Optex Systems Holdings Inc. (OPXS)

[fireopal]

READ THIS BEFORE YOU BUY

FOR WOULD BE OPXS INVESTORS - DO NOT JUMP IN BEFORE READING THE FOLLOWING SEC FILING SYNOPSIS ALONG WITH EARLY INVESTOR POSTS - you will see many of the same types of posts that are currently being posted by believers as the stock was heading down from the .30-.40 range back in 2009.

IN MY OPINION AS A BAG HOLDER - i highly recommend that all that are not interested in becoming long-term investors, play this one safe so that you do not join me and some others as a bag holder and/or lose your money. See - 4/14/14 post from an early investor that claims to be a bag holder - http://investorshub.advfn.com/boards/read_msg.aspx?message_id=100417827

HOW TO PLAY THIS STOCK- Due to the company (Stanley Hirschman with 80% controlling interest in OPXS) contracting Za Consulting Inc. in 6/09, OPXS was listed with various penny stock "pump & dump" promoters for one solid year, and to date, it has continued to be featured with various penny stock promoters, which has made it a fairly safe ATM play at the current trading levels - just have to time your entry so that you do not hold longer than you may want. To learn more about other Hirschman companies, see DD post by an early investor - http://investorshub.advfn.com/boards/read_msg.aspx?message_id=45086891

The PPS trading history has ranged from sub-penny levels to the 02's. Therefore, if you are not interested in becoming a long-term investor, the best bet imo is to buy around .01 or under and sell somewhere in the 02's. You can always use the profits to buy back in if/when this stock breaks out its trading patterns and heads north in a bigger way.

SEC FILING SYNOPSIS

The company has been maintaining consistent revs for 5+ years along with growing their stock options, which is a form of dilution, so imo, they have been bringing in enough to cover the insider's nice salaries but not enough to benefit the investor. According to the following link and as of 3/13, OPXS was down by 97.3 % since 2009, so no need to cover the revs, any new contracts or stock options etc in depth because the company clearly has some work to do to get out of the hole. http://www.smallcapnetwork.com/These-Small-Cap-Stocks-Were-Up-or-Down-20-Last-Friday-AUCI-OPXS/s/via/21051/article/view/p/mid/1/id/52/

OPXS is an OTC company that is not subjected to the same filing rules as other companies on higher exchanges. Therefore, you can not trust what you read in the filings. In addition to embellishing on facts, there may be facts that have been excluded and/or what you see in one filing may change in a later filing etc. The following is based on some initial 2009 filings.


OPXS operated as a shell corporation

Item 5.06 Change in Shell Company Status - As a result of the consummation of the Reorganization described in Items 1.01 and 2.01 of this Current Report on Form 8-K, the Company believes that it is no longer a “shell corporation,” as that term is defined in Rule 405 of the Securities Act and Rule 12b-2 of the Exchange Act. --- 4/3/09 8K http://secfilings.nasdaq.com/filingFrameset.asp?FileName=0001144204-09-018804.txt&FilePath=\2009\04\03\&CoName=OPTEX+SYSTEMS+HOLDINGS+INC&FormType=8-K&RcvdDate=4%2F3%2F2009&pdf=


9/12/08- (Senior creditors of IRSN/Sensors - OPXS Texas) -- Longview Fund LP & Alpha Capital Anstalt formed and filed to incorporate Optex Systems Inc in Delaware. - Link to confirm incorporation filing date - enter "Optex Systems" - https://delecorp.delaware.gov/tin/GINameSearch.jsp.

Longview owned 90% equity interest in OPXS Delaware - Alpha owned 10% equity interest in OPXS Delaware.

Newly formed shell company OPXS Delaware (Longview/Hirschman & Alpha) used Sustut as a shell company to launch Optex Systems Holdings Inc (Sileas) via newly appointed sole owner/director Andrey Oks who had just acquired Sustut on 9/12/08 - the same day OPXS filed for incorporation in Delaware. http://secfilings.nasdaq.com/filingFrameset.asp?FileName=0001213900-08-001772.txt&FilePath=\2008\09\15\&CoName=SUSTUT+EXPLORATION+INC&FormType=8-K&RcvdDate=9%2F15%2F2008&pdf=

9/23/08 - OPXS Delaware borrowed $146,709 from OPXS Delaware - promissory note issued to Longview at 10% interest per year - initial 11/7/08 due date was extended until 3/29/09 - note would be exchanged for Series A Preferred Stock. --- 4/3/09 8K - Note 8 - Debt Financing - http://secfilings.nasdaq.com/filingFrameset.asp?FileName=0001144204-09-018804.txt&FilePath=\2009\04\03\&CoName=OPTEX+SYSTEMS+HOLDINGS+INC&FormType=8-K&RcvdDate=4%2F3%2F2009&pdf=

10/14/08 - OPXS Delaware buys OPXS Texas via a public auction--- $5,409,762 and $540,976 Secured Promissory Notes issued to Longview and Alpha (6% interest per year.)... After 180 days Notes and accrued/unpaid interest may be converted into Optex common stock at a conversion price of $1.80 per share and/or redeemed prior to maturity at a price of 120%.

12/01/08 - effective Danny Shoening employment date - $190k per year - entitled to 30% bonues of base salary per year - stock options equal to 1% of the issued and outstanding shares - 34% vesting on 3/30/10 - 33% vesting 3/31/11 & 3/3/12. Employment agreement http://secfilings.nasdaq.com/filingFrameset.asp?FileName=0001144204-09-018804.txt&FilePath=\2009\04\03\&CoName=OPTEX+SYSTEMS+HOLDINGS+INC&FormType=8-K&RcvdDate=4%2F3%2F2009&pdf=

12/12/08 - OPXS Delaware Longview/Hirschman form D filing for $2,250,000 proceeds for future private placement of exempt stock that Longview/Hirschman, Okamoto, Richards and Schoening would get a piece of after Optex Systems Holding Inc (Sileas) was established. See Form D Filing and Form D Explained

"...The shares of the Company’s common stock issued in connection with the Reorganization and the private placement offering were not registered under the Securities Act. All shares issued in connection with the Reorganization were issued in reliance upon the exemption from registration provided by Regulation D under the Securities Act, which exempts transactions to certain accredited. The shares issued in connection with the private placement offering were issued in part in reliance upon the exemption from registration provided by Regulation D..." Item 5 - pg.15 http://secfilings.nasdaq.com/filingFrameset.asp?FileName=0001144204-09-025776.txt&FilePath=\2009\05\12\&CoName=OPTEX+SYSTEMS+HOLDINGS+INC&FormType=10-Q&RcvdDate=5%2F12%2F2009&pdf=

12/28/08 (OPXS Delaware) - As of December 28, 2008, the Company was authorized to issue 300,000,000 shares of $.001 par value common stock, of which 50,000,000 shares were issued and outstanding as follows:

Longview - 45,081,350
Arland Holdings- 4,918,650 ---
4/3/09 8K - Note 7 – Stockholders Equity http://secfilings.nasdaq.com/filingFrameset.asp?FileName=0001144204-09-018804.txt&FilePath=\2009\04\03\&CoName=OPTEX+SYSTEMS+HOLDINGS+INC&FormType=8-K&RcvdDate=4%2F3%2F2009&pdf=

2/20/09 - "... Longview Fund conveyed its ownership interest in the Company to Sileas Corp., an entity owned by three of the Company’s officers..." --- 4/3/09 8K - Organizational History - http://secfilings.nasdaq.com/filingFrameset.asp?FileName=0001144204-09-018804.txt&FilePath=\2009\04\03\&CoName=OPTEX+SYSTEMS+HOLDINGS+INC&FormType=8-K&RcvdDate=4%2F3%2F2009&pdf=

2/20/09 - "....On February 20, 2009, Sileas Corp. (“Sileas”), a newly-formed Delaware corporation, owned by present members of the company’s management, purchased 100% of the equity interest held by Longview , representing 90% of Optex Delaware, in a private transaction ...." ---4/3/09 8K - Note 1 - Organization and Operations http://secfilings.nasdaq.com/filingFrameset.asp?FileName=0001144204-09-018804.txt&FilePath=\2009\04\03\&CoName=OPTEX+SYSTEMS+HOLDINGS+INC&FormType=8-K&RcvdDate=4%2F3%2F2009&pdf= Note: Contrary to what is idicated, the purchase did not represent 100% of Longview's equity interest in OPXS Delaware.

Acquisition by Sileas Corp on February 20, 2009 - The purchase price (“Purchase Price”) for the Acquisition was $13,524,405. Sileas issued a note to the Longview Fund LP for the full amount of the Purchase Price in exchange for 45,081,350 shares of common stock (the “Common Stock”) issued by the Company (representing 90% of the outstanding shares) and a note dated December 2, 2008, issued by the Company to Longview in the principal amount of $5,409,762 (the “Optex Note”). No contingent consideration is due the seller in the transaction.... 4/3/09 8K - http://www.nasdaq.com/symbol/opxs/sec-filingshttp://www.nasdaq.com/symbol/opxs/sec-filings

Note: 90% of the 50,000,000 outstanding shares issued = 45,000,000 NOT 45,081,350, which is 81,350 higher than it should be.

Hirschman/Sileas promissory note not guaranteed - Longview is not entitled to pursue Hirschman/Sileas in the event of a default - Longview would only be entitled to receive the common and preferred stock held by Sileas.

3/26/09 - Before his resignation, (OPXS Delaware-Sustut) Andrey Oaks, initiated Optex Systems Holdings Inc name change, issued a forward stock split along with designating 5,000 shares of preferred stock from 200,000,000 common stock of which 1,027 shares were designated as Series A Convertible Preferred Stock.--- 3/30/09 8K - http://secfilings.nasdaq.com/filingFrameset.asp?FileName=0001213900-09-000648.txt&FilePath=\2009\03\30\&CoName=OPTEX+SYSTEMS+HOLDINGS+INC&FormType=8-K&RcvdDate=3%2F30%2F2009&pdf=

OPXS reconfirmed forward split to holders of record as of February 23, 2009.

Sileas Corp (Longview) split - 76,638,295 shares
Arland Holdings, Ltd. split - 8,361,705 shares.

3/27/09 - OPXS (Sileas) and Alpha Capital Anstalt exchanged their 10/08 promissory notes in the total amount of $6,000,000 plus accrued and unpaid interest for 1,027 shares of Series A Preferred Stock.....

"...The Series A Preferred Shares entitle the holders to receive cumulative dividends at the rate of 6% per annum payable in cash at the discretion of Board of Directors. Each share of preferred stock is immediately convertible into common shares at the option of the holder which entitles the holder to receive the equivalent number of common shares equal to the stated value of the preferred shares divided by the conversion price initially set at $0.15 per share. .." --- 5/12/09 10Q - Series A Preferred Stock (f-17) http://secfilings.nasdaq.com/filingFrameset.asp?FileName=0001144204-09-025776.txt&FilePath=\2009\05\12\&CoName=OPTEX+SYSTEMS+HOLDINGS+INC&FormType=10-Q&RcvdDate=5%2F12%2F2009&pdf=

Risks Relating to the Reorganization (page 10)
"...The Series A Preferred Stock is convertible into 41,080,000 shares of our Common Stock, and upon conversion, the Series A Preferred Stock would beneficially own 22.5% of our Common Stock. This would greatly dilute the holdings of our other stockholders..." --- 5/12/09 10Q - Risk Factors - pg 18 http://secfilings.nasdaq.com/filingFrameset.asp?FileName=0001144204-09-042306.txt&FilePath=\2009\08\12\&CoName=OPTEX+SYSTEMS+HOLDINGS+INC&FormType=10-Q&RcvdDate=8%2F12%2F2009&pdf=

3/30/09 - existing shareholders of the OPXS Sileas exchanged their shares with (OPXS Delaware) Sustut .

subscriptions for 27 units ($45,000 per Unit - each Unit worth 300,000 shares of "exempt" common stock.) Gross proceeds = $1,219,750 -- net proceeds = $933,945 ---Item 3.02 Unregistered Sales of Equity Securities. http://secfilings.nasdaq.com/filingFrameset.asp?FileName=0001144204-09-018804.txt&FilePath=\2009\04\03\&CoName=OPTEX+SYSTEMS+HOLDINGS+INC&FormType=8-K&RcvdDate=4%2F3%2F2009&pdf=

Note 7 - Debt Financing - Non Related Parties

Short Term Note Payable/Longview Fund - On September 23, 2008 Optex Delaware borrowed $146,709 from Longview and issued a promissory note dated September 23, 2008, to Longview in connection therewith. The September 23, 2008 Note bears interest at the rate of 10% per annum with interest accruing until the maturity date of the September 23, 2008 Note, which was originally set as November 7, 2008 (“Maturity Date”). Pursuant to an Allonge No. 1 to Promissory Note, dated January 20, 2009, the Maturity Date was extended until March 31, 2009. On March 30, 2009 in conjunction with the Reorganization and Private Placement, Longview Fund purchased 3.25 Units of the Private Placement using $146,250 of the outstanding Note Payable as consideration for the purchase. --- 5/12/09 10Q - http://secfilings.nasdaq.com/filingFrameset.asp?FileName=0001144204-09-025776.txt&FilePath=\2009\05\12\&CoName=OPTEX+SYSTEMS+HOLDINGS+INC&FormType=10-Q&RcvdDate=5%2F12%2F2009&pdf=

Note: Longview changed his mind and rather than exchange his OPXS Delaware note for Series A Preferred stock as was outlined above in the 4/3/09 8K, he opted to go for 925,000,000 exempt shares.

(First batch) Stock options issued - 1,414,649 granted to an officer with vesting rights of 34% after the first year, and 33% each after the second and third years and carry a grant expiration date of seven years after issuance..." 5/12/09 10Q - note 10 - pg. f-18 http://secfilings.nasdaq.com/filingFrameset.asp?FileName=0001144204-09-042306.txt&FilePath=\2009\08\12\&CoName=OPTEX+SYSTEMS+HOLDINGS+INC&FormType=10-Q&RcvdDate=8%2F12%2F2009&pdf=

5/4/09 Fnra symbol change - “OPXS.OB”

5/19/09 S-1 registration

5/14/09 (more) Stock Options issued to other company employees, including 250,000 shares to one company officer. --- 5/12/09 10Q - note 10 - pg. f-18
http://secfilings.nasdaq.com/filingFrameset.asp?FileName=0001144204-09-042306.txt&FilePath=\2009\08\12\&CoName=OPTEX+SYSTEMS+HOLDINGS+INC&FormType=10-Q&RcvdDate=8%2F12%2F2009&pdf=

5/14/09 - SC 13G - Arland holdings - 11,148,935 shares = 7.88% ownership
5/28/09 - SC 13G /A - Arland & Momona - 11,211,435 shares = 7.93% ownership http://secfilings.nasdaq.com/filingFrameset.asp?FileName=0001213900-09-001377.txt&FilePath=\2009\05\28\&CoName=OPTEX+SYSTEMS+HOLDINGS+INC&FormType=SC+13G%2FA&RcvdDate=5%2F28%2F2009&pdf=

No form 4 sec filings for any sales to date, which means Arland & Momona are either in violation of Sec rules or they have not sold anything.

See Arland Holdings Sec filings - http://www.sec.gov/cgi-bin/browse-edgar?action=getcompany&CIK=0001463975&owner=exclude&count=40
See Momona Sec filings - http://www.sec.gov/cgi-bin/browse-edgar?CIK=0001421118&action=getcompany

Arland and Momona owned by Arie Rabinowitz also known as LH Financial - See TheStreet 2006 article - Tracking the Bawag Scavenvger Hunt http://www.thestreet.com/story/10294236/1/tracking-the-bawag-scavenger-hunt.html

Note 11-Subsequent Events

6/26/09 - ..."American Capital Ventures returned 700,000 of the 1,000,000 restricted shares ...." (leaving 300,000 to trade)

6/29/09 - ZA Consulting,Inc - paid $150,000 upon execution of the Agreement and received $5,000 and 40,000 shares of restricted Stock per month.... ($210.000 + 480,000 restricted shares) ---8/12/09 10Q - note 11 pg. f-19 http://secfilings.nasdaq.com/filingFrameset.asp?FileName=0001144204-09-042306.txt&FilePath=\2009\08\12\&CoName=OPTEX+SYSTEMS+HOLDINGS+INC&FormType=10-Q&RcvdDate=8%2F12%2F2009&pdf=

Note: Prior to Za Consulting - PPS = .30 range. After Za Consulting - PPS = .04-.05.

9/21/09 (Bloomberg Businessweek) Optex Systems, Inc. operates as a subsidiary of Optex Systems Holdings Inc., filed a voluntary petition for liquidation under Chapter 7 in the U.S. Bankruptcy Court for the Central District of California. http://investing.businessweek.com/research/stocks/private/snapshot.asp?privcapId=59646023

Note: imo and based on the bankruptcy notice, it would seem the company was preparing for it and set everything up even down to including getting the stock pumped via Za Consulting in order to make as much money as they could before this official notice hit the wires.

1/11/10 10k (received by Sec 3 months shy of one year after the facts ) On October 30, 2008, Alpha sold its Optex Systems, Inc. (Delaware) common stock to Arland Holdings, Ltd --- page 55 http://secfilings.nasdaq.com/filingFrameset.asp?FileName=0001144204-10-001348.txt&FilePath=\2010\01\11\&CoName=OPTEX+SYSTEMS+HOLDINGS+INC&FormType=10-K&RcvdDate=1%2F11%2F2010&pdf=

Note - Unlike Longview, there is nothing in the initial 4/3/09 8K indicating any outstanding shares being issued to Alpha in 10/08 or 12/08, and even if shares had been issued, the 4,918,650 shares issued to Arland Holdings did not represent 10% of Alpha's OPXS Delaware common stock.