Grundläggande statistik
| CIK | 1413993 |
SEC Filings
All companies that sell securities in the United States must register with the Securities and Exchange Commission (SEC) and file reports on a regular basis.
These reports include company annual reports (10K, 10Q), news updates (8K), investor presentations (found in 8Ks), insider trades (form 4), ownership reports (13D, and 13G), and reports related to the specific securities sold, such as registration statements and prospectus. This page shows recent SEC filings related to Options Media Group Holdings, Inc.
SEC Filings (Chronological Order)
Denna sida innehåller en komplett, kronologisk lista över SEC-arkiveringar, exklusive ägande-arkiveringar som vi tillhandahåller på andra ställen.
| November 19, 2012 |
Quarterly Report - QUARTERLY REPORT 10-Q 1 f10q0912optionmedia.htm QUARTERLY REPORT UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2012 OR o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Co |
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| November 15, 2012 |
NT 10-Q 1 extf10q0912optionsmedia.htm NOTIFICATION OF LATE FILING SEC File Number: 333-147245 CUSIP Number: 684008105 U.S. SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING o Form 10-K o Form 20-F o Form 11-K x Form 10-Q o Form 10-D o Form N-SAR o Form N-CSR For Period Ended: September 30, 2012 o Transition Report on Form 10-K o Transition Report on |
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| October 29, 2012 |
8-K 1 options8k10222012.htm REPORT 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): October 9, 2012 Options Media Group Holdings, Inc. (Exact name of registrant as specified in its charter) Nevada 333-147245 26-0444290 (State or |
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| September 14, 2012 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): September 10, 2012 Options Media Group Holdings, Inc. (Exact name of registrant as specified in its charter) Nevada 333-147245 26-0444290 (State or other Jurisdiction of Incorporation |
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| September 5, 2012 |
Quarterly Report - AMENDMENT NO. 1 SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q/A (Amendment No. 1) þ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Quarterly period ended June 30, 2012 o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission file number: 333-147245 OPTIONS MEDIA GROUP HOLDINGS, INC. (Exact name of r |
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| August 20, 2012 |
Quarterly Report - QUARTERLY REPORT UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q þ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2012 OR o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 333-147245 OPTIONS MEDIA GROUP |
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| August 15, 2012 |
NT 10-Q 1 opmgnt10q.htm LATE FILING NOTIFICATION UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 SEC FILE NUMBER 333-147245 CUSIP NUMBER NOTIFICATION OF LATE FILING 684008105 (Check one): o Form 10-K o Form 20-F o Form 11-K þ Form 10-Q o Form 10-D o Form N-SAR o Form N-CSR For Period Ended: June 30, 2012 o Transition Report on Form 10-K o Transition Report on Fo |
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| July 31, 2012 |
OPMG / Options Media Group Holdings, Inc. / ALPHA CAPITAL ANSTALT - SCHEDULE 13G Passive Investment UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13G UNDER THE SECURITIES EXCHANGE ACT OF 1934 (AMENDMENT NO. ) OPTIONS MEDIA GROUP HOLDINGS, INC. (Name of Issuer) COMMON STOCK (Title of Class of Securities) 684008105 (CUSIP Number) July 15, 2012 (DATE OF EVENT WHICH REQUIRES FILING OF THIS STATEMENT) Check the appropriate box to designate the rule pursuant to which |
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| May 31, 2012 |
Entry into a Material Definitive Agreement, Other Events - CURRENT REPORT UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 24, 2012 Options Media Group Holdings, Inc. (Exact name of registrant as specified in its charter) Nevada 333-147245 26-0444290 (State or other Jurisdiction of Incorporation) (Com |
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| May 21, 2012 |
Quarterly Report - QUARTERLY REPORT 10-Q 1 opmg10q.htm QUARTERLY REPORT UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q þ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2012 OR o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file nu |
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| May 15, 2012 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 SEC FILE NUMBER 333-147245 CUSIP NUMBER NOTIFICATION OF LATE FILING 684008105 (Check one): o Form 10-K o Form 20-F o Form 11-K þ Form 10-Q o Form 10-D o Form N-SAR o Form N-CSR For Period Ended: March 31, 2012 o Transition Report on Form 10-K o Transition Report on Form 20-F o Transition Report on Form 11-K o Trans |
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| May 2, 2012 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): April 27, 2012 Options Media Group Holdings, Inc. (Exact name of registrant as specified in its charter) Nevada 333-147245 26-0444290 (State or other Jurisdiction of Incorporation) (C |
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| April 16, 2012 |
EX-10.40 4 opmgex1040.htm NOTE PURCHASE AGREEMENT EXHIBIT 10.40 NOTE PURCHASE AGREEMENT This Note Purchase Agreement (this "Agreement") is made and entered into as of the 30th day of March, 2012, by and between Options Media Group Holdings, Inc., a Nevada corporation (the "Company"), and the investor set forth on Exhibit A attached to this Agreement (the "Investor"). RECITALS WHEREAS, the Company |
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| April 16, 2012 |
EX-3.22 3 opmgex322.htm CERTIFICATE OF DESIGNATION EXHIBIT 3.22 1 2 CERTIFICATE OF DESIGNATION OF OPTIONS MEDIA GROUP HOLDINGS, INC. Options Media Group Holdings, inc. (the “Corporation”), a corporation organized and existing under the laws of the State of Nevada, does hereby certify, that, pursuant to authority conferred upon the Board of Directors by the Corporation’s Articles of Incorporation a |
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| April 16, 2012 |
EX-10.41 5 opmgex1041.htm ASSIGNMENT AGREEMENT EXHIBIT 10.41 ASSIGNMENT AGREEMENT THIS ASSIGNMENT AGREEMENT (the “Agreement”) is effective as of the 30th day of March 2012, by and among RVH Inc. (“Assignor”), Spanky, LLC (“Assignee”) and Options Media Group Holdings, Inc. (the “Company”). W I T N E S S E T H: WHEREAS, on February 25, 2011, the Company issued to Assignor a 12% Convertible Secured P |
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| April 16, 2012 |
EX-14.1 6 opmgex141.htm CODE OF ETHICS EXHIBIT 14.1 CODE OF ETHICS CONFIDENTIAL INFORMATION - All Company records are confidential and may not be copied or disclosed without authorization from the Controller. Employees must never discuss customer affairs, accounts, files or printed material. Confidential information includes all personnel and payroll records, information about customers, cost or m |
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| April 16, 2012 |
EXHIBIT 21.1 Subsidiaries PhoneGuard, Inc. April 9, 2010 Florida I Acq Corp. January 12, 2012 Delaware Options Acquisition Sub, Inc. December 12, 2007 Delaware 1 Touch Marketing, LLC October 23, 2003 Delaware Mobile Connections, Inc. July 14, 2011 Florida Mobile Innovations, Inc. July 14, 2011 Florida Icon Term Life Inc. d/b/a The Lead Link November 24, 2008 Florida |
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| April 16, 2012 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-K þ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2011 OR o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 333-147245 OPTIONS MEDIA GROUP HOLD |
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| April 16, 2012 |
AMENDED CERTIFICATE OF DESIGNATION OPTIONS MEDIA GROUP HOLDINGS, INC. EX-3.21 2 opmgex321.htm AMENDMENT TO CERTIFICATE OF DESIGNATION EXHIBIT 3.21 1 AMENDED CERTIFICATE OF DESIGNATION OF OPTIONS MEDIA GROUP HOLDINGS, INC. (CONTINUED) A. Series H Preferred Stock. 1. Designation; Ranking. A series of preferred stock is hereby designated as Series H Preferred Stock (the "Series H Preferred Stock"). 2. Number. The number of shares constituting Series H Preferred Stock i |
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| March 29, 2012 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 SEC FILE NUMBER 333-147245 CUSIP NUMBER NOTIFICATION OF LATE FILING 684008105 (Check one): þ Form 10-K o Form 20-F o Form 11-K o Form 10-Q o Form 10-D o Form N-SAR o Form N-CSR For Period Ended: December 31, 2011 o Transition Report on Form 10-K o Transition Report on Form 20-F o Transition Report on Form 11-K o Tr |
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| March 28, 2012 |
EXHIBIT 10.23 |
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| March 28, 2012 |
Quarterly Report - QUARTERLY AMENDMENT UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q/A-2 þ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2011 OR o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 333-147245 OPTIONS MEDIA GR |
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| March 28, 2012 |
EXHIBIT 10.22 |
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| March 28, 2012 |
EX-10.24 4 opmgex1024.htm AGREEMENT EXHIBIT 10.24 |
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| March 28, 2012 |
EXHIBIT 10.25 |
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| March 27, 2012 |
Unregistered Sales of Equity Securities 8-K 1 opmg8k.htm CURRENT REPORT UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 16, 2012 Options Media Group Holdings, Inc. (Exact name of registrant as specified in its charter) Nevada 333-147245 26-0444290 (State or other J |
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| January 27, 2012 |
Entry into a Material Definitive Agreement 8-K 1 opmg8k.htm CURRENT REPORT UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): January 25, 2012 Options Media Group Holdings, Inc. (Exact name of registrant as specified in its charter) Nevada 333-147245 26-0444290 (State or other |
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| January 18, 2012 |
Unregistered Sales of Equity Securities - CURRENT REPORT UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): January 11, 2012 8 Options Media Group Holdings, Inc. (Exact name of registrant as specified in its charter) Nevada 333-147245 26-0444290 (State or other Jurisdiction of Incorporation |
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| January 6, 2012 |
Unregistered Sales of Equity Securities 8-K 1 opmg8k.htm CURRENT REPORT UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): December 14, 2011 Options Media Group Holdings, Inc. (Exact name of registrant as specified in its charter) Nevada 333-147245 26-0444290 (State or othe |
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| December 20, 2011 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): December 14, 2011 Options Media Group Holdings, Inc. (Exact name of registrant as specified in its charter) Nevada 333-147245 26-0444290 (State or other Jurisdiction of Incorporation) |
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| December 8, 2011 |
The Big Company, LLC and Options Media Group Holdings, Inc., t/b/k/a PhoneGuard, Inc. EX-10.22 2 opmg1022.htm AGREEMENT EXHIBIT 10.22 CONFIDENTIAL PORTIONS OF THIS AGREEMENT HAVE BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION UNDER A CONFIDENTIAL TREATMENT REQUEST. THE REDACTED TERMS HAVE BEEN MARKED IN THIS EXHIBIT AT THE APPROPRIATE PLACE WITH FOUR ASTERISKS [****]. The Big Company, LLC and Options Media Group Holdings, Inc., t/b/k/a PhoneGuard, Inc |
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| December 8, 2011 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q/A þ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2011 OR o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 333-147245 OPTIONS MEDIA GROU |
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| November 14, 2011 |
EX-10.2 3 opmgex102.htm PROMISSORY NOTE Exhibit 10.2 PROMISSORY NOTE $450,000.00 November 14, 2011 FOR VALUE RECEIVED, PhoneGuard, Inc., a Florida corporation (the “Maker”) promises to pay to the order of Cellular Spyware Inc., a Nevada corporation (the “Holder”), at 6574 N. State Road 7 #278, Coconut Creek, FL 33073, Attention: Anthony Sasso, or at such other office as the Holder designates in wr |
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| November 14, 2011 |
EX-10.1 2 ompgex101.htm ASSET PURCHASE AGREEMENT EXHIBIT 10.1 ASSET PURCHASE AGREEMENT This Asset Purchase Agreement (the “Agreement”) entered into on July , 2011, by and among, PhoneGuard, Inc., a Florida corporation (the “Buyer”), Cellular Spyware, Inc., a Nevada corporation (the “Seller”) and Anthony Sasso (“Sasso”). The Buyer, the Seller and Sasso may sometimes be referred to herein individual |
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| November 14, 2011 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q þ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2011 OR o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 333-147245 OPTIONS MEDIA G |
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| November 14, 2011 |
NON-QUALIFIED STOCK OPTION AGREEMENT EX-10.4 5 opmgex104.htm AGREEMENT Exhibit 10.4 NON-QUALIFIED STOCK OPTION AGREEMENT NON-PLAN THIS NON-QUALIFIED STOCK OPTION AGREEMENT (the “Agreement”) entered into as of August 30, 2011 (the “Grant Date”) between Options Media Group Holdings, Inc. (the “Company”) and Jeffrey Yesner (the “Optionee”). WHEREAS, pursuant to the authority by action taken by the Board of Directors (the “Board") the Co |
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| November 14, 2011 |
Exhibit 10.3 EMPLOYMENT AGREEMENT THIS EMPLOYMENT AGREEMENT (the ?Agreement?) entered into as of August 30, 2011, between Options Media Group Holdings, Inc., a Nevada corporation (the ?Company?) and Jeffrey A. Yesner (the ?Executive?). WHEREAS, in its business, the Company has acquired and developed certain trade secrets, including, but not limited to, proprietary processes, sales methods and tech |
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| November 10, 2011 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): November 4, 2011 Options Media Group Holdings, Inc. (Exact name of registrant as specified in its charter) Nevada 333-147245 26-0444290 (State or other Jurisdiction of Incorporation) |
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| November 4, 2011 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): November 1, 2011 Options Media Group Holdings, Inc. (Exact name of registrant as specified in its charter) Nevada 333-147245 26-0444290 (State or other Jurisdiction of Incorporation) |
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| August 31, 2011 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 25, 2011 Options Media Group Holdings, Inc. (Exact name of registrant as specified in its charter) Nevada 333-147245 26-0444290 (State or other Jurisdiction of Incorporation) ( |
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| August 24, 2011 |
EX-4.3 4 opmgex43.htm NON-PLAN RESTRICTED STOCK AGREEMENT ? SASSO Exhibit 4.3 RESTRICTED STOCK AGREEMENT NON-PLAN This Restricted Stock Agreement (this “Agreement”), entered into as of May 2, 2011, sets forth the terms and conditions of the restricted stock issued by Options Media Group Holdings, Inc., a Nevada corporation (the “Company”), to Anthony Sasso (the “Recipient”), a consultant of the Co |
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| August 24, 2011 |
EX-4.1 2 opmgex41.htm NON-PLAN RESTRICTED STOCK AGREEMENT ? FROHMAN Exhibit 4.1 RESTRICTED STOCK AGREEMENT NON-PLAN This Restricted Stock Agreement (this “Agreement”), entered into as of May 2, 2011, sets forth the terms and conditions of the restricted stock issued by Options Media Group Holdings, Inc., a Nevada corporation (the “Company”), to Scott Frohman (the “Recipient”). 1. Introduction. The |
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| August 24, 2011 |
NON-QUALIFIED STOCK OPTION AGREEMENT EX-4.2 3 opmgex42.htm NON-PLAN OPTION AGREEMENT ? ST. CLAIR Exhibit 4.2 NON-QUALIFIED STOCK OPTION AGREEMENT NON-PLAN THIS NON-QUALIFIED STOCK OPTION AGREEMENT (the “Agreement”) entered into as of July 20, 2011 (the “Grant Date”) between Options Media Group Holdings, Inc. (the “Company”) and Keith St. Clair (the “Optionee”). WHEREAS, pursuant to the authority by action taken by the Board of Direct |
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| August 24, 2011 |
Consent of Independent Registered Public Accounting Firm Exhibit 23.2 Consent of Independent Registered Public Accounting Firm We hereby consent to the incorporation by reference in the Registration Statement on Form S-8 Amendment No. 1, of Options Media Group Holdings, Inc. of our report dated May 16, 2011, on the consolidated financial statements of Options Media Group Holdings, Inc. for the years ended December 31, 2010 and 2009, included in Form 10- |
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| August 24, 2011 |
As filed with the Securities and Exchange Commission on August 24, 2011 Registration No. |
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| August 22, 2011 |
Name of Subscriber SUBSCRIPTION AGREEMENT EX-10.14 6 ompg1014.htm SUBSCRIPTION AGREEMENT Exhibit 10.14 Name of Subscriber SUBSCRIPTION AGREEMENT Options Media Group Holdings, Inc. 123 NW 13th Street, Suite 300 Boca Raton, FL 33432 Attention: Mr. Scott Frohman Dear Sirs: 1.1 Subscription. I, the undersigned investor (the “Investor”), hereby subscribe for and agree to purchase on the terms and conditions contained herein shares of Convertib |
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| August 22, 2011 |
THIRD AMENDMENT TO THE AMENDED BYLAWS OPTIONS MEDIA GROUP HOLDINGS, INC. EX-3.18 3 ompg318.htm THIRD AMENDMENT TO THE AMENDED BYLAWS Exhibit 3.18 THIRD AMENDMENT TO THE AMENDED BYLAWS OF OPTIONS MEDIA GROUP HOLDINGS, INC. The provisions of the Amended Bylaws of OPTIONS MEDIA GROUP HOLDINGS, INC., a Nevada corporation (the “Corporation”), are hereby amended as follows: I. Pursuant to the Amended Bylaws of the Corporation, the amendments herein set forth were unanimously |
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| August 22, 2011 |
Options Media Group Holdings, Inc./ Remster 2, LLC EX-10.24 14 opmg1024.htm REMSTER 2 AGREEMENT EXHIBIT 10.24 CONFIDENTIAL PORTIONS OF THIS AGREEMENT HAVE BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION UNDER A CONFIDENTIAL TREATMENT REQUEST. THE REDACTED TERMS HAVE BEEN MARKED IN THIS EXHIBIT AT THE APPROPRIATE PLACE WITH FOUR ASTERISKS [****]. Options Media Group Holdings, Inc./ Remster 2, LLC AGREEMENT Product Part |
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| August 22, 2011 |
Exhibit 10.17 EMPLOYMENT AGREEMENT THIS EMPLOYMENT AGREEMENT (the “Agreement”) entered into as of June 26, 2011 (the “Effective Date”), between Options Media Group Holdings, Inc., a Nevada corporation (the “Company”), and Keith St. Clair (the “Executive”). WHEREAS, in its business, the Company has acquired and developed certain trade secrets, including, but not limited to, proprietary processes, s |
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| August 22, 2011 |
EX-10.26 16 opmg1026.htm THE BIG COMPANY WARRANT EXHIBIT 10.26 THIS WARRANT AND THE UNDERLYING SHARES OF COMMON STOCK HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 (THE “SECURITIES ACT”), OR ANY OTHER SECURITIES LAWS, HAVE BEEN TAKEN FOR INVESTMENT, AND MAY NOT BE SOLD OR TRANSFERRED OR OFFERED FOR SALE OR TRANSFER UNLESS A REGISTRATION STATEMENT UNDER THE SECURITIES ACT AND OTHER APPL |
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| August 22, 2011 |
Options Media Group Holdings, Inc. 123 NW 13th Street, Suite 300 Boca Raton, FL 33432 July 20, 2011 EX-10.16 8 ompg1016.htm AMENDMENT FROHMAN Exhibit 10.16 Options Media Group Holdings, Inc. 123 NW 13th Street, Suite 300 Boca Raton, FL 33432 July 20, 2011 Scott Frohman 123 NW 13th Street, Suite 300 Boca Raton, FL 33432 Dear Scott: This letter (“Amendment”) acknowledges that there was a scrivener’s error in your employment agreement dated June 26, 2011 (the “Agreement”) in which the shares compri |
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| August 22, 2011 |
EX-10.13 5 ompg1013.htm AMENDED COMMON STOCK PURCHASE WARRANT Exhibit 10.13 NEITHER THE ISSUANCE AND SALE OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE NOR THE SECURITIES INTO WHICH THESE SECURITIES ARE EXERCISABLE HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS. THE SECURITIES MAY NOT BE OFFERED FOR SALE, SOLD, TRANSFERRED OR ASSIGNED (I) |
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| August 22, 2011 |
Options Media Group Holdings, Inc. 123 NW 13th Street, Suite 300 Boca Raton, FL 33432 July 20, 2011 EX-10.18 10 ompg1018.htm AMENDMENT ST. CLAIR Exhibit 10.18 Options Media Group Holdings, Inc. 123 NW 13th Street, Suite 300 Boca Raton, FL 33432 July 20, 2011 Keith St. Clair 901 Brickell Key Boulevard Penthouse 3708 Miami, FL 33131 Dear Keith: This letter (“Amendment”) acknowledges that there was a scrivener’s error in your employment agreement dated June 26, 2011 (the “Agreement”) in which the s |
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| August 22, 2011 |
EX-10.21 11 opmg1021.htm FORM OF WARRANT Exhibit 10.21 THIS WARRANT AND THE UNDERLYING SHARES OF COMMON STOCK HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 (THE “SECURITIES ACT”), OR ANY OTHER SECURITIES LAWS, HAVE BEEN TAKEN FOR INVESTMENT, AND MAY NOT BE SOLD OR TRANSFERRED OR OFFERED FOR SALE OR TRANSFER UNLESS A REGISTRATION STATEMENT UNDER THE SECURITIES ACT AND OTHER APPLICABLE S |
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| August 22, 2011 |
The Big Company, LLC and Options Media Group Holdings, Inc., t/b/k/a PhoneGuard, Inc. EX-10.22 12 opmg1022.htm TBC AGREEMENT EXHIBIT 10.22 CONFIDENTIAL PORTIONS OF THIS AGREEMENT HAVE BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION UNDER A CONFIDENTIAL TREATMENT REQUEST. THE REDACTED TERMS HAVE BEEN MARKED IN THIS EXHIBIT AT THE APPROPRIATE PLACE WITH FOUR ASTERISKS [****]. The Big Company, LLC and Options Media Group Holdings, Inc., t/b/k/a PhoneGuard |
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| August 22, 2011 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q þ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2011 OR o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 333-147245 OPTIONS MEDIA GROUP |
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| August 22, 2011 |
SERIES A CONVERTIBLE PREFERRED STOCK PURCHASE AGREEMENT EX-10.12 4 ompg1012.htm SERIES A CONVERTIBLE PREFERRED STOCK PURCHASE AGREEMENT Exhibit 10.12 SERIES A CONVERTIBLE PREFERRED STOCK PURCHASE AGREEMENT This SERIES A CONVERTIBLE PREFERRED STOCK PURCHASE AGREEMENT (the “Agreement”) is dated as of June , 2011 by and among Options Media Group Holdings, Inc., a Nevada corporation (the “Company”), and each of the purchasers of shares of Series A Converti |
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| August 22, 2011 |
Options Media Group Holdings, Inc./ Justin Bieber Brands, LLC EX-10.23 13 opmg1023.htm BIEBER BRANDS AGREEMENT Exhibit 10.23 CONFIDENTIAL PORTIONS OF THIS AGREEMENT HAVE BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION UNDER A CONFIDENTIAL TREATMENT REQUEST. THE REDACTED TERMS HAVE BEEN MARKED IN THIS EXHIBIT AT THE APPROPRIATE PLACE WITH FOUR ASTERISKS [****]. Options Media Group Holdings, Inc./ Justin Bieber Brands, LLC AGREEME |
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| August 22, 2011 |
EX-10.25 15 opmg1025.htm THE LAST GANG AGREEMENT EXHIBIT 10.25 CONFIDENTIAL PORTIONS OF THIS AGREEMENT HAVE BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION UNDER A CONFIDENTIAL TREATMENT REQUEST. THE REDACTED TERMS HAVE BEEN MARKED IN THIS EXHIBIT AT THE APPROPRIATE PLACE WITH FOUR ASTERISKS [****]. Options Media Group Holdings, Inc., n/k/a PhoneGuard, LLC/ DB Technol |
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| August 22, 2011 |
CERTIFICATE OF AMENDMENT TO ARTICLES OF INCORPORATION OPTIONS MEDIA GROUP HOLDINGS, INC. EX-3.8 2 ompg38.htm AMENDMENT TO ARTICLES OF INCORPORATION Exhibit 3.8 CERTIFICATE OF AMENDMENT TO ARTICLES OF INCORPORATION OF OPTIONS MEDIA GROUP HOLDINGS, INC. (Continued) The total number of shares of Common Stock that the Corporation shall have authority to issue is one billion five hundred million (1,500,000,000) shares. The total number of shares of Preferred Stock that the Corporation shal |
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| August 22, 2011 |
EX-10.15 7 ompg1015.htm EMPLOYMENT AGREEMENT FROHMAN Exhibit 10.15 EMPLOYMENT AGREEMENT THIS EMPLOYMENT AGREEMENT (the “Agreement”) entered into as of June 26, 2011 (the “Effective Date”), between Options Media Group Holdings, Inc., a Nevada corporation (the “Company”) and Scott Frohman (the “Executive”). WHEREAS, in its business, the Company has acquired and developed certain trade secrets, inclu |
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| August 17, 2011 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25/A Amendment No. 1 SEC FILE NUMBER 333-147245 CUSIP NUMBER NOTIFICATION OF LATE FILING 684008105 (Check one): o Form 10-K o Form 20-F o Form 11-K þ Form 10-Q o Form 10-D o Form N-SAR o Form N-CSR For Period Ended: June 30, 2011 o Transition Report on Form 10-K o Transition Report on Form 20-F o Transition Report on |
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| August 16, 2011 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 SEC FILE NUMBER 333-147245 CUSIP NUMBER NOTIFICATION OF LATE FILING 684008105 (Check one): o Form 10-K o Form 20-F o Form 11-K ? Form 10-Q o Form 10-D o Form N-SAR o Form N-CSR For Period Ended: June 30, 2011 o Transition Report on Form 10-K o Transition Report on Form 20-F o Transition Report on Form 11-K o Transi |
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| July 27, 2011 |
NON-QUALIFIED STOCK OPTION AGREEMENT EX-4.6 7 opmgex46.htm NON-PLAN OPTION AGREEMENT ? KOYUNCU Exhibit 4.6 NON-QUALIFIED STOCK OPTION AGREEMENT NON-PLAN THIS NON-QUALIFIED STOCK OPTION AGREEMENT (the “Agreement”) entered into as of April 4, 2011 (the “Grant Date”) between Options Media Group Holdings, Inc. (the “Company”) and Hakan Koyuncu (the “Optionee”). WHEREAS, pursuant to the authority by action taken by the Board of Directors |
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| July 27, 2011 |
EX-4.1 2 opmgex41.htm NON-PLAN RESTRICTED STOCK AGREEMENT ? FROHMAN Exhibit 4.1 RESTRICTED STOCK AGREEMENT NON-PLAN This Restricted Stock Agreement (this “Agreement”), entered into as of June 29, 2011, sets forth the terms and conditions of an award (this “Award”) of restricted stock granted by Options Media Group Holdings, Inc., a Nevada corporation (the “Company”), to Scott Frohman (the “Recipie |
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| July 27, 2011 |
As filed with the Securities and Exchange Commission on July 27, 2011 Registration No. |
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| July 27, 2011 |
EX-4.2 3 opmgex42.htm NON-PLAN RESTRICTED STOCK AGREEMENT ? ST. CLAIR Exhibit 4.2 RESTRICTED STOCK AGREEMENT NON-PLAN This Restricted Stock Agreement (this “Agreement”), entered into as of June 29, 2011, sets forth the terms and conditions of an award (this “Award”) of restricted stock granted by Options Media Group Holdings, Inc., a Nevada corporation (the “Company”), to Keith St. Clair (the “Rec |
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| July 27, 2011 |
CONVERTIBLE NOTE $________ May 2, 2011 EX-4.8 9 opmgex48.htm FORM OF HARRIS CRAMER CONVERTIBLE NOTE Exhibit 4.8 THE SHARES REPRESENTED BY THIS CONVERTIBLE NOTE AND THE CONVERTIBLE NOTE HAVE NOT BEEN REGISTERED UNDER THE FEDERAL OR ANY STATE SECURITIES LAWS AND MAY NOT BE SOLD, TRANSFERRED OR HYPOTHECATED IN ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT UNDER SUCH LAWS AS MAY BE APPLICABLE OR, AN OPINION OF COUNSEL, SATISFACTORY TO THE |
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| July 27, 2011 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): July 15, 2011 Options Media Group Holdings, Inc. (Exact name of registrant as specified in its charter) Nevada 333-147245 26-0444290 (State or other Jurisdiction of Incorporation) (Co |
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| July 27, 2011 |
NON-QUALIFIED STOCK OPTION AGREEMENT Exhibit 4.4 NON-QUALIFIED STOCK OPTION AGREEMENT NON-PLAN THIS NON-QUALIFIED STOCK OPTION AGREEMENT (the “Agreement”) entered into as of February 4, 2011 (the “Grant Date”) between Options Media Group Holdings, Inc. (the “Company”) and Steve Stowell (the “Optionee”). WHEREAS, pursuant to the authority by action taken by the Board of Directors (the “Board") the Company has granted the Optionee the |
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| July 27, 2011 |
NON-QUALIFIED STOCK OPTION AGREEMENT Exhibit 4.5 NON-QUALIFIED STOCK OPTION AGREEMENT NON-PLAN THIS NON-QUALIFIED STOCK OPTION AGREEMENT (the “Agreement”) entered into as of February 4, 2011 (the “Grant Date”) between Options Media Group Holdings, Inc. (the “Company”) and Russell Strunk (the “Optionee”). WHEREAS, pursuant to the authority by action taken by the Board of Directors (the “Board") the Company has granted the Optionee the |
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| July 27, 2011 |
EX-4.3 4 opmgex43.htm NON-PLAN RESTRICTED STOCK AGREEMENT ? SASSO Exhibit 4.3 RESTRICTED STOCK AGREEMENT NON-PLAN This Restricted Stock Agreement (this “Agreement”), entered into as of July, 2011, sets forth the terms and conditions of an award (this “Award”) of restricted stock granted by Options Media Group Holdings, Inc., a Nevada corporation (the “Company”), to Anthony Sasso (the “Recipient”), |
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| July 27, 2011 |
NON-QUALIFIED STOCK OPTION AGREEMENT EX-4.7 8 opmgex47.htm NON-PLAN OPTION AGREEMENT ? KOYUNCU Exhibit 4.7 NON-QUALIFIED STOCK OPTION AGREEMENT NON-PLAN THIS NON-QUALIFIED STOCK OPTION AGREEMENT (the “Agreement”) entered into as of December 11, 2009 (the “Grant Date”) between Options Media Group Holdings, Inc. (the “Company”) and Hakan Koyuncu (the “Optionee”). WHEREAS, pursuant to the authority of the Board of Directors (the “Board” |
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| July 6, 2011 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 29, 2011 Options Media Group Holdings, Inc. (Exact name of registrant as specified in its charter) Nevada 333-147245 26-0444290 (State or other Jurisdiction of Incorporation) (Co |
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| June 7, 2011 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 6, 2011 Options Media Group Holdings, Inc. (Exact name of registrant as specified in its charter) Nevada 333-147245 26-0444290 (State or other Jurisdiction of Incorporation) (Com |
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| June 7, 2011 |
EX-3.1 2 opmgex31.htm SERIES A PREFERRED STOCK CERTIFICATE OF DESIGNATION EXHIBIT 3.1 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 |
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| May 24, 2011 |
Unregistered Sales of Equity Securities UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 17, 2011 Options Media Group Holdings, Inc. (Exact name of registrant as specified in its charter) Nevada 333-147245 26-0444290 (State or other Jurisdiction of Incorporation) (Com |
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| May 23, 2011 |
Exhibit 3.15 |
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| May 23, 2011 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q þ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2011 OR o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 333-147245 OPTIONS MEDIA GROUP |
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| May 23, 2011 |
Exhibit 3.14 |
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| May 17, 2011 |
EX-10.18 11 opmgex1018.htm SASSO SERIES C AGREEMENT EXHIBIT 10.18 OPTIONS MEDIA GROUP HOLDINGS, INC. 123 NW 13th Street, Suite 300123 Boca Raton, FL 33432 Facsimile: (561) 892-2618 PG ACQUISITION CORP, INC. NW 13th Street, Suite 300 Boca Raton, FL 33432 Facsimile: (561) 892-2618 August 11, 2010 Mr. Anthony Sasso 6574 N. State Road 7 Suite 278 Coconut Creek, FL 33073 Re: Series C Preferred Stock De |
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| May 17, 2011 |
EX-10.16 9 opmgex1016.htm STOCKHOLDERS AGREEMENT EXHIBIT 10.16 STOCKHOLDERS AGREEMENT This Stockholders Agreement (the “Agreement”) is made and entered into as of the 16th day of April, 2010 by and among Options Media Group Holdings, Inc., a Nevada corporation (“Options”), Scott Frohman, (“Frohman”), and Anthony Sasso (“Sasso”) (Frohman and Sasso may sometimes be referred to herein individually as |
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| May 17, 2011 |
EXHIBIT 10.21 July 20, 2010 DOCUMENT: CSI/PG/NETQIN-2010-9988 Cellular Spyware Inc. 6574 North State rd. Suite 278 Coconut Creek FL 33073 (877) 797-7274 NetQin Mobile Inc. c/o CARD Corporation Services Ltd. of Zephyr House 122 Mary Street P.O. Box 709 Grand Cayman KY 1-1107 Cayman Islands Re: Amendment to Master License Agreement CSI/PG/20090820/88866 Aug 20, 2009 Dear Alex, This letter sets forth |
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| May 17, 2011 |
EX-10.19 12 opmgex1019.htm AMENDMENT TO SASSO SERIES C AGREEMENT EXHIBIT 10.19 OPTIONS MEDIA GROUP HOLDINGS, INC. 123 NW 13th Street, Suite 300123 Boca Raton, FL 33432 Facsimile: (561) 892-2618 PHONEGUARD, INC. NW 13th Street, Suite 300 Boca Raton, FL 33432 Facsimile: (561) 892-2618 April 6, 2011 Mr. Anthony Sasso 6574 N. State Road 7 Suite 278 Coconut Creek, FL 33073 Re: Series C Preferred Stock |
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| May 17, 2011 |
LICENSE AGREEMENT BETWEEN Cellular Spyware, Inc. and PHONEGUARD, INC. EXHIBIT 10.15 LICENSE AGREEMENT BETWEEN Cellular Spyware, Inc. and PHONEGUARD, INC. Licensor Cellular Spyware, Inc. Licensee Phone Guard, Inc. (a wholly owned subsidiary of Options Media Group Holdings, Inc.) Licensor acknowledges that the licenses granted pursuant to this Agreement were purchased by the Licensee from the Licensor pursuant to that certain Asset Purchase Agreement dated April 16, 2 |
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| May 17, 2011 |
EX-10.4 4 opmgex104.htm ASSET PURCHASE AGREEMENT Exhibit 10.4 ASSET PURCHASE AGREEMENT This Asset Purchase Agreement (the “Agreement”) entered into on as of April 16, 2010, by and among, PG Acquisition Corp, Inc. a Florida corporation (the “Buyer”), Cellular Spyware, Inc., a Florida corporation (“CSI-FL”), Cellular Spyware Inc., a Nevada corporation, d/b/a Phone Guard Inc.(“CSI-NV”), Phone Guard, |
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| May 17, 2011 |
Exhibit 10.11 Options Media Group Holdings, Inc. 123 NW 13th Street, Suite 300 Boca Raton, Florida 33432 July 21, 2010 Mr. Dale S. Harrod 4928 NW 58 Ave Coral Springs, FL 33067-2188 Re: Settlement Agreement and Release Dear Dale: This letter agreement confirms our agreement with respect to your Employment Agreement with Options Media Group Holdings, Inc. and/or any of its subsidiaries. We agree th |
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| May 17, 2011 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-K þ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2010 OR o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 333-147247 Options Media Group Hold |
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| May 17, 2011 |
FIRST AMENDMENT TO STOCKHOLDERS AGREEMENT EX-10.17 10 opmgex1017.htm AMENDMENT TO STOCKHOLDERS AGREEMENT EXHIBIT 10.17 FIRST AMENDMENT TO STOCKHOLDERS AGREEMENT This FIRST AMENDMENT TO STOCKHOLDERS AGREEMENT is made this 27th day of August, 2010 (this “Amendment”), by and among Options Media Group Holdings, Inc., a Nevada corporation (“Options”), Scott Frohman (“Frohman”), Anthony Sasso (“Sasso”) and Paul Taylor (“Taylor”). WHEREAS, Optio |
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| May 17, 2011 |
EX-21.1 18 opmgex211.htm SUBSIDIARIES EXHIBIT 21.1 Subsidiaries Options Acquisition Sub, Inc. December 12, 2007 Delaware 1 Touch Marketing, LLC October 23, 2003 Delaware Icon Term Life Inc. November 24, 2008 Florida PhoneGuard, Inc. April 9, 2010 Florida |
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| May 17, 2011 |
EX-10.12 6 opmgex1012.htm SERIES C PREFERRED STOCK Exhibit 10.12 OPTIONS MEDIA GROUP HOLDINGS, INC. 123 NW 13th Street, Suite 300 Boca Raton, FL 33432 Facsimile: (561) 892-2618 August 11, 2010 Mr. Scott Frohman 123 NW 13th Street, Suite 300 Boca Raton, FL 33432 Re: Series C Preferred Stock Dear Scott: This letter (this “Agreement”) shall set forth our agreement with respect to the cancellation of |
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| May 17, 2011 |
EX-10.24 17 opmgex1024.htm 12% SECURED PROMISSORY NOTE EXHIBIT 10.24 THIS SECURED PROMISSORY NOTE (THE “NOTE”) HAS NOT BEEN REGISTERED WITH THE UNITED STATES SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE. THE NOTE IS BEING OFFERED PURSUANT TO A SAFE HARBOR FROM REGISTRATION UNDER REGULATION D PROMULGATED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”). Optio |
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| May 17, 2011 |
EXHIBIT 10.22 SECURITY AGREEMENT THIS SECURITY AGREEMENT (this “Agreement”), is entered into and made as of February 25, 2011, by and between Options Media Group Holdings, Inc., a Nevada corporation (the “Company”) to RVH Inc. (together with its permitted successors and assigns, the “Secured Party”). WHEREAS, to induce the Secured Party to lend the Company monies pursuant to the Secured Promissory |
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| May 17, 2011 |
EXHIBIT 10.20 |
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| May 17, 2011 |
Summary of Russell Strunk Employment Arrangement Exhibit 10.3 Summary of Russell Strunk Employment Arrangement On January 4, 2011, Options Media Group Holdings, Inc. (the “Company”) entered into a verbal employment agreement with Russell Strunk to serve as President of the Company. Mr. Strunk’s base salary is $106,250 per year with an additional vehicle allowance of $250 per month. Mr. Strunk was granted a five-year option to purchase 7,000,000 |
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| May 17, 2011 |
EX-10.23 16 opmgex1023.htm DATABASE PURCHASE AGREEMENT EXHIBIT 10.23 DATABASE PURCHASE AGREEMENT BY AND AMONG MEDIA DIRECT, INC., OPTIONS ACQUISITION SUB, INC. AND 1 TOUCH MARKETING, LLC DATED AS OF FEBRUARY 4, 2011 1 DATABASE PURCHASE AGREEMENT This DATABASE PURCHASE AGREEMENT (“Agreement”), is entered into on this 4th day of February, 2011 by and among Options Acquisition Sub, Inc., a Delaware c |
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| May 17, 2011 |
EX-10.13 7 opmgex1013.htm SERIES E PREFERRED STOCK Exhibit 10.13 OPTIONS MEDIA GROUP HOLDINGS, INC. 123 NW 13th Street, Suite 300 Boca Raton, FL 33432 Facsimile: (561) 892-2618 April 6, 2011 Mr. Scott Frohman 123 NW 13th Street, Suite 300 Boca Raton, FL 33432 Re: Series E Preferred Stock Dear Scott: This letter (this “Amendment”) sets forth our understanding regarding the amendments to that certai |
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| May 17, 2011 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING SEC FILE NUMBER 333-147245 CUSIP NUMBER 684008105 (Check One): o Form 10-K o Form 20-F þ Form 10-Q o Form 10-D o Form N-SAR For Period Ended: March 31, 2011 o Transition Report on Form 10-K o Transition Report on Form 20-F o Transition Report on Form 11-K o Transition Report on Form 10-Q |
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| May 16, 2011 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 10, 2011 Options Media Group Holdings, Inc. (Exact name of registrant as specified in its charter) Nevada 333-147245 26-0444290 (State or other Jurisdiction of Incorporation) (Com |
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| April 1, 2011 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING (Check One): þ Form 10-K o Form 20-F o Form 11-K o Form 10-Q o Form N-SAR o Form N-CSR For Period Ended: December 31, 2010 o Transition Report on Form 10-K o Transition Report on Form 20-F o Transition Report on Form 11-K o Transition Report on Form 10-Q o Transition Report on Form N-SAR |
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| January 19, 2011 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): January 13, 2011 Options Media Group Holdings, Inc. (Exact name of registrant as specified in its charter) Nevada 333-147245 26-0444290 (State or other Jurisdiction of Incorporation) |
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| January 18, 2011 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13G/A UNDER THE SECURITIES EXCHANGE ACT OF 1934 (Amendment No. ) OPTIONS MEDIA GROUP HOLDINGS, INC. (Name of Issuer) COMMON STOCK 684008105 (CUSIP Number) January 18, 2011 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which this Schedule is filed: o |
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| January 10, 2011 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): January 4, 2011 Options Media Group Holdings, Inc. (Exact name of registrant as specified in its charter) Nevada 333-147245 26-0444290 (State or other Jurisdiction of Incorporation) ( |
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| November 15, 2010 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q þ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2010 OR o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 333-147245 OPTIONS MEDIA G |
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| November 15, 2010 |
CERTIFICATE OF DESIGNATION OPTIONS MEDIA GROUP HOLDINGS, INC. Exhibit 3.12 CERTIFICATE OF DESIGNATION OF OPTIONS MEDIA GROUP HOLDINGS, INC. (CONTINUED) A. Series E Preferred Stock. 1. Designation; Ranking. A series of preferred stock is hereby designated as Series E Preferred Stock (the “Series E Preferred Stock”). 2. Number. The number of shares constituting Series E Preferred Stock is fixed at 2,000 shares, par value $.001 per share, and such amount may no |
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| November 15, 2010 |
AMENDMENT TO CERTIFICATE OF DESIGNATION OPTIONS MEDIA GROUP HOLDINGS, INC. EX-3.11 3 opmgex311.htm AMENDMENT TO CERTIFICATE OF DESIGNATION Exhibit 3.11 AMENDMENT TO CERTIFICATE OF DESIGNATION OF OPTIONS MEDIA GROUP HOLDINGS, INC. (Continued) RESOLVED: That the Certificate of Designation be, and hereby is, amended as set forth below: That Section A.5(d) of the Certificate of Designation shall be deleted in its entirety and the following inserted in lieu thereof: (d) Conve |
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| November 15, 2010 |
CERTIFICATE OF DESIGNATION OPTIONS MEDIA GROUP HOLDINGS, INC. EX-3.10 2 opmgex310.htm CERTIFICATE OF DESIGNATION-SERIES A PREFERRED STOCK Exhibit 3.10 CERTIFICATE OF DESIGNATION OF OPTIONS MEDIA GROUP HOLDINGS, INC. (Continued) RESOLVED: That the designations, powers, preferences and rights of the Series A Preferred Stock be, and they hereby are, amended and restated as set forth below: A. Series A Preferred Stock. 1. Designation; Ranking. A series of prefer |
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| September 17, 2010 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): September 13, 2010 Options Media Group Holdings, Inc. (Exact name of registrant as specified in its charter) Nevada 333-147245 26-0444290 (State or other Jurisdiction of Incorporation |
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| August 24, 2010 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13G UNDER THE SECURITIES EXCHANGE ACT OF 1934 (Amendment No. ) OPTIONS MEDIA GROUP HOLDINGS, INC. (Name of Issuer) COMMON STOCK 684008105 (CUSIP Number) August 15, 2010 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which this Schedule is filed: o Ru |
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| August 13, 2010 |
AMENDMENT TO CERTIFICATE OF DESIGNATION OPTIONS MEDIA GROUP HOLDINGS, INC. EX-3.9 5 opmgex310.htm AMENDMENT TO CERTIFICATE OF DESIGNATION - SERIES D EXHIBIT 3.9 AMENDMENT TO CERTIFICATE OF DESIGNATION OF OPTIONS MEDIA GROUP HOLDINGS, INC. (Continued) RESOLVED: That the designations, powers, preferences and rights of the Series D Preferred Stock be, and they hereby are, amended and restated as set forth below: B. Series D Preferred Stock. 1. Designation; Ranking. A series |
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| August 13, 2010 |
EXHIBIT 3.8 |
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| August 13, 2010 |
CERTIFICATE OF AMENDMENT TO ARTICLES OF INCORPORATION OPTIONS MEDIA GROUP HOLDINGS, INC. EX-3.4 2 opmgex34.htm CERTIFICATE OF AMENDMENT EXHIBIT 3.4 CERTIFICATE OF AMENDMENT TO ARTICLES OF INCORPORATION OF OPTIONS MEDIA GROUP HOLDINGS, INC. (Continued) The total number of shares of Common Stock that the Corporation shall have authority to issue is seven hundred million (700,000,000) shares. The total number of shares of Preferred Stock that the Corporation shall have authority to issue |
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| August 13, 2010 |
EXHIBIT 3.7 |
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| August 13, 2010 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q þ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2010 OR o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 333-147245 OPTIONS MEDIA GROUP |
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| May 17, 2010 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q þ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2010 OR o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 333-147245 OPTIONS MEDIA GROUP |
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| April 23, 2010 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): December 11, 2009 OPTIONS MEDIA GROUP HOLDINGS, INC. (Exact name of registrant as specified in its charter) Nevada 333-147245 26-0444290 (State or Other Jurisdiction (Commission (I.R. |
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| March 31, 2010 |
SECOND AMENDMENT TO THE AMENDED BYLAWS OPTIONS MEDIA GROUP HOLDINGS, INC. EXHIBIT 3.9 SECOND AMENDMENT TO THE AMENDED BYLAWS OF OPTIONS MEDIA GROUP HOLDINGS, INC. The provisions of the Amended Bylaws of OPTIONS MEDIA GROUP HOLDINGS, INC., a Nevada corporation (the “Corporation”), are hereby amended as follows: I. Pursuant to the Amended Bylaws of the Corporation, the amendments herein set forth were unanimously approved by the directors of the corporation on the 28th da |
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| March 31, 2010 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-K þ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2009 OR o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 333-147247 Options Media Group Hold |
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| March 31, 2010 |
CERTIFICATE OF AMENDMENT TO ARTICLES OF INCORPORATION OPTIONS MEDIA GROUP HOLDINGS, INC. (Continued) 1 CERTIFICATE OF AMENDMENT TO ARTICLES OF INCORPORATION OF OPTIONS MEDIA GROUP HOLDINGS, INC. |
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| March 31, 2010 |
OPTIONS MEDIA GROUP HOLDINGS, INC. NON-QUALIFIED STOCK OPTION AGREEMENT EX-10.9 8 opmgex109.htm EXHIBIT 10.9 EXHIBIT 10.9 OPTIONS MEDIA GROUP HOLDINGS, INC. NON-QUALIFIED STOCK OPTION AGREEMENT NON-PLAN THIS STOCK OPTION AGREEMENT (the “Agreement”) entered into as of December 11, 2009 between Options Media Group Holdings, Inc. (the “Company”) and (the “Optionee”). WHEREAS, pursuant to the authority of the Board of Directors (the “Board”), the Company has granted the O |
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| March 31, 2010 |
OPTIONS MEDIA GROUP HOLDINGS, INC. SUBSCRIPTION AGREEMENT Exhibit 10.7 OPTIONS MEDIA GROUP HOLDINGS, INC. SUBSCRIPTION AGREEMENT Options Media Group Holdings, Inc. 123 NW 13th Street, Suite 300 Boca Raton, Florida 33432 Attention: Scott Frohman, CEO Dear Mr. Frohman: 1. Offer to Purchase. (a) I, the undersigned investor (the ?Investor?), intending to be legally bound, hereby subscribes for shares of Convertible Series B Preferred Stock (the ?Series B?) o |
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| March 31, 2010 |
CERTIFICATE OF DESIGNATION OF OPTIONS MEDIA GROUP HOLDINGS, INC. (CONTINUED) EX-3.4 2 opmgex34.htm EXHIBIT 3.4 1 CERTIFICATE OF DESIGNATION OF OPTIONS MEDIA GROUP HOLDINGS, INC. (CONTINUED) A. Series A Preferred Stock. 1. Designation; Ranking. A series of preferred stock is hereby designated as Series A Preferred Stock (the "Series A Preferred Stock"). 2. Number. The number of shares constituting Series A Preferred Stock is fixed at 12,130 shares, par value $.001 per share |
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| March 31, 2010 |
OPTIONS MEDIA GROUP HOLDINGS, INC. NON-QUALIFIED STOCK OPTION AGREEMENT EXHIBIT 10.8 OPTIONS MEDIA GROUP HOLDINGS, INC. NON-QUALIFIED STOCK OPTION AGREEMENT NON-PLAN THIS STOCK OPTION AGREEMENT (the “Agreement”) entered into as of December 11, 2009 between Options Media Group Holdings, Inc. (the “Company”) and Scott Frohman (the “Optionee”). WHEREAS, pursuant to the authority of the Board of Directors (the “Board”), the Company has granted the Optionee the right to pu |
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| March 31, 2010 |
AMENDMENT TO CERTIFICATE OF DESIGNATION OPTIONS MEDIA GROUP HOLDINGS, INC. EX-3.5 3 ompgex35.htm EXHIBIT 3.5 AMENDMENT TO CERTIFICATE OF DESIGNATION OF OPTIONS MEDIA GROUP HOLDINGS, INC. (Continued) RESOLVED: That Section B.2 of the Certificate of Designation shall be deleted in its entirety and the following inserted in lieu thereof: 2. Number. The number of shares constituting Series B Preferred Stock is fixed at 10,064 shares, par value $.001 per share, and such amoun |
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| March 31, 2010 |
EX-21.1 9 opmgex211.htm EXHIBIT 21.1 Exhibit 21.1 Subsidiaries Options Acquisition Sub, Inc. December 12, 2007 Delaware 1 Touch Marketing, LLC October 23, 2003 Delaware Icon Term Life Inc. November 24, 2008 Florida |
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| January 19, 2010 |
Termination of a Material Definitive Agreement UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): January 12, 2010 OPTIONS MEDIA GROUP HOLDINGS, INC. (Exact name of registrant as specified in its charter) Nevada 333-147245 26-0444290 (State or Other Jurisdiction of Incorporation) |
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| January 5, 2010 |
Entry into a Material Definitive Agreement, Unregistered Sales of Equity Securities UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): December 11, 2009 OPTIONS MEDIA GROUP HOLDINGS, INC. (Exact name of registrant as specified in its charter) Nevada 333-147245 26-0444290 (State or Other Jurisdiction (Commission (I.R. |
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| December 17, 2009 |
Regulation FD Disclosure, Other Events UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): December 16, 2009 OPTIONS MEDIA GROUP HOLDINGS, INC. (Exact name of registrant as specified in its charter) Nevada 333-147245 26-0444290 (State or Other Jurisdiction (Commission (I.R. |
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| December 16, 2009 |
Entry into a Material Definitive Agreement UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): December 11, 2009 OPTIONS MEDIA GROUP HOLDINGS, INC. (Exact name of registrant as specified in its charter) Nevada 333-147245 26-0444290 (State or Other Jurisdiction (Commission (I.R. |
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| December 16, 2009 |
Entry into a Material Definitive Agreement UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 ——————— FORM 8-K ——————— CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): December 11, 2009 OPTIONS MEDIA GROUP HOLDINGS, INC. (Exact name of registrant as specified in its charter) Nevada 333-147245 26-0444290 (State or Other Jurisdiction o |
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| November 16, 2009 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 ??????? FORM 10-Q ??????? ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended: September 30, 2009 or ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from: to Commission File Number: 333-1472 |
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| November 16, 2009 |
United States Securities & Exchange Commission EDGAR Filing Exhibit 10.7 Options Media Group Holdings, Inc. 123 NW 13th Street, Suite 300 Boca Raton, FL 33432 September 25, 2009 Whalehaven Capital Fund Limited 560 Sylvan Avenue Englewood Cliffs, NJ 07632 Re: Note Amendment Dear Sir/Madam: This letter agreement (the “Agreement”) amends that certain Note dated April 24, 2009 (the “Note”) between Opt |
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| November 16, 2009 |
EX-10.6 3 opmgex106.htm LETTER AGREEMENT Exhibit 10.6 Options Media Group Holdings, Inc. 123 NW 13th Street, Suite 300 Boca Raton, Florida 33432 October 23, 2009 GFT Holdings, Inc. 5014 Sanctuary Lane Boca Raton, FL 33431 Attention: Nelson Gerard, President Re: Secured Loan Agreement Dear Mr. Gerard: This letter agreement (the “Agreement”) sets forth the terms and conditions for the amendment of t |
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| November 16, 2009 |
AMENDED AND RESTATED SECURED PROMISSORY NOTE $300,000.00 October 1, 2009 EX-4.3 2 opmgex43.htm AMENDED AND RESTATED SECURED PROMISSORY NOTE Exhibit 4.3 THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE FEDERAL OR ANY STATE SECURITIES LAWS AND MAY NOT BE SOLD, TRANSFERRED OR HYPOTHECATED IN ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT UNDER SUCH LAWS AS MAY BE APPLICABLE OR, AN OPINION OF COUNSEL, SATISFACTORY TO THE COMPANY, THAT AN EXEMPTION FROM |
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| November 6, 2009 |
OPTIONS MEDIA GROUP HOLDINGS, INC. 123 NW 13th Street, Suite 300 Boca Raton, Florida 33432 November 6, 2009 VIA EDGAR Mr. Larry Spirgel Assistant Director United States Securities and Exchange Commission Division of Corporation Finance 100 F Street, NE Mail Stop 3720 Washington, D.C. 20549 Re: Options Media Group Holdings, Inc. Amendment No. 1 to Form 10-K for the Fiscal Year Ended December 31, 20 |
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| October 22, 2009 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): October 16, 2009 OPTIONS MEDIA GROUP HOLDINGS, INC. (Exact name of registrant as specified in its charter) Nevada 333-147245 26-0444290 (State or Other Jurisdiction (Commission (I.R.S |
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| October 16, 2009 |
Promissory Note April 16, 2009 EX-10.18 7 opmg1018.htm PROMISSORY NOTE Exhibit 10.18 This note may not be sold, pledged, transferred or assigned except in a transaction which is exempt under provisions of the Securities Act of 1933 and any applicable state securities laws or pursuant to an effective registration statement; and in the case of an exemption, only if the company has received an opinion of counsel satisfactory to th |
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| October 16, 2009 |
1555 Palm Beach Lakes Boulevard, Suite 310 West Palm Beach, FL 33401-2327 Tel: (561) 689-4441 Fax: (561) 659-0701 www. |
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| October 16, 2009 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-K/A No. 1 ? ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2008 or ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 333-147245 OPTIONS MEDIA GR |
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| October 16, 2009 |
EX-10.17 6 opmg1017.htm PROMISSORY NOTE Exhibit 10.17 This note may not be sold, pledged, transferred or assigned except in a transaction which is exempt under provisions of the Securities Act of 1933 and any applicable state securities laws or pursuant to an effective registration statement; and in the case of an exemption, only if the company has received an opinion of counsel satisfactory to th |
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| October 9, 2009 |
1555 Palm Beach Lakes Boulevard, Suite 310 West Palm Beach, FL 33401-2327 Tel: (561) 689-4441 Fax: (561) 659-0701 www. |
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| October 5, 2009 |
1555 Palm Beach Lakes Boulevard, Suite 310 West Palm Beach, FL 33401-2327 Tel: (561) 689-4441 Fax: (561) 659-0701 www. |
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| September 25, 2009 |
1555 Palm Beach Lakes Boulevard, Suite 310 West Palm Beach, FL 33401-2327 Tel: (561) 689-4441 Fax: (561) 659-0701 www. |
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| September 10, 2009 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): September 3, 2009 OPTIONS MEDIA GROUP HOLDINGS, INC. (Exact name of registrant as specified in its charter) Nevada 333-147245 26-0444290 (State or Other Jurisdiction (Commission (I.R. |
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| August 14, 2009 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 ??????? FORM 10-Q ??????? ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended: June 30, 2009 or ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from: to Commission File Number: 333-147245 ?? |
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| May 15, 2009 |
FIRST AMENDMENT SECURITY AGREEMENT EX-10.3 7 options103.htm FIRST AMENDMENT TO SECURITY AGREEMENT DATED MARCH 13, 2009 Exhibit 10.3 FIRST AMENDMENT TO SECURITY AGREEMENT THIS FIRST AMENDMENT TO SECURITY AGREEMENT (the “First Amendment”) executed effective as of the 13 day of March, 2009 is made and entered into by and between Options Media Group Holdings, Inc., a Nevada corporation (the “Company”), Options Acquisition Sub, Inc., a |
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| May 15, 2009 |
Exhibit 10.1 SUBSCRIPTION AGREEMENT THIS SUBSCRIPTION AGREEMENT (this ?Agreement?), is dated as of January 13, 2009, by and among Options Media Group Holdings, Inc. (formerly Heavy Metal, Inc.), a Nevada corporation (the ?Company?), and the subscribers identified on the signature pages hereto (each a ?Subscriber? and collectively ?Subscribers?). WHEREAS, the Company and the Subscribers are executi |
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| May 15, 2009 |
FORM OF CLASS A COMMON STOCK PURCHASE WARRANT EX-4.1 2 options41.htm FORM OF WARRANT DATED JANUARY 13, 2009 Exhibit 4.1 NEITHER THE ISSUANCE AND SALE OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE NOR THE SECURITIES INTO WHICH THESE SECURITIES ARE EXERCISABLE HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS. THE SECURITIES MAY NOT BE OFFERED FOR SALE, SOLD, TRANSFERRED OR ASSIGNED (I) I |
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| May 15, 2009 |
SECURED PROMISSORY NOTE $300,000.00 March 13, 2009 EX-4.2 3 options42.htm GFT HOLDINGS, INC. SECURED PROMISSORY NOTE DATED MARCH 13, 2009 Exhibit 4.2 THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE FEDERAL OR ANY STATE SECURITIES LAWS AND MAY NOT BE SOLD, TRANSFERRED OR HYPOTHECATED IN ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT UNDER SUCH LAWS AS MAY BE APPLICABLE OR, AN OPINION OF COUNSEL, SATISFACTORY TO THE COMPANY, THA |
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| May 15, 2009 |
SECURED LOAN AGREEMENT Exhibit 10.4 SECURED LOAN AGREEMENT THIS SECURED LOAN AGREEMENT, dated as of March 13, 2009 (this “Agreement”), among Options Media Group Holdings, Inc., a Nevada corporation (the “Company”), Options Acquisition Sub, Inc., a Delaware corporation, and Icon Term Life Inc., a Florida corporation, and 1 Touch Marketing, LLC, a Florida limited liability company (each a “Guarantor |
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| May 15, 2009 |
EX-10.2 6 options102.htm SECURITY AGREEMENT DATED JANUARY 13, 2009 Exhibit 10.2 SECURITY AGREEMENT 1. Identification. This Security Agreement (the “Agreement”), dated as of January 13, 2009, is entered into by and between Options Media Group Holdings, Inc., a Nevada corporation (“Parent”), Options Acquisition Sub., Inc., a Delaware corporation and Icon Term Life Inc., a Florida corporation (each a |
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| May 15, 2009 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 ——————— FORM 10-Q ——————— þ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended: March 31, 2009 or ¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from: to Commission File Number: 333-147245 — |
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| May 15, 2009 |
EX-4.3 4 options43.htm FORM OF SECURED PROMISSORY NOTE DATED JANUARY 13, 2009 Exhibit 4.3 SECURED NOTE Principal Amount:$ Issue Date: January 13, 2009 FOR VALUE RECEIVED, OPTIONS MEDIA GROUP HOLDINGS, INC., a Nevada corporation (hereinafter called “Borrower”), hereby promises to pay to , (the “Holder”), without demand, the sum of Dollars ($) (“Principal Amount”), with unpaid interest thereon, on J |
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| May 15, 2009 |
Options Media Group Holdings, Inc. 123 NW 13th Street, Suite 300 Boca Raton, FL 33432 March 13, 2009 EX-10.5 9 options105.htm SUBORDINATION AGREEMENT DATED MARCH 13, 2009 Exhibit 10.5 Options Media Group Holdings, Inc. 123 NW 13th Street, Suite 300 Boca Raton, FL 33432 March 13, 2009 Barry Honig 595 S. Federal Highway, Suite 600 Boca Raton, Florida 33432 Michael Brauser 595 S. Federal Highway, Suite 600 Boca Raton, Florida 33432 GRQ Consultants Inc. 401(K) 595 S. Federal Highway, Suite 600 Boca R |
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| April 23, 2009 |
Entry into a Material Definitive Agreement, Unregistered Sales of Equity Securities UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 ??????? FORM 8-K ??????? CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): April 17, 2009 ??????? OPTIONS MEDIA GROUP HOLDINGS, INC. (Exact name of registrant as specified in its charter) ??????? Nevada 333-147245 26-0444290 (State or Other J |
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| April 1, 2009 |
EXHIBIT 10.12 THIS WARRANT AND THE UNDERLYING SHARES OF COMMON STOCK HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 (THE ?SECURITIES ACT?), OR ANY OTHER SECURITIES LAWS, HAVE BEEN TAKEN FOR INVESTMENT, AND MAY NOT BE SOLD OR TRANSFERRED OR OFFERED FOR SALE OR TRANSFER UNLESS A REGISTRATION STATEMENT UNDER THE SECURITIES ACT AND OTHER APPLICABLE SECURITIES LAWS WITH RESPECT TO SUCH SECUR |
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| April 1, 2009 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 SEC FILE NUMBER 333-147245 NOTIFICATION OF LATE FILING CUSIP NUMBER 684008 105 (Check one): X Form 10-K Form 20-F Form 11-K Form 10-Q Form 10-D Form N-SAR Form N-CSR For Period Ended: December 31, 2008 Transition Report on Form 10-K Transition Report on Form 20-F Transition Report on Form 11-K Transition Report on |
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| April 1, 2009 |
EX-10.7 5 option107.htm DALE HARROD EMPLOYMENT AGREEMENT EXHIBIT 10.7 EMPLOYMENT AGREEMENT THIS EMPLOYMENT AGREEMENT (the “Agreement”) entered into effective as of this 6th day of October, 2008, between Options Media Group Holdings, Inc. (the “Company”) and Dale Harrod (the “Executive”). WHEREAS, in its business, the Company has acquired and developed certain trade secrets, including, but not limi |
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| April 1, 2009 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 ——————— FORM 10-K ——————— ü ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended: December 31, 2008 or TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from: ——————— Options Media Group Holdings, Inc. (Ex |
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| March 19, 2009 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 13, 2009 OPTIONS MEDIA GROUP HOLDINGS, INC. (Exact name of registrant as specified in its charter) Nevada 333-147245 26-0444290 (State or Other Jurisdiction (Commission (I.R.S. |
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| February 9, 2009 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): January 13, 2009 OPTIONS MEDIA GROUP HOLDINGS, INC. (Exact name of registrant as specified in its charter) Nevada 333-147245 26-0444290 (State or Other Jurisdiction (Commission (I.R.S |
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| January 20, 2009 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): January 13, 2009 OPTIONS MEDIA GROUP HOLDINGS, INC. (Exact name of registrant as specified in its charter) Nevada 333-147245 26-0444290 (State or Other Jurisdiction (Commission (I.R.S |
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| November 17, 2008 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): November 11, 2008 OPTIONS MEDIA GROUP HOLDINGS, INC. (Exact name of registrant as specified in its charter) Nevada 333-147245 26-0444290 (State or Other Jurisdiction (Commission (I.R. |
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| November 14, 2008 |
OPTIONS MEDIA GROUP HOLDINGS, INC. RESTRICTED STOCK AGREEMENT Exhibit 10 Exhibit 10.16 OPTIONS MEDIA GROUP HOLDINGS, INC. RESTRICTED STOCK AGREEMENT This Restricted Stock Agreement (this “Agreement”), entered into as of , 2008, sets forth the terms and conditions of an award (this “Award”) of restricted stock granted by Options Media Group Holdings, Inc., a Nevada corporation (the “Company”), to (the “Recipient”) under the 2008 Equity Incentive Plan (the “Pl |
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| November 14, 2008 |
EX-10.7 5 ex107.htm EXHIBIT 10.7 Exhibit 10.6 EMPLOYMENT AGREEMENT THIS EMPLOYMENT AGREEMENT (the “Agreement”) entered into as of this 22nd day of September, 2008, between 1 Touch Marketing, LLC (the “Company”) and Brandon Rosen (the “Executive”). WHEREAS, in its business, the Company has acquired and developed certain trade secrets, including, but not limited to, proprietary processes, sales meth |
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| November 14, 2008 |
SETTLEMENT AND RELEASE AGREEMENT Settlement Agreement Draft 9-25 Exhibit 10.15 SETTLEMENT AND RELEASE AGREEMENT This Settlement and Release Agreement (the “Agreement”) is entered into on this day of September 2008 by and among InterClick, Inc. f/k/a Customer Acquisition Network Holdings, Inc. (“InterClick”), Options Media Group Holdings, Inc. and its subsidiaries (collectively, “Options”) and Hagai Shechter (“Shechter”). WHEREAS, |
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| November 14, 2008 |
EMPLOYMENT AGREEMENT Exhibit 10.4 EMPLOYMENT AGREEMENT THIS EMPLOYMENT AGREEMENT (the “Agreement”) entered into as of this 19th day of September, 2008, between Options Media Group Holdings, Inc. (the “Company”) and Daniel Lansman (the “Executive”). WHEREAS, the Company desires to secure the services of the Executive upon the terms and conditions hereinafter set forth; and WHEREAS, the Company desi |
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| November 14, 2008 |
EMPLOYMENT AGREEMENT Exhibit 10.3 EMPLOYMENT AGREEMENT THIS EMPLOYMENT AGREEMENT (the “Agreement”) entered into as of this 16th day of September, 2008, between Options Media Group Holdings, Inc. (the “Company”) and Steven Stowell (the “Executive”). WHEREAS, in its business, the Company has acquired and developed certain trade secrets, including, but not limited to, proprietary processes, sales met |
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| November 14, 2008 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 ——————— FORM 10-Q ——————— ü QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended: September 30, 2008 or TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from: to Commission File Number: 333-147245 |
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| November 14, 2008 |
EX-10.5 4 ex105.htm EXHIBIT 10.5 Exhibit 10.5 EMPLOYMENT AGREEMENT THIS EMPLOYMENT AGREEMENT (the “Agreement”) entered into as of this 19th day of September, 2008, between Options Media Group Holdings, Inc. (the “Company”) and Anthony Bumbaca (the “Executive”). WHEREAS, the Company desires to secure the services of the Executive upon the terms and conditions hereinafter set forth; and WHEREAS, the |
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| November 12, 2008 |
Form 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K/A CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): September 19, 2008 OPTIONS MEDIA GROUP HOLDINGS, INC. (Exact name of registrant as specified in its charter) Nevada 333-147245 26-0444290 (State or Other Jurisdiction (Comm |
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| October 6, 2008 |
EX-2.4 3 exhibit24.htm CERTIFICATE OF MERGER EXHIBIT 2.4 CERTIFICATE OF MERGER Pursuant to Section 608.4382 of the Florida Limited Liability Company Act, OPTIONS MEDIA ACQUISITION LLC, a Florida limited liability company (“OMA”), proposes to merge into 1 TOUCH MARKETING, LLC, a Florida limited liability company (“1 Touch”), and in connection therewith, the corporations submit the following: 1. The |
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| October 6, 2008 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 ——————— FORM 10-K ——————— ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended: or ü TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from: August 1, 2007 to December 31, 2007 ——————— Options Media Group |
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| October 6, 2008 |
Options Media Group Holdings, Inc. Code of Ethics EX-14.1 7 exhibit141.htm CODE OF ETHICS EXHIBIT 14.1 Options Media Group Holdings, Inc. Code of Ethics Introduction These Ethical Guidelines will serve as the Code of Ethics (“Guidelines”) for Options Media Group Holdings, Inc. (“Options Media”) and as such they cover a wide spectrum of business practices and procedures. They do not cover every issue that may arise, but they set out some basic pri |
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| October 6, 2008 |
AGREEMENT OF MERGER AND PLAN OF MERGER AND REORGANIZATION EX-2.3 2 exhibit23.htm AGREEMENT OF MERGER AND PLAN OF MERGER AND REORGANIZATION EXHIBIT 2.3 AGREEMENT OF MERGER AND PLAN OF MERGER AND REORGANIZATION THIS AGREEMENT OF MERGER AND PLAN OF MERGER AND REORGANIZATION (this “Agreement”) entered into as of the 19th day of September, 2008, by and between Options Media Acquisition LLC, a Florida limited liability company (“OMA”), and 1 Touch Marketing, L |
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| October 6, 2008 |
OPTIONS MEDIA GROUP HOLDINGS, INC. 7% SENIOR SECURED PROMISSORY NOTE $900,000.00 July 18, 2008 EX-10.3 5 exhibit103.htm AGREEMENT Exhibit 10.3 THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS. THE SECURITIES MAY NOT BE OFFERED FOR SALE, SOLD, TRANSFERRED OR ASSIGNED (I) IN THE ABSENCE OF (A) AN EFFECTIVE REGISTRATION STATEMENT FOR THE SECURITIES UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLIC |
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| October 6, 2008 |
Exhibit 10.4 NOTE MODIFICATION AGREEMENT THIS NOTE MODIFICATION AGREEMENT (the ?Note Modification Agreement?) is made as of August 14, 2008, by and between Options Media Group Holdings, Inc., a Nevada corporation (the ?Company?), and GRQ Consultants, Inc. 401K (the ?Holder?). WHEREAS, the Company executed that certain 7% Senior Secured Promissory Note dated July 18, 2008 in the original principal |
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| October 6, 2008 |
EX-10.2 4 exhibit102.htm AMENDMENT TO FROHMAN AGREEMENT EXHIBIT 10.2 Options Media Group Holdings, Inc. 240 Old Federal Highway, Suite 100 Hallandale, FL 33009 August 6, 2008 Options Media Group Holdings, Inc. 240 Old Federal Highway, Suite 100 Hallandale, FL 33009 Attention: Mr. Scott Frohman, Chief Executive Officer Dear Mr. Frohman: This letter acknowledges that there was a scrivener’s error in |
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| September 26, 2008 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 SEC FILE NUMBER 333-147245 NOTIFICATION OF LATE FILING CUSIP NUMBER 684008 105 (Check one): Form 10-K Form 20-F Form 11-K Form 10-Q Form 10-D Form N-SAR Form N-CSR For Period Ended: X Transition Report on Form 10-K Transition Report on Form 20-F Transition Report on Form 11-K Transition Report on Form 10-Q Transiti |
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| September 25, 2008 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): September 19, 2008 OPTIONS MEDIA GROUP HOLDINGS, INC. (Exact name of registrant as specified in its charter) Nevada 333-147245 26-0444290 (State or Other Jurisdiction (Commission (I.R |
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| September 24, 2008 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): September 18, 2008 OPTIONS MEDIA GROUP HOLDINGS, INC. (Exact name of registrant as specified in its charter) Nevada 333-147245 26-0444290 (State or Other Jurisdiction (Commission (I.R |
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| September 23, 2008 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 EXHIBIT 99.1 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 SEC FILE NUMBER 333-147245 NOTIFICATION OF LATE FILING CUSIP NUMBER 684008 105 (Check one): Form 10-K Form 20-F Form 11-K Form 10-Q Form 10-D Form N-SAR Form N-CSR For Period Ended: X Transition Report on Form 10-K Transition Report on Form 20-F Transition Report on Form 11-K Transition Report on Form |
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| September 23, 2008 |
Financial Statements and Exhibits UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): September 23, 2008 OPTIONS MEDIA GROUP HOLDINGS, INC. (Exact name of registrant as specified in its charter) Nevada 333-147245 26-0444290 (State or Other Jurisdiction (Commission (I.R |
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| September 3, 2008 |
Entry into a Material Definitive Agreement UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 27, 2008 OPTIONS MEDIA GROUP HOLDINGS, INC. (Exact name of registrant as specified in its charter) Nevada 333-147245 26-0444290 (State or Other Jurisdiction (Commission (I.R.S. |
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| August 20, 2008 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 14, 2008 OPTIONS MEDIA GROUP HOLDINGS, INC. (Exact name of registrant as specified in its charter) Nevada 333-147245 26-0444290 (State or Other Jurisdiction (Commission (I.R.S. |
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| August 14, 2008 |
United States Securities and Exchange Commission EDGAR Filing UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D. |
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| June 26, 2008 |
Regulation FD Disclosure, Financial Statements and Exhibits SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): June 26, 2008 Options Media Group Holdings, Inc. (Exact name of registrant as specified in its charter) Nevada 333-147245 20-0444290 (State or other jurisdiction of incorporation) (Commission File |
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| June 26, 2008 |
May June July August September October November December Total January February March April May June July August September October November December Total Revenue Data Mgmt $50,000 $80,000 $112,000 $130,000 $169,000 $202,000 $243,360 $302,000 $1,528,360 600000 $347,300 $399,395 $459,304 $528,199 $607,429 $668,171 $734,989 $815,837 $897,421 $996,138 $1,105,710 $1,227,374 $8,787,267 ESP 0. |
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| June 25, 2008 |
EX-10.1 7 ex101.htm EXHIBIT 10.1 STOCK PURCHASE AGREEMENT THIS STOCK PURCHASE AGREEMENT (this “Agreement”), dated as of June 20, 2008, is made by and between Options Media Group Holdings, Inc., a Nevada corporation (“Seller”), and David Harapiak (“Buyer”). RECITALS A. Seller owns all of the issued and outstanding membership shares (the “Shares”) of Heavy Metal Holdings, Inc., a Delaware corporatio |
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| June 25, 2008 |
EMPLOYMENT AGREEMENT THIS EMPLOYMENT AGREEMENT is made and entered into as of this 23rd day of June, 2008, by and between OPTIONS MEDIA GROUP HOLDINGS, INC. |
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| June 25, 2008 |
EX-10.12 18 ex1012.htm EXHIBIT 10.12 EXECUTION VERSION SECURITY AGREEMENT THIS SECURITY AGREEMENT (as amended, restated, supplemented or otherwise modified from time to time, this “Agreement”) dated as of June 23, 2008 among OPTIONS MEDIA GROUP HOLDINGS, INC., a Delaware corporation (the “Company”), OPTIONS ACQUISITION SUB, INC. (“Options”, together with Company, and each other Person who becomes |
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| June 25, 2008 |
Options Media Group Holdings, Inc. 2008 Equity Incentive Plan OPTIONS MEDIA GROUP HOLDINGS, INC. 2008 EQUITY INCENTIVE PLAN 1. Purpose of the Plan. This 2008 Equity Incentive Plan (the “Plan”) is intended as an incentive, to retain in the employ of and as directors, officers, consultants, advisors and employees to Options Media Group Holdings, Inc., a Delaware corporation (the “Company”), and any Subsidiary of the Company, within the meaning of Section 424(f |
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| June 25, 2008 |
EX-2.1 2 ex21.htm EXHIBIT 2.1 AGREEMENT OF MERGER AND PLAN OF REORGANIZATION BY AND AMONG OPTIONS MEDIA GROUP HOLDINGS, INC. OPTIONS ACQUISITION CORP. OPTIONS ACQUISITION SUB, INC. and CUSTOMER ACQUISITION NETWORK HOLDINGS, INC. Dated as of June 23, 2008 AGREEMENT OF MERGER AND PLAN OF REORGANIZATION THIS AGREEMENT OF MERGER AND PLAN OF REORGANIZATION (this “Agreement”) is made and entered into on |
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| June 25, 2008 |
Amended and Restated Articles of Incorporation EX-3.1 4 ex31.htm EXHIBIT 3.1 ROSS MILLER Secretary of State 206 North Carson Street Carson City, Nevada 89701-4299 (775) 684 5708 Website: secretaryofstate.biz Certificate to Accompany Restated Articles (PURSUANT TO NRS) USE BLACK INK ONLY – DO NOT HIGHLIGHT ABOVE SPACE IS FOR OFFICE USE ONLY This form is to Accompany Restated Articles of Incorporation (Pursuant to NRS 78.403, 82.371, 86.221, 87A |
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| June 25, 2008 |
Form of 2008 Incentive Stock Option Agreement OPTIONS MEDIA GROUP HOLDINGS, INC. 2008 EQUITY INCENTIVE PLAN FORM OF INCENTIVE STOCK OPTION AGREEMENT This INCENTIVE STOCK OPTION AGREEMENT (the “Option Agreement”), dated as of the day of , 20 (the “Grant Date”), is between Options Media Group Holdings, Inc., a Nevada corporation (the “Company”), and (the “Optionee”), a key employee of the Company or of a Subsidiary of the Company (a “Related Co |
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| June 25, 2008 |
OPTIONS NEWSLETTER, INC. D/B/A OPTIONS MEDIA GROUP FINANCIAL STATEMENTS AS OF DECEMBER 31, 2007 AND FOR THE YEARS ENDED DECEMBER 31, 2007 AND 2006 TABLE OF CONTENTS Report of Independent Registered Public Accounting Firm F-1 Balance Sheet as of December 31, 2007 F-2 Statement of income for the years ended December 31, 2007 and 2006 F-3 Statement of Changes in Stockholders’ Equity (Deficiency) for |
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| June 25, 2008 |
EX-2.2 3 ex22.htm EXHIBIT 2.2 Delaware The First State I, HARRIET SMITH WINDSOR, SECRETARY OF STATE OF THE STATE OF DELAWARE, DO HEREBY CERTIFY THE ATTACHED IS A TRUE AND CORRECT COPY OF THE CERTIFICATE OF MERGER, WHICH MERGES: “OPTIONS ACQUISITION CORP.”, A DELAWARE CORPORATION, WITH AND INTO “OPTION ACQUISTION SUB, INC.”, A CORPORATION ORGANIZED AND EXISTING UNDER THE LAWS OF THE STATE OF DELAWA |
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| June 25, 2008 |
Options Acquisition Sub, Inc. (A Wholly-Owned Subsidiary of Customer Acquisition Network Holdings, Inc. Financial Statements (Unaudited) As Of March 31, 2008 And For Three Months Ended March 31, 2008 and 2007 TABLE OF CONTENTS Unaudited Balance Sheet as of March 31, 2008 Unaudited Statements of Operations for the three months ended March 31, 2008 and 2007 Unaudited Statements of Cash Flows for the |
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| June 25, 2008 |
ROSS MILLER Secretary of State 206 North Carson Street Carson City, Nevada 89701-4299 (775) 684 5708 Website: secretaryofstate. |
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| June 25, 2008 |
Letter from Manning Elliott LLP, dated June 19, 2008 Exhibit 16.1 Re: Options Media Group Holdings, Inc. (the “Company”) (formerly Heavy Metal, Inc. This letter will confirm that we reviewed Item 4.01of the Company's Form 8-K dated June 19, 2008, captioned "Changes in Registrant’s Certifying Accountant and that we agree with the statements made therein. We hereby consent to the filing of this letter as an exhibit to the foregoing report on Form 8-K. |
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| June 25, 2008 |
Form of 2008 Non-Qualified Stock Option Agreement OPTIONS MEDIA GROUP HOLDINGS, INC. 2008 EQUITY INCENTIVE PLAN FORM OF NONQUALIFIED STOCK OPTION AGREEMENT This NONQUALIFIED STOCK OPTION AGREEMENT (the “Option Agreement”), dated as of the day of 20 (the “Grant Date”), is between Options Media Group Holdings, Inc., a Nevada corporation (the “Company”), and (the “Optionee”), a director, officer or employees of, or consultant or advisor to, the Comp |
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| June 25, 2008 |
OPTIONS MEDIA GROUP HOLDINGS, INC. PRO FORMA COMBINED FINANCIAL INFORMATION (UNAUDITED) OPTIONS MEDIA GROUP HOLDINGS, INC. Index to Unaudited Pro Forma Combined Financial Information Pages Introduction to Unaudited Pro Forma Combined Financial Information Unaudited Pro Forma Combined Balance Sheet Unaudited Pro Forma Combined Statement of Operations Notes to Unaudited Pro Forma Combined Financial |
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| June 25, 2008 |
EX-10.2 8 ex102.htm EXHIBIT 10.2 AGREEMENT OF CONVEYANCE, TRANSFER AND ASSIGNMENT OF ASSETS AND ASSUMPTION OF OBLIGATIONS This Agreement of Conveyance, Transfer and Assignment of Assets and Assumption of Obligations (“Transfer and Assumption Agreement”) is made as of June 23, 2008, by Options Media Group Holdings, Inc., a Delaware corporation (“Assignor”), and Heavy Metal Holdings, Inc., a Delawar |
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| June 25, 2008 |
Form of Directors and Officers Indemnification Agreement OPTIONS MEDIA GROUP HOLDINGS, INC. FORM OF DIRECTOR AND OFFICER INDEMNIFICATION AGREEMENT This Director and Officer Indemnification Agreement, dated as of June , 2008 (this “Agreement”), is made by and between Options Media Group Holdings, Inc., a Nevada corporation (the “Company”), and (the “Indemnitee”). RECITALS: A. Chapter 78.115 of the Nevada Revised Statutes provides that the business and af |
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| June 25, 2008 |
EMPLOYMENT AGREEMENT THIS EMPLOYMENT AGREEMENT is made and entered into as of this 4th day of January, 2008, by and between CUSTOMER ACQUISITION NETWORK HOLDINGS, INC. |
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| June 25, 2008 |
Ross Miller Secretary of State 206 North Carson Street Carson City, Nevada 89701-4299 (775) 684 5708 Website: secretaryofstate. |
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| June 25, 2008 |
EX-10.13 19 ex1013.htm EXHIBIT 10.13 GUARANTY This GUARANTY (as amended, restated, supplemented, or otherwise modified and in effect from time to time, this “Guaranty”) is made as of this 23rd day of June, 2008 , by Options Acquisition Sub,, Inc., a Delaware corporation (“the “Guarantor”) in favor of CUSTOMER ACQUISITION NETWORK HOLDINGS, INC., a Delaware corporation.(the “Secured Party”). W I T N |
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| June 25, 2008 |
EX-10.4 10 ex104.htm EXHIBIT 10.4 WARRANT NO. OMG-001 OPTIONS MEDIA GROUP HOLDINGS, INC. Shares FORM OF WARRANT TO PURCHASE COMMON STOCK VOID AFTER 5:30 P.M., EASTERN TIME, ON THE EXPIRATION DATE THIS WARRANT AND ANY SHARES ACQUIRED UPON THE EXERCISE OF THIS WARRANT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), AND MAY NOT BE SOLD, PLEDGED, HYPOTHECATED, DONATE |
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| June 25, 2008 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 19, 2008 Options Media Group Holdings, Inc. (Exact Name of Registrant as Specified in Charter) Nevada 333-147245 26-0444290 (State or other jurisdiction of incorporation) (Commis |
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| June 25, 2008 |
Form of Subscription Agreement SUBSCRIPTION AGREEMENT This Subscription Agreement (this “Agreement”) is being delivered to the purchaser identified on the signature page to this Agreement (the “Subscriber”) in connection with its investment in Heavy Metal, Inc. |
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| June 25, 2008 |
THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS. |
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| June 16, 2008 |
Heavy Metal Inc. Form 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 10-Q x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended April 30, 2008 ¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from To Commission file number 333-14724 |
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| March 18, 2008 |
heavymetal10q.htm - Converted by SEC Publisher, created by BCL Technologies Inc., for SEC Filing UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 10-Q x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended January 31, 2008 ¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF |
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| January 4, 2008 |
heavymetal10qsb.htm - Converted by SEC Publisher, created by BCL Technologies Inc., for SEC Filing UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 10-QSB/A Amendment # 1 xQUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended October 31, 2007 ¨TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITI |
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| December 14, 2007 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 10-QSB xQUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended October 31, 2007 ¨TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from To Commission file number 333-147245 HEAVY METAL, INC. |
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| November 16, 2007 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Amendment No. 1 FORM SB-2/A Registration Statement under the Securities Act of 1933 HEAVY METAL, INC. (Name of Small Business Issuer in its Charter) NEVADA 1090 26-0444290 (State or Jurisdiction of Incorporation (Primary Standard Industrial (I.R.S. Employer or Organization) Classification Code Number) Identification No.) 9457 |
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| November 8, 2007 |
ex32heavymetalsbylaws.htm - Converted by SEC Publisher, created by BCL Technologies Inc., for SEC Filing |
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| November 8, 2007 | ||
| November 8, 2007 |
heavymetalsb2version3clean.htm - Converted by SEC Publisher, created by BCL Technologies Inc., for SEC Filing UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM SB-2 Registration Statement under the Securities Act of 1933 HEAVY METAL, INC. (Name of Small Business Issuer in its Charter) NEVADA 1090 26-0444290 (State or Jurisdiction of Incorporation (Primary Standard Indust |
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| November 8, 2007 |
INCORPORATED UNDER THE LAWS OF THE STATE OF NEVADA EX-4 4 ex41sharecertificate.htm FORM OF SHARE CERTIFICATE Form of Share Certificate INCORPORATED UNDER THE LAWS OF THE STATE OF NEVADA [LOGO] CUSIP NO. [sample] Heavy Metal, Inc. AUTHORIZED COMMON STOCK: 75,000,000 SHARES PAR VALUE: $.001 PER SHARE THIS CERTIFIES THAT [SAMPLE] IS THE RECORD HOLDER OF Shares of HEAVY METAL, INC. Common Stock transferable on the books of the Corporation in person or |
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| November 8, 2007 |
