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) January 26, 2006
China Media1 Corp.
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(Exact name of registrant as specified in its charter)
Nevada 000-50193 46-0498798
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(State or other jurisdiction (Commission (IRS Employer
of incorporation) File Number) Identification No.)
141-757 West Hastings Street, Suite 228 Vancouver, BC Canada V6C 1A1
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (778) 881-0939
2020 Main Street, Suite 500, Irvine CA 92614
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(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 (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))
Section 1 - Registrant's Business and Operations
Item 1.01 Entry into a Material Definitive Agreement.
Not applicable.
Item 1.02 Termination of a Material Definitive Agreement.
Not applicable.
Item 1.03 Bankruptcy or Receivership.
Not applicable.
Section 2 - Financial Information
Item 2.01 Completion of Acquisition or Disposition of Assets.
Not applicable.
Item 2.02 Results of Operations and Financial Condition.
Not applicable.
Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an
Off-Balance Sheet Arrangement of a Registrant.
Not applicable.
Item 2.04 Triggering Events That Accelerate or Increase a Direct Financial
Obligation or an Obligation Under an Off-Balance Sheet Arrangement.
Not applicable.
Item 2.05 Costs Associated with Exit or Disposal Activities.
Not applicable.
Item 2.06 Material Impairments.
Not applicable.
Section 3 - Securities and Trading Markets
Item 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or
Standard: Transfer of Listing.
Not applicable.
Item 3.02 Unregistered Sales of Equity Securities.
Not applicable.
Item 3.03 Material Modification to Rights of Security Holders.
Not applicable.
Section 4 - Matters Related to Accountants and Financial Statements
Item 4.01 Changes in Registrant's Certifying Accountant.
Not applicable.
Item 4.02 Non-Reliance on Previously Issued Financial Statements or a Related
Audit Report or Completed Interim Review.
Not applicable.
Section 5 - Corporate Governance and Management
Item 5.01 Changes in Control of Registrant.
Not applicable.
Item 5.02 Departure of Directors or Principal Officers; Election of Directors;
Appointment of Principal Officers.
(a) On January 26, 2006, Edwon Lam's resignation as a Director of China Media1
Corp. was accepted by the Board of Directors. Mr. Lam's resignation was not
based on any disagreement with us on any matter relating to our operations,
policies or practices.
(b) On January 26, 2006, Ernest Cheung resigned from his position as Chief
Financial Officer. Mr. Cheung's resignation was not based upon any disagreement
with us on any matter relating to our operations, policies or practices. Mr.
Cheung will continues to serve as our President and Chief Operating Officer.
(c) On January 26, 2006 our Board of Directors reconfigured the officer
structure of China Media1 Corp. as follows: Adrian Hanxiong Cai, our former
President was appointed as Chief Executive Officer; (ii) Ernerst Cheung, our
former Chief Financial Officer was appointed as President and Chief Operating
Officer and (iii) Danny Hon was appointed as Chief Financial Officer. There is
currently no employment agreement with Mr. Hon and compensation terms are being
negotiated.
Danny C. Hon, 44, was appointed as a Director and our Chief Financial Officer on
January 26, 2006. Mr. Hon will devote approximately 30% of his time to the
position of Chief Financial Officer. Mr. Hon is a Certified General Accountant
that has over 20 years of experience in accounting and finance experience. Mr.
Hon has been an Associate member of The Certified General Accountants
Association of Canada since 1994 as well as a Certified Financial Planner since
1998. Mr. Hon has been a Fellow member of The Association of Chartered Certified
Accountants of United Kingdom since 1992 and The Hong Kong Institute of
Certified Public Accountants since 1999. Mr. Hon received his Master of Science
in Administration from Central Michigan University of USA in 2000.
Mr. Hon has various international accounting and finance exposures through
working with various companies in Hong Kong and Canada. Mr. Hon has been a
partner of Hon & Wong, Certified General Accountants since 1996 and is
specialized in financial reporting of companies listed on North America. Mr. Hon
also serves as Chief Financial Officer for Maxy Gold Corp. (MXD.V) and
Silvercorp Metals, Inc. (SVM.TO), both on a part time basis.
(d) On January 26, 2006, pursuant to a resolution our Board of Directors
appointed Danny Hon as a Director to fill the vacancy created by Mr. Lam's
resignation.
Item 5.03 Amendments to Articles of Incorporation or Bylaws: Change in Fiscal
Year.
Not applicable.
Item 5.04 Temporary Suspension of Trading Under Registrant's Employee Benefit
Plans.
Not applicable.
Item 5.05 Amendments to the Registrant's Code of Ethics, or Waiver of a
Provision of the Code of Ethics.
Not applicable.
Section 6 - [Reserved]
Not applicable.
Section 7 - Regulation FD
Item 7.01 Regulation FD Disclosure.
Not applicable.
Section 8 - Other Events
Item 8.01 Other Events.
Not applicable.
Section 9 - Financial Statements and Exhibits
Item 9.01 Financial Statements and Exhibits.
(a) Financial Statements of Businesses Acquired.
Not applicable.
(b) Pro Forma Financial Information.
Not applicable.
(c) Exhibits.
Exhibit
Number Description
Not applicable.
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 MEDIA1 CORP.
(Registrant)
Date: February 15, 2006 By: /s/ Ernest Cheung
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Ernest Cheung, President