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) September 8, 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.)
142-757 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))
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Section 1 - Registrant's Business and Operations
Item 1.01 Entry into a Material Definitive Agreement.
1. Chengdu International Airport Contracts
(a) Chengdu Aiport Contract. On August 1, 2006, Guangzhou Titan Media
Company Ltd. entered into that certain Chengdu International Advertising
Contract for 8 large size advertising signage locations and 24 small size
advertising signage locations (the "Chengdu Airport Contract"). Under the terms
of the Chengdu Airport Contract, Titan is required to pay Chengdu Airport US$
6,875(RMB 55,000)/year for each location and and a one year management fee as
security deposit US$24,750(RMB 198,000). The contract is for a term of 8 years.
Titan assigned the Chengdu Airport contract to us for consideration of $1.00. We
expect the Chengdu Airport contract to generate approximately US$10,000,000 in
revenues per year, starting in the 4th quarter of 2006. The assignment was
effectuated through an operating agreement entered into between us and Titan.
See Item 1.01 1(b).
(b) Chengdu Operating Agreement. On September 8, 2006 China Media1 Corp.,
or China Media1entered into an operating agreement with, Guangzhou Titan Media
Company Limited, or Titan, and Guangzhou Chuangrun Advertising Co. Ltd., or 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 Chengdu International Airport for 8 large
size advertising signage locations and 24 small size advertising signage
locations (the "Chengdu 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 Chengdu Airport Contract, including, but not
limited to, trade accounts payable, real property lease obligations, employee
lease obligations, and taxes.
Under the terms of the operating agreement, Titan and China Media1
appointed GZ Chuangrun as exclusive agent for the Chengdu Airport Contract.
China Media1 agreed to pay management fees to GZ Chuangrun for its services as
agent of: 20% of all advertising revenues up to a total of $2.5 million in the
aggregate for all airports under which GZ Chuangrun acts as exclusive agent,
which amount will be increased to $3.0 million beginning in 2007. The management
fees include all daily operating expenses, but do not include project deposits
and upfront fees.
2. Xian Xianyang International Airport Contracts
(a) Xian Aiport Contract. On September 1, 2006, Guangzhou Titan Media
Company Ltd. entered into that certain Xian Xianyang International Advertising
Contract for 12 large size advertising signage locations (the "Xian Airport
Contract"). Under the terms of the Xian Airport Contract, Titan is required to
pay Xian Airport US$4,375 (RMB 35,000)/year for each large size location a one
year management fee as security deposit US$10,500(RMB 84,000). The contract is
for a term of 8 years. Titan assigned the Xian Airport contract to us for
consideration of $1.00. We expect the Xian Airport contract to generate
approximately US$5,000,000 in revenues per year, starting in the 4th quarter of
2006. The assignment was effectuated through an operating agreement entered into
between us and Titan. See Item 1.01 2(b).
(b) Xian Operating Agreement. On September 8, 2006 China Media1 Corp., or
China Media1entered into an operating agreement with, Guangzhou Titan Media
Company Limited, or Titan, and Guangzhou Chuangrun Advertising Co. Ltd., or 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 Xian Xianyang International Airport for
12 large size advertising signage locations (the "Xian 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 Xian
Airport Contract, including, but not limited to, trade accounts payable, real
property lease obligations, employee lease obligations, and taxes.
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Under the terms of the operating agreement, Titan and China Media1
appointed GZ Chuangrun as exclusive agent for the Xian Airport Contract. China
Media1 agreed to pay management fees to GZ Chuangrun for its services as agent
of: 20% of all advertising revenues up to a total of $2.5 million in the
aggregate for all airports under which GZ Chuangrun acts as exclusive agent,
which amount will be increased to $3.0 million beginning in 2007. The management
fees include all daily operating expenses, but do not include project deposits
and upfront fees.
Section 9 - Financial Statements and Exhibits
Item 9.01 Financial Statements and Exhibits.
(c) Exhibits.
Exhibit
Number Description
10.1 Chengdu Airport Agreement
10.2 Chengdu Operating Agreement
10.3 Xian Airport Agreement
10.4 Xian Operating Agreement
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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.
CHINA MEDIA1 CORP.
(Registrant)
Date: September 18, 2006 By: /s/ Ernest Cheung
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Ernest Cheung, President
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