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 16, 2006
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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 328, Vancouver, B.C. Canada V6C 1A1
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (778) 881-0939
None
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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.
(a) SZ Airport Contract. On January 16, 2006, Guangzhou Titan Media
Company Ltd. ("Titan") entered into that certain Shenzhen Baoan International
Advertising Contract with Shenzhen City Airport Company Limited ("SZ Airport")
for 12 large size advertising signage locations and 24 regular size advertising
signage locations (the "SZ Airport Contract"). Under the terms of the SZ Airport
Contract, Titan is required to pay SZ Airport US$ 12,400 (RMB 100,000)/year for
each large size location and US$ 8,640(70,000RMB) for each small size location
and a one year management fee as security deposit US$ 355,120(RMB 2,880,000).
The contract is for a term of 10 years. Titan assigned the SZ Airport Contract
to us for consideration of 10,000,000 shares of our common stock. We expect the
SZ Airport Contract to generate US$ 8 to 10 million in revenues per year,
starting in quarter 2, 2006. The assignment was effectuated through an operating
agreement entered into between us and Titan. See Item 1.01(b).
(b) Operating Agreement. On February 28, 2006 China Media1 Corp. entered
into an operating agreement with Titan and Guangzhou Chuangrun Advertising Co.
Ltd., ("GZ Chuangrun"). GZ Chuangrun is owned by China Media1's Chief Executive
Officer, Mr. Cai Hanxiong.
Under the terms of the operating agreement, Titan has assigned and
transferred to China Medial all revenues generated from the operations relating
to the agreement between Titan and the Shenzhen Baoan International Airport for
12 large size advertising signage locations and 24 regular size advertising
signage locations (the "SZ Airport Contract"). Further, China Media1 has agreed
to pay from such revenues assigned to China Media1 all of the operating expenses
of GZ Chuangrun incurred relating to SZ Airport Contract, including, but not
limited to, trade accounts payable, real property lease obligations, employee
obligations, and taxes.
Under the terms of the operating agreement, Titan and China Media1
appointed GZ Chuangrun as exclusive agent for the SZ Airport Contract. China
Media1 agreed to pay management fees to GZ Chuangrun of U.S. $100,000 per
quarter, beginning on quarter 2, 2006 as compensation for GZ Chuangrun acting as
agent. The management fees include all daily operating expenses, but do not
include project deposits and upfront fees.
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.
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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.
Assignment of SZ Airport Contract. In accordance with the assignment of
the SZ Airport Contract referred to in Item 1.01 above, we agreed to issue
10,000,000 shares of our common stock to Titan at a deemed price of $ 2.00 per
share. This issuance will be exempt under Section 4(2) of the Securities
Exchange Act of 1933, as amended.
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.
Not applicable.
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.
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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.
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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
10.1 SZ Airport Agreement
10.2 Agreement between China Media1,
GZ Chuangrun and Titan
10.3 Operating Agreement
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: March 21, 2006 By: /s/ Ernest Cheung
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Ernest Cheung, President