$PMCM Form 8-K

Item 1.01 – Entry into a Material Definitive Agreement.On May 2, 2015, the Company entered into a letter of intent with Solgate, Inc. involving the creation of a wholly owned subsidiary and the acquisition of all of Solgate’s tangible and intangible assets, chattels, liabilities, intellectual property, trademarks and URL by that subsidiary. Under this agreement, the Company will issue 80,000,000 common shares to Solgate in consideration for these assets. The new company will operate as a wholly owned subsidiary until it receives regulatory approval, at which point it will then be spun off into a new publicly traded company. As part of the spin-off, the Company will own 20% of the new company’s outstanding common shares after the spin-off is complete.

Once the definitive agreements have been signed, Mr. Vadim Lyubchenko, the CEO of Solgate, will join the Company’s board of directors, and will be made the CEO of the new company until the spin-off is complete.

As soon as practicable after signing the definitive agreements, the Company will file a registration statement with the SEC to register the 80,000,000 common shares issued to Solgate for resale. In addition, the Company will use its best efforts to raise approximately $5,200,000 to further the business plan. If the Company is not able to raise commitments for this financing within 120 days of signing the definitive agreement, then either party may cancel the transaction without any further liability to any other party.

Item 9.01 – Exhibits.

Exhibit 10.1: Letter of Intent between Primco Management, Inc. and Solgate, Inc., signed May 2, 2015.