UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 8-K/A
CURRENT REPORT PURSUANT
TO SECTION 13 OR 15(D) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of report (Date of earliest event reported):
June 28, 2006
CHINA MEDIA NETWORKS INTERNATIONAL, INC.
(Exact name of registrant as specified in its charter)
Nevada | 0-27084 | 86-0214815 |
(State or other jurisdiction of incorporation) | (Commission File Number) | (I.R.S. Employer Identification No.) |
| | |
237 Cedar Hill Street
Marlboro, MA 01752
(Address of principal executive offices) (Zip Code)
(508) 597-6300
(Registrant's telephone number, including area code)
N/A
(Former name or former address, if changed since last report)
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 (seeGeneral 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)) |
Introductory Note
Pursuant to Rule 12b-15 of the Rules and Regulations under the Securities Exchange Act of 1934, as amended, this Form 8-K/A is being filed to accurately report the number of shares of Common Stock (as defined below) underlying certain of the warrants reported as sold by the Registrant (as defined below) in the transactions described herein. As reported herein, the number of shares of Common Stock underlying each of the Vicis Warrants (as defined below) is 8,000,000, not 800,000 as inadvertently reported in a Form 8-K filed by the Registrant on June 29, 2006.
Item 1.01. | Entry into a Material Definitive Agreement. |
Item 3.02. | Unregistered Sales of Equity Securities. | |
On June 28, 2006, China Media Networks International, Inc. (the "Registrant") entered into a Securities Purchase and Exchange Agreement (the "Purchase Agreement") with Vicis Capital Master Fund, one of its existing shareholders ("Vicis"). Pursuant to the Purchase Agreement, the Company sold to Vicis (i) a 6% senior secured convertible debenture in the original principal amount of $2,000,000 (the "Vicis Debenture"), (ii) a warrant to purchase 8,000,000 shares of the Registrant's common stock, par value $0.0001 per share (the "Common Stock"), exercisable for five years at a price of $0.345 per share, and (iii) a warrant to purchase 8,000,000 shares of Common Stock, exercisable for five years at price of $0.375 per share (collectively with the warrant described in the foregoing clause (ii), (the "Vicis Warrants"). As consideration therefor, Vicis paid the Registrant $1,700,000 cash less $60,000 for incurred expenses and surrendered a convertible note in the principal amount of $300,000 previously sold by the Registrant to Vicis on May 3, 2006 and 1,994,419 shares of Common Stock. On June 28, 2006, the Registrant also issued to FP Associates, a consultant of the Registrant, a warrant to purchase 300,000 shares of Common Stock, exercisable for five years at a price of $0.01 per share (the "FP Associates Warrant") in consideration for services rendered to the Registrant.
The Vicis Debenture matures in June 2008 and accrues interest at the rate of six percent (6%) per annum. The outstanding principal and accrued but unpaid interest under the Vicis Debenture is convertible into shares of Common Stock at any time prior to maturity at a conversion rate of $0.207016 per share.
The Registrant relied upon Rule 506 of Regulation D of the Securities Act of 1933, as amended, for the issuance of the Vicis Debenture, the Vicis Warrants and the FP Associates Warrant.
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 hereunto duly authorized.
CHINA MEDIA NETWORKS INTERNATIONAL, INC.
| By: | /s/ Brian Lesperance |
| Brian Lesperance
President | |
| | | | |
