Primco Management Inc (fka PMCM)

[num1inv]

Some interesting thoughts...maybe I can share some insight with some thoughts as well as some other ideas that have been floating around and have caused some wild notions, mis-understandings, accusations, etc...to be thrust around.

So far we know this will be a brand new company trading as a new ticker on the OTCQB so the person that receives 1,000,000 shares of PMCM, those shares will be valued at least $10,000 based on the .01 OTCQB rule. So, that might be a good deal, right? Well, there still some other pieces of the puzzle were missing. How many shares of ESMG are being authorized and be in the market? Is there any fillings about the transaction yet?

Here's what we know about ESMG share structure:

http://nvsos.gov/sosentitysearch/CorpDetails.aspx?lx8nvq=GOqyq%252bkk3MYzD6OEHdnzaA%253d%253d

200,000,000 shares authorized. I hope this helps to understand the reasoning behind a 1:50 dividend payout.
(9 billion Authorized Shares of PMCM divisible by 200 million Authorized Shares of ESMG is the equivalent of 1:45.... thus a 1:50 dividend seems pretty reasonable, and sensible, at least to me)

As far as the latest update on otcmarkets.com as per the 10-Q/A received Sep. 5, 2014 for period ending June 30, 2014:

I believe there is some misnomers with regards to what is understood, or not, by some of the traders here....namely, the difference between issued, and outstanding shares. Here are some links to help explain...

http://www.accountingcoach.com/stockholders-equity/explanation/2

http://www.answers.com/Q/What_is_Difference_between_issued_and_outstanding_shares

Also, the difference between basic and diluted shares:

http://www.ibankingfaq.com/interviewing-technical-questions/enterprise-value-and-equity-value/what-is-the-difference-between-basic-share-and-fully-diluted-shares/

http://en.wikipedia.org/wiki/Shares_outstanding

Please take careful note of the difference in the filings, the changes (restated) and what is and has been posted in the 'profile' page on otcmarkets.com ..... which you will understand is the 'diluted', not 'basic' outstanding shares.

I'm bringing this up to address the constant wild ramblings with regards to the cries of 'Mass Dilution' and 'Reverse Split', as well as to answer your question about how many shares will be in the market.

Whatever the outstanding shares are in PMCM at October 1st .... divide that number by 50 for your answer.

I suggest a thorough reading of this document, and I have included a few key points which should be investigated further:

http://www.otcmarkets.com/edgar/GetFilingHtml?FilingID=10192856

From Page 9:

There are 1,339,288,217 potentially dilutive shares of common stock outstanding as of June 30, 2014 which derive from our outstanding convertible promissory notes.

From page 17:

Inter-Mountain Capital Corp.

On April 21, 2014, the Company executed a secured convertible promissory note and securities purchase agreement with Inter-Mountain Capital Corp. The note is personally secured by an officer of the Company. The convertible promissory note is in the amount up to $2,207,500, accrues interest at 9% per annum, and is payable by March 21, 2016. The note is convertible into common shares of the Company at a conversion rate fixed at $0.0075 per share. As of June 30, 2014, Inter-Mountain Capital Corp. has funded the Company $500,000.

For those that have been following L2 a few months ago, they may find this interesting with regards to a certain market-maker which was very active for a time....based in Chicago....

From page 24:

Stockholders' Equity:

Preferred Stock, $0.00001 par value, 10,000,000 shares authorized, 7,000,000 shares issued and outstanding, respectively
Common Stock, $0.00001 par value, 4,990,000,000 shares authorized 4,979,119,725 and 1,873,002,181 shares issued and outstanding, respectively

From page 25:

Weighted average number of shares outstanding - Basic and Diluted
3,897,081,523

So, to quell the noise..... 1.983 bil shares are currently held by shareholders (in the market) and the remaining c. 3 bil shares are held in the treasury, issued for possible future conversions on securities (notes from lenders, and Michery's 7 mil Class A preferred shares (convertible at 100:1, totalling 700 million).
*Very important to consider D. Michery's holdings with regards to what we can expect for PMCM* ... hence why I don't pay much heed to the noise......

Here is the point of it all..... IF PMCM can turn a profit quickly from Suzie Q's and Seattle Green Care, and other potential acquisitions before the Note convertible dates become due, and we pay off the notes, then the Issued, but NOT OUTSTANDING common shares will be reduced from the (diluted) Outstanding share count, and the corresponding (diluted) Outstanding share count (currently 4.9 bil) will be dramatically reduced to reflect more closely the (basic) Outstanding share count (currently c. 1.9 bil).

Here's the math:
3,897,081,523 (pg. 25 - fully diluted) minus 1,339,288,217 (pg. 9 - potentially dilutive) minus 700,000,000 (pg. 29 - Preferred stock conversion) = 1,857,793,306 (pretty close to the 1,873,002,181 (pg. 24)...obviously I'm off by about 15 million shares I've missed somewhere.

Please note the Asher note being paid off (PR'ed 04/04) resulting in the cancellation of 2 billion shares in potential dilution, and the 05/15 PR regarding the WHC Capital, LLC convertible note..... and the subsequent reduction in the proposed A/S increase from 25 billion down to the current 9 billion.

As I have stated before regarding David Michery's shares: He has 7 million Preferred Class A convertible shares with 1000:1 voting rights combined with his other 135.88 million common shares, he has a current voting power of 60.29%. Many have asked/complained/whined/etc.. about the current increase in A/S thinking that he only wants to dilute the stock....however I am of the opinion that the increase is only to legally cover the current convertible notes and will only be used as such, with the intention of paying off the notes prior to the conversion dates. Basically......if the O/S goes over 7.4 billion he loses voting control...which he has had control over.

With respect to the divesting of ESMG to a separate trading entity allows for greater transparency and focus for each business. It will allow for different financing opportunities where debtors wish to focus on either the Marijuana market or the music market.

I'm assuming that some of those shares will have to be retired or somehow transferred to ESMG books to balance the transaction after PMCM loses ESMG assets and liabilities, right?

Now this is a very interesting point of which I will be watching to see, since PMCM did acquire substantial liability through their acquisition and subsequent money allocated to the music interests. If the major liability is transferred to ESMG, combined with a potential revenue jump from the Marijuana endeavours, it could make for an extremely favourable financial report for PMCM in the coming months, resulting in a steep PPS increase in stock value. (I like your thought process here).

This is all IMHO. Please feel free to correct if I have erred in any way in my synopsis of the situation.