Attached files
| file | filename |
|---|---|
| EX-99.4 - Midwest Energy Emissions Corp. | v205566_ex99-4.htm |
| EX-99.3 - Midwest Energy Emissions Corp. | v205566_ex99-3.htm |
| EX-99.2 - Midwest Energy Emissions Corp. | v205566_ex99-2.htm |
| EX-99.1 - Midwest Energy Emissions Corp. | v205566_ex99-1.htm |
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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
Date of
Report (Date of earliest event reported) November 19, 2010
CHINA
YOUTH MEDIA, INC.
(Exact
name of registrant as specified in its charter)
Commission
file number 000-33067
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Delaware
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87-0398271
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(State
or other jurisdiction
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(I.R.S.
Employer
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of
incorporation)
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Identification
No.)
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4143
Glencoe Avenue, Unit B
|
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Marina
Del Rey, CA
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90292
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(Address
of principal
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(Zip
Code)
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executive
offices)
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Registrant’s
telephone number, including area code: (424)
244-1450
Not
applicable
(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)
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¨
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
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¨
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Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
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¨
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Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c))
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Item
1.02 Termination
of a Material Definitive Agreement.
As
disclosed in prior periodic reports, on June 10, 2008 our subsidiary, Youth
Media (Hong Kong) Limited (“YMHK”), entered into a Cooperation Agreement with
China Youth Net Technology (Beijing) Co., Ltd. (“CYN”), China Youth Interactive
Cultural Media (Beijing) Co., Ltd. (“CYI”) and China Youth Net Advertising Co.
Ltd. (“CYN Ads”) to cooperate with each other to develop, build and operate a
fully managed video and audio distribution network under the auspices of CYN
(the “Campus Network”). On July 3, 2009, YMHK entered into a new
Cooperation Agreement, with CYI and CYN Ads which replaced the original
Cooperation Agreement (together referred to as the “Cooperation
Agreement”).
In addition, and as previously
disclosed, on
December 26,
2008, our subsidiaries, YMHK and Youth Media (Beijing) Limited
(“YMBJ”), entered into a Joint Venture Agreement (the “Joint Venture Agreement”)
with CYI and Xinhua Sports & Entertainment Limited (“XSEL”), formerly known
as Xinhua Finance Media Limited, to develop business opportunities contemplated
by the Cooperation Agreement. The Joint Venture Agreement provided working
capital for the purposes of deploying and marketing the Campus Network. The
Joint Venture Agreement provided working capital for a minimum of twelve months
ending December 31, 2009 and provides that YMHK, YMBJ and CYI shall be obligated
on a joint and several basis, following written notice from XSEL, to return,
repay or reimburse, as the case may be, all of the working capital provided by
XSEL, upon demand by XSEL in the sole discretion of XSEL, together with interest
accrued at an annual rate of 7 percent. At September 30, 2010, the Joint
Venture Agreement with XSEL provided $2.47 million in gross
proceeds.
On November 19, 2010, agreements (the
“Termination Agreements”) were signed in China by the respective parties
terminating the Cooperation Agreement and Joint Venture Agreement, as well as a
business and technical services agreement, commercial and technical services
agreement and an advertising agreement which were signed in conjunction with the
Cooperation Agreement. Pursuant to English translations which
we have obtained, each of the Termination Agreements provides that any party to
such Termination Agreement is not responsible for any obligations, debt or
liabilities to any other parties and is not liable or entitled to any
claim. We are still evaluating the full effects of the Termination
Agreements on our business and operations in China.
The
foregoing description of the Termination Agreements are qualified in their
entirety by the full text of such documents, which English translations are
filed as Exhibits 99.1, 99.2, 99.3 and 99.4, respectively, to this report and
incorporated by reference into this Item 1.02.
Item
9.01 Financial
Statements and Exhibits.
Exhibits:
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99.1
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Termination
Agreement dated November 19, 2010 re: Cooperation Agreement (English
translation)
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99.2
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Termination
Agreement dated November 19, 2010 re: Joint Venture Agreement (English
translation)
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99.3
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Termination
Agreement dated November 19, 2010 re: business and technical services
agreement and commercial and technical services agreement (English
translation)
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99.4 Termination
Agreement dated November 19, 2010 re: advertising agreement (English
translation)
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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 YOUTH MEDIA, INC. | ||
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(Registrant)
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Dated:
December 14,
2010
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By:
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/s/ Jay Rifkin
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Name:
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Jay
Rifkin
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Title:
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Chief
Executive
Officer
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