the completion of the required due diligence, the Merger Candidate will become a wholly owned subsidiary of Omega Commercial Finance Corp., hereinafter called the "Effective Date". Post merger, OCFN through its investment banking relationships will use our Balance Sheet (not the asset) to raise capital for development, acquisitions, and recapitalization for the merger candidate. As a wholly owned subsidiary each entity will operate separately from OCFN and maintain its current management and staff. However, ownership will become a Board Member of OCFN as a special Co-Chair committee member that oversees the approval process of any material event pertaining to the merger candidate's asset, and with Veto Power for any decision pertaining to that operation. OCFN will participate through the Operating Agreement a negotiated profit split of the Net Profits of the merger candidate post merger. The current subsidiaries of Omega Commercial Finance Corp. ASG Securities Full Service Broker Dealer Omega Capital Funding LLC fully operational loan origination and administrator for public company Omega is seeking strategically to align ourselves with non core and core asset owners, to build a solid commercial real estate finance company in a market that is in need of mid level CRE financing. We feel by merging with asset owners and using our public company's platform will enhance the use of the capital markets to build an unyielding company.

Our Core Business Objectives

Omega seeks to originate short term (2 to 5 year term) financing for commercial real estate (CRE) whole loans, mezzanine loans, participating equity loans, and distressed CRE portfolios of large financial institutions. The majority of our clientele consists of domestic institutional commercial real estate buyers, developers, experienced real estate investors, and foreign corporations, who are primarily focusing on short to mid term structured financing programs and/or loans collateralized by CRE and other assets. Loans are originated with the intent to be securitized and sold in the secondary market.