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): October 1, 2007
TRIMEDIA ENTERTAINMENT GROUP, INC.
(Exact Name of Small Business Issuer as Specified in its Charter)
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DELAWARE 14-1854107
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(State or other jurisdiction of (IRS Employer
Incorporation or Organization) Identification No.)
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333 EAST LANCASTER AVENUE, SUITE 411 19096
WYNNEWOOD, PENNSYLVANIA
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(Address of principal executive offices) (Zip Code)
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(215) 426-5536
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(Issuer's Telephone Number, including Area Code)
(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:
[_] 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))
ITEM 1.01. ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT
On October 1, 2007 the Company entered into an Agreement and Plan of Merger (the
" Merger Agreement") by and among the Company, TriMedia Acquisition Corp., a
wholly owned subsidiary of the Company ("Merger Subsidiary") and VGB Media,
Inc.(VGB"). The Merger Agreement provides for the merger ("Merger") of Merger
Subsidiary into VGB with VGB as the surviving corporation. In connection with
the Merger, the shareholder of VGB will receive10,000 shares of our newly
authorized Series A Convertible Preferred Stock ("Preferred Shares"). Each share
is convertible into 6,418 shares of our Common Stock or a total of 64,180,000
shares of our Common Stock. This will represent approximately 40 % of our shares
on the effective date of the Merger on a fully diluted basis as defined in the
Merger Agreement (assuming conversion of the Preferred Shares on such date). The
Preferred Shares will have voting rights equivalent to the Common Stock into
which these shares are convertible. VGB is a newly formed company with
substantially no assets or liabilities. It has entered into a distribution
agreement and intends to engage in the production, distribution and marketing of
entertainment related content after the Merger. The Merger Agreement provides,
as a condition of the closing, that Christopher Schwartz, the present sole
director of our board of directors, resign and the nominees of VGB elected as
our directors. Messrs Jason Meyers and Salvatore Farina are the nominees of VGB.
All current officers will also resign upon the closing of the Merger.
As a further condition of the closing of the Merger, we must complete a
restructuring pursuant to the terms of a Restructuring Agreement entered into as
of October 1, 2007, by and among the Company, 1025 Investments, Inc., IL
Resources, Inc., Christopher Schwartz, SPH Investments; Capital Growth
Investments and Rufftown Entertainment, Inc. (the "Restructuring Agreement").
The Restructuring Agreement provides that (i) certain creditors of the Company
will convert a portion of their indebtedness into 46,000,000 shares of Common
Stock of the Company; (ii) all the assets of Company will be contributed to a
newly formed Delaware corporation ("Newco") in which ((A) the Company will have
a 19% economic interest owned through a class of non-voting common stock with an
option to acquire additional interests and (B) the aforesaid creditors will (I)
initially have an 81% economic interest and the full voting interest represented
by a class of voting common stock and (II) a $4,800,000 preference represented
by a newly designated series of preferred stock of Newco and (iii) significantly
all liabilities of Parent prior to the closing date or arising from the
continuing business will be assumed by Newco.
Aside from our interest in Newco, after the Merger and closing of the
restructuring our business will consist of the music business VGB intends to
conduct.. It has entered into one distribution agreement.
The foregoing description of the Merger and the restructuring is qualified in
its entirety by reference to the Merger Agreement and its exhibit and the
Restructuring Agreement and its exhibits all filed as Exhibits hereto and is
incorporated herein by reference.
ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS.
(b) EXHIBITS.
The following Exhibits are filed as part of this report.
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2.5 Agreement and Plan of Merger between by and among the Company,
TriMedia Acquisition Corp. and VGB Media, Inc.
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10.48 Restructuring Agreement entered into as of October 1, 2007, by and
among the Company 1025 Investments, Inc., IL Resources, Inc.,
Christopher Schwartz, SPH Investments; Capital Growth Investments
and Rufftown Entertainment, Inc.
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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 hereunto duly authorized.
TRIMEDIA ENTERTAINMENT GROUP, INC.
Date: October 5, 2007 By: /s/ Christopher Schwartz
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Christopher Schwartz
Chief Executive Officer