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Bieber was already signed...they need an additional 3 million to market
"promote PhoneGuard through a combination of television, Internet and other media"
From OPMG
If we do not begin to quickly ramp up our
revenues, we will need to complete a debt or equity financing and are seeking to raise up to $5,000,000 in convertible debt through a brokerdealer.
Because we do not have a Term Sheet with a broker-dealer, we cannot assure you that we will raise any or all of this capital. Any equity
equivalent financing will be very dilutive to our existing shareholders
In order to effectively market PhoneGuard and gain meaningful market share, we need to raise substantial working capital. If we are able to raise these funds, we will be able to promote PhoneGuard through a combination of television, Internet and other media. To reach these
markets, we expect that we will need to raise approximately $3,000,000 in additional financing. If we are unable to raise the working capital, it
is not likely that we will be able to effectively market DriveSafe.
it was my 1st post on this stock...quotes from the company
seeking 5 million to keep doors open and 3 million to market the product....still aways to go yet...
http://investorshub.advfn.com/boards/read_msg.aspx?message_id=63261289
If any of you have profits..take them now please...major dilution coming and raise in AS IMO
They told you in the 10K they need 8 Million Dollars to get this going and at the end I will show you how they will dilute to try
If we do not begin to quickly ramp up our
revenues, we will need to complete a debt or equity financing and are seeking to raise up to $5,000,000 in convertible debt through a brokerdealer.
Because we do not have a Term Sheet with a broker-dealer, we cannot assure you that we will raise any or all of this capital. Any equity
equivalent financing will be very dilutive to our existing shareholders
Also in order to market the product:
In order to effectively market PhoneGuard and gain meaningful market share, we need to raise substantial working capital. If we are able to raise these funds, we will be able to promote PhoneGuard through a combination of television, Internet and other media. To reach these
markets, we expect that we will need to raise approximately $3,000,000 in additional financing. If we are unable to raise the working capital, it
is not likely that we will be able to effectively market DriveSafe.
Please read my notes at the end RE: conversions
From the 10k filing:
Capital Structure
In order to finance our business and to close the PG- Cellular acquisition, we have issued various series of convertible preferred stock. The
following are summaries of pertinent provisions:
Series C Preferred Stock
In April 2010, the Company entered into an employment agreement with Mr. Anthony Sasso, which was amended in August 2010. Pursuant to
Mr. Sasso’s employment agreement, as amended, the Company issued Mr. Sasso 675 shares of Series C Preferred Stock (the “Series C”). In May
2011, the Series C was amended to provide that one-half vested upon entering into the Bieber Agreement and the remaining vesting in equal
quarterly increments over a two-year period. The Series C shares vote on an as-converted basis with the shares of common stock. The Series C is
convertible into the Company’s common stock at the election of Mr.Sasso. The conversion formula to common stock is as follows: every one
share of Series C is convertible into 129,629 shares of common stock. Thus, the 675 shares of Series C are convertible into 87,499,575 shares of
common stock. The Series C preferred stock has the same liquidation rights as the common stock. The Series C stock was is subject to
conversion and voting limitations ranging from 4.9% to 9.9%. In April 2011, these limitations were eliminated.
Series D Preferred Stock
In April 2010, the Company issued 2,850,000 shares of Series D Preferred Stock (the “Series D”) to the shareholders of Cellular as consideration
for the acquisition of the Software. As of May 16, 2011, a total of 1,667,898 shares of Series D have been converted. The Series D shares vote on
an as-converted basis with the shares of common stock. The Series D is convertible into the Company’s common stock at the election of the
holders of the Series D. The conversion formula to common stock is as follows: every one share of Series D is convertible into 23.529411 shares
of common stock. Thus, the 2,850,000 shares of Series D are convertible into 67,058,821 shares of common stock. The Series D stock has a
liquidation preference equal to $1.00 per share (for a total of $2,850,000).
Series E Preferred Stock
In August 2010, the Company entered into a letter agreement with Mr. Scott Frohman, its Chief Executive Officer. Pursuant to the letter
agreement, the Company issued Mr. Frohman 675 shares of Series E Preferred Stock (the “Series E”). In May 2011, the Series E was amended
to provide that one-half vested upon entering into the Bieber Agreement and the remaining vesting in equal quarterly increments over a two-year
period. The Series E shares vote on an as-converted basis with the shares of common stock. The Series E is convertible into the company’s
common stock at the election of Mr. Frohman. The conversion formula to common stock is as follows: every one share of Series E stock is
convertible into 129,629 shares of common stock. Thus, the 675 shares of Series E stock are convertible into 87,499,575 shares of common
stock. The Series E has the same liquidation rights as the common stock.
Series F Preferred Stock
In May 2011, the Board designated 68,035.936 shares of Series F Preferred Stock, par value $0.001 per share (“Series F”). Each share of Series
F is convertible into 1,000 shares of common stock when the Company receives shareholder approval to increase its authorized capital to enable
the Series F shareholders to convert. The Series F holders may vote on an as-converted basis. The Series F stock has a liquidation preference
equal to par value.
Series G Preferred Stock
In May 2011, the Company authorized the issuance of 21,000 shares of Series G Preferred Stock (“Series G”). Each share of Series G is
automatically convertible into common stock at 10,000 shares of common stock when the Company receives shareholder approval to increase its
authorized capital to enable the Series G shareholders to convert. The Series G has a liquidation preference equal to the amount paid by the
shareholder for the Series G. As of the date of this report, 1,000 shares of Series G have been sold.
Competition
While there are several other products on the market today that prevent texting while driving using a similar approach, DriveSafe Software
significantly leapfrogs these products through an additional advanced set of features. We expect that this competition will continue to intensify in
the future as a result of industry consolidation, the maturation of the industry and low barriers to entry. We compete with a diverse and large
pool of companies
_________________________________________________________________
Here are my notes:
Conversion rates------------------------fully diluted commons
Preferred:Common
Series C preferred shares (675)
1:129,629-----------------------------675:87,499,575
Series D preferred (2,850,000)
1:23.529411---------------------2,850,000:67,058,821
series E preferred (675)
1:129,629-----------------------------675:87,499,575
Series F preferred (68,035.936)--(just over 68K)
1:1000---------------------------68,035.936:68,035,936
Series G preferred (21,000)
1:10,000---------------------------21,000: 210,000,000
total conversions of preferred stock to common: 520,093,907
If that wasn't enough to convince you, take note of the dates of issuance...Assuming the following shares had a 6 month restriction, they are eligible to be sold now!!!
Special note: December issues eligible to be sold during June
Recent Sales of Unregistered Securities:
In addition to those unregistered securities previously disclosed in reports filed with the Securities and Exchange Commission, or the
SEC, we have sold securities without registration under the Securities Act of 1933, as described below.
Name of Class Date of Sale No. of Securities Reason for Issuance
Investors (1) October 5, 2010
October 8, 2010
November 29, 2010
December 29, 2010
20,806,843 shares of common
stock
Anti-dilution Shares
Investors (1) October 5, 2010
October 8, 2010
October 28, 2010
November 3, 2010
November 29, 2010
35,509,524 shares of common
stock
Investment
Chief Executive Officer of the
Company (1)
September 30, 2010 675 shares of Series E Preferred
Stock
Employment Agreement
Series D Holders (2) November 12, 2010
December 1, 2010
December 3, 2010
December 6, 2010
December 9, 2010
December 14, 2010
December 21, 2010
December 22, 2010
25,008,326 shares of common
stock
Conversion of Series D Preferred
Stock
(1) The securities were issued in reliance upon the exemption provided by Section 4(2) and Rule 506 under the Securities Act.
(2) The securities were issued to the Series D Holder in reliance upon the exemption provided by Section 3(a)(9) under the Securities Act.
From the 10k:
We incurred net losses of approximately $9.9 million and used cash in operating activities of appoximately $2 million in 2010. We
anticipate these losses and cash deficits will continue for the foreseeable future. We have not reached a profitable level of operations and have
negative working capital, all of which raise substantial doubt about our ability to continue as a growing concern. Our continued existence is
dependent upon generating working capital. Because of our continuing losses, we have working capital to permit us to remain in business only
through June 30, 2011
Coincidently timed with lawsuit beginning June 27th, 2011
ITEM 3. LEGAL PROCEEDINGS.
We previously disclosed a breach of contract suit against us pending in Los Angeles, California. That case is set for trial on June 27, 2011
All IMO of course,
Jimstr
correction...they were looking for 8 Million dollars...1/2 way there ...more to come
if .025 doesn't hold, this could get ugly in a heartbeat...good time to flip IMO
now you only have 6 MM's above .0195
in the time it took to reply, you just lost 3 MM @.03
I'm seeing the same thing but low blocks...wont take much vol to wipe them out...smart longs are putting in small block buys to create the appearance of support.
they are bid sitting with heavy buys to enter mid 2's
IMO
L2 very thin support down to .025
yes the information was wrong...they weren't common shares...they were preferred
next?
of course you are excited..the news came from a paid pumper
lol..ironically placed next to a DUMPster
nice close huh?
save your money 2's coming
IMO
smartass? classy....think about your question...if this is being shorted, they must have a pretty good idea they will cover much lower
my point was this SF....you blasted me for not wanting to save lives because I have a contrary view on this stock....
..let's not pretend that you care about the product or story...you thought the retail price was 39.99???
You are one of the best traders of stock on the IHUB...you trade to make money and are good at it
as you know there is a huge difference between the product/story a company puts out, and the share structure and dilution for that company.
Product sales and share price of the stock usually dont go hand in hand down here
This stock has been a diluting pig for a couple years (look at a 2 yr chart) They have raised the AS 3 times in 18 months and just recently more than doubled the AS from 700M to 1.5 billion to sell more shares
unrestricted shares since last yr and especially Dec are coming into the market now....the tug-o-war between buyers and sellers
Sellers, and there are a lot of them, are holding this down...not some MM games as newbs here would like to think.
edit: IMO
self-control...a big reason why many wont buy the product for themselves..
Got any sons, daughters, nieces, nephews that text, and are driving age?
Surely you bought the old version for them, right?
so you didn't buy the anti-texting saving lives program before the 360 was announced?
why is that?
did you buy the program?
what's a 10Q?
edit:...can anyone explain why we haven't gotten an 8K (5.02)from the Sasso firing?
strike 3 (4 months)
has nothing to do with sales of shares
BTW...hope you get some Preferreds...preferred shareholders have the right to get OS information in writing and oral within 2 days of request.
commons cant get the SS because of the gagged TA
still waiting on a return phone call from management
Thx BB2,
I'm guessing the form D will come soon because the last one was delayed
and No, I didn't see officers named....will DD that after work to see if they have to disclose immediately or not. maybe they can disclose at a later date and restriction starts from that future date of disclosure
If so, I will retract my "lining their pockets" assumption
I consider Bieber et al insiders as well. They have a tremendous influence on the volatility of the SP
back to my day job cleaning toilets
lol,
Jimstr
my point of this matter was to show that these were a newly issued Series of stock...depending upon future offerings, the PPS at conversion allows for a minimum of 76M and maximum of 280M more commons that they have to have included in the AS...
it explains part of the reason why AS was raised so much..
Also, for those that question who is selling, one reason could be that restricted shares from DEC '10 may be sold starting in June
look at all the offerings on page 9 of the 10K and the dates
25M
HAGD
I beg to differ with you... these were both rule 506 exemptions
June 6, 2011 8K
ITEM 1.01 ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT.
ITEM 3.02 UNREGISTERED SALES OF EQUITY SECURITIES.
On June 6, 2011, Options Media Group Holdings, Inc. (the “Company”) closed a private placement offering with accredited investors and sold 18,400 shares of Series A Convertible Preferred Stock (“Series A”) and 6,149,998 warrants (100% warrant coverage) and raised $1,686,200 in net proceeds after payment of commissions and fees to the Placement Agent. The Series A is convertible at $0.03 per share and the warrants are exercisable at approximately $0.041 per share over five-years. The Series A provides for a liquidation preference, voting rights equal to the number of shares of common stock that the holder would be entitled to if the Series A were converted and a 7% dividend per annum. Additionally, the Series A shares contain anti-dilution and price protection features which are disclosed on Exhibit 3.1 to this Form 8-K. Holders of the Series A have piggyback registration rights.
The Series A reported in this Form 8-K have not been registered under the Securities Act of 1933 (the “Act”) and were issued and sold in reliance upon the exemption from registration contained in Section 4(2) of the Act and Rule 506 promulgated thereunder. The investors were accredited investors and there was no general solicitation.
and May 24, 2011
Item 3.02 Unregistered Sales of Equity Securities.
Scott Frohman, the Chief Executive Officer and a director of Options Media Group Holdings, Inc. (the “Company”), Keith St. Clair, the Chairman of the Company, and Russell Strunk, the President of the Company, have invested a total of $250,000 in the Company’s private placement. Through May 23, 2011, the Company has sold 11,100 shares of Series G Preferred Stock (“Series G”) and raised $1,110,000. Each share of Series G is automatically convertible into 10,000 shares of common stock at such time as the Company has the authorized capital.
The Series G reported in this Form 8-K have not been registered under the Securities Act of 1933 (the “Act”) and were issued and sold in reliance upon the exemption from registration contained in Section 4(2) of the Act and Rule 506 promulgated thereunder. The Series G may not be offered or sold in the United States in the absence of an effective registration statement or exemption from the registration requirements under the Act. The investors were accredited investors and there was no general solicitation.
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 thereunto duly authorized.
OPTIONS MEDIA GROUP HOLDINGS, INC.
Date: May 24, 2011 By: /s/ Scott Frohman
Name: Scott Frohman
Title: Chief Executive Officer
would you mind educating me on how the officers in the preferred G series sales were accredited but cannot be accredited for this new issue?
No Jimstr. The parties named in your post Bieber et al, officers would not qualify as accredited investors. Bieber et al are SOPHISTICATED investors so they would not qualify.
I guess we'll find out who got the shares in the next Q
officers, Bieber Group, etc or other
Buybio2,
I joked last week about OPMG running out of the alphabet with their issues of Series F and Series G Preferred....they must be reading the board...they have started back at the beginning of the alphabet adding Convertible to the name.
please read a little deeper for the conversion rates
The 8k from yesterday is a newly created class of shares....
Series A Convertible Preferred
max issue-23,000 shares sold @ $100/share ....initial valued @ .03 common plus a .07% dividend ---can be adjusted based on subsequent offers
these new preferred shares represent another 76,000,000 (.03)-230,000,000 (.01) common shares after conversion based on current SP at conversion ( no more than .03 and no less than .01)
100.00 share divided by .03 equals 3,333 commons per share after conversion X 23,000 equals 76,000,000 commons
100.00 share divided by .01 equals 10,000 commons per share after conversion X 23,000 equals 230,000,000 commons
Different that the original issued last year
Series A Preferred
max issue 12,130 shares available sold @ $100...valued at .035...no divie
I already took that bet when I sold my shares...revenue for OPMG shareholders will be a joke..future tense
strike 3 wont be realized for 4 months (long enough for the Boca crew to fleece you)...quit asking...I cant do all the work for you people..do some freaking DD on your own. Besides, you will just put your own spin on it and dismiss my findings based on facts.
Past tense...'WAS" ...Let's bet that revenue will be blown out of the water next Q.
I was right with regard to Series A Preferred...insiders lining their own pockets again
gave themselves some divies...not you
here's your proof.
8K
http://www.sec.gov/Archives/edgar/data/1413993/000135448811001821/opmg_ex31.htm
lol...these guys know how to stick it to their shareholders
ETMM and NITE are retail...they aren't shorting. Shorting was already done from mid 5's down to mid 2's...another round I believe will be coming...There is still some shorting going on but watch for ASCM to come back on L2 when the real shorting begins again.
http://www.ascendiant.com/investmentbanking.aspx?n=59624
Overview - Investment Banking
Ascendiant’s Investment Banking division provides investment capital, institutional investor outreach, strategic guidance, and related advisory services to publicly traded companies in the U.S. and selected foreign markets. The Investment Banking team also assists private companies interested in going public. Securities transactions are conducted through Ascendiant Capital Markets LLC, a FINRA-member and SEC registered broker-dealer.
As a principal investor, Ascendiant Capital Partners LLC makes direct investments in small-cap and micro-cap publicly traded companies, either as the sole investor or in syndication with other institutional investors.
http://www.ascendiant.com/transactions.aspx
http://www.ascendiant.com/marketmaking.aspx?n=487053
Overview - Market Making and Trading
Ascendiant’s Market Making & Trading division provides domestic and foreign equity trading for institutional and accredited investors. Domestic markets include NYSE, NYSE Amex, Nasdaq, and OTC.
Ascendiant’s Market Making & Trading operation is equipped with state-of-the art technology and systems, providing clients with superior execution and service. The Market Making & Trading division is managed and staffed by securities industry professionals with many years of experience at leading investment banks and institutional brokerage firms.
Ascendiant’s Market Maker ID is “ASCM”.
also, I love how this board credits buyers coming in when the SP goes up but when it goes down, they dont blame it on profit takers, they blame the MM's manipulation
read again...I didn't say they were selling..I said price points...big difference
read the 10Q and 10K...revenue for this was a joke...
lol
what an imagination you have...I dont work for Sykes...never heard of him until after I started posting here.
let's stay on topic
made the same observation here 11 days ago
also helps when controllers can get Bieber to post on FB to renew some buying pressure where they start selling again
"Hey Biebs, we need more buying pressure so we can sell higher...post a little tidbit on FB, okay?"
Rinse repeat
IMO
They aren't selling at 39.99....price points are 29.99 and 19.99 (overstock.com)
I bought for the first time yesterday for a quick flip but then sold when I discovered they raised the AS to 1.5B
never thought a company would hype a huge launch and raise AS just hrs after the PR
lower than a snakes belly...
Shareholders should be appalled but are blurred by the Bieber hype
OPMG dangled another carrot with yet another launch next month...translation: keep your shares and buy more so we can dump ours while you hold
IMO
creative financing... Frohman and crew use Preferred series convertibles to reap huge benefits for the insiders...you might look at the other companies these guys had their hands in
UPST had their run and tank a little before this one...starting in Feb...ask those shareholders how they feel about SS created and how it killed their SP
http://www.secinfo.com/d12TC3.q115k.htm
all you posters that said raise in AS wouldn't effect SP?
what do you have to say now...down another 10% and going lower IMO
no... just providing the DD that the would explain why they raised the AS so much
more warrants have to be issued so old investors and cronies can sell shares on the Bieber hype too.
are you blinded by the Bieber hype and dont want to know the real story here?
no... just providing the DD that the would explain why they raised the AS so much
more warrants have to be issued so old investors and cronies can sell shares on the Bieber hype too.
are you blinded by the Bieber hype and dont want to know the real story here?
good post Buybio2..
your numbers(1.08B)were spot on with mine (1.1B) from an earlier post..
I think this has something to do with at least some of the excess AS.
More warrants ( clause in Series A Preferred) will be issued to old investors/officers:
GRQ Consultants, Inc. 401(k) (“GRQ”)
Mr. Barry Honig, an affiliate of GRQ
Mr. Michael Brauser (an old pal of Frohman from their days with Marlin Capital Partners, Health Benefits Direct Corp, Inspro,and current publically traded UPST (Upstream Worldwide INC)
---UPST officers listed below
Item 10. Directors, Executive Officers and Corporate Governance.
Name Age Position
Douglas Feirstein 40 Chief Executive Officer and Director
Daniel Brauser 30 Chief Financial Officer and Director
Charles Wallace 47 President and Chief Operating Officer
Michael Brachfeld 40 Chief Accounting Officer
Scott Frohman 43 Chairman of the Board
Grant Fitzwilliam 43 Director
Charles Pearlman 65 Director
Jason Rubin 28 Director
17
from the 8K: 12/16/09
Entry into a Material Definitive Agreement.
On December 11, 2009, the Company restructured $1,141,000 of its outstanding secured indebtedness previously due December 31, 2009, by issuing shares of the Company’s Series A Convertible Preferred Stock (the “Series A”) in exchange for cancellation of $595,000 of outstanding indebtedness held by GRQ Consultants, Inc. 401(k) (“GRQ”) and by issuing shares of the Company’s Series A in exchange for cancellation of $546,000 of outstanding indebtedness held by Mr. Michael Brauser. The Series A has a liquidation preference equal to the stated value (or $595,000 and $546,000, respectively), is convertible into common stock for a two-year period following issuance at a price of $0.035 per share and votes on an as converted basis with the common stock. In addition, the remaining indebtedness held by Mr. Barry Honig, an affiliate of GRQ, and Mr. Brauser was modified by issuing new notes convertible at $0.035 per share in the amount of $272,000 to Mr. Honig and $109,000 to Mr. Brauser (the “New Notes”). The convertible notes are due 60 days from the date of issuance and will be fully secured subject only to existing senior indebtedness. The Series A and the New Notes have price protection with regard to future financings for periods of 18 months and two years, respectively. In addition, if within two years from the issuance of the New Notes the Company engages in a future financing and issues warrants or other securities as partial consideration to future investors, the holders of the New Notes shall receive similar warrants based upon the percentage issued to future investors in relation to the outstanding principal amount of New Notes then held by Messrs. Honig and Brauser, as applicable. The Company agreed to register all of the shares of common stock issuable upon conversion of the Series A and the convertible notes issued and to be issued with additional creditors. The Company’s Board of Directors authorized converting all of the existing remaining indebtedness into Series B Preferred Stock or convertible notes with similar terms to those issued to Messrs. Honig and Brauser. The Company also authorized the issuance of shares of common stock in satisfaction of outstanding sums due to trade creditors. The Company’s Board of Directors approved increasing the outstanding common stock to 300,000,000 shares of common stock and authorized management to solicit proxies to obtain shareholder approval of the increase. Finally, the Company issued options to purchase 14,850,000 shares of its common stock to employees and directors exercisable at $0.035 per share over a five year period.
you're probably right...bigger than IHUB...
you dont have to believe me...but the market does
some launch...-9.3%
I wonder if Bieber Group has started shorting yet...Biebs can cover all bets with his 100M + warrants @.01
or TS
Man, Biebs had some good lawyers...guaranteed cover with those warrants