Options Media Group Holdings, Inc. (OPMG)

[jimstr]

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.