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)
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Nevada
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333-147245
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26-0444290
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(State or other Jurisdiction of Incorporation)
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(Commission File Number)
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(IRS Employer Identification No.)
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123 NW 13th Street, Suite 300
Boca Raton, Florida
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33432
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(Address of principal executive offices)
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(Zip Code)
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Registrant’s telephone number, including area code: (561) 314-3479
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Item 3.02 Unregistered Sales of Equity Securities.
Scott Frohman, the Chief Executive Officer and a director of Options Media Group Holdings, Inc. (the “Company”), Keith St. Clair, the Chairman of the Company, and Russell Strunk, the President of the Company, have invested a total of $250,000 in the Company’s private placement. Through May 23, 2011, the Company has sold 11,100 shares of Series G Preferred Stock (“Series G”) and raised $1,110,000. Each share of Series G is automatically convertible into 10,000 shares of common stock at such time as the Company has the authorized capital.
The Series G reported in this Form 8-K have not been registered under the Securities Act of 1933 (the “Act”) and were issued and sold in reliance upon the exemption from registration contained in Section 4(2) of the Act and Rule 506 promulgated thereunder. The Series G may not be offered or sold in the United States in the absence of an effective registration statement or exemption from the registration requirements under the Act. The investors were accredited investors and there was no general solicitation.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
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OPTIONS MEDIA GROUP HOLDINGS, INC.
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Date: May 24, 2011
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By:
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/s/ Scott Frohman | |
| Name: Scott Frohman | |||
| Title: Chief Executive Officer | |||