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 26, 2014
Primco Management Inc. |
(Exact name of registrant as specified in its charter) |
Delaware |
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000-54930 |
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27-3696297 |
(State or Other Jurisdiction of Incorporation) |
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(Commission File Number) |
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(IRS Employer Identification No.) |
2211 Elliott Ave., Suite 200, Seattle, WA |
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98121 |
(Address of Principal Executive Offices) |
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(Zip Code) |
(206) 455-2940
Registrant’s telephone number,
including area code
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 (see General Instruction A.2. below):
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)) |
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Item 3.02 Unregistered Sales of Equity
Securities.
On September 26, 2014, the registrant
issued 474,444,444 shares of common stock to Redwood Fund II, LLC (“Redwood”), in full satisfaction of its obligations
under the $500,000 8% Convertible Debenture Due 1/29/14, dated April 29, 2013, and Settlement Agreement, dated
June 13, 2014, with Redwood.
On September 26, 2014, the registrant
issued 100,154,110 shares of common stock to SFH Capital, LLC (“SFH”), in full satisfaction of its remaining obligations
under, and SFH’s election to convert a portion of, the Primco Management, Inc. Five Percent (5%) Convertible Note Dated
as of February 13, 2014, held by SFH.
On September 29, 2014, the registrant
issued 209,583,076 shares of common stock to Southridge Partners II, LP (“Southridge”), in full satisfaction of its
obligations under the Promissory Note in the amount of $100,000, dated September 30, 2013, the subsequent Convertible
Note in the amount of $35,000, dated November 20, 2013, and the Confidential Settlement Agreement and Mutual Release,
dated June 18, 2014, with Southridge.
On September 29, 2014, the registrant
issued 29,917,800 shares of common stock to LG Capital Funding, LLC (“LG”), in partial satisfaction of its obligations
under, and LG’s election to convert a portion of, the Primco Management, Inc. 8% Convertible Redeemable Note Due February
20, 2015 in the amount of $50,000, dated February 20, 2014, held by LG.
On September 29, 2014, the registrant
issued 153,571,429 shares of common stock to Left Coast Pictures, Inc. (“LCP”), in full satisfaction of its obligations
pursuant to an executed Share Purchase Agreement dated February 27, 2014, whereby LCP paid $107,500 cash to the registrant.
On September 29, 2014, the registrant
issued 47,272,700 shares of common stock to Sherry Harden, in full satisfaction of its obligations pursuant to an executed Share
Purchase Agreement dated March 14, 2014, whereby Sherry Harden paid $26,000 cash to the registrant.
On September 29, 2014, the registrant
issued 28,571,429 shares of common stock to Left Coast Pictures, Inc. (“LCP”), in full satisfaction of its obligations
pursuant to an executed Share Purchase Agreement dated March 19, 2014, whereby LCP paid $20,000 cash to the registrant.
On September 29, 2014, the registrant
issued 81,166,666 shares of common stock to Left Coast Pictures, Inc. (“LCP”), in full satisfaction of its obligations
pursuant to an executed Share Purchase Agreement dated March 24, 2014, whereby LCP paid $60,875 cash to the registrant.
On October 2, 2014, the registrant issued
151,677,397 shares of common stock to WHC Capital, LLC (“WHC”), in partial satisfaction of its obligations under its
convertible notes with WHC in the amount of $50,000 on June 27, 2013, in the amount of $100,000 on August 8, 2013, in the amount
of $100,000 on September 8, 2013, in the amount of $50,000 on October 22, 2013, in the amount of $50,000 on November 30, 2013,
and in the amount $50,000 on December 27, 2013; as well its settlement letter agreement with WHC dated May 12, 2014. The registrant
has made the required settlement cash payments of $150,000 to WHC, but is still obligated to issue a fixed number of additional
shares, 128,322,603 shares, to WHC in full satisfaction of its obligations to WHC under the above-described agreements.
The securities issued above were issued
pursuant to exemptions from registration requirements relying on Section 4(2) of the Securities Act of 1933 and upon Rule 506 of
Regulation D of the Securities Act of 1933.
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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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PRIMCO MANAGEMENT INC. |
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Date: October 9, 2014 |
By: |
/s/ David Michery |
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David Michery |
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Chief Executive Officer |
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