UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

FORM 8-K

CURRENT REPORT
Pursuant to Section 13 or 15 (d) of the Securities Exchange Act of 1934

iMEDIA INTERNATIONAL, INC.

(Exact name of Registrant as specified in charter)

Delaware (State or other jurisdiction of incorporation)		000-50159 (Commission File Number)		56-2428786 (IRS Employer Identification Number)

1721 21^st Street
Santa Monica, California 90404
(Address of principal executive offices)

Registrant’s telephone number, including area code: (310) 453-4499

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).

o     Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o     Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o     Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)).

o     Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13(e)-4(c))

 

 

TABLE OF CONTENTS

Item 1.01 Entry Into a Material Definitive Agreement
Item 9.1 Exhibit
EX-9.1

Table of Contents

This Current Report on Form 8-K and other reports filed by the Registrant from time to time with the Securities and Exchange Commission (collectively the “Filings”) contain forward looking statements and information that are based upon beliefs of, and information currently available to, the Registrant’s management, as well as estimates and assumptions made by the Registrant’s management. When used in the Filings the words “anticipate”, “believe”, “estimate”, “expect”, “future”, “intend”, “plan” or the negative of these terms and similar expressions as they relate to the Registrant or the Registrant’s management identify forward looking statements. Such statements reflect the current view of the Registrant with respect to future events and are subject to risks, uncertainties, assumptions and other factors relating to the Registrant’s industry, operations and results of operations and any businesses that may be acquired by the Registrant. Should one or more of these risks or uncertainties materialize, or should the underlying assumptions prove incorrect, actual results may differ significantly from those anticipated, believed, estimated, expected, intended or planned.

SECTION 1 — REGISTRANT’S BUSINESS AND OPERATIONS

Item 1.01 Entry Into a Material Definitive Agreement.

On November 3, 2010 iMedia International, Inc. (the “Registrant”) entered into a financing agreement for $25,000 with an existing investor, Sawtooth Properties LLLP, to allow for working capital and fees towards an assignment for the benefit of creditors. That assignment process has been delegated to Sherwood Partners Inc; and an engagement letter has been signed by both iMedia International Inc, and Sherwood Partners Inc. As of November 5, 2010, iMedia International Inc. has not received contractual funding from either CH Trust, or the agreed financing from The BlackPool Group, both which had contractually committed funds to Registrant to address it financial obligations. Registrant has placed all assets of Hollywood Previews Inc. as collateral for this current Promissory Note with Sawtooth Properties LLLP. The assignment for the benefit of creditors proceedings are imminent based on the lack of operating capital due to the aforementioned financing default from The BlackPool Group and CH Trust.

SECTION 9 — FINANCIAL STATEMENTS AND EXHIBITS

Item 9.01 Financial Statements and Exhibits.

(c) Exhibits.

Exhibit No.		Document
Exhibit 9.1		Secured Promissory Note

     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.