UNITEDTable STATES SECURITIESof AND EXCHANGE COMMISSION Contents

~~Washington,~~UNITED DCSTATES SECURITIES ~~20549~~AND EXCHANGE COMMISSION

~~FORM~~Washington, ~~8-K~~DC 20549

~~CURRENT~~FORM ~~REPORT~~8-K ~~Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934~~

CURRENT REPORT ~~Date~~Pursuant ofto ~~Report~~Section 13 ~~(Date~~or 15 (d) of ~~earliest~~the ~~event~~Securities ~~reported):~~Exchange ~~January 7,~~Act ~~2010~~of ~~(January 1, 2010)~~1934

~~iMEDIA~~Date of ~~INTERNATIONAL~~Report (Date of earliest event reported): February 3, ~~INC.~~2010, (January 29, 2010)

~~(Exact~~iMEDIA ~~name~~INTERNATIONAL, ~~of Registrant as specified in charter)~~INC.

~~Delaware~~ (~~State~~Exact orname ~~other jurisdiction~~ of ~~incorporation)~~Registrant ~~000-50159~~as ~~(Commission~~specified ~~File~~in ~~Number~~charter) ~~56-2428786 (IRS Employer Identification Number)~~

1721 21st Street Santa Monica, California 90404 (Address of principal executive offices)


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

~~Registrant’s~~1721 ~~telephone~~21 ~~number,~~st ~~including~~Street Santa ~~area~~Monica, ~~code:~~California 90404 (~~310~~Address of principal executive offices) ~~453-4499~~

~~Check~~Registrant’s ~~the~~telephone ~~appropriate~~number, ~~box~~including ~~below~~area ifcode: ~~the Form 8~~(310) 453-~~K filing is intended to simultaneously satisfy~~4499 ~~the filing obligation of the Registrant under any of the following provisions.~~

oCheck ~~Written~~the ~~communications~~appropriate ~~pursuant~~box below if the Form 8-K filing is intended to ~~Rule~~simultaneously ~~425~~satisfy the filing obligation of the Registrant under any of the ~~Securities~~following ~~Act~~provisions (17see ~~CFR~~General ~~230~~Instruction A.~~425~~2 below).

o Written ~~Soliciting~~communications ~~material~~ pursuant to Rule 425 ~~14a-12~~ under the ~~Exchange~~Securities Act (17 ~~CFR240~~CFR 230.~~14a-12~~425)

o Soliciting ~~Pre-commencement~~material ~~communications~~ pursuant to Rule ~~14d~~ 14a-~~2(b)~~12 under the Exchange Act (17 CFR 240.~~14d~~14a-~~2(b~~12))

o Pre-commencement communications pursuant to Rule ~~13e~~ 14d-42(cb) under the Exchange Act (17 CFR 240.~~13(e)~~14d-42(cb)).

~~This Current Report on Form 8~~o Pre-Kcommencement ~~and~~communications ~~other~~pursuant ~~reports filed by the Registrant from time~~ to ~~time with the Securities and Exchange Commission~~ Rule 13e-4(~~collectively the “Filings”~~c) ~~contain~~under ~~forward-looking statements and information that are based upon beliefs of, and information currently available to,~~ the ~~Registrant’s~~Exchange ~~management,~~Act ~~as well as estimates and assumptions made by the Registrant’s~~(17 ~~management.~~CFR 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 statements240. ~~Such statements~~13(e)-4(c)) 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.

~~Item~~TABLE ~~5.02~~OF ~~Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers~~CONTENTS

Effective on January 1, 2010, Mr. Jeffrey M. Johnson resigned as independent director on the board of directors of the Registrant.


Item 1.01 Entry Into a Material Definitive Agreement			2
Item 2.03 Creation of a Direct Financial Obligation			2
Item 9.01 Financial Statements and Exhibits			2
EX-10.1
EX-10.2
EX-10.3

Mr. JohnsonTable served on the iMedia board from January 10, 2008 and has over 20 years of publishing experience as well as extensive experience in multi-media initiatives including print, broadcast and online. Since March 2007, he has been the Operating Partner for The Yucaipa Companies.Contents

~~Also~~This ~~effective~~Current ~~January~~Report on Form 18-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, ~~2010~~and information currently available to, the ~~Mr. Anthony~~Registrant’s ~~Fidaleo~~management, ~~has~~as ~~resigned~~well as ~~director~~estimates and ~~CFO.~~assumptions ~~Mr. Fidaleo~~made by the Registrant’s ~~has~~management. ~~worked~~When atused in the ~~CFO~~Filings ~~position~~the atwords ~~iMedia~~“anticipate”, ~~since~~“believe”, ~~2006~~“estimate”, “expect”, “future”, “intend”, “plan” or the negative of these terms and ~~was~~similar aexpressions ~~director~~as ~~since~~they ~~2007.~~relate Mrto the Registrant or the Registrant’s management identify forward looking statements. ~~Fidaleo~~ Such statements ~~will~~reflect ~~remain~~the ~~working~~current view of the Registrant with ~~iMedia~~respect asto afuture ~~consultant~~events and ~~will~~are ~~assist~~subject into ~~the~~risks, uncertainties, ~~transition~~assumptions and other factors relating to athe ~~new~~Registrant’s ~~CFO.~~industry, ~~Mr.~~operations and ~~Daniel~~results ~~Price~~of ~~will~~operations beand ~~replacing~~any ~~Mr. Fidaleo~~businesses onthat anmay ~~interim~~be ~~basis.~~acquired Mrby the Registrant. ~~Price~~ isShould ~~the~~one ~~former~~or ~~controller~~more of ~~iMedia~~these ~~International~~risks ~~and~~or ~~has~~uncertainties ~~worked at Adstar~~materialize, aor ~~newspaper~~should ~~advertising~~the ~~software~~underlying ~~and~~assumptions ~~services company~~prove incorrect, actual inresults amay ~~qualified~~differ ~~capacity~~significantly tofrom ~~oversee~~those ~~iMedia’s~~anticipated, ~~financial~~believed, ~~duties~~estimated, expected, intended or planned.

~~The~~SECTION ~~resignation~~1 of— ~~Mr. Johnson and Mr. Fidaleo reduces the number of directors to three. iMedia~~REGISTRANT’~~s plan~~S toBUSINESS ~~have~~AND ~~a fully independent board of five directors is planned for first quarter of 2010.~~OPERATIONS

~~SIGNATURES~~Item 1.01 Entry Into a Material Definitive Agreement.

~~Pursuant~~On January 29, 2010, iMedia International, Inc. (the “Registrant”) entered into a financing agreement with an accredited investor, CH Trust, (the “Investor”), pursuant to which the ~~requirements~~Investor agreed ofto loan the ~~Securities~~Registrant ~~Exchange~~$2,500,000 ~~Act~~on or before March 12, 2010. The proceeds will be used for marketing, general and administrative expenses and working capital purposes, including but not limited to media distribution expenses, consulting, payroll, and sales costs. In addition, an interim financing agreement for $150,000 with an existing investor, Sawtooth Properties LLLP, has been completed to allow for immediate working capital until the larger financing of ~~1934~~$2,500,000 is completed, on or before March 12, 2010. In addition to the ~~Registrant~~terms ~~has~~of ~~duly~~the short term financing ~~caused~~agreement, ~~this~~Sawtooth ~~Report~~Properties LLLP will receive warrants to bepurchase ~~signed~~100,000 onshares ~~its~~of ~~behalf~~common stock byin iMedia International at a conversion price of 50 cents each, or the ~~undersigned~~trading ~~hereunto~~price ~~duly~~at ~~authorized~~the end of day of funding, whichever is less.

Date: January 7, 2010	iMEDIA INTERNATIONAL, INC.
	By:	Henry Williamson
		Henry Williamson
		Chairman and CEO

SECTION 2 — FINANCIAL INFORMATION

Item 2.03 Creation of a Direct Financial Obligation

On February 1, 2010, iMedia International, INC. (the “Registrant”) entered in to a financial obligation with Sawtooth Properties LLLP for $150,000 in debt, and warrants to purchase common stock in iMedia International, INC. at 50 cents per share, or the trading price of the end of day on the date of funding (February 2, 2010). The details of this agreement and obligation are reflected in exhibits 9.2 and 9.3 of this filing.

SECTION 9 — FINANCIAL STATEMENTS AND EXHIBITS

Item 9.01 Financial Statements and Exhibits.


Exhibit No.		Document

10.1		Letter of Intent, dated as of January 29, 2010.

10.2		Loan Agreement, dated as of January 29, 2010.

10.3		Common Stock Purchase Warrant, dated as of February 2, 2010.

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: February 3, 2010

UNITEDTable STATES SECURITIESof AND EXCHANGE COMMISSION Contents

Mr. JohnsonTable served on the iMedia board from January 10, 2008 and has over 20 years of publishing experience as well as extensive experience in multi-media initiatives including print, broadcast and online. Since March 2007, he has been the Operating Partner for The Yucaipa Companies.Contents

Table of Contents

Filing Compare · IMEDIA INTERNATIONAL INC