1pm Industries Inc (OPMZ)

[surfkast]

This is the death knell!

Item 8.01 Other Events

(1) On May 1, 2017, the Company closed on a $1,380,000 financing transaction with Typenex Co-Investment, LLC. The Company would receive a total of $1,250,000 under the agreement with the remaining $130,000 resulting from the OID on the Agreement. The funds are split between 9 tranches with the initial tranche being $250,000 and each subsequent tranche being $125,000. The Company would use the proceeds to grow its pipeline of clients. As part of the agreement 6-months from each funding date (unless the additional tranches are secured by collateral), Typenex will be able to convert the financing amount into shares at a rate equal to 40% multiplied by the lowest intra-day trade price in the 15 trading days immediately preceding the conversion. Additionally, the Company agreed to set up a reserve of 3.2 billion shares on behalf of Typenex. Reserves are established by Typnex and the Company may need to increase the reserve at the request of the lender. Once the notes have been satisfied, the Company can remove any remaining shares from the reserve that had been established and reduce its authorized share count accordingly.





Item 8.01. Other Events.




Table of Contents


Series F Preferred Stock: The Company acquired NG Advisors from its members on February 23, 2017. As part of the acquisition, the members of NG Advisors didn’t receive any additional stock or cash from the transaction. The members already were the majority shareholders of the Company and owned 100% Series F Preferred Stock (held by Wade Billington Partners). As a private company, the profits of NG Advisors and consulting operations were distributed to its members in accordance to the operating agreements.

As part of finalizing the acquisition; however, the members will no longer be receiving the profits from NG Advisors or the related consulting operations. Instead, going forward the holders of the Series F Preferred Stock shall be entitled to monthly distributions of $130,000 per month from the profits from the consulting operations. If there are no monthly operational profits from NG Advisors or the consulting business than no distribution shall be made to the Series F shareholders. No officer or director receives a salary from the Company; however, the Company may create bonuses based on performance for its officers and/or directors.





https://www.otcmarkets.com/stock/OPMZ/filings