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

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 January 29, 2010, iMedia International, Inc. (the “Registrant”) entered into an interim financing agreement for $150,000 with an existing investor, Sawtooth Properties LLLP, to allow for immediate working capital until a larger financing of $2,500,000 was completed with CH Trust. The actual funding date for this interim financing was 2/1/2010. As of May 17, 2010 iMedia International had not received funding from CH Trust to address it’s financial obligation to Sawtooth Properties LLLP. Registrant and Sawtooth Properties LLLP have agreed, as of May 19, 2010, to an extension to service this financial obligation and to allow for forthcoming investment from CH Trust to occur by May 28,2010. Sawtooth Properties LLLP will receive an additional 100,000 warrants at a conversion price set by the trading price of iMedia International stock at the end of the trading day on 5/20/10. This loan term agreement extension will end on 6/1/2010 at the end of business day. If Registrant is not in receipt of funding from CH Trust by the 6/1/2010 date to maintain operations it will likely enter into liquidation proceedings based on a lack of operating capital to sustain the company past June 15, 2010.

Item 9.01 Financial Statements and Exhibits.

(c) Exhibits.

Exhibit No.		Document
Exhibit 9.1		Loan Terms Agreement (Amendment 3)

     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.

iMEDIA INTERNATIONAL, INC.
By:		/s/ Henry Williamson
		Henry Williamson
		Chairman
		Chief Executive Officer
		Dated: May 20, 2010