OPMG Options media group

[chuck44l]

14-Nov-2011

Quarterly Report



ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
Company Overview

Options Media had historically been an Internet marketing company providing e-mail services to corporate customers. Additionally, Options Media has a lead generation business and disposed of its SMS text messaging delivery business as discussed below. In 2010, Options Media transitioned by changing its focus to smart phones and acquiring a robust anti-texting program that prohibits people in vehicles from texting, e-mailing, and reading such communications while moving. As part of its focus on mobile software applications, Options Media has also broadened its suite of products by continuing to improve the features of its anti-texting software. In conjunction with this change of focus, in February 2011, Options Media sold its e-mail and SMS businesses as described below. Options Media retained its lead generation business. The unaudited consolidated financial statements contained herein retroactively give effect to the February 2011 sale treating the e-mail and SMS businesses as discontinued operations. The revenues for the three andnine months ended September 30, 2011, consisted almost solely of lead generation revenue.

Our anti-textingSoftware, when active on a mobile phone, prevents the user from texting while driving thereby allowing them to focus on the road. Our anti-texting application is designed to keep teenagers, family members, and people who drive for businesses safe while driving by disabling texting, instant messaging, calling, web browsing, and other phone-based distractions that should not be used while driving. PhoneGuard protects drivers from the dangerous temptation to use their phone while driving.

In May 2011, we entered into agreements with Justin Bieber Brands, LLC and certain associates which led to Justin Bieber agreeing to act as spokesperson for PhoneGuard's anti-texting product. Although the soft launch occurred in July, during the second quarter we finalized our marketing strategy in conjunction with Mr. Bieber's advisors. This led to Options Media offering the base anti-texting product free in order to maximize enrollment in our campaign to reduce the very damaging effects of texting, e-mailing, and talking while driving.

In this soft launch phase, management was extremely encouraged by the fact that there were approximately 15,000 unique downloads of the free product in the first two weeks of launch. At the time of the soft launch, a public safety announcement ("PSA") video featuring Justin Bieber was broadcast via the Internet. The consumer response was extremely positive as there were more than 500,000 YouTube views of this PSA video and nearly 1,000,000 Facebook page views.

We expect that revenue from the PhoneGuard Software will be principally derived from advertising services and subscription fees.Beginning in October 2011, the Company began selling its anti-texting Software via the following offerings:

� PhoneGuard: this version is targeted towards teens and is offered to the user via a one-time download cost and provides standard product offerings. It is an advertising supported model.

� PhoneGuard Family:this version is targeted towards parents and is offered to the user via a one-time download cost. It is a step up from the PhoneGuard model as it provides additional functionality not included within the PhoneGuard model. It is not an advertising supported model.

� PhoneGuard Family Pro:this version is targeted towards parents and is offered to the user via an annual subscription cost. It is a step up from the PhoneGuard Family model as it provides additional functionality via a web portal that is not included within the PhoneGuard Family model. It is not an advertising supported model.

� PhoneGuard Enterprise:this version is targeted towards businesses and is offered via an annual subscription cost. It is a model that has access to the all of the product's available offerings and is customizable to meet the specific needs of each of our client's business. It is not an advertising supported model.



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The aforementioned offerings have the following functionalities:


PhoneGuard PhoneGuard PhoneGuard
PhoneGuard Family Family Pro Enterprise
Text block: Keeps you and
everyone safe while driving by
preventing you from surfing the
web, texting, BBMing or reading
emails X X X X
Custom auto-reply:Alerts whoever
sends you a text message while
you're driving with a customized
message of why you are
unavailable to answer. X X X X
Panic button: Immediately sends a
text message with a panic message
and GPS coordinates that will
open a map with available
administrative phone numbers to
call, or 911 X X X X
Override: Allows administrative
user to enter passcode to unblock
the phone for 30 minutes, even
while driving or in timeout mode X X X X
Advertising enabled:
Advertisements will occur through
auto-reply texts and banners X
Speed control: Allows
administrative user to set a
speed limit to help monitor how
fast you drive. X X X
Emergency call: Shows a list of
administrative phone numbers to
call, including 911. X X X
Request permission: Sends a
message from the phone to the
administrative phone requesting
an override to unblock the phone X X X
Administration control: Allows
administrative user to enter new
administrative phone numbers and
remove old ones X X X
Speed violation alert: Sends a
message from the phone to the
administrative phone with alerts
of excessive speed with a map
link to the violation location X X X
Remember passcode: Allows
administrative user to remember
the passcode so the phone will
bypass the login for all
administrative functions X X X
Custom timeout auto-reply: Allows
administrative user to customize
timeout messages on the phone X X X
Timeout: Allows administrative
user to set timeout periods and
custom timeout messages on the
phone. X X X
Web portal: Users will have
access to additional
functionalities offered through a
web portal X X
Locator/Tracker: Enables the end
user to locate/track their mobile
phone in the event it is lost or
stolen X X
Family/Enterprise View: Enables
administrator to view the
locations of all phones
registered to their portal X X
Geo-fencing: The administrator
may set perimeters and receive
alerts if the cell phone leaves
the designated perimeter. X X
Customizable reporting:
Enterprise's administrator will
have the ability of customizing
canned reports X






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Industry Overview

Currently there are thirty-four (34) states along with the District of Columbiathat ban text messaging for all drivers. Twelve (12) of these laws were enacted in 2010 alone. Nine (9) states along with the District of Columbia prohibit drivers from using handheld cell phones while driving. New research from the Insurance Institute for Highway Safety shows the number of accidents caused by distracted driving actually increased after these laws were passed. We believe these laws strengthen the public's need for our anti-texting Software.

Additionally, research on distracted driving, as reportedon the United States Department of Transportation's official US Government website for distracted driving (http://www.distraction.gov/stats-and-facts/index.html) reveals some surprising facts:

� 20 percent of injury crashes in 2009 involved reports of distracted driving (NHTSA).

� Of those killed in distracted-driving-related crashed 995 involved reports of a cell phone as a distraction (18% of fatalities in distraction-related crashes) (NHTSA).

� In 2009, 5,474 people were killed in U.S. roadways and an estimated additional 448,000 were injured in motor vehicle crashes that were reported to have involved distracted driving (FARS and GES).

� The age group with the greatest proportion of distracted drivers was the under-20 age group - 16 percent of all drivers younger than 20 involved in fatal crashes were reported to have been distracted while driving (NHTSA).

� Drivers who use hand-held devices are four times as likely to get into crashes serious enough to injure themselves (Source: Insurance Institute for Highway Safety).

� Using a cell phone while driving, whether it's hand-held or hands-free, delays a driver's reactions as much as having a blood alcohol concentration at the legal limit of .08 percent (Source: University of Utah).

Critical Accounting Estimates

This discussion and analysis of our consolidated financial condition presented in this section is based upon our unaudited consolidated financial statements which have been prepared in accordance with accounting principles generally accepted in the United States. The preparation of our unaudited consolidated financial statements and related disclosures requires us to make estimates, assumptions and judgments that affect the reported amount of assets, liabilities, revenue, costs and expenses, and related disclosures. We believe that the estimates, assumptions and judgments involved in the accounting policies described below have the greatest potential impact on our unaudited consolidated financial statements and, therefore, consider these to be our critical accounting policies. On an ongoing basis, we evaluate our estimates and judgments, including those related to accrued expenses, allowance for accounts receivable, estimates of depreciable lives and valuation of property and equipment, valuations of discounts on debt,valuation of derivative liabilities, valuation of beneficial conversion features in convertible debt, valuation and amortization periods of intangible assets and software, valuation of goodwill, valuation of stock based compensation and the deferred tax valuation allowance. We base our estimates on historical experience and on various other assumptions that we believe to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. Actual results may differ from these estimates under different assumptions or conditions.

Stock Based Compensation

We adopted the provisions of ASC 718-20-10 Compensation-Stock Compensation Awards Classified as Equity whichestablishes the financial accounting and reporting standards for stock-based compensation plans. As required by ASC 718-20-10, we recognize the cost resulting from all stock-based payment transactions. Stock based compensation is measured at fair value at the time of the grant.



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Valuation of Long-Lived and Intangible Assets and Goodwill

Pursuant to ASC 350-10-05 Intangibles-Goodwill and Other, we assess the impairment of identifiable intangibles, long-lived assets and goodwill annually or whenever events or circumstances indicate that the carrying value of these assets may not be recoverable. Factors we consider include and are not limited to the following:

� Significant changes in performance relative to expected operating results

� Significant changes in the use of the assets or the strategy of our overall business

� Significant industry or economic trends

As determined in accordance with the ASC, if the carrying amount of an intangible asset exceeds its estimated undiscounted future cash flows, the impairment loss is measured as the amount by which the carrying amount exceeds the fair market value of the assets.

Revenue Recognition

We recognize revenue when: (i) persuasive evidence exists of an arrangement with the customer reflecting the terms and conditions under which products or services will be provided; (ii) delivery has occurred or services have been provided; (iii) the fee is fixed or determinable; and (iv) collection is reasonably assured.

In accordance with ASC 605-45-05,we report revenues for transactions in which we are the primary obligor on a gross basis and revenues in which we act as an agent on and earn a fixed percentage of the sale on a net basis, net of related costs. Credits or refunds are recognized when they are determinable and estimable.

Our revenue will principally be derived from advertising services and subscription fees.

Advertising Revenue. We expect to generate advertising revenue primarily from display, audio and video advertising. The Company will generate its advertising revenue through the delivery of advertising impressions sold on a cost per thousand, or CPM, basis. In determining whether an arrangement exists, we ensure that a binding arrangement, such as an insertion order or a fully executed customer-specific agreement, is in place. We generally recognize revenue based on delivery information from its campaign trafficking systems. In addition, we will also generate referral revenue from performance-based arrangements, which may include a user or recipient of an "auto reply" performing some action such as clicking on an advertisement and signing up for a membership with that advertiser. We record revenue from these performance-based actions when it receives third-party verification reports supporting the number of actions performed in the period. We generally have audit rights to the underlying data summarized in these reports.

Subscription and Other Revenue. We will generate subscription services revenue through the sale of its PhoneGuard's anti-texting software. For one-time download fees, revenue will be recognized at the time of payment. For annual subscription fees, subscription revenue will be recognized on a straight-line basis over the subscription period.Options Media offers lead generation programs to assist a variety of businesses with customer acquisition for the products and services they are selling. Options Media pre-screens the leads to meet its clients' exact criteria. Revenue from generating and selling leads to customers is recognized at the time of delivery and acceptance by the customer.

We offer lead generation programs to assist a variety of businesses with customer acquisition for the products and services they are selling. We pre-screen the leads to meet its clients' exact criteria. Revenue from generating and selling leads to customers is recognized at the time of delivery and acceptance by the customer.

PhoneGuard previously sold an older version of anti-texting mobile software under a licensing agreement. Sales to distributors and retailers were recognized at the time of shipment as the software licenses has an indefinite term except if the sale is under a consignment arrangement in which case, we recognize the sale only upon the distributor reselling the software. Sales to consumers over the Internet are recognized on a pro rata basis over the term of the subscription period.



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Options Media sold its e-mail business in February 2011 and receives commission from the purchaser on sales made to Options Media's previous customers. Revenue is recorded when commission is received as there is not enough collection history to record accruals with true-ups to actual. These commissions are reported in discontinued operations. During the three months ended September 30, 2011, the Company has not received any commissions from the purchaser.

Software Costs

The anti-texting software acquired from CSI is not considered to be internally developed software as the anti-texting software did not meet the provisions of the ASC Topic 350 whereinwe purchased such software with the intent to market it to the public. As such, we note that treatment of the cost of the software and future product enhancements are governed by the provisions of ASC 985, Software.At the time the software purchase was finalized,we had a free version of the software released in the app markets for Android and Blackberry. Thus, we determined that it had met the provisions of ASC 985, as (i) it deemed the software to be technologically feasible; and (ii) there were no on-going research and development ("R&D"). Accordingly, we recorded the cost of the software in the line item "Intangible assets, net".

Pursuant to the provisions of ASC 985, we will amortize the capitalized cost utilizing the straight-line method over the three-year estimated useful life of the software.Amortization commenced at the acquisition date, as a free version of the product was available to customers. Future product maintenance and customer support, for the software, will be expensed as incurred. Should the Company begin to enter a product enhancement phase, it will determine at that time if post-R&D phase costs should be capitalized.

Recently Issued Accounting Standards

See Note 2 to our unaudited consolidated financial statements included herein for a discussion of recently issued accounting standards.

Results of Operations

Three Months Ended September 30, 2011 Compared to the Three Months Ended September 30, 2010

Overview

Key highlights for the three months ended September 30, 2011 were as follows:

� In July 2011, the Company received $300,000 for the purchase of 3,000 shares of Series G Preferred Stock. As of September 30, 2011, all 3,000 shares of Series G preferred stock were converted to 30,000,000 shares of common stock.

� In July 2011, the Company received $200,000 (less $16,000 commission fees) in a private placement for the purchase of 20,000,000 shares of common stock.


Period-over-Period Period-over-Period
2011 2010 $ Change % Change
Revenues $ 4,052 $ 294,098 $ (290,046 ) (99 )%




The decrease in revenues was due primarily to lower direct marketing revenues in 2011 compared to 2010. We have turned our attention to the PhoneGuard anti-texting software that was released for sale to the public in October 2011.



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Period-over-Period Period-over-Period
2011 2010 $ Change % Change
Cost of revenues $ - $ 144,524 $ (144,524 ) 100 %
Percentage of revenues 0 % 49 %




There were no costs of revenues in the three month period ended September 30, 2011. The decrease from the comparable prior year period is due to the decrease in direct marketing revenue.


Period-over-Period Period-over-Period
2011 2010 $ Change % Change
Gross profit $ 4,052 $ 149,574 $ (145,522 ) (97 )%
Percentage of revenues 100 % 51 %




The decrease in gross profit was due to the aforementioned decrease in revenue and cost of revenues.


Period-over-Period Period-over-Period
Operating expenses: 2011 2010 $ Change % Change
Compensation and related costs $ 1,632,643 $ 492,396 $ 1,140,247 232 %
Commissions - 29,763 (29,763 ) (100 )%
Advertising 319,614 90,801 228,813 252 %
Rent 49,290 50,094 (804 ) (2 )%
General and administrative 625,693 611,285 14,408 2 %
Impairment of software license 82,500 - 82,500 100 %
Total operating expenses $ 2,709,740 $ 1,274,339 $ 1,435,401 113 %




Compensation and related costs include salaries, payroll related taxes, and stock-based compensation. These expenses increased by $1,140,247 primarily due to an increase in non-cash stock-based compensationof $1,042,717from the following items: (i) the vesting of 337.5 and 42.1875 shares of Series C and Epreferred stock, respectively (discussed in Note 7); (ii) amortization of employee stock option grants made during the prior twelve month period; (iii) stock options granted to our Chairman and Chief Executive Officer; (iv) stock related grants pertaining to the Bieber Agreements and our Chairman, who played a key role in negotiating the Bieber agreements; (v)amortizationof warrants issued to third parties that assisted in the negotiations of the Bieber Agreements; (vi) amortization of stock-based compensation issued to a third party marketing firm that will promote our product; and (vii) amortization of restricted stock.

Commissions declined $29,763 due to the aforementioned decline in revenues.

Advertising expenses increased by $228,813 primarily due tothe following items:
(i) an increase in advertisement agency fees; (ii) the creation of a video production with Justin Bieber and the Brown family, and(iii) the creation of a sweepstakes promotion.

Rent expense declined a nominal $804 due to a renegotiation of our lease agreement.

General and administrative expenses increased $14,408 due to an increase in consulting fees (comprised of independent software programmers, consultants and our interim Chief Operating Officer) and higher legal fees to support new activity, partially offset by decreases investor relations, merchant fees and outside services.

Impairment of software license of $82,500 represented a non-cash charge that resulted from a full impairment of the anti-texting software license pertaining to rights in North, Central, and South Americas. The anti-texting software license was originally acquired for $110,000 in August 2010, and $27,500 had been amortized as of July 2011, leaving a remaining net book balance of $82,500. This software license was disposed and replaced with the purchase of all worldwide rights; see Note 4 for additional information.



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Period-over-Period Period-over-Period
Other income (expense): 2011 2010 $ Change % Change
Change in fair market value of
warrant liability $ 3,442,611 $ - $ 3,442,611 NM
Other income 12,500 - 12,500 NM
Interest expense (7,939 ) (70 ) (7,869 ) NM
Settlement loss (18,795 ) - (18,795 ) NM
Loss on extinguishment of debt (16,117 ) - (16,117 ) NM
Total other income (expense),




net $ 3,412,260 $ (70 ) $ 3,412,330 NM
Change in fair market value of warrant liability increased $3,442,611. Due to the price protection provisions in outstanding warrants, the values were treated as derivative liabilities in our unaudited consolidated financial statements. This results in non-cash gains or losses each quarter during the term of the warrants. We will report a non-cash loss if our common stock price from day one to the last day of a quarter increases. Conversely, we will report a gain if our common stock price decreases. The losses or gains may be substantial. As of September 30, 2011, the closing price of our common stock decreased from the closing price at June 30, 2011, the date we valued the Justin Bieber and associates' warrants. This resulted in a non-cash gain of $3,442,611 from the change in fair market value of the warrant liability. Options Media accounts for the outstanding warrants under guidance of ASC Topic 815 (see Note 2: Accounting for Derivatives).

Other income increased $12,500 due to sublease income that commenced in 2011.

Interest expense increased $7,869 due to the Company entering into notes payable during 2011.

Settlement loss increased $18,795 due to the Company issuing common stock as a single settlement.

Loss on extinguishment of debt increased $16,117 due to an amendment made to a note payable. The debt modification was treated as a debt extinguishment and is discussed in further detail at Note 6.

Income taxes: No tax benefit or expense was recorded for the three months ended September 30, 2011 and 2010.


Period-over-Period Period-over-Period
2011 2010 $ Change % Change
Income (loss) from continuing operations $ 706,572 $ (1,124,835 ) $ 1,831,407 163 %




Income from continuing operations for the three months ended September 30, 2011, increased $1,831,407 from the loss from continuing operations for the comparable prior year period due to the aforementioned factors.



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Period-over-Period Period-over-Period
Non-cash activity: 2011 2010 $ Change % Change
Non-cash change in the fair market value
of a warrant liability resulting from the
change in the trading price of our common
stock $ 3,442,611 $ - $ 3,442,611 100 %
Non-cash stock compensation related to
restricted common stock, stock options,
vested shares of Series C and Epreferred
stock, and prepaid marketing expense (1,104,689 ) (61,972 ) (1,042,717 ) NM
Non-cash charges from amortization,
depreciation, debt discount, and debt
extinguishment (120,939 ) (364,357 ) 243,418 67 %
. . .

[chuck44l]

View: Annual Data | Quarterly Data All numbers in thousands
Period Ending Sep 30, 2011 Jun 30, 2011 Mar 31, 2011 Dec 31, 2010
Total Revenue 4 196 325 202
Cost of Revenue - 136 188 54

Gross Profit 4 60 137 148

Operating Expenses
Research Development - - - -
Selling General and Administrative 2,627 3,623 1,008 735
Non Recurring 83 2,053 - -
Others - - - -

Total Operating Expenses - - - -


Operating Income or Loss (2,706) (5,616) (871) (585)

Income from Continuing Operations
Total Other Income/Expenses Net 3,420 (6,097) - -
Earnings Before Interest And Taxes 715 (11,713) (871) (585)
Interest Expense 8 55 11 (1)
Income Before Tax 707 (11,769) (882) (584)
Income Tax Expense - - - -
Minority Interest - - - -

Net Income From Continuing Ops 707 (11,769) (882) (587)

Non-recurring Events
Discontinued Operations 4 (26) 36 (3,479)
Extraordinary Items - - - -
Effect Of Accounting Changes - - - -
Other Items - - - -


Net Income 710 (11,795) (846) (4,066)
Preferred Stock And Other Adjustments (42) - - -

Net Income Applicable To Common Shares 668 (11,795) (846) (4,066)


Currency in USD.

[chuck44l]

BOCA RATON, FL--(Marketwire -12/15/11)- PhoneGuard, Inc., a subsidiary of Options Media Group Holdings, Inc. (OTCQB: OPMG.PK - News) (Pinksheets: OPMG.PK - News), a leading provider of mobile applications software, today commented on The National Transportation Safety Board (NTSB) proposal calling for a nationwide ban on the use of cell phones and text messaging devices while driving.

"We applaud the NTSB's proposal," said Keith St. Clair, Chairman of PhoneGuard. "PhoneGuard has been at the forefront of building corporate awareness of the growing problem of distracted driving. We are strongly in favor of responsible texting and believe our product suite is uniquely positioned to make a real difference in the epidemic which is currently sweeping our society."

For more information regarding PhoneGuard applications, visit www.PhoneGuard.com, www.facebook.com/PhoneGuard or on Twitter at @Phone_Guard

About PhoneGuard, Inc.
PhoneGuard, Inc., a subsidiary of Options Media Group Holdings, Inc., is a leading provider of mobile applications software. The Company's flagship product, personal security and anti-texting while driving software application suite, is a next-generation software suite with the most robust set of features and functions available today. The software product, which is easily downloadable to mobile phones, allows for GPS tracking of the mobile device in order to calculate the rate of speed of travel. Above certain predetermined speeds, the software will lock the keyboard and prevent the user from emailing, surfing the web or texting. While PhoneGuard's Software is designed to prevent texting while driving, it also offers parents and employers the ability to monitor the driving habits of mobile phone users in order to prevent speeding. www.PhoneGuard.com.

Contact:

Stephanie Prince / Jody Burfening
Lippert/Heilshorn & Associates, Inc.
(212) 838-3777
Email Contact

[chuck44l]

BOCA RATON, FL--(Marketwire -12/19/11)- PhoneGuard, Inc., a subsidiary of Options Media Group Holdings, Inc. (OTCQB: OPMG.PK - News) (Pinksheets: OPMG.PK - News), a leading provider of mobile applications software, today announced that it has expanded its Board of Directors to four members with the appointment of Leo Hindery, Jr., Managing Partner of InterMedia Partners, LP.

"Leo Hindery is an experienced mobile telecom, internet and media veteran and we welcome him to the Board of Directors of PhoneGuard," said Keith St. Clair, Chairman of PhoneGuard. "We look forward to benefiting from Leo's experience and long-standing relationships in the mobile internet space as the company executes its growth strategy and aspires to become the preferred texting and personal security phone application in the marketplace."

Leo Hindery, Jr. (64) is Managing Partner of InterMedia Partners, LP, a New York-based media industry private equity fund. Until 2004, Mr. Hindery was Chairman and Chief Executive Officer of The YES Network, the nation's largest regional sports network, which he founded in 2001 as the television home of the New York Yankees. Before that, Mr. Hindery headed Tele-Communications, Inc. (TCI) until it was merged into AT&T in 1999, at which time he became CEO of AT&T Broadband.

For more information regarding PhoneGuard applications, visit www.PhoneGuard.com, www.facebook.com/PhoneGuard or on Twitter at @Phone_Guard.

About PhoneGuard, Inc.
PhoneGuard, Inc., a subsidiary of Options Media Group Holdings, Inc., is a leading provider of mobile applications software. The Company's flagship product, personal security and anti-texting while driving software application suite, is a next-generation software suite with the most robust set of features and functions available today. The software product, which is easily downloadable to mobile phones, allows for GPS tracking of the mobile device in order to calculate the rate of speed of travel. Above certain predetermined speeds, the software will lock the keyboard and prevent the user from emailing, surfing the web or texting. While PhoneGuard's Software is designed to prevent texting while driving, it also offers parents and employers the ability to monitor the driving habits of mobile phone users in order to prevent speeding. www.PhoneGuard.com.

Forward Looking Statements
This press release contains forward-looking statements including potential revenue from the sale of PhoneGuard products, our belief that the timing of our introduction of the product is optimal and plans for the sale of PhoneGuard. Forward-looking statements can be identified by words such as "anticipates," "intends," "plans," "seeks," "believes," "estimates," "expects" and similar references to future periods. Forward-looking statements are based on our current expectations and assumptions regarding our business, the economy and other future conditions. Because forward-looking statements relate to the future, they are subject to inherent uncertainties, risks and changes in circumstances that are difficult to predict. Our actual results may differ materially from those contemplated by the forward-looking statements. We caution you therefore against relying on any of these forward-looking statements. They are neither statements of historical fact nor guarantees or assurances of future performance. Important factors that could cause actual results to differ materially from those in the forward-looking statements include unanticipated changes to the working relationship between Justin Bieber and PhoneGuard and Cellairis and PhoneGuard, and the willingness and/or the ability of consumers to pay for the paid application.

Further information on Options Media's risk factors is contained in its filings with the Securities and Exchange Commission including its Form 10-K for the year ended December 31, 2010. Any forward-looking statement made by Options Media in this press release speaks only as of the date on which it is made. Factors or events that could cause actual results to differ may emerge from time to time, and it is not possible to predict all of them. The Company undertakes no obligation to publicly update any forward-looking statement, whether as a result of new information, future developments or otherwise, except as may be required by law.

Contact:

Stephanie Prince/Jody Buffering
Lippert/Heilshorn & Associates, Inc.
(212) 838-3777
Email Contact

[chuck44l]

NEW YORK, NY--(Marketwire -01/05/12)- PhoneGuard, Inc., a subsidiary of Options Media Group Holdings, Inc. (OTCQB: OPMG.PK - News) (Pinksheets: OPMG.PK - News), a leading provider of mobile applications software, today announced that the Company will showcase the PhoneGuard product suite at the 2012 International Consumer Electronics Show (CES) in Las Vegas, Nevada, on January 10 - 13, 2012. The International CES trade show hosts more than 330 technology companies and the latest cutting-edge electronic products.

PhoneGuard will exhibit its products alongside Cellairis Franchise Inc., which will market PhoneGuard's products at a growing number of Cellairis cellular accessory outlets around the country. The Cellairis booth will be located at booth #30951 in the South Hall Upper Level of the Las Vegas Convention Center.

"We look forward to showcasing our product suite and establishing new industry relationships at the CES trade show," said Keith St. Clair, Chairman of PhoneGuard. "PhoneGuard's participation at this prestigious event with its highly regarded partner Cellairis, will contribute to building awareness of the PhoneGuard product suite in the marketplace and the Company's mission to decrease distracted driving."

PhoneGuard's robust product suite includes "Personal Security" and "Text Responsibly" platforms, disabling texting, emailing and keyboard functions of a mobile phone while in a vehicle moving faster than 10 miles per hour. Application features available for PhoneGuard, PhoneGuard Family and Family Pro, as well as PhoneGuard Enterprise, include Panic Button, a pre-selected and programmed emergency call function that is activated by simply hitting one key, providing the person receiving the emergency call with a GPS location of the user; Text Block, which prevents the driver from texting while driving or using the phone's keyboard; Speed Control, which enables the phone's administrator to receive text message alerts showing the location and speed of the user's mobile phone; and GeoFencing, allowing the phone's administrator to select geographic boundaries and receive a text message if the phone strays outside of the boundaries. The development of the new Web Portal also gives users unique access to each of these features, as well as GPS locating.

For more information regarding PhoneGuard applications, visit www.PhoneGuard.com, www.facebook.com/PhoneGuard or on Twitter at @Phone_Guard.

About PhoneGuard, Inc.
PhoneGuard, Inc., a subsidiary of Options Media Group Holdings, Inc., is a leading provider of mobile applications software. The Company's flagship product, personal security and anti-texting while driving software application suite, is a next-generation software suite with the most robust set of features and functions available today. The software product, which is easily downloadable to mobile phones, allows for GPS tracking of the mobile device in order to calculate the rate of speed of travel. Above certain predetermined speeds, the software will lock the keyboard and prevent the user from emailing, surfing the web or texting. While PhoneGuard's Software is designed to prevent texting while driving, it also offers parents and employers the ability to monitor the driving habits of mobile phone users in order to prevent speeding. www.PhoneGuard.com.

About Cellairis
At Cellairis, we protect your tech in style! What began as a single, stand-alone unit over 10 years ago is fast becoming the nation's most trusted cellular accessory specialty retailer. Cellairis provides innovative and fashion-forward cases and accessories for all of your mobile devices and tablets. Recently ranked #9 on Franchise Times 2009 "Fast 55" and quickly approaching the opening of their seven hundredth store location across the United States, Canada, and the United Kingdom, Cellairis continues to deliver exceptional, personalized service online and at all of their convenient, cutting-edge store locations.

Cellairis is committed to creating quality products that are socially meaningful and work to enhance the lifeline of your devices. With Cellairis, come to expect more. For more information on Cellairis, please visit www.cellairis.com.

Forward Looking Statements
This press release contains forward-looking statements. Forward-looking statements can be identified by words such as "anticipates," "intends," "plans," "seeks," "believes," "estimates," "expects" and similar references to future periods. Forward-looking statements are based on our current expectations and assumptions regarding our business, the economy and other future conditions. Because forward-looking statements relate to the future, they are subject to inherent uncertainties, risks and changes in circumstances that are difficult to predict. Our actual results may differ materially from those contemplated by the forward-looking statements. We caution you therefore against relying on any of these forward-looking statements. They are neither statements of historical fact nor guarantees or assurances of future performance. Further information on Options Media's risk factors is contained in its filings with the Securities and Exchange Commission including its Form 10-K for the year ended December 31, 2010. Any forward-looking statement made by Options Media in this press release speaks only as of the date on which it is made. Factors or events that could cause actual results to differ may emerge from time to time, and it is not possible to predict all of them. The Company undertakes no obligation to publicly update any forward-looking statement, whether as a result of new information, future developments or otherwise, except as may be required by law.

Contact:
Media
Amity Gay/Kelli Schindelegger
The Zimmerman Agency
(850) 668-2222
Email Contact
Investor Relations
Stephanie Prince / Jody Burfening
Lippert/Heilshorn & Associates, Inc.
(212) 838-3777
Email Contact

[chuck44l]

6-Jan-2012

Unregistered Sale of Equity Securities



Item 3.02 Unregistered Sales of Equity Securities.
On January 5, 2012, Options Media Group Holdings, Inc. (the "Company") issued to each of Dwight Howard and Cole Aldrich warrants to purchase 10 million shares of the Company's Common Stock at an exercise price of $.01 per share. The warrants are fully exercisable from January 5, 2012 to January 5, 2015. The warrants were issued in consideration of $100,000 bridge loans made to the Company by Mr. Howard and Mr. Aldrich. The warrants were issued pursuant an exemption from the registration requirements of the Securities Act of 1933, as amended (the "Securities Act") contained in Section 4(2) of the Securities Act for transactions by an issuer not involving a public offering.

On January 5, 2012 the Company issued to David Loftus warrants to purchase 5 million shares of the Company's Common Stock at an exercise price of $.03 per share. The warrants are fully exercisable from January 5, 2012 to January 5, 2015. The warrants were issued in connection with a Settlement Agreement between the Company and Mr. Loftus. The warrants were issued pursuant an exemption from the registration requirements of the Securities Act contained in Section 4(2) of the Securities Act for transactions by an issuer not involving a public offering.

During the period from December 14, 2011 to January 6, 2012 six persons who held shares of the Company's Series A Preferred Stock converted such shares into an aggregate of 26.5 million shares of the Company's Common Stock. Pursuant to agreements between such stockholders and the Company the conversions were effected at a rate of $.01 per share of Common Stock rather than the conversion rate of $.03 per share provided in the terms of the Series A preferred Stock. The shares of Common Stock were issued pursuant an exemption from the registration requirements of the Securities Act contained in Section 3(a)(9) of the Securities Act for securities exchanged with existing securities exclusively where no commission or other remuneration is paid or give directly or indirectly for soliciting such exchange.

[chuck44l]

18-Jan-2012

Unregistered Sale of Equity Securities



Item 3.02. Unregistered Sales of Equity Securities.
During the period from January 11, 2012 to January 13, 2012 three persons who held shares of the Company's Series A Preferred Stock converted such shares into an aggregate of 8.5 million shares of the Company's Common Stock. Pursuant to agreements between such stockholders and the Company the conversions were effected at a rate of $.01 per share of Common Stock rather than the conversion rate of $.03 per share provided in the terms of the Series A preferred Stock. The shares of Common Stock were issued pursuant an exemption from the registration requirements of the Securities Act contained in Section 3(a)(9) of the Securities Act for securities exchanged with existing securities exclusively where no commission or other remuneration is paid or give directly or indirectly for soliciting such exchange.

[chuck44l]

27-Jan-2012

Entry into a Material Definitive Agreement



Item 1.01. Entry into a Material Definitive Agreement.
On January 25, 2012 Options Media Group Holdings, Inc. (the "Company") entered into an Agreement and Plan of Merger (the "Merger Agreement") with Illume Software, Inc., a Delaware corporation ("Illume") and I Acq Corp., a newly formed Delaware corporation which is a wholly owned subsidiary of the Company ("Merger Sub"), for the acquisition of Illume by the Company. Pursuant to the terms of the Merger Agreement, Merger Sub will merge with and into Illume and Illume will become a wholly owned subsidiary of the Company (the "Merger") and the former securityholders of Illume will receive in exchange for their security holdings in a combination of Illume Series I Preferred Stock (which shall be automatically convertible into shares of the Company's Common Stock upon the filing of Articles of Amendment to the Articles of Incorporation of the Company increasing the number of authorized Common Stock of the Company); Warrants to Purchase shares of the Company's Common Stock, and Stock Rights to acquire additional shares of the Company's Common Stock without the payment of any additional consideration upon the issuance by the Company of Common Stock upon the exercise, exchange or conversion of currently outstanding derivative securities.

The Company and Illume have made various representations and warranties and agreed to specified covenants in the Merger Agreement, including covenants relating to their conduct of business between the date of the Merger Agreement and the closing of the Merger. The Merger Agreement contains certain termination rights of Illume and the Company, including the right of either party to terminate if the Merger shall not have been consummated by February 12, 2012.

The Company's Board of Directors has approved the Merger Agreement.

The consummation of the Merger is subject to customary closing conditions.