Shareholder Development Group LLC

[righty]

THATS A GOOD QUESTION, to which my delayed answer is not quite ready. lol

[righty]

heres something of interest here, check out this article on one of sdg's clients usxp

http://www.sec.gov/litigation/complaints/comp18636.htm

i remembered something dirty about these guys.

also remember the bankruptcy chptr 11 here

[sarshee]

I appears that most of the stocks listed have been in straight decline over the past 6 to 12 months. I wonder when Shareholder Development got involved in pumping the stock on each of them.

browndawg

[righty]

Historical companies profiled on their website includes but not limited to the following:

IMJX..Imagexpres Corp.
 BLTA (Baltia Air lines)
 BLTA Corporate Overview
 NIHK Nighthawk Systems
 NIHK Corporate Overview
 Donini Pizza inc.
DNNI Corporate Overview
 Providential Holdings

RUBM Ruby Mining
 RUBM Corporate Overview
 IMNL Media International
 IMNL Corporate Overview
 TOTG 2-Track Global Inc.
 NIHK Nighthawk Systems
 NIHK Corporate Overview
 Providential Holdings
 PRVH Corporate Overview
 EMXC Holding Corporation
 EMXC Corporate Overview
 ICMH ICM Telecom Inc.
 UFSY Ultimate Franchise Systems Inc.
 NTTL Nettel Holdings
 VJET Visijet Inc.
 LXRH Lexor Holdings Inc.
 RBIOE Bio-Warm Corp
 RBIO Corporate Overview
 DVNNF Devine Entertainment Corp
 DVNNF Corporate Overview
 HTLJ Heartland Inc
 OBFC Obees Franchise Systems
 OBFC Obees Corporate Overview
 HCPC Heritage Capital Credit Corp
 IpTel Direct, Inc.
 IpTel Direct, Inc. Corporate Overview

[righty]

OF ALL THE STOCKS IN THEIR PROFILE 3 HAD CHARTS APPRECIATING IN 12 MONTHS

THE REST?...SEE FOR YOURSELF...NOT PRETTY

[righty]

California sos for IPUBLISHING, INC.
Number: C2509930 Date Filed: 5/6/2003 Status: active
Jurisdiction: California
Address
1721 TWENTY-FIRST STREET
SANTA MONICA, CA 90404
Agent for Service of Process
STEVEN W KEREKES
301 N CANON DRIVE STE 223
BEVERLY HILLS, CA 90210

[righty]

California sos for MEDIA SOLUTIONS NETWORK, LLC
Number: 200329710049 Date Filed: 10/22/2003 Status: active
Jurisdiction: CALIFORNIA
Address
2730 GATEWAY OAKS DR STE 100
SACRAMENTO, CA 95833
Agent for Service of Process
KEVIN PLATE
120 1/2 GALLEON ST
MARINA DEL REY, CA 90292

[righty]

so all five of these guys were at one time on the directors list for imedia international inc?

that needs to be verified, its a bit too much of a coincidence.

[righty]

iMEDIA INTERNATIONAL, INC. 8-K

1 v36688e8vk.htm FORM 8-K



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): December 21, 2007 (February 16, 2007)
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 21st Street
Santa Monica, California 90404
(Address of principal executive offices)
Registrant’s telephone number, including area code: [phone]
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))





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Item 1.01 Entry into a Material Definitive Agreement.
On December 20, 2007, iMedia International, Inc. (the “Company”) entered into a Reorganization Agreement (the “Reorganization Agreement”) for the purpose of reorganizing its outstanding debt and equity (the “Reorganization”), pursuant to which up to approximately $15,180,000 of the Company’s unaudited outstanding trade payables, promissory notes, accrued expenses, other liabilities, redeemable Series A 6% Convertible Preferred Stock (“Series A Preferred”) and Series B 6% Convertible Preferred Stock (“Series B Preferred”), as of December 20, 2007, would be exchanged for a number of shares of the Company’s common stock, $0.001 par value per share (“Shares”), representing approximately 80% of the outstanding Shares following the Reorganization prior to further dilution resulting from the additional debt or equity financing of between $750,000 and $1,500,000 that the Reorganization Agreement required the Company to obtain. The Reorganization Agreement became effective on December 21, 2007.
Pursuant to the Reorganization Agreement, holders of secured demand notes previously issued by the Company, holders of shares of Series A Preferred and Series B Preferred, and certain other unsecured accredited creditors of the Company will receive 10,045,770 Shares in exchange for the surrender and cancellation of all obligations due in connection with the secured demand notes, the Series A Preferred and Series B Preferred and certain other unsecured indebtedness of the Company, including 999,104 of the Company’s outstanding warrants.
In addition, the Company’s executive management team agreed to cancel 345,409 options to purchase Shares and defer a minimum of 25% of their compensation until the Reorganization was completed. Executive management has agreed to voluntarily continue the deferral of a minimum of 25% their compensation on a month-to-month basis.
As a result of, and as of the date of, the consummation of the Reorganization and without giving effect to any additional financing in conjunction with the Reorganization, the Company estimates that its outstanding indebtedness and other liabilities, excluding trade payables and accrued expenses incurred in the ordinary course of business, and deferred compensation, do not exceed $100,000.
As a condition to the closing of the Reorganization Agreement, the Company was required to obtain debt or equity financing of not less than $750,000 and not more than $1,500,000. The signatories to the Reorganization Agreement agreed that (i) the initial financing would result in $750,000 of gross proceeds to the Company and that the investors in such financing would receive up to 25% of the fully diluted capital of the Company for such funds, and (ii) one or more persons or entities affiliated with the Company or the Company’s executive management would be permitted to participate as investors in such financing. Accordingly, on December 20, 2007, the Company entered into a Securities Purchase Agreement (the “Williamson Agreement”) with Henry Williamson, the Company’s Chief Executive Officer and Chairman of the Company’s Board of Directors (the “Board”). Pursuant to the Williamson Agreement, the Company will issue to Mr. Williamson 5,082,504 Shares, equating to 25% of the fully diluted capital of the Company, for an aggregate consideration of $770,688, comprised of $108,967 in cash and cancellation of $661,721 due under a secured demand note previously issued by the Company to Mr. Williamson for monies drawn by the Company against the note in anticipation of the closing of the Reorganization Agreement. The $661,721 is comprised of the $641,033 in principal drawn by the Company under the note plus $20,688 in accrued and unpaid interest.
In addition, pursuant to the terms and conditions of the Reorganization Agreement the Company has the discretion to sell up to 5,082,504 additional Shares to Mr. Williamson for up to an additional six weeks after the effective date of the Reorganization Agreement in order to obtain the maximum financing on terms and conditions acceptable to the Board without further approvals of the other signatories to the Reorganization Agreement.
The Reorganization Agreement also required the Company to (i) adopt a stock ownership plan, described below in Item 5.02; (ii) enter into employment agreements with three of the Company’s executive officers and directors, also described below in Item 5.02; and (iii) obtain stockholder approval of
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and effect a twenty-six-for-one reverse stock split of the outstanding Shares, which reverse stock split was approved by the Company’s stockholders on August 30, 2007, and effected under Delaware law on December 20, 2007, by the Company’s filing of a Certificate of Amendment of its Certificate of Incorporation with the Secretary of State of the State of Delaware. The Company has notified NASDAQ of the reverse stock split being effected by it. Share issuances reflecting the reverse stock split will be made after NASDAQ completes its processing of the split and designates an effective date for the split in the marketplace.
At December 20, 2007, as a result of the Reorganization Agreement the Company has issued and outstanding 19,972,876 Shares, zero shares of the Company’s preferred stock, and options and warrants to purchase 92,908 and 184,062 Shares, respectively, at prices ranging from $0.91 to $5.20 and $3.90 to $45.50, respectively. The foregoing reflects the completion of the reverse stock split, described above.
Item 3.02 Unregistered Sales of Equity Securities.
Pursuant to the Reorganization Agreement, the Company will issue an aggregate of:
(i) 6,403,464 Shares to the secured demand note holders signatory to the Reorganization Agreement in exchange for the surrender and cancellation of an aggregate principal amount of $4,380,000 due under the notes, which includes $730,000 in non-cash extension fees and accrued and unpaid interest and marketing expenses totaling $1,171,898. Any and all other obligations due under the related notes were also canceled;

(ii) 2,882,494 Shares to Series A Preferred and Series B Preferred holders signatory to the Reorganization Agreement in exchange for the surrender and cancellation of an aggregate of 3,040 shares of the Company’s Series A Preferred and warrants to purchase 292,308 Shares with an outstanding principal balance of $3,040,000 and 4,920 shares of the Company’s Series B Preferred and warrants to purchase 567,692 Shares with an outstanding principal balance of $4,920,000, along with accrued but unpaid dividends of $221,626 and $351,892, respectively, liquidated damages of $1,995,554 and $3,115,103, respectively, and any other amounts payable in connection therewith; and

(iii) 759,812 Shares to other unsecured accredited creditors signatory to the Reorganization Agreement in exchange for the cancellation of an aggregate of $903,946 of indebtedness of the Company.

Also as part of the Reorganization, an additional 139,104 of commission warrants issued in association with the Series A and B Preferred financings were surrendered and canceled. No Shares or any other form of compensation was provided to the holders of the commission warrants as the holders generally had received the warrants as compensation to bring in their clients as investors and, accordingly, the surrender of the warrants benefited their respective clients/investors. The foregoing reflects the completion of the reverse stock split, described above.
As described above, on December 20, 2007, the Company entered into the Williamson Agreement, pursuant to which the Company will issue to Mr. Williamson 5,082,504 Shares, equating to 25% of the fully diluted capital of the Company, for an aggregate consideration of $770,688, comprised of $108,967 in cash and cancellation of $661,721 due under a secured demand note previously issued by the Company to Mr. Williamson under which the Company could draw up to $750,000. The $661,721 includes $641,033 in principal due under the note plus $20,688 in accrued and unpaid interest.
The offers and sales of the Shares under the Reorganization Agreement and the Williamson Agreement (the “Sales”) are exempt from the registration requirements of the Securities Act of 1933, as amended (the “Securities Act”), pursuant to Rule 506 under the Securities Act based on the following: (1) the recipients of the Shares are all accredited investors within the meaning of Rule 501(a) under the Securities Act; (2) the Company has acted in accordance with Rule 502(d) under the Securities Act to restrict resales of the Shares issued in the Sales; (3) there were no more than 35 non-accredited investors in any transaction within the meaning of Rule 506(b) under the Securities Act after taking into consideration all prior investors under Section 4(2) of the Securities Act within the six months preceding the Sales; and (4) the Sales were not effected through any general solicitation or general advertising within the meaning of Rule 502(c) under the Securities Act.
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Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
In connection with the Reorganization Agreement, on November 15, 2007, the Company adopted the iMedia International, Inc. 2007 Stock Incentive Plan (the “Plan”) to become effective upon the effective date of the Reorganization Agreement. Pursuant to the Plan, the Company may grant to employees, officers, directors, consultants, independent contractors, and advisors of the Company or any parent or subsidiary of the Company Shares or options to purchase Shares. The Company has reserved 7,500,000 Shares for issuance under the Plan. The Plan provides for appropriate adjustment to the number of Shares available for issuance under the Plan and to grants made under the Plan in the event of certain stock dividends, recapitalizations, stock splits, reverse stock splits, subdivisions, combinations, reclassifications or other similar changes in the capital structure of the Company. The foregoing reflects the completion of the reverse stock split, described above.
The Plan is to be administered by a committee of two or more members of the Board or, in the absence of the designation of such a committee, by the Board. The Board selected the Company’s President, Scott Kapp, and Chief Financial Officer and Chief Operating Officer, Anthony J. Fidaleo, to be the initial members of the committee charged with administering the Plan. The Board may terminate the Plan or amend the Plan in any respect; provided that the Board may not amend the Plan in any manner that requires stockholder approval without obtaining such approval. Unless terminated earlier in accordance with its terms, the Plan will terminate ten years from the date it was adopted by the Board.
In accordance with the Reorganization Agreement, upon effectiveness of the Plan, the Company granted (i) 762,376 restricted Shares to Mr. Williamson; (ii) 344,491 restricted Shares to Mr. Kapp; and (iii) 758,529 restricted Shares to Mr. Fidaleo. Including the foregoing issuances under the Plan, each of the three executives has been granted a total of 762,376 restricted Shares, excluding Shares to be issued to Mr. Williamson under the Williamson Agreement. One-third of such Shares vested on the date of grant, one-third will vest on the first anniversary of the grant date, and one-third will vest on the second anniversary of the grant date. Additionally, upon effectiveness of the Plan, Mr. Williamson, Mr. Kapp and Mr. Fidaleo were granted approximately 508,250 Shares each that will be issuable upon the achievement of stated performance goals by the Company (“Milestone Shares”). If the performance goals are achieved, one-third of the Milestone Shares will vest on the date of grant, one-third will vest on the first anniversary of the grant date, and one-third will vest on the second anniversary of the grant date.
As required by the Reorganization Agreement, the Company also has allocated an aggregate of 357,143 Shares and 237,150 Milestone Shares under the Plan for issuance as stock options to certain employees of the Company upon the effectiveness of the Reorganization. Such Shares and Milestone Shares will be subject to the same vesting terms as the executive officer grants discussed above.
On December 20, 2007, pursuant to the Reorganization Agreement the Company and each of Mr. Williamson, Mr. Kapp and Mr. Fidaleo entered into an Addendum to Executive Employment Agreement (each, an “Addendum”), in each case, amending the respective Executive Employment Agreement previously entered into by the Company and the applicable executive. Each Addendum provides for a continued term of employment of three years. Pursuant to each Addendum, the executive agreed to defer 25% of his base salary and 100% of his automobile allowance until consummation of the initial round of financing under the Williamson Agreement (the “Financing”). Upon consummation of the Financing, each of the executives volunteered to continue to defer 25% of his base salary and 100% of his automobile allowance on a month-to-month basis. In the Addenda, the executives agreed to forfeit and cancel 170,308, 29,413 and 103,711 options to purchase Shares, respectively, representing all options to purchase Shares that had been granted to the executives prior to June 1, 2007, subject to consummation of the Financing. The Addenda also provide for the awards described above of restricted Shares under the Plan to Mr. Williamson, Mr. Kapp and Mr. Fidaleo. The foregoing reflects the completion of the reverse stock split, described above.
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On June 1, 2007, as part of the Company’s reorganization plan and subject to consummation of the Reorganization Agreement and the Financing, David MacEachern and Franklin Unruh, as then-Board members of the Company, agreed to forfeit and cancel 34,509 and 7,468 options to purchase Shares, respectively, representing all options to purchase Shares that had been granted to them as executives prior to June 1, 2007. The foregoing reflects the completion of the reverse stock split, described above.
On February 16, 2007, the Company entered into a termination and severance agreement with Mr. MacEachern, the Company’s then-Chairman of the Board and Chief Architect, co-founder, and former Chief Executive Officer. Under the terms and conditions of the termination and severance agreement:
i. The Company will pay Mr. MacEachern a severance amount totaling $90,000 to be paid over 18 months in semi-monthly installments of $2,500.00;

ii. Mr. MacEachern agreed to a non-compete of any and all activities related to iMedia’s business, during the 18-month term of payments. Mr. MacEachern will be able act as an independent contractor to continue selling iMedia products and services at a mutually agreed-upon percentage with sales management;

iii. Mr. MacEachern agreed to relinquish his active position as the Chairman and Chief Architect of iMedia and was named Chairman Emeritus, a non-voting position on the Board which will be reviewable at the end of the 18-month period;

iv. Mr. MacEachern agreed to assist in the reorganization of the other Board positions to create a five-person Board for iMedia whereby Messrs. Williamson and Fidaleo were added to the Board, with Mr. Williamson being named Chairman of the Board and Mr. Fidaleo assuming the additional role of Chief Operating Officer;

v. As part of the reorganization of the Board, Mr. MacEachern agreed to remain on the Board as an interim director until such time as a suitable replacement could be found, but not to exceed a period of six months; and

vi. Concurrent with the signing of the termination and severance agreement, Messrs. MacEachern, Kapp and Unruh, the Company’s then-full Board, voted to approve that Messrs. Williamson, Fidaleo and Kapp would comprise the executive committee of the new Board.

On April 4, 2007, the Company terminated for cause Kevin Platé, the Company’s former Executive Vice President of Sales and Business Development for the Company’s primary subsidiary iMedia US, LLC. In March 2007, the Company discovered that Mr. Platé had been actively soliciting certain of the Company’s clients as well as critical personnel to start a competing company while still employed by iMedia. The Company brought legal action against Mr. Platé and Media Solutions Network, LLC on March 23, 2007 to cease and desist from such actions and is currently in the process of a court-ordered mediation to settle the complaint. Should the mediation fail, the Company will likely proceed to file a case in court to seek damages. The total damages have not been fully calculated.
Item 8.01 Other Events.
As reported in the Company’s Current Report on Form 8-K dated January 19, 2007, the Company’s securities were removed from quotation on the OTC Bulletin Board effective December 26, 2006. The delisting resulted from the Company’s failure to timely file its Quarterly Report on Form 10-QSB for the period ended September 30, 2006. The Company’s Shares have been quoted solely on the Pink Sheets since December 26, 2006.
On February 16, 2007, the Company finalized ongoing negotiations with, and entered into a formal agreement to purchase certain assets of, iPublishing, Inc. (“iPublishing”) and to terminate the perpetual licensing and management agreements then in effect with an effective date of January 1, 2007. iPublishing is a privately held company wholly owned one-third each by Messrs. MacEachern, Kapp and Unruh, also the co-founders of iMedia, which owned certain intellectual property for which the Company had a perpetual licensing agreement and a management agreement whereby the professional services of the three principals were provided to iMedia.
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In exchange for a final one-time unaudited royalty payment of $50,000.00 plus $5,000.00 per month for a period of 18 months beginning February 2007, for a total cash consideration of $140,000, iPublishing agreed to sell, assign, or otherwise deliver to iMedia all of its intellectual property rights or related corporate assets, except cash, accounts receivable, and the rights to the name or any use of the name “iPublishing” other than as required in matters related to Securities and Exchange Commission correspondence and filings or other legal matters.
In addition, the shareholders of iPublishing agreed to a full covenant not to compete with the Company and its subsidiaries in any manner that relates to a disc, website, or any other program that has been historically sold, offered or contemplated as a line of business by the Company without the prior written consent of the Company for a minimum period of 18 months from the date of the agreement.
The Company’s Board currently consists of the following members: Henry D. Williamson, Scott J. Kapp, Franklin H. Unruh and Anthony J. Fidaleo. In addition to being Chairman of the Board, upon consummation of the transactions contemplated by the Reorganization Agreement and the Williamson Agreement, Mr. Williamson became the holder of 29.26% of the Company’s outstanding Shares.
[Signature Page Follows]
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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.


iMEDIA INTERNATIONAL, INC.


By: /s/ Anthony J. Fidaleo
Anthony J. Fidaleo
Executive Vice President, Chief Financial Officer and Chief Operating Officer
Dated: December 21, 2007

http://www.sec.gov/Archives/edgar/data/1208498/000095013707018969/v36688e8vk.htm

[righty]

iMedia Intl (IMNL)
Symbol: IMNL
Type: NASDAQ
State location: CA
State of Inc: DE
Phone: [phone]
Web Site: www.imedia-intl.com
Full Time Employees: 38
Business Address: 1721 21ST STREET SANTA MONICA CA 90404 310-453-4499
Mailing Address: 1721 21ST STREET SANTA MONICA CA 90404

[righty]

Name: Scott Kapp
Age: 47
http://www.hotstocked.com/officers/s/scott-kapp-8195.html
Scott Kapp co-founded and has served as iMedia’s President and Director since August 28, 2003. Prior to co-founding iMedia he was in partnership with Mr. MacEachern serving as partner and president in several other joint ventures. From 1985 to 1990, Mr. Kapp co-founded and served as President of David-Scott Advertising with Mr. MacEachern. Mr. Kapp was responsible for negotiating and securing many of the agency’s top clients. His advertising campaign for Ogee hair products won a Starch Award. In 1995 Mr. Kapp co-founded Professional Make-up with Mr. MacEachern. In addition to his role as president, Mr. Kapp was responsible for development of ancillary products, new markets and business development. While at Professional Make-Up, Mr. Kapp built-out and managed a sales force of 250 independent sales reps and secured 10 major distributors worldwide. Professional Make Up ceased operations in 1999. In 1998, Mr. Kapp along with Mr. MacEachern co-founded the Modern Company LLC, a digital multi-media production company and later Mod Studios Inc. in 2000. The Modern Company and Mod Studios, both predecessors to the Company ceased operations in 2003. Mr. Kapp holds a bachelor’s degree from the University of Southern California.

[righty]

Name: David G. MacEachern
Age: 52
http://www.hotstocked.com/officers/d/david-g-maceachern-8194.html
David G. MacEachern has served as iMedia’s Chairman and Chief Executive officer since August 28, 2003. He has executive level experience as founder and CEO of several businesses. His experience includes developing, and managing companies in as diverse fields as marketing, advertising, graphic arts, cosmetics and business development. In 2000, he founded and was Chief Executive Officer for the Company’s predecessor, Mod Studios, Inc., and was responsible for conceptualizing and developing Hollywood Previews Entertainment iMagazine, the first interactive video magazine distributed on disc. In 1999, Mr. MacEachern founded the Modern Company, advertising, marketing and internet design company which developed some of the core technologies used by the Company to produce its products. Both Mod Studios and the Modern Company ceased operations in 2002. In 1985, Mr. MacEachern co-founded the David-Scott Advertising; a Los Angeles based ad agency providing advertising and promotion for local, regional and national accounts. In 1995, while continuing to run David-Scott Advertising, Mr. MacEachern co-founded and was chief executive officer of Professional Make-up, Inc., a cosmetic manufacturing company. Professional Make-up generated over $30 million in domestic and international sales. Mr. MacEachern was instrumental in acquiring distribution agreements for Professional Make-up and for other clients of the David Scott agency with major retailers such as Wal-Mart, K-Mart and Target stores. At Professional Make-up, his primary responsibilities were developing marketing strategies, new product development and product promotion. Professional Make-up and the David-Scott Agency ceased operations in 1990 and 1999 respectively.

[righty]

Name: Franklin H. Unruh
Age: 68
http://www.hotstocked.com/officers/f/franklin-h-unruh-8196.html
Franklin H. Unruh has served as iMedia’s Chief Financial Officer and Director since August 28, 2003 , and was recently appointed Chief Operating Officer. Mr. Unruh has over 37 years of significant experience in both accounting and financial consulting. His financial experience comprises an array of conglomerate corporations ranging from entertainment, film and music production to food processing and automobile distribution in South Africa, United Kingdom, Israel and the USA. From 1999 to 2003, Mr. Unruh

[righty]

Name: Kelly R. Konzelman
Age: 45
http://www.hotstocked.com/officers/k/kelly-r-konzelman-8198.html
Kelly Konzelman has served as iMedia’s Executive Vice President since August 28, 2003. Mr. Konzelman has extensive experience in corporate development. For the last six years, his business efforts have focused primarily on corporate finance, security sales, investment banking and private equity placements. Mr. Konzelman founded Investment Advisory Group in 1999 and continues to operate this consulting company in addition to his responsibilities at iMedia. During this period, he has consulted with numerous developing and start-up ventures providing management expertise, implementing corporate development programs and authoring business plans and private offering memorandums. These companies were in industries as diverse as medical devices, cosmetic surgery, media, entertainment, technology, reclamation and real estate. As an investment-banking consultant, Mr. Konzelman was responsible for the successful acquisition of capital for a number of developing companies, both public and private. In 2001, he co-founded 360° Securities, and OSJ of Intrepid Securities, an NASD member firm. During his employment, he successfully engineered a national syndicate of over 120 independent broker dealers to offer client’s private securities placements nationwide. From 1999 to 2000, he was Director of Special Projects at Renaissance Asset Fund, a private bridge loan company and asset based lender. At Renaissance, he was responsible for analyzing and developing the underlying financial models for special projects underwritten by Renaissance. Mr. Konzelman brings over 22 years of general and executive-level business experience to the Company. He is currently responsible for business affairs, Corporate finance, investor relations and strategic acquisitions.

[righty]

Name: Kevin Plate
Age: 51
http://www.hotstocked.com/officers/k/kevin-plate-8197.html
Kevin Plate has served as iMedia’s Executive Vice President of Sales and Business Development since August 28, 2003, and worked as Sales Manager for Mod Studios, the Company’s predecessor from 2000 until 2003. Mr. Plate has extensive experience in advertising and sponsorship sales. Mr. Plate has held a variety of increasingly responsible sales and marketing positions over the past 20 years. From 199X to 2000, Mr. Plate served as the Western Regional Director for The Golf Channel, whose high-profile ownership group includes Comcast, Cable, Fox and Times Mirror Corporation. Through his development of creative sales and marketing packages for national advertisers, Mr. Plate was responsible for delivering over $35 million revenue to the first cable network dedicated exclusively to a single sport. Mr. Plate’s executive management also contributed to the success of Advantage International, the world’s second largest sports marketing and management company, where he used his expertise in strategic planning, new business development and sales for clients including MasterCard International, Sara Lee, Tuner Broadcasting and Keebler. From January 1988 to April 1992, Mr. Plate served in various marketing positions at RJR Nabisco, a Fortune 500 foods and tobacco producer. Mr. Plate’s duties included leveraging the company’s many sports sponsorships and developing national and market-specific advertising and promotional campaigns for both the food and tobacco business units. In 2003, Mr. Plate formed Media Solutions Network LLC, a personal service company from which he consults on digital media issues. Mr. Plate’s responsibilities include implementing the Company’s sales and business development plan, and the development of new client-specific products and special projects. Mr. Plate holds a bachelor’s degree from the University of South Carolina.

[righty]

iMedia International Completes Reorganization

January 3, 2008 - 9:05 AM EST

iMedia International Completes Reorganization, Sets Sights on Expanding Digital Content Distribution Across the Web
iMedia Also Completes Reverse Stock Split, Changes Ticker Symbol to IMED.PK and Raises $750,000
iMedia International, Inc. (PINKSHEETS: IMED), an interactive content solutions company, today announced that it has entered into a reorganization agreement to convert outstanding debt, preferred stock and certain accredited vendor payables into equity, strengthening the company's financial position. In addition, the reorganization allows iMedia to focus on expanding the distribution of digital brands and high-quality, interactive content. The company's flagship product, Hollywood Previews, which has historically been distributed on CD-ROMs through insert programs with major newspapers, has been repositioned for online distribution with agreements already in place servicing online properties in major metropolitan markets such as Los Angeles, Atlanta, South Florida, Pittsburgh, and internationally in Toronto, Canada, with several additional markets scheduled to be added throughout 2008.

As part of the agreement, more than $15 million of iMedia's current liabilities and preferred stock will be exchanged for equity representing approximately 80 percent of the company's outstanding shares of common stock. The agreement also required iMedia to adopt a stock ownership plan, enter into employment agreements with three of the company's executive officers and directors, and obtain stockholder approval of and effect a 26-for-1 reverse stock split of outstanding shares of common stock. The reverse split was approved in August 2007 and took effect on December 21, 2007. Beginning January 2, 2008, iMedia's ticker symbol changed to IMED.PK.

"For the past couple of years, iMedia has been constrained by a challenging capital position," said Henry Williamson, chief executive officer of iMedia International, Inc. (PINKSHEETS: IMED). "Today's announcement is about letting the world know that iMedia is alive and well, armed with a new vision that will leverage our expertise and technology, as well as the competitive advantages that we have attained from prior investments, to expand our reach across the web. During the last several months, we have made difficult decisions in terms of executive leadership and staffing, and as a result, iMedia is now a much more agile organization that has the right products and people to be successful."

iMedia (PINKSHEETS: IMED) has raised $750,000 under terms of a financing agreement with Williamson, who was issued 5,082,504 shares of iMedia's common stock in exchange for the investment. In addition, under the terms of the reorganization agreement, iMedia may issue up to 5,082,504 additional shares of common stock for up to $750,000 of additional consideration for up to six weeks from the closing date.

"Being able to reorganize our debt and raise the necessary capital to continue to invest in our digital content and technology was tremendously important for our company," added Williamson. "My personal investment and our executive management team's ongoing deferment of a quarter of its monthly compensation demonstrate our commitment to iMedia and our confidence in the potential of our products and services. We know we can be successful, and this is the first of several announcements that will help our shareholders get a better understanding of the new iMedia."

iMedia (PINKSHEETS: IMED) has filed an 8-K with the SEC that provides more specific details on the company's reorganization. Shareholders and potential investors can read the 8-K in its entirety at www.imedia-us.com.

About iMedia International, Inc.

iMedia International, Inc. (PINKSHEETS: IMED) is an interactive content solutions company founded on the premise of creating high ROI marketing programs using new digital applications and entertainment content aggregation to help clients truly engage their customers in the ever-changing media landscape. iMedia creates custom digital marketing solutions and proprietary software marketing systems with comprehensive media reporting feedback for its clients, including strategic planning, content origination, aggregation and production, online and disc audio/video design, authoring, editing and compression, disc packaging, manufacturing and distribution. iMedia's flagship product, Hollywood Previews, is available online as a co-branded partner or through "white-label" relationships, and through co-sponsored CD-ROM insert programs in major newspapers and magazines. Hollywood Previews delivers several hours of digital entertainment content covering everything from movies to video games. iMedia's Digital Direct product line features iMedia's proprietary iReporting™ real-time, online tracking system, which provides quantitative data on disc viewer usage patterns and effectiveness of iMedia marketing and promotional campaigns. Clients include several Fortune 500 companies. For more information on iMedia International, visit www.imedia-us.com.

Forward-Looking Statements

The information in this news release includes certain forward-looking statements that are based upon assumptions that in the future may prove not to have been accurate and are subject to significant risks and uncertainties, including statements regarding the future financial performance of the Company. Although the Company believes that the expectations reflected in its forward-looking statements are reasonable, it can give no assurance that such expectations or any of its forward-looking statements will prove to be correct. Factors that could cause results to differ include, but are not limited to, successful performance of internal plans, product development and acceptance, the impact of competitive services and pricing, general economic risks and uncertainties, and various other information detailed from time to time in the Company's filings with the United States Securities and Exchange Commission. The Company undertakes no obligation to publicly revise these forward-looking statements to reflect events or circumstances that arise after the date thereof. Please refer to the reports previously filed with the SEC by the Company at http://www.sec.gov.

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Contact:
Scott Kapp
310-453-4499
Email Contact





Source: Marketwire (January 3, 2008 - 9:05 AM EST)

News by QuoteMedia
www.quotemedia.com

[righty]

delaware sos for imedia
THIS IS NOT A STATEMENT OF GOOD STANDING

File Number: 3717739 Incorporation Date / Formation Date: 10/28/2003
(mm/dd/yyyy)
Entity Name: IMEDIA INTERNATIONAL, INC.
Entity Kind: CORPORATION Entity Type: GENERAL
Residency: DOMESTIC State: DE

REGISTERED AGENT INFORMATION

Name: CORPORATION SERVICE COMPANY
Address: 2711 CENTERVILLE ROAD SUITE 400
City: WILMINGTON County: NEW CASTLE
State: DE Postal Code: 19808
Phone: [phone]

[righty]

Effective January 12, 2007, Mr. Franklin H. Unruh resigned as Chief Operating Officer of the Registrant. Mr. Unruh will remain on the Board of the Directors of the Registrant.
The Registrant has not undertaken to appoint a new Chief Operating Officer.
8.01 Other Events.
The Registrant has incurred significant operating losses since inception which are continuing. As a result of these losses, the Registrant was unable to repay the Notes when due on December 31, 2006 and obtained an extension through February 28, 2007. The Registrant’s ongoing operating losses in addition to the pending maturity of the Notes have resulted in severe cash flow problems. In an effort to continue operations and reorganize the Registrant’s operations, the Registrant is seeking to obtain additional financing, and has undertaken the certain steps to consolidate its operations and reduce its cash needs. There are no assurances that the Registrant will be successful in obtaining sufficient additional financing to continue its operations in a timely manner and even if such financing is available it will be on terms and conditions acceptable to the Registrant. Absent significant additional financing and/or a restructuring of the Registrant’s debt obligations the Registrant can make no assurances that it will be able to operate beyond January 31, 2007, if that long. Registrant hereby incorporates by reference the information set forth under Item 4.02 of this Current Report with respect to such operational and financial changes.
9.01 Financial Statements and Exhibits.
(a) Financial Statements of Business Acquired.

None.

(b) Pro forma Financial Information.

None.

(c) Shell Company Transactions.

None.

(c) Exhibits.


No. Item

10.1 Form First Amendment to 14% Secured Promissory Note

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.

Date: January 22, 2007 iMEDIA INTERNATIONAL, INC.

By: /S/ Henry Williamson
Henry Williamson
Chief Executive Officer
(Principal Executive Officer)

http://www.sec.gov/Archives/edgar/data/1208498/000095013707000612/v26572e8vk.htm#003

[righty]

iMedia International, Inc
http://investorshub.advfn.com/boards/board.asp?board_id=2965

[righty]

jpc board

http://investorshub.advfn.com/boards/board.asp?board_id=3526

[righty]

SEE POST PREVIOUS TO THIS ONE, I THINK WE SHOULD LAY THESE OUT LIKE THAT...FULL COMPANY NAME...SYMBOL..PINKSHEETS INFO OR OTC PROFILE, THEN WE HAVE A SEARCHABLE REFERENCE TO WATCH FOR CHANGES IF AND WHEN THEY HAPPEN

everyone pick a company not already done and post their details...we can then begin the process of searching each one on edgar etc etc.

seems to me if we follow the financing trails that should cover the real easy stuff, then we can get deeper if and where necessary.

[righty]

Affinity Networks Inc. (AFFN)
CEO JOHN MADIGAN III

Disclosure Category
No Information

State Of Incorporation
NV

Jurisdiction Of Incorporation
USA

Year Of Incorporation
1997

SEC Reporting Status
De-Registered

CIK
0001082706

Fiscal Year End
12/31

Estimated Market Cap
10,312.89 as of Jan 4, 2008

Outstanding Shares
49,109 as of Aug 13, 2007

Number of Share Holders of Record
179 as of Apr 18, 2005

Current Capital Change
shs decreased by 1 for 35000 split

Pay Date: Aug 13, 2007

Company Notes
Note=9-1-07 company in default with the Secretary of State of the State of Nevada
Formerly=Satelinx International, Inc. until 8-07
Formerly=Vectoria, Inc. until 10-04
Formerly=Vanadium International, Inc. until 11-01
Security Notes
Capital Change=shs increased by 15 for 1 split. Ex-date=7-25-06. Rec date=7-21-06. Pay date=7-24-06
Capital Change=shs decreased by 1 for 10 split. Pay date=10/21/2004.
Capital Change=shs decreased by 1 for 6 split. Effective date=8-24-04
Transfer Agent
Pacific Stock Transfer Co.,
P.O. Box 933385
500 E. Warm Springs
Las Vegas, NV 89193-3385

[righty]

Shareholders Development Group LLC who run the following stock
awareness sites.

SDG Internet Properties
CEOworldReport.com
CEOcanada.com
WallStreetSpotlight.com
OTCeveningWrap.com
NewStockForum.com
OTCvoice.com
SmallCapRap.com
OTCmorningCall.com
CEOwebTV.com
theOTCinsider.com
CorporateOverviews.com


currently they are working the following stocks


Affinity Networks Inc
Alphatrade.com
American Telecom Services
American Uranium Mining Inc
Azco Mining Inc
Biomedtex, Inc
BioNovo Inc
CHDT Corp
Cleanfield Alternative Energy
Dale Jarrett Racing Adventure
Earthshine International LTD
First National Entertainment Corp
GoFish Corp
Gold River Productions Inc
Green Parts Int'l Inc
Human BioSystems
Ludvik Capital Inc
MediaREADY Inc
MedSpas of America
Nexia Holdings Inc
NorthWest Oil Group
QPC Lasers Inc
Russell Industries Inc
Teleplus Enterprises
Universal Detection Technology
Universal Express Inc
Xtreme Oil & Gas Inc
Xynergy Corp

[righty]

Heres what we have for starters

Shareholder Development Group LLC

1504 Macy Drive
Roswell, GA 30076
USA

Website: www.shareholderdg.com
Phone: [phone]

Summary

Shareholder Development Group(SDG), LLC is a company that produces investor awareness campaigns on behalf of up and coming and often overlooked publicly traded companies for a fee. SDG owns and operates a platform of cutting- edge websites which showcase public companies and delivers their company's story to the worldwide investment and media community in various formats, (see ceoworldreport.com, otcvoice.com, newstockforum.com, otceveningwrap.com and ceoCanada.com ) ranging from WebTV to video emails to online investor conferences to audio and streaming video interviews, among many others. SDG and their wholly owned properties(websites) are fast becoming one of the world's top Internet destinations for both investors and companies in the micro and small cap stock universe. To feature your company, or learn more about our clients please contact the company at 770-518-3449 or email us.

David MacEachern
Chairman and Chief Executive Officer

Scott Kapp
Director and President

Franklin Unruh
Director and Chief Financial Officer

Kelly Konzelman
Executive Vice President

Kevin Plate
Executive Vice President of Sales and Business Development

http://www.zoominfo.com/Search/CompanyDetail.aspx?CompanyID=62751295&cs=QFDvYI%404h0