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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: August 18, 2010
(Date of earliest event reported)
PMX Communities, Inc.
(Exact name of registrant as specified in its charter)
Nevada 333-161699 80-0433114
(State or other jurisdiction (Commission File Number) (IRS Employer
of incorporation) Identification No.)
7777 Glades Road, Suite 100
Boca Raton, FL 33434
(Address of principal executive offices (zip code)
561-245-4605
(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):
___ Written communications pursuant to Rule 425 under the Securities
Act (17 CFR 230.425)
___ Soliciting material pursuant to Rule 14a-12 under the Exchange Act
(17 CFR 240.14a-12)
___ Pre-commencement communications pursuant to Rule 14d-2(b) under
the Exchange Act (17 CFR 240.14d-2(b))
___ Pre-commencement communications pursuant to Rule 13e-4(c) under
the Exchange Act (17 CFR 240.13e-4(c))
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Item 1.01 Entry into a Material Definitive Agreement
On August 18, 2010, the registrant entered into a financing agreement
with Goldex Capital Resources. Pursuant to the agreement, Goldex
Capital Resources has a right of first refusal to invest $1,000,000 in
project(s) which may be undertaken and funded in special purpose
entities to be organized by the registrant. Goldex Capital will not
receive any debt or equity in the registrant in exchange for the
financing, but has agreed to fund two-thirds of the initial capital
requirements of the project(s) in exchange for an initial one-third
participation interest in each project. The acceptance of each project
shall be made by Goldex Capital on a case-by-case basis.
On October 5, 2010, Goldex Capital exercised its first option for
project participation by agreeing to contribute an initial $60,000
capital contribution in PMX Gold ATM to be formed as a Florida LLC, for
the development of certain business opportunities, licenses and
distribution rights relative to the GOLD to go(r) vending machine
contract with Ex Oriente Lux as described below under item 8.01.
On October 11, 2010, the registrant formed the above described
subsidiary, PMX Gold ATM, LLC, a Florida limited liability company.
The registrant assigned its rights in the EOL/Gold-to go contract to
the subsidiary. Goldex Capital holds a 300 unit membership interest in
the subsidiary and the registrant holds a 600 unit membership interest
in PMX Gold ATM through its wholly owned PMX Gold, LLC operating
subsidiary.
Item 3.02 Unregistered Sales of Equity Securities
On August 18, 2010, the registrant sold 2,750,000 restricted common
shares to ALEH Investments, LLC, a sophisticated investor at $.0375 per
common share for a total of $103,125. The registrant granted the
investor piggyback registration rights whereby the registrant will
include the investor's common shares in any public offering the
registrant conducts. The registrant will bear all costs of the
registration of investor's common shares.
The common shares were sold pursuant to an exemption from registration
under Section 4(2) of the Securities Act of 1933.
Item 8.01 Other Items
On September 2, 2010, the registrant entered into a preliminary
agreement with Ex Oriente Lux establishing an initial agency
relationship for the purpose of developing proposals for licensing and
franchise agreements for the GOLD to go(r) vending machine and to conduct
exclusive test marketing of the vending machine in the state of
Florida. Subsequent to the signing of the agreement, the registrant
paid a non-refundable deposit of 10,000 Euros to EOL to be applied to
the first vending machine(s) to be ordered by the registrant. The
registrant is currently in final negotiations regarding the EOL test
marketing and licensing agreement.
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The GOLD to go(r) ATM vending machine is an unmanned point of sale unit
that dispenses various gold bullion products which includes, but is not
limited to, gold bars of various denominations between 1 and 250 grams,
American Eagles and Kruggerands, based on constantly updated real time
market pricing information. Prices are updated every 10 minutes to be
consistent with world supply.
EOL is a subsidiary of Geissler C-B-T GmbH, a German limited liability
company. EOL's business plan includes the development of business
activities in the field of precious metals including the development of
the GOLD to go(r) vending machine for the retail sale of gold bullion and
related products. EOL presently has vending machines operating in
Spain, Italy, Germany and the United Arab Emirates, and desires to
expand the use of its' vending machines throughout the world through
the sale of franchises, licenses and other commercial arrangements.
On September 28, 2010, the registrant formed PMX Gold, LLC, a Florida
limited liability company as a wholly owned subsidiary of the
registrant to assist with evaluating and pursuing opportunities within
the Gold Mining and Retail Gold Sales Industries. Pursuant to the
above referenced Financing Agreement with Goldex Capital Resources, PMX
Gold, LLC will maintain the registrant's ownership in PMX Gold ATM, and
manage PMX Gold ATM on behalf of the members.
Item 9.01 Financial Statements and Exhibits
Exhibit 10.1 Financing Agreement dated August 18, 2010 by and between
Goldex Capital Resources and the registrant
Exhibit 10.2 Agreement dated September 2, 2010 by and between Ex
Orlente Lux AG and the registrant
Exhibit 10.3 Agreement dated October 5, 2010 by and between Goldex
Capital Resources, LLC, the registrant, PMX Gold ATM, LLC and PMX Gold,
LLC
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 hereunto duly authorized.
Dated: October 19, 2010
PMX COMMUNITIES, INC.
By: /s/Michael C. Hiler
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Name: Michael C. Hiler
Title: Chief Executive Officer
