TriMedia Entertainment Group Inc (fka TMEG)

[alexindef]

merger is in effect - will watch on Monday
8-K was out few min before close (see below)
O/S is 47,710,012 unchanged since September last year!

ITEM 1.01. ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT

On October 1, 2007 the Company entered into an Agreement and Plan of Merger (the " Merger Agreement") by and among the Company, TriMedia Acquisition Corp., a wholly owned subsidiary of the Company ("Merger Subsidiary") and VGB Media, Inc.(VGB"). The Merger Agreement provides for the merger ("Merger") of Merger Subsidiary into VGB with VGB as the surviving corporation. In connection with the Merger, the shareholder of VGB will receive10,000 shares of our newly authorized Series A Convertible Preferred Stock ("Preferred Shares"). Each share is convertible into 6,418 shares of our Common Stock or a total of 64,180,000 shares of our Common Stock. This will represent approximately 40 % of our shares on the effective date of the Merger on a fully diluted basis as defined in the Merger Agreement (assuming conversion of the Preferred Shares on such date). The Preferred Shares will have voting rights equivalent to the Common Stock into which these shares are convertible. VGB is a newly formed company with substantially no assets or liabilities. It has entered into a distribution agreement and intends to engage in the production, distribution and marketing of entertainment related content after the Merger. The Merger Agreement provides, as a condition of the closing, that Christopher Schwartz, the present sole director of our board of directors, resign and the nominees of VGB elected as our directors. Messrs Jason Meyers and Salvatore Farina are the nominees of VGB. All current officers will also resign upon the closing of the Merger.

As a further condition of the closing of the Merger, we must complete a restructuring pursuant to the terms of a Restructuring Agreement entered into as of October 1, 2007, by and among the Company, 1025 Investments, Inc., IL Resources, Inc., Christopher Schwartz, SPH Investments; Capital Growth Investments and Rufftown Entertainment, Inc. (the "Restructuring Agreement"). The Restructuring Agreement provides that (i) certain creditors of the Company will convert a portion of their indebtedness into 46,000,000 shares of Common Stock of the Company; (ii) all the assets of Company will be contributed to a newly formed Delaware corporation ("Newco") in which ((A) the Company will have a 19% economic interest owned through a class of non-voting common stock with an option to acquire additional interests and (B) the aforesaid creditors will (I) initially have an 81% economic interest and the full voting interest represented by a class of voting common stock and (II) a $4,800,000 preference represented by a newly designated series of preferred stock of Newco and (iii) significantly all liabilities of Parent prior to the closing date or arising from the continuing business will be assumed by Newco.

Aside from our interest in Newco, after the Merger and closing of the restructuring our business will consist of the music business VGB intends to conduct.. It has entered into one distribution agreement.

The foregoing description of the Merger and the restructuring is qualified in its entirety by reference to the Merger Agreement and its exhibit and the Restructuring Agreement and its exhibits all filed as Exhibits hereto and is incorporated herein by reference.