UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): March 717, 2017

[ocfn8k032017002.gif]

(Exact name of registrant as specified in charter)

Wyoming

000-08447

83-0219465

(State or other Jurisdiction

of Incorporation)

(Commission File Number)

(IRS Employer

Identification No.)


200 East Campus View Blvd., Ste. 200, Columbus, Ohio		43235
Address of Principal Executive Offices		(Zip Code)

Registrant's telephone number, including area code: (305) 704-3294

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

~~Item~~As ~~1.01.~~used ~~Entry~~in ~~into~~this aCurrent ~~Material~~Report ~~Definitive~~on ~~Agreement~~Form 8-K and unless otherwise indicated, the terms “the Company,” “Omega,” “we,” “us” and “our” refer to Omega Commercial Finance Corp. and its subsidiaries.

Item 21.01~~. Completion of Acquisition or Disposition of Assets~~

OnEntry ~~February~~into 28, 2017 Omega Commercial Finance Corp. (“the Company”) agreed to sell and Partners South Holdings LLC. (“Purchaser”) hereby agreed to purchase 160,000 shares of Series Z preferred stock (the “Shares”) from the Company at a ~~purchase~~Material ~~price~~Definitive ~~of $2~~Agreement.~~50 per Share (the “Purchase Price”) totaling Four Hundred Thousand Dollars ($400,000).~~

~~The~~Item ~~proceeds were deposited in the trust account of the Company’s counsel~~2. ~~The proceeds therefrom shall be disbursed from the trust account and used solely for the acquisition of a targeted asset and working capital for the Company.~~01

~~The~~Completion ~~Purchase Price shall be payable contemporaneously with the execution~~ of ~~this~~Acquisition ~~subscription~~or ~~agreement~~Disposition (the “Subscription Agreement”) by wire transfer in immediately available funds in accordance with instructions furnished by the Company. The Shares are being offered and sold to Purchaser by the Company in a transaction exempt from the registration requirements of ~~the Securities Act of 1933, as amended (the “Securities Act”) and applicable state securities laws~~Assets.

~~Purchaser~~On ~~further~~March ~~understands~~17, ~~that~~2017, ~~Purchaser’s~~we, ~~rights~~purchased ~~and~~a ~~responsibilities~~total asof a35,550,000 ~~Purchaser~~“restricted” ~~and~~shares of common stock (the ~~terms~~“Control ~~and~~Share ~~conditions~~Sale”) of ~~the~~Gogo ~~sale~~Baby, ~~and~~Inc., ~~purchase~~a ofpublicly-held ~~the~~Delaware ~~Shares~~corporation ~~will~~(“GGBY”) befrom ~~governed~~Malcolm byHargrave ~~the~~(35,000,000 ~~terms~~shares), DTH International Corporation (500,000 shares) and ~~conditions~~Lisa ofFoster (50,000 shares), the ~~Subscription~~controlling ~~Agreement;~~stockholders ~~and~~of asGGBY ~~such~~for anaggregate ~~“accredited~~consideration ~~investor”~~of as$295,000. The ~~defined~~Control Share Sale was consummated in ~~Rule~~a ~~501(~~private transaction pursuant to a) ofcommon ~~Regulation~~stock Dpurchase ~~under~~agreement ~~the~~entered ~~Securities~~into ~~Act~~between Omega and Mr. ~~Upon~~ ~~receipt~~Hargrave, acting individually and on behalf of anthe ~~executed~~other ~~copy~~selling stockholders of ~~this~~GBBY. We ~~Subscription~~paid ~~Agreement~~the ~~and~~purchase ~~payment~~price offrom the ~~Purchase~~proceeds ~~Price~~of our previously reported private sale of 160,000 ~~the~~shares ~~Company~~of ~~will~~our ~~deliver~~Series toZ ~~Purchaser~~preferred stock at $2.50 per shares for an aggregate of $400,000. As a ~~certificate~~result ~~evidencing~~of the ~~Shares~~completion ~~registered~~of the Control Share Sale, a “Change in ~~Purchaser’s~~Control” ~~name~~of the GGBY took place.

~~Date:~~Item ~~March 7, 2017~~9.01

~~OMEGA~~Financial ~~COMMERCIAL~~Statements ~~FINANCE~~and ~~CORPORATION~~Exhibits.

~~By: /s/ Todd C. Buxton~~(d)

~~Todd C~~Exhibits. ~~Buxton, CEO~~

Exhibit No.

Description of Exhibit

10.1

Common Stock Purchase Agreement dated February 24, 2017

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.


Date: March 20, 2017	OMEGA COMMERCIAL FINANCE CORP.


	By:	/s/Todd Buxton
	Todd Buxton, Chief Executive Officer

Filing Compare · OMEGA COMMERCIAL FINANCE CORP