U.S. 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): August 19, 2005 Electronic Media Central Corporation (Exact name of registrant as specified in its charter) California 0-32345 33-0795854 ---------- ------- ---------- (state of (Commission File Number) (IRS Employer incorporation) I.D. Number) 413 Avenue G, #1 Redondo Beach, CA 90277 (310) 318-2244 ---------------------------------------------------- (Address and telephone number of registrant's principal executive offices and principal place of business) 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)) Item 3.02 Unregistered Sales of Equity Securities. On August 19, 2005 the registrant, Electronic Media Central Corporation, sold equity securities exceeding 5% of the number of shares outstanding of the class of equity securities sold, as follows: Date of Sale: August 19, 2005. Title of Securities Sold: Common Stock, par value $0.02. Person to Whom Securities Were Sold: George P. Morris, chairman of the board of directors, chief financial officer, and principal shareholder of the registrant. Amount and Type of Consideration: 300,000 shares at $0.15 a share for total cash consideration of $45,000. Exemption: Regulation D, Rule 506. Use of Proceeds: Elimination of Debt. 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. Date: August 22, 2005 ELECTRONIC MEDIA CENTRAL CORPORATION By /s/ George P. Morris ------------------------------------------ George P. Morris, Chairman of the Board of Directors and Chief Financial Officer