Attached files
| file | filename |
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| EX-10.22 - AGREEMENT - Options Media Group Holdings, Inc. | opmg_1022.htm |
| EX-31.2 - CERTIFICATION - Options Media Group Holdings, Inc. | opmg_ex312.htm |
| EX-31.1 - CERTIFICATION - Options Media Group Holdings, Inc. | opmg_ex311.htm |
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-Q/A
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þ
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QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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For the quarterly period ended June 30, 2011
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OR
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o
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TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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For the transition period from ________________ to ________________
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Commission file number: 333-147245
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OPTIONS MEDIA GROUP HOLDINGS, INC.
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(Exact name of registrant as specified in its charter)
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Nevada
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26-0444290
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(State or other jurisdiction of incorporation or organization)
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(I.R.S. Employer Identification No.)
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123 NW 13th Street, Ste. 300 Boca, Raton, FL
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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) 368-5067
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes þ No o
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes þ No o
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.
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Large accelerated filer
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o
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Accelerated filer
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o
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Non-accelerated filer
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o
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Smaller reporting company
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þ
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(Do not check if a smaller reporting company)
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Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes o No þ
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Class
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Outstanding at August 19, 2011
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Common Stock, $0.001 par value per share
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955,144,232 shares
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EXPLANATORY NOTE
This Form 10-Q/A is being filed to include previously redacted information contained in one exhibit and also includes the certifications previously filed and furnished.
ITEM 6. EXHIBITS
See the Exhibit Index.
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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December 8, 2011
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/s/ Scott Frohman
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Scott Frohman
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Chief Executive Officer
(Principal Executive Officer)
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December 8, 2011
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/s/ Jeffrey Yesner
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Jeffrey Yesner
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Chief Financial Officer
(Principal Financial Officer)
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Exhibit Index
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Incorporated by Reference
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Exhibit
#
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Exhibit Description
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Form
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Date
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Number
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Filed or Furnished Herewith
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3.1
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Amended and Restated Articles of Incorporation
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8-K
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6/25/08
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3.1
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3.2
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Certificate of Amendment – Name Change
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8-K
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6/25/08
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3.2
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3.3
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Certificate of Change
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8-K
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6/25/08
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3.3
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3.4
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Certificate of Designation – Series A & Series B
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10-K
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3/31/10
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3.4
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3.5
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Amendment to Certificate of Designation – Series B
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10-K
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3/31/10
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3.5
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3.6
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Certificate of Amendment – Increased Capital
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10-K
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3/31/10
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3.6
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3.7
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Certificate of Amendment – Increased Capital
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10-Q
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8/13/10
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3.4
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3.8
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Certificate of Amendment – Increased Capital
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10-Q
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8/22/11
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3.8
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3.9
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Certificate of Designation - Series C & Series D
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10-Q
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8/13/10
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3.7
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3.10
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Certificate of Correction - Series D
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10-Q
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8/13/10
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3.8
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3.11
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Amendment to Certificate of Designation – Series D
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10-Q
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8/13/10
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3.9
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3.12
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Amendment to Certificate of Designation – Series A
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10-Q
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11/15/10
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3.10
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3.13
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Amendment to Certificate of Designation – Series C
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10-Q
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11/15/10
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3.11
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3.14
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Certificate of Designation – Series E
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10-Q
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11/15/10
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3.12
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3.15
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Bylaws
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SB-2
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11/8/07
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3.2
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3.16
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First Amendment to Bylaws
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8-K
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9/25/08
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3.1
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3.17
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Second Amendment to Bylaws
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10-K
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3/31/10
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3.9
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3.18
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Third Amendment to Bylaws
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10-Q
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8/22/11
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3.18
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10.1
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Summary of Russell Strunk Employment Agreement*
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10-K
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5/16/11
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10.3
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10.2
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Asset Purchase Agreement dated April 16, 2010
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10-K
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5/16/11
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10.4
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10.3
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Anthony Sasso Employment Agreement*
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**
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**
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**
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10.4
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Daniel Lansman Promissory Note
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10-K/A
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10/16/09
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10.17
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10.5
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Scott Frohman Series C Agreement*
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10-K
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5/16/11
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10.12
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10.6
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Amendment to Scott Frohman Series C Agreement*
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10-K
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5/16/11
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10.13
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10.7
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Anthony Sasso Series C Agreement*
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10-K
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5/16/11
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10.18
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10.8
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Amendment to Anthony Sasso Series C Agreement*
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10-K
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5/16/11
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10.19
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10.9
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RVH Security Agreement dated February 25, 2011
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10-K
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5/16/11
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10.22
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10.10
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Database Purchase Agreement
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10-K
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5/16/11
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10.23
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10.11
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RVH Secured Promissory Note dated February 25, 2011
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10-K
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5/16/11
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10.24
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10.12
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Securities Purchase Agreement – Series A Offering
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10-Q
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8/22/11
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10.10
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10.13
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Form of Warrants – Series A Offering
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10-Q
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8/22/11
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10.13
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10.14
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Form of Subscription Agreement – Series G Offering
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10-Q
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8/22/11
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10.14
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10.15
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Scott Frohman Employment Agreement*
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10-Q
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8/22/11
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10.15
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10.16
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Amendment to Scott Frohman Employment Agreement*
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10-Q
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8/22/11
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10.16
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10.17
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Keith St. Clair Employment Agreement*
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10-Q
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8/22/11
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10.17
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10.18
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Amendment to Keith St. Clair Employment Agreement*
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10-Q
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8/22/11
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10.18
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10.19
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Scott Frohman Option Agreement*
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S-8
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7/27/11
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4.1
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10.20
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Keith St. Clair Option Agreement*
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S-8
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7/27/11
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4.2
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10.21
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Form of Warrant - Bieber Brands and Associates
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10-Q
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8/22/11
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10.21
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The Big Company Agreement ***
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Filed***
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10.23
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Bieber Brands Agreement ***
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10-Q
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8/22/11
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10.23
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10.24
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Remster 2 Agreement ***
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10-Q
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8/22/11
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10.24
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10.25
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The Last Gang Agreement ***
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10-Q
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8/22/11
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10.25
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10.26
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The Big Company Warrant
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10-Q
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8/22/11
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10.26
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Certification of Principal Executive Officer (Section 302)
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Filed
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Certification of Principal Financial Officer (Section 302)
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Filed
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| 32.1 |
Certification of Principal Executive Officer and Principal Financial Officer (Section 906)
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Furnished+
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101.INS
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XBRL Instance Document ****
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101.SCH
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XBRL Taxonomy Extension Schema Document ****
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101.CAL
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XBRL Taxonomy Calculation Linkbase Document ****
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101.LAB
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XBRL Taxonomy Labels Linkbase Document ****
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101.PRE
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XBRL Taxonomy Presentation Linkbase Document ****
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101.DEF
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XBRL Definition Linkbase Document ****
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*
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Management Compensatory Plan or Arrangement.
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**
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Contained as an Exhibit in Exhibit 10.2 above.
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***
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Filed pursuant to a confidential treatment request for certain portions of this document. Portions of the exhibit have been omitted pursuant to a request for confidential treatment.
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****
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Attached as Exhibit 101 to the Form 10-Q filed August 22, 2011 are the Company’s financial statements for the quarter ended June 30, 2011 formatted in XBRL (eXtensible Business Reporting Language). The XBRL-related information in Exhibit 101 shall not be deemed “filed” or a part of a registration statement or prospectus for purposes of Sections 11 or 12 of the Securities Act of 1933, and is not filed for purposes of Section 18 of the Securities Exchange Act of 1934, or otherwise subject to the liabilities of those sections.
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| + | Previously furnished with the Form 10-Q filed on August 22, 2011. |
Copies of this report (including the financial statements) and any of the exhibits referred to above will be furnished at no cost to our shareholders who make a written request to Options Media Group Holdings, Inc., 123 NW 13th Street, Suite 300, Boca Raton, Florida 33432, Attention: Robin Roimi.