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

BNET MEDIA GROUP, INC.

(Exact name of registrant as specified in its charter)

122 West 26th Street, 5th Floor

New York, NY 10001

(Address of principal executive offices)  (zip code)

(917) 720-3541

(Registrant’s telephone number, including area code)

 (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:

   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))

Bnet Media Group, Inc.

Form 8-K

Current Report

ITEM 5.03

Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year

Creation of Series B, C and D Preferred Stock

On June 28, 2013, the Company, by unanimous written consent of the Directors approved the creation of multiple series of preferred stock and adopted the Designation of Rights, Preferences and Privileges for the 2013 Series B, C & Preferred Stock (the “Series B, C & D Preferred Stock”). The key rights and preferences associated with the Series B, C & D Preferred Stock are summarized below:

1.

Number in each Series. The B, C & D Preferred Stock is as follows: (i) Series B Preferred Stock consisting 20,000,000 shares, $0.001 par value (the “2013 Series B Preferred Stock”); (ii) Series C Preferred Stock consisting 20,000,000 shares, $0.001 par value (the “2013 Series C Preferred Stock”), and (iii) Series D Preferred Stock consisting 20,000,000 shares, $0.001 par value (the “2013 Series D Preferred Stock”),

2.

Dividend Rights. The holders of the outstanding Series B, C and D Preferred Stock shall be entitled to receive, when, as and if declared by the Board, out of any funds and assets of the Company legally available therefore in an amount equal to any dividends or other distribution on the Common Stock.

3.

Liquidation Rights. In the event of any voluntary or involuntary liquidation (whether complete or partial), dissolution, or winding up of the Company, the holders of the 2013 Series B, C, and D Preferred Stock shall be entitled to be paid out of the assets of the Company available for distribution to its shareholders.  No distribution shall be made on any common stock or other series of preferred stock of the Corporation by reason of any voluntary or involuntary liquidation (whether complete or partial), dissolution, or winding up of the Company unless each holder of any Series B, C or D Preferred Stock shall have received all amounts to which such holder shall be entitled.

4.

Redemption. Subject to the requirements and limitations of the corporation laws of the state of Nevada, the Company shall have the voluntary right to redeem up to 100 percent (100%) of the shares of the Series B, C, and D Preferred Stock outstanding at any time from the date of issuance pursuant to written notice of redemption given to the holders thereof on not less than 30 days, or at any time agreed upon specifying the date. Series B, C, and D Preferred Stock shall be redeemed. The redemption price for each share of Series B, C, and D Preferred Stock outstanding shall be at the invested dollar amount per share plus any unpaid dividends, if applicable, on such share as of the redemption date (the "Redemption Price").  The Redemption Price shall be paid in cash.

5.

Voting Provisions. The holders of the 2013 Series B, C, and D Preferred Stock shall be entitled to one (1) vote per shares of the Series B, C, and D Preferred Stock and to vote with the Common Stock of the Corporation on all matters submitted to a vote of Common Stockholders for all purposes.

6.

Subordination. Any payment of any dividends or any redemption shall be subordinated to payment in full of all Senior Debt.  "Senior Debt" shall mean the principal of and premium, if any, and interest on all indebtedness of the Company to any financial institution, including, but not limited to, (i) banks whether currently outstanding or hereinafter created and whether or not such loans are secured or unsecured; (ii) any other indebtedness, liability, obligation, contingent or otherwise of the Company to guarantee endorsement of the contingent obligation with respect to any indebtedness, liability, or obligation whether created, assumed, or occurred by the Company and after the date of the creation of the  Series A Preferred Stock, which is, specifically designated by the Company as Senior Debt; and (iii) any refunding, renewals, or extensions of any indebtedness or similar obligations described as Senior Debt.

A copy of the Certificate of Designation for the Series B, C and D Preferred Stock (the “Designation”) as filed with the Nevada Secretary of State on August 28, 2013, is filed herewith as Exhibit 3.03 and incorporated herein by reference. The foregoing description of the Designation is qualified in its entirety by reference to the full text of such document.

 ITEM 9.01

FINANCIAL STATEMENTS AND EXHIBITS

(c)

Exhibits

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.