UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549
FORM 8
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): November 8 2004
NEW MEDIA, INC.
----------------------------
(Exact name of registrant as specified in its charter)
Delaware 000-49989 03-0459613
(State or other jurisdiction (Commission (IRS Employer
of incorporation) File Number) Identification No.)
120 North Cedar St. | Suite 3809
Charlotte, NC 28202
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(Address of Principal Executive Offices including Zip Code)
704-547-7090
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(Issuer's Telephone Number)
Item 1. Changes in Control of Registrant.
None
Item 2. Acquisition or Disposition of Assets
To prevent confusion, and to streamline operations, the Corporation
approved terminationof the Management and Plan of Merger Agreement
with Thorobred Entertainment, Inc. dated on or about the 30th of
September, 2003. The Corporation approved the return of 500,000
shares of common stock to the Treasury of New Media, Inc. effective
as of 12/1/2003. The stock was previously issued to Thorobred
Entertainment, Inc.The Corporation approved the establishment of
Thorobred Entertainment, Inc. as a wholly owned subsidiary of
New Media, Inc. with 100% of Thorobred Entertainment, Inc. shares
wholly owned by New Media, Inc.
To prevent confusion, and to streamline operations, the Corporation
approved termination of the Management and Plan of Merger Agreement
with Realty Development Corporation dated on or about the 23rd
of July, 2003. The Corporation approved the return of any shares of
common stock previously issued to Realty Development Corporation to
the Treasury of New Media, Inc. effective as of 12/1/2003. The
Corporation approved the establishment of Realty Development
Corporation as a wholly owned subsidiary of New Media, Inc.
with 100% of Realty Development Corporation shares wholly owned
by New Media, Inc.
Item 3. Bankruptcy or Receivership
None
Item 4. Changes in Registrant's Certifying Accountant
None
Item 5. Other Events
None
Item 6. Resignations of Registrant's Directors
None
Item 7. Financial Statements and Exhibits
None
Index to Exhibits
Exhibit Description
- - - ------- -----------
None
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.
NEW MEDIA, INC.
-----------------------------
(Registrant)
Date: 8 November 2004 /s/ Alton Perkins
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Alton Perkins, Chief Executive
Officer
NOVATION
THIS AGREEMENT is made by this 5th day of May, 2004 by and between
New Media, Inc., a business corporation incorporated under the laws
of the State of Delaware with its principal office located at 120
North Cedar Street, Suite #3809, Charlotte, North Carolina 28202
('Company') and Thorobred Entertainment, Inc., a business corporation
incorporated under the laws of the State of Delaware with its principal
office located at 120 North Cedar Street, Suite #3809, Charlotte,
North Carolina 28202 ('Thorobred').
The parties stipulate and recite that:
The Company and Thorobred entered into a contract, referred to as the
'The Management and Plan of Merger' on or about February 4th, 2003.
A copy of the said Agreement is attached hereto and incorporated herein
by reference.
Company and Thorobred desire that the obligations owed by each to the
other under The Management and Plan of Merger Agreement be extinguished.
For the reasons recited above and in consideration of the mutual
covenants contained in this Novation, the parties agree as follows:
The Company and Thorobred, and each of them, relinquish any claim that
either party held or may have held under the terms of the MANAGEMENT
AND PLAN OF MERGER AGREEMENT.
Thorobred shall upon execution hereof tender back to Company the
Certificate(s) representing five hundred thousand (500,000) shares
of the common stock of Company. The Parties agree that this action is
effective as of 12/1/03.
BY CAUSING THIS AGREEMENT TO BE EXECUTED HERE BELOW, THE PARTIES
ACKNOWLEDGE THAT THEY HAVE READ THIS AGREEMENT, UNDERSTAND IT,
AND AGREE TO BE BOUND BY ITS TERMS AND CONDITIONS.
IN WITNESS WHEREOF, Company and Thorobred have executed this Agreement
in multiple duplicate originals.
AGREED TO & ACCEPTED BY: AGREED TO & ACCEPTED BY:
New Media, Inc. Thorobred Entertainment, Inc.
By: /s/ Date_________ By: /s/ Date ________
Alton Perkins, CEO Loretta Perkins, President
__________________________ _______________________________
Witness Witness
STATE OF NORTH CAROLINIA
________________, SS.
May ____, 2004
Alton Perkins, CEO of New Media, Inc. appeared before me and acknowledged
his execution of the foregoing instrument to be the free act and deed
of New Media, Inc., a Delaware corporation.
Before me,
__________________________________
Notary Public
My commission expires:
STATE OF NORTH CAROLINIA
________________, SS.
May ____, 2004
Loretta Perkins, President of Thorobred Entertainment, Inc. appeared
before me and acknowledged her execution of the foregoing instrument
to be the free act and deed of Thorobred Entertainment, Inc., a Delaware
corporation.
Before me,
__________________________________
Notary Public
My commission expires:
NOVATION
THIS AGREEMENT is made by this 5th day of May, 2004 by and between
New Media, Inc., a business corporation incorporated under the laws of
the State of Delaware with its principal office located at 120 North
Cedar Street, Suite #3809, Charlotte, North Carolina 28202 ('Company')
and Realty Development Corp, a business corporation incorporated under
the laws of the State of Delaware with its principal office located at
120 North Cedar Street, Suite #3809, Charlotte, North Carolina
28202 ('Realty').
The parties stipulate and recite that:
The Company and Realty entered into a contract, referred to as the
'The Management and Plan of Merger' on or about February 2nd, 2003.
A copy of the said Agreement is attached hereto and incorporated herein
by reference.
Company and Realty desire that the obligations owed by each to the
other under The Management and Plan of Merger Agreement be extinguished.
For the reasons recited above and in consideration of the mutual
covenants contained in this Novation, the parties agree as follows:
The Company and Realty, and each of them, relinquish any claim that
either party held or may have held under the terms of the MANAGEMENT AND
PLAN OF MERGER AGREEMENT.
Realty shall upon execution hereof tender back to Company no Certificate(s)
representing zero shares of the common stock of Company. The Parties agree
that this action is effective as of 12/1/03.
BY CAUSING THIS AGREEMENT TO BE EXECUTED HERE BELOW, THE PARTIES
ACKNOWLEDGE THAT THEY HAVE READ THIS AGREEMENT, UNDERSTAND IT, AND AGREE
TO BE BOUND BY ITS TERMS AND CONDITIONS.
IN WITNESS WHEREOF, Company and Realty have executed this Agreement
in multiple duplicate originals.
AGREED TO & ACCEPTED BY: AGREED TO & ACCEPTED BY:
New Media, Inc. Realty Development Corp.
By: /s/ Date_________ By: /s/ Date ________
Alton Perkins, CEO Loretta Perkins, President
_______________________ ________________________
Witness Witness
STATE OF NORTH CAROLINIA
________________, SS.
May ____, 2004
Alton Perkins, CEO of New Media, Inc. appeared before me and
acknowledged his execution of the foregoing instrument to be the
free act and deed of New Media, Inc., a Delaware corporation.
Before me,
__________________________________
Notary Public
My commission expires:
STATE OF NORTH CAROLINIA
________________, SS.
May ____, 2004
Loretta Perkins, President of Realty Entertainment, Inc. appeared
before me and acknowledged her execution of the foregoing instrument
to be the free act and deed of Realty Entertainment, Inc., a Delaware
corporation.
Before me,
__________________________________
Notary Public
My commission expires: