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Page 1: Ocfn small cap growth strategy q 1 2013 overview wie

Trading ticker OCFNTrading ticker OCFN

A Small Cap Growth Company On The RiseA Small Cap Growth Company On The Rise

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ΩΩmega Commercial Finance Corporation(OCFNmega Commercial Finance Corporation(OCFN)) has acquired a minority stake in VFG Securities & VFG Advisors, a boutique full-service broker dealer and RIA firm, through facilitating an M&A “roll-up” growth strategy. The acquisition of VFG is to self-fund OCFN’s commercial real estate lending operations. More importantly, the ownership serves as a means to diversify OCFN’s revenue and income sources to develop a risk adjusted recession proof balance sheet. Strategically, management seeks to obtain varied ownership of inter-related operating companies with built-in synergies to harvest a broad range of financial products and services. This can then be monetized organically to grow OCFN into a top-regional financial holding company aimed and poised for eventually trading on the NYSE.

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Ωmega Commercial Finance Corporation trades under ticker symbol (OCFN.) and is a publicly traded financial services holding company with up to $180-million in assets under management through its newly acquired minority ownership interest in VFG Securities and VFG Advisors. Collectively, OCFN is capable of providing asset management, investment banking, capital markets services, institutional finance, and investment advisory solutions to institutions, corporations, investment advisors, family offices, and individuals. Our principal companies operate in the commercial real estate finance and capital markets sector. OCFN jointly along with its subsidiaries' management teams have a combined 50 years of experience and knowledge across their respective lines of business. Through its lending subsidiaries Ωmega CRE GroupΩmega CRE Group and and Ωmega Capital Street LLCΩmega Capital Street LLC,, OCFN shall originate and manage performing commercial real estate and senior-mortgage loans within the United States market. These market sectors include office, retail, hospitality, industrial, and multi-family types. OCFN shall implement & utilize standardized securitization and underwriting protocols solely to integrate operations with other established lending platforms. As a micro cap, non-regulated banking institution, OCFN is able to compete with larger and more capitalized firms by creating an aggressive, proprietary pricing matrix with a conservative and sound lending strategy that enables OCFN to successfully capture market share and cultivate the company to a prosperous growth-level over the next 12 to 18 months.

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((ΩΩCFNCFN) ) ΩΩMEGA COMMERICAL FINANCE CORPORATION MEGA COMMERICAL FINANCE CORPORATION SUBSIDARY LENDING COMPANINES SUBSIDARY LENDING COMPANINES

Ωmega Capital Street LLC- CMBS Ωmega Capital Street LLC- CMBS ““stylestyle”” Loan Products Loan Products This lending subsidiary focuses on commercial mortgage-backed securities and by originating CMBS-style loans with proven and standard securitization underwriting criteria, OCFN can enhance its balance sheet with gainful long-term assets that allow for instantaneous income. Operationally, management believes CMBS style loans creates a favorable product opportunity and will be processed and made available through the aforementioned various channels. However in terms of forward thinking, Omega along with leading companies within the industry, feel the CMBS-style loan landscape has now stabilized in select CBD’s and there are many attractive opportunities for deploying capital for refinancing of maturing CMBS loans over the next 3 -7 years.

Ωmega CRE Group LLC – Whole Loans and Fixed Bridge LoansΩmega CRE Group LLC – Whole Loans and Fixed Bridge Loans

This subsidiary lending division is focused primarily on originating, investing in, acquiring and managing senior or mezzanine performing commercial real estate mortgage loans. Operationally, management believes that fixed bridge loans, whole loans, and or transitional commercial real estate loans will garner attractive risk adjusted returns through interest income over the next 12 to 18 month, specifically in the multifamily sector.

Ωmega Factoring LLC- Receivable Based Lines of Credit Product Ωmega Factoring LLC- Receivable Based Lines of Credit Product

Omega Factoring LLC product will assist small to medium sized business owners with resolving their short-term working capital needs. OCFN has identified an opportunity in the factoring industry from a proven business model and franchise partner called Liquid Capital. OCFN has found that the typical barrier in this industry has been the cost associated with integrating back-office procedures prevalent with established operations and this alliance has eliminated this barrier in that they provide and facilitate the back-office operations and implement the underwriting procedures for the due diligence of the A/R’s . Omega Factoring LLC intends to maximize its funded capital through the immediate use of up to 6(x) leverage that is potentially available to the division. This in turn will enable the Company the ability to create capitalization models that offer high Cash-on-Cash returns, which in part is a result of the financing product’s ability to garner high turnover of the deployed capital.

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Management has Management has acquired a minority stake in VFG Securities, a full-service brokerage firmacquired a minority stake in VFG Securities, a full-service brokerage firm & & VFG Advisors Inc. a California licensed RIA with over $180MM AUM. OCFN has the option to VFG Advisors Inc. a California licensed RIA with over $180MM AUM. OCFN has the option to purchase 100% ownership upon approval of the recently filed 1017 Letter to FINRA for change purchase 100% ownership upon approval of the recently filed 1017 Letter to FINRA for change of ownership. of ownership.

OCFN recently completed a merger consisting of $85-million of commercial real estate assets OCFN recently completed a merger consisting of $85-million of commercial real estate assets being added to the balance sheet from an international hospitality property owner/developerbeing added to the balance sheet from an international hospitality property owner/developer’’s s holdings.holdings.

OCFN and USA Tax & Insurance Services Inc. entered into an LOI for the proposed Definitive OCFN and USA Tax & Insurance Services Inc. entered into an LOI for the proposed Definitive Share Exchange Agreement to acquire USTIS, which will encompass OCFN acquiring 100% Share Exchange Agreement to acquire USTIS, which will encompass OCFN acquiring 100% ownership for 15,000,000 shares of common stock. Additionally, this yields an immediate ownership for 15,000,000 shares of common stock. Additionally, this yields an immediate distribution channel of our lending products and VFG’s securities services through 100-plus distribution channel of our lending products and VFG’s securities services through 100-plus offices, 200 agents, 50 RR’s, 40 IA’s that is collectively offices, 200 agents, 50 RR’s, 40 IA’s that is collectively projected to add $1.2MM in Net Profits projected to add $1.2MM in Net Profits in 2013. in 2013.

OCFN and KINGDON GROUP entered into an LOI for the proposed Definitive Share Exchange to OCFN and KINGDON GROUP entered into an LOI for the proposed Definitive Share Exchange to acquire 100% of their Medicare Supplement “Book of Business” through an assignment acquire 100% of their Medicare Supplement “Book of Business” through an assignment agreement, which will garner low overhead cost and high profitably margins projected to agreement, which will garner low overhead cost and high profitably margins projected to generate generate Net Profits of $2.3MM to the bottom line.Net Profits of $2.3MM to the bottom line.

Management has filed an S-1 Registration statement under RULE 454 allowing the Company to Management has filed an S-1 Registration statement under RULE 454 allowing the Company to offer shares directly to the public, i.e. a DPO (Direct Public Offering), specifically to use the offer shares directly to the public, i.e. a DPO (Direct Public Offering), specifically to use the proceeds for commercial real estate loan originations for Omega’s Small-Balance Lending proceeds for commercial real estate loan originations for Omega’s Small-Balance Lending Products, which we feel will create a profitable Niche.Products, which we feel will create a profitable Niche.

OCFN does not possess any outstanding Legacy Loans negatively affecting its balance sheet to OCFN does not possess any outstanding Legacy Loans negatively affecting its balance sheet to prohibit future growth. prohibit future growth.

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What OCFN Acquired What OCFN Acquired VFG Securities Inc. - VFG Securities Inc. - is a full-service financial planning firm that in 2012 generated $3.4 million in TOP LINE REVENUE.

VFG Advisors - VFG Advisors - specializes in alternative investments tied to commercial real estate programs with over

$180MM in AUM

This Ownership Gives OCFN its In-House Capitalization Structure This Ownership Gives OCFN its In-House Capitalization Structure The merger of VFG completes a required financial arm necessary for the growth of OCFN’s lending operation and garners the

UPSIDE POTENTIAL that will allow us to be complete and ready to focus on Growth.

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DescriptionDescription VSG Securities Inc. VSG Securities Inc. OmegaOmega’’s Lending s Lending Companies Companies

OCFN Consolidated OCFN Consolidated OperationsOperations

Gross Revenue: $3,400,0000 $400,000 $3,800,000$3,800,000

Licensed Reps: 10 Registered Reps N/A 10 Registered Reps10 Registered Reps

Office Locations: 7 Offices 1 Office 8 Offices 8 Offices

Region of Operation: West Coast Midwest and Eastern Coast Regional Financial Services Regional Financial Services

Assets Under Mgt.: $180MM AUM N/A $180AUM$180AUM

Type of Firm: Full Service Brokerage Firm Financial Holding Company Diversified Financial Services Diversified Financial Services

Number of Clients: 2,000 2500 (Shareholders) 4,500 Clientele Base/Shareholders 4,500 Clientele Base/Shareholders

Products & Services: Stocks, bonds, mutual funds, private placements, & REITS

Commercial Real Estate Mortgages Diversified Products Diversified Products

Niche Product: Wealth Management Small Balance Sheet Loans Multiple Niche Products Multiple Niche Products

Mgt. Expertise: 20-yrs. 25-yrs. 45-yrs Combined expertise 45-yrs Combined expertise

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Consequently, OCFN can Consequently, OCFN can enhance its balance sheet enhance its balance sheet through through the financing of gainful long-term assets that also allow for the financing of gainful long-term assets that also allow for

instantaneous income and growth. instantaneous income and growth.

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VFG shall function as our “Financial Arm” to implement OCFN’s capital markets strategy for its Lending Companies by focusing on selling its commercial real estate investment products such as:

Direct Public Offering (Direct Public Offering (Common Stock Shares for CRE loan originationsCommon Stock Shares for CRE loan originations))Redeemable Callable Cumulative Preferred Stock Redeemable Callable Cumulative Preferred Stock

Secured CRE Promissory Notes (Secured CRE Promissory Notes (for opportunistic CRE assetsfor opportunistic CRE assets) )

Currently VFG has 10-Producing Advisor/Reps that will also engage top experienced investment “Wholesale Distribution Broker DealersWholesale Distribution Broker Dealers”” that specialize only in raising capital through their 100-plus reps, which will augment OCFN’s ability to raise larger amounts of lending capital for our Balance Sheet in a more efficient manner.

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Starts with OCFN providing Additional Commercial Real Estate Investment Products for the VFG Reps

= Additional Gross Commission Production for VFG

= Additional TOP-LINE REVENUE for OCFN

Collectively results in creating Stronger Fundamentals For OCFN Shareholders…

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Through direct communication with successful established CRE mortgage bankers, banks, real estate Through direct communication with successful established CRE mortgage bankers, banks, real estate professional sales forces, and conduit lenders currently active in the market we can create a niche by professional sales forces, and conduit lenders currently active in the market we can create a niche by employing our capital for the originations of employing our capital for the originations of Small Balance Loans Small Balance Loans that represent an under serviced that represent an under serviced sector of this market in the range of $35BB in maturing loans between now and 2015. sector of this market in the range of $35BB in maturing loans between now and 2015.

This Niche Focused Lending Product is focused on a niche sector of the commercial real estate financing market where large lending and This Niche Focused Lending Product is focused on a niche sector of the commercial real estate financing market where large lending and banking institutional players have left vulnerable. These are called banking institutional players have left vulnerable. These are called ““Small Balance Loans,Small Balance Loans,”” which range from which range from $500,000 to $2,500,000$500,000 to $2,500,000. . Consequently, this gives OCFN a distinctive advantage over these larger top-heavy lenders to garner vast market share quickly as well Consequently, this gives OCFN a distinctive advantage over these larger top-heavy lenders to garner vast market share quickly as well as long-term fundamental growth for potential shareholders:as long-term fundamental growth for potential shareholders:

HIGHPOINTSHIGHPOINTS

oNiche Focused Lending Product Niche Focused Lending Product – The lending division– The lending division’’s core lending product is focused on a niche sector of the market where large s core lending product is focused on a niche sector of the market where large lending and banking institutional players have left vulnerable. These products are called lending and banking institutional players have left vulnerable. These products are called ““Small Balance Loans,Small Balance Loans,”” which range from which range from $500,000 to $2,500,000. Consequently, this gives OCFN a distinctive advantage over these larger top-heavy lenders to garner vast $500,000 to $2,500,000. Consequently, this gives OCFN a distinctive advantage over these larger top-heavy lenders to garner vast market share quickly as well as long-term fundamental growth for potential shareholders.market share quickly as well as long-term fundamental growth for potential shareholders.

oBillion Dollars of Lending Opportunities Identified Billion Dollars of Lending Opportunities Identified – – Omega is creating a niche market of lending opportunities by identifying up Omega is creating a niche market of lending opportunities by identifying up to $100 million in to $100 million in ““Small Balance LoanSmall Balance Loan”” refinancing opportunities annually. refinancing opportunities annually.

oLow Cost Business Model Low Cost Business Model – – By utilizing proven third party credit, underwriting, due diligence, and servicing procedures to be By utilizing proven third party credit, underwriting, due diligence, and servicing procedures to be administered by a proven company, RR Donnelly Real Estate Services; furthermore the Borrowers pay these cost directly to servicers administered by a proven company, RR Donnelly Real Estate Services; furthermore the Borrowers pay these cost directly to servicers including an additional upfront Processing Fee that goes to Omega.including an additional upfront Processing Fee that goes to Omega.

oExpanded Sales Force Expanded Sales Force – – Omega has recently aligned itself with AvisonYoung, and their worldwide CRE sales management teams that Omega has recently aligned itself with AvisonYoung, and their worldwide CRE sales management teams that will both provide an increased reach and breadth of loan originations. Additionally, these relationships expand our coverage to include a will both provide an increased reach and breadth of loan originations. Additionally, these relationships expand our coverage to include a broader reach in the Unites States, Canada, and Europe.broader reach in the Unites States, Canada, and Europe.

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Ticker Symbol:Ticker Symbol: OCFN OCFN

Listing:Listing: OTC.QBOTC.QB

Shares Outstanding:Shares Outstanding: 158,486,150*158,486,150*

Insider Ownership:Insider Ownership:

100,000,000* Direct Public Offering By Company 100,000,000* Direct Public Offering By Company ((Quasi Shelf Registration Quasi Shelf Registration ) )

Float:Float: 14,686,09914,686,099

Investor Relations:Investor Relations: DME Capital DME Capital 14 Wall Street, 20 Floor14 Wall Street, 20 FloorNew York, NY 10005New York, NY 10005Matt Graci, PresidentMatt Graci, [email protected]@dmecapital.com

Transfer Agent:Transfer Agent: Pacific Stock TransferPacific Stock Transfer4045 South Spencer St #4034045 South Spencer St #403Las Vegas, NV 89119Las Vegas, NV 89119

Corporate Securities Attorney:Corporate Securities Attorney: Legal & Compliance, LLCLegal & Compliance, LLC330 Clematis Street330 Clematis StreetSuite 217Suite 217West Palm Beach, FL 33401West Palm Beach, FL 33401

Corporate Auditor:Corporate Auditor:

Bongiovanni & Associates, CPABongiovanni & Associates, CPA’’ss7951 SW 6th St., Suite. 2167951 SW 6th St., Suite. 216Plantation, FL 33324Plantation, FL 33324

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About the Company StructureAbout the Company Structure

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Below are a few publicly traded BIG BOARD BIG BOARD companies within our industry. OCFN feels with VFG Securities as our financial-arm for in-house capitalization and with our small balance lending product Niche, gives OCFN a great opportunity to rise to these Market Cap Levels Market Cap Levels very effectively over the next 24-months. Plus this enables OCFN the ability to eventually move to one of these possible exchange listings…

Footnote: These companies are well capitalized and in no way is OCFN comparing its current commercial real estate Footnote: These companies are well capitalized and in no way is OCFN comparing its current commercial real estate financing programs to these companies. They are only our industry piers solely based on the comparison of being financing programs to these companies. They are only our industry piers solely based on the comparison of being publicly traded companies in the CRE lending sector. publicly traded companies in the CRE lending sector.

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Name Name TickerTicker Exchange Exchange Trading Price Trading Price Market Cap Market Cap

Fifth StreetFifth Street FSCFSC NASDAQNASDAQ $10.25$10.25 $1.1 BB

Capital Source Capital Source CSECSE NYSENYSE $8.24$8.24 $1.8BB$1.8BB

RAIT Lending RAIT Lending RASRAS NYSENYSE $7.24$7.24 $553.MM$553.MM

Apollo Commercial Lending Apollo Commercial Lending ARIARI NYSENYSE $24.68$24.68 $80.3MM$80.3MM

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Information supplied from Bloomberg and may vary due to a variety of factors, including trading volumes, market conditions, system performance, and other factors.

Footnote: These companies do not offer the same commercial real estate Footnote: These companies do not offer the same commercial real estate financing products as OCFN, yet they are our industry piers solely based on the financing products as OCFN, yet they are our industry piers solely based on the comparison of being publicly traded on OTCQB, OTCQX, or OTCBB as a small cap comparison of being publicly traded on OTCQB, OTCQX, or OTCBB as a small cap listed company. listed company.

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SymbolSymbol LastLast 1 Week1 Week 1 Month1 Month 3 Month3 Month 6 Month6 Month 1 Year1 Year

OCFNOCFN 0.1250.125 0.00%0.00% -28.94%-28.94% 56.25%56.25% 4.17%4.17% 2,132.14%2,132.14%

WCSYWCSY 0.0290.029 0.00%0.00% -3.33%-3.33% 480.00%480.00% 480.00%480.00% 607.32%607.32%

WESAWESA 0.0020.002 81.82%81.82% 81.82%81.82% 81.82%81.82% 100.00%100.00% -86.67%-86.67%

BCNDBCND 0.00150.0015 66.67%66.67% 36.36%36.36% 87.50%87.50% 0.00%0.00% 66.67%66.67%

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JON S. CUMMINGS, IV; 44 President/ChairmanJON S. CUMMINGS, IV; 44 President/ChairmanTHE FOUNDER & MAJORITY SHAREHOLDERTHE FOUNDER & MAJORITY SHAREHOLDERMr. Cummings IV is the Company’s, President, Chief Financial Officer, and member of the Board of Directors. Mr. Cummings is responsible for facilitating the expansion of his internal personnel in key management positions, such as real estate analysts, surveyors, licensed appraisers, and real estate brokers. Additionally, his role entails overseeing his internal underwriting department to achieve the maximum value in the origination and lending of the investment proceeds. Mr. Cummings is directly involved with orchestrating the holding company’s direction in terms of administering its subsidiary lending divisions such as “Omega CRE Group LLC” & “Omega Capital Street LLC”“Omega CRE Group LLC” & “Omega Capital Street LLC” within the overall Merger & Acquisition growth strategy for OCFN. Mr. Cummings graduated from Ohio University in 1994 with a BS dual major in Pre-Law & History. He spent over 17-years of his post gradated career working for his father’s company operating in the construction management industry spanning both domestic and global markets. This valuable experience and knowledge base propelled Mr. Cummings’ core competencies into international financing, commercial real estate development & budgeting, and residential construction. During this period, Mr. Cummings talents had him overseeing projects globally that total over an estimated one hundred million dollars, as well as handling over a billion dollars of loan inquiries through various CRE mortgage banker/brokers.

Mr. Cummings is also the founder of CCRE Capital LLC, which specializes in commercial real estate strategic alliances that controls over $70-million in offshore commercial real estate holdings. He is instrumental in the subsidiary’s capacity to co-invest, participate, and or joint venture with prospective owners of various real estate holdings.

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TODD C. BUXTON, 44 VP of Business TODD C. BUXTON, 44 VP of Business DevelopmentDevelopmentMr. Buxton as VP of Business Development has been described as an astute dealmaker, public relations facilitator, and financial engineer focusing on initiating innovative stratagems for creating growth strategies and solving complex transactions that help lead the company forward. Mr. Buxton has a strong foundation in the commercial real estate construction management industry and real estate developer/contracting business, starting in 1992 as a marketing director for Smoot Construction under their construction management division. Smoot had annual estimated business revenue over $500 million a year. Mr. Buxton’s role involved building a corporate image and facilitating many business and public relationships with company related affiliates, including communication with financial institutions, architects, developers, and contractors. Eventually Mr. Buxton took on an additional role at Smoot Construction as an assistant project manager gaining valuable knowledge on calculating building cost estimates and development values for commercial projects as well as beneficial insight associated with the construction of commercial buildings literally from the ground up. Once Mr. Buxton established his work experience from the construction / development side it was time to branch out in order to focus on his other college discipline, which was the Management and Information Technology field. Thus, over the next 15-years he expended his skill sets to grow a small single State tech firm into a multi-State operation with national coverage.

In 2010 Mr. Buxton coupled all his work experience and core competencies by forming Bentley Addison Capital Finance, which provided consulting and advisory services in the commercial real estate financial & capital markets sector. In early 2013, Mr. Buxton decided to join Omega Commercial FinanceOmega Commercial Finance, , whom was a long-time client, by taking a position as VP of Business VP of Business DevelopmentDevelopment in order to take his working proficiencies to the ultimate capital markets arena of a publicly traded commercial real estate financial holding company. Presently OCFN and Mr. Buxton are in discussions to move Mr. Buxton into the Chief Executive Officer position.

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Jason Vanclef, RFC, CEP, CAPPJason Vanclef, RFC, CEP, CAPPPresident, CEO VFG Securities, VFG Advisors, Vanclef Financial Group President, CEO VFG Securities, VFG Advisors, Vanclef Financial Group

Jason Vanclef was born in Eugene, Oregon and grew up in Palo Alto, CA. He attended Cal Poly, San Luis Obispo, earning a B.S. in Biological Chemistry. Over the years, Jason has felt that this degree taught him to think “outside the box” versus traditional degrees in Business or Finance. After 5 years as a Homicide/Narcotic Senior Criminalist with the California Sheriff’s Department, Jason created Vanclef Financial Group, IncVanclef Financial Group, Inc., a comprehensive financial services practice that offers planning services to a wide range of individuals and small businesses. For over a decade, he has developed extensive experience in asset preservation, retirement and estate planning strategies. Jason has mentored and coached hundreds of representatives on his contrarian and somewhat unique viewpoint about the necessary addition of tangible assets to a financial portfolio. In his book, “The Wealth Code; How the Rich Stay Rich in Good Times and Bad”, Jason dispels the myth that the stock market is the key to retirement. Rather, he takes the position that facilitating regular and consistent cash flow is the only way to securely retire. In early 2009, Jason decided to separate himself from other independent advisors and build his own Registered Investment Advisor and FINRA member Broker/Dealer. VFG Securities, Inc. and VFG Advisors, Inc. enable clients and representatives alike to access the best in class financial products and services with full transparency and disclosure. To bring his fascinating investment philosophy to a wider audience in 2010, Jason hosted The Wealth Code Sunday morning Radio Show on KABC 790AM talk radio Los Angeles. Jason is a Series 24 (General Securities Principal), Series 7 (General Securities Representative) and Series 66 (Investment Advisor Representative) licensed financial representative and also has his California Life Insurance license. Additional certifications include the Graduate Estate Planning Consultant (GEPC), Certified Estate Planner (CEP), and Registered Financial Consultant (RFC) professional designations. Jason and wife Tami have a 3-year old son, Grant, and a 1-year old son, Cole. The Vanclef’s make their home in the community of Westchester, CA. Whether your needs are due to a sudden inheritance, property sale, separation from your company, or simply feel in need of a second opinion, Jason is equipped to explore strategies that best fit that particular situation.

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CORPORATE HEADQUARTERS 1000 5th Street Suite 200

Miami Beach, Florida 33139www.Ωmegapublic.com

Office: (305) 704-3294

Our Our mission mission is to become a is to become a top publicly traded financial top publicly traded financial services holding company services holding company with diversified businesses with diversified businesses that provide, asset that provide, asset management, investment management, investment banking, insurance, wealth banking, insurance, wealth management, and tax management, and tax services. Furthermore, our services. Furthermore, our services extend into services extend into providing investment providing investment advisory solutions to advisory solutions to institutions, corporations, institutions, corporations, investment advisors, family investment advisors, family offices, and individuals. offices, and individuals. Overall, our principal Overall, our principal companies operate in the companies operate in the commercial real estate commercial real estate finance capital markets finance capital markets sector. The focus directs sector. The focus directs our origination efforts to a our origination efforts to a prudent mix consisting of prudent mix consisting of first lien, limited second first lien, limited second lien, and bridge financing lien, and bridge financing arrangements that we arrangements that we believe will provide superior believe will provide superior risk-adjusted returns while risk-adjusted returns while maintaining solid credit maintaining solid credit quality and prudent quality and prudent underwriting methods. underwriting methods.

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