UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

~~Washington~~WASHINGTON, ~~D.C.~~DC 20549

FORM 6-K

REPORT OF FOREIGN PRIVATE ISSUER ~~PURSUANT TO RULE 13a-16 OR 15d-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934~~

~~Date of~~PURSUANT ~~Report: April~~TO ~~23,~~RULE ~~2010~~13a-16 OR 15d-16 UNDER

~~Commission~~THE ~~File~~SECURITIES ~~Number:~~EXCHANGE ~~001-34395~~ACT OF 1934

~~CHINA~~For ~~NETWORKS~~February ~~INTERNATIONAL HOLDINGS LTD.~~ 2020

~~(Exact~~Commission ~~name~~File ofNo. ~~registrant as specified in its charter)~~001-34395

~~9 Dong~~China ~~San~~Networks ~~Huan~~International ~~Zhong~~Holdings ~~Lu, Suite 1101~~Ltd.

~~Chaoyang District~~801, 29F ~~Beijing,~~Block ~~100020~~C,

~~People’s~~Central ~~Republic~~International ofTrade ~~China~~ Center,

~~(Address~~6A ofJian ~~principal~~Guo ~~executive~~Men ~~offices)~~Wai Avenue,

~~Indicate~~Chao byYang ~~check mark whether the registrant files or will file annual reports under cover Form 20-F or Form 40-F. Form 20-F x Form 40-F~~District

~~Indicate~~Beijing, ~~by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1): Not Applicable~~PRC

~~Indicate~~(ADDRESS byOF ~~check~~PRINCIPAL ~~mark~~EXECUTIVE ~~if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b~~OFFICES.)~~(7): Not Applicable~~

Indicate by check mark whether the registrant byfiles ~~furnishing~~or ~~the~~will ~~information~~file ~~contained~~annual ~~in this~~reports ~~Form~~under iscover ~~also~~Form ~~thereby~~20-F ~~furnishing the information to the Commission pursuant~~or toForm ~~Rule 12g3~~40-~~2(b) under the Securities Exchange Act of 1934~~F. ~~Yes No x~~

~~If “Yes”~~Form ~~marked,~~20-F ~~indicate~~☒ ~~below~~Form ~~the file number assigned to the registrant in connection with Rule 12g3~~40-~~2(b):~~F ~~82 - ______.~~☐

Indicate Onby ~~April~~check 7,mark ~~2010,~~if ~~upon receipt of~~ the ~~written~~ ~~consent~~registrant ofis asubmitting ~~majority~~the ofForm ~~its shareholders, China Networks International~~6-K ~~Holdings,~~in ~~Ltd.~~paper ~~(the~~as ~~“Company”)~~permitted ~~amended~~by ~~and~~Regulation ~~restated~~S-T ~~the~~Rule ~~Company’s Memorandum and Articles of Association~~ 101(~~the “Memorandum”~~b)~~. A copy of the amended and restated Memorandum is attached hereto as Exhibit 99.~~(1.): ____

~~On April~~Indicate ~~13, 2010, the Company entered into a Securities Purchase Agreement (the “Securities Purchase Agreement”), as amended~~ by ancheck ~~Amendatory~~mark ~~Agreement~~if ~~dated April 13, 2010 (~~the ~~“Amendatory~~registrant ~~Agreement”~~is ~~and~~submitting ~~together with~~ the ~~Securities Purchase~~Form ~~Agreement, the “SPA”), with certain accredited investors identified therein (the “Investors”) and effected the closing whereby the Company sold to the Investors (the “Offering”) six~~6-~~year~~K ~~10% senior secured convertible debentures~~ in ~~aggregate~~paper ~~principal~~as ~~amount~~permitted ofby ~~$11,000,000~~Regulation ~~(the “Debentures”). The~~S-T ~~Debentures~~Rule are convertible into Ordinary Shares of the Company at a per share conversion price of $1.14. At any time after the issuance of the Debentures and prior to the maturity date, the Company has the right to redeem all or part of the Debentures, at a redemption price equal to the sum of 101(ib) ~~120% of the principal amount of the Debenture then outstanding,~~ (ii7): ~~accrued but unpaid interest and (iii) all liquidated damages and other amounts due in respect of the Debenture so long as certain conditions specified therein are met.~~____

~~The~~Indicate ~~Company~~by ~~shall~~check ~~pay~~mark ~~interest~~whether on the ~~aggregate unconverted and then outstanding~~registrant ~~principal~~by ~~amount~~furnishing of the ~~Debentures~~information atcontained ~~the rate of 10% per annum, payable semi-annually. Interest may be paid~~ in ~~cash~~this ~~and/or~~form ~~Ordinary~~is ~~Shares~~also ~~of the~~thereby ~~Company~~furnishing at the ~~sole~~information ~~option~~to of the ~~Company. In~~Commission ~~addition,~~pursuant ~~60% of~~to ~~all~~Rule ~~dividends~~12g3-2(b) ~~received~~under by the ~~Company~~Securities ~~from~~Exchange ~~its subsidiaries must be used to~~Act ~~repay~~of ~~the outstanding principal on the Debentures~~1934.

InYes ~~addition~~☐ toNo ~~the Debentures, each Investor received 100 Ordinary Shares for every $173.444 invested in the Offering. Accordingly, an aggregate of 6,342,110 Ordinary Shares were issued to the Investors.~~☒

~~The~~If ~~proceeds~~“Yes” ~~of the Offering~~marked, ~~net~~indicate ofbelow ~~expenses, will be utilized by~~ the ~~Company~~file ~~first for~~number ~~the~~assigned ~~satisfaction~~to of the ~~obligation~~registrant ofin ~~China~~connection ~~Networks~~with ~~Media~~Rule ~~Ltd., the Company’s wholly~~12g3-~~owned subsidiary~~ 2(~~“China Media”~~b),: ~~to make a $7.17 million capital contribution to its joint venture, Kunming Taishi Information Cartoon Co., Ltd., with the remaining proceeds to be used for general working capital purposes.~~82-___

~~Pursuant~~Other to a Security Agreement entered into between the Company and the Investors, the Debentures will be secured by all of the assets of the Company (the “Security Agreement”). Pursuant to a Guaranty between the Company, China Media and the Investors, China Media will guarantee the Debentures. The Debentures will rank senior in right of payment to all existing and future indebtedness of the Company.Information

InOn ~~connection~~February ~~with~~14, ~~the consummation of the Offering~~2020, ~~the~~China ~~Company~~Networks ~~entered~~International ~~into~~Holdings ~~an Exchange~~Ltd. ~~and Amendatory Agreement~~ (the “~~Exchange Agreement~~Company”) ~~with~~filed ~~China~~a ~~Media and~~Form ~~the~~15 ~~holders~~with (the ~~“Original Debt Holders) of senior secured notes of China~~Securities ~~Media in~~and ~~aggregate~~Exchange ~~principal~~Commission ~~amount of $25,500,000~~ (the “~~Media Notes~~SEC”)~~. Pursuant~~ to ~~the~~voluntary ~~Exchange~~deregister ~~Agreement,~~its ~~the~~common ~~Original~~stock ~~Debt Holders~~under ~~agreed~~Section to12(g) ~~cancel~~of ~~all~~the ~~existing~~Securities Exchange ~~Media~~Act ~~Notes~~of in1934, ~~exchange~~as ~~for~~amended ~~the~~(“Exchange ~~pro~~Act”), ~~rata issuance~~and ofsuspend anits ~~aggregate~~reporting ofobligations ~~23,000,000~~under ~~Ordinary~~Section ~~Shares~~15(d) of the ~~Company and~~ ~~16,000,000~~Exchange ~~Class~~Act. AThe ~~Preferred~~unanimous ~~Shares~~decision of the Company~~. Immediately~~'s ~~upon the~~board ~~consummation~~ of ~~the~~directors ~~transactions~~to ~~contemplated~~file by the ~~Exchange~~Form ~~Agreement~~15 ~~(the “Exchange~~was ~~Transaction”),~~based ~~all~~on ~~payment~~a ~~obligations~~thorough ofreview ~~the Company or China Media~~of ~~under~~ the ~~Media~~benefits ~~Notes~~and ~~ceased~~risks ~~and~~associated ~~the~~with ~~Media~~being ~~Notes~~a ~~were~~public ~~terminated~~company.

~~-2-~~SIGNATURE

~~Each~~Pursuant ~~Class A Preferred Share is convertible~~ to ~~one~~the ~~Ordinary~~requirements ~~Share, as adjusted for stock splits, stock combinations, stock dividends and similar events applicable to all~~ of the ~~Company’s Ordinary Shares. The Class A Preferred Shares are~~Securities ~~redeemable~~Exchange atAct ~~the Company’s option in whole or in part for an aggregate sum~~ of ~~$16,000,000.~~ ~~Upon satisfaction or conversion of all of the Debentures~~1934, the ~~Company~~ ~~will~~registrant ~~be required to use 60% of all dividends distributed from the~~has ~~Company’s~~duly ~~off-shore~~caused ~~joint~~this ~~ventures~~report ~~towards redemption of the Class A Preferred Shares. Each Class A Preferred Share is entitled~~ to ~~receive a dividend, which will accrue at a rate of 5% per annum, and will~~ be ~~payable semi-annually~~signed ~~and in arrears in cash or, at the Company’s option, in Ordinary Shares of the Company at a 5% discount to the trailing 10-day volume-weighted average trading price of the Company’s Ordinary Shares~~ on ~~the~~its ~~principal~~behalf trading market on which they are quoted, though at no point at a price less than $0.50 per Ordinary Share. The Class A Preferred Shares have a liquidation preference of an aggregate of $16,000,000 upon the sale or liquidation of the Company. If the closing price of the Company’s Ordinary Shares on the principal trading market on which they are quoted is less than $0.50 upon the 24 month anniversary of the transaction contemplated by the ~~Exchange Agreement~~undersigned, ~~then~~thereunto ~~the liquidation~~duly ~~preference will increase to $21,000,000~~authorized. ~~The approval of holders of 70% of the Class A Preferred Shares will be required for any equity financing in which the Company sells its at a price per share below $1.00.~~

~~Following the~~China ~~closings~~Networks ofInternational ~~the~~Holdings ~~Offering~~Ltd. ~~and~~By: ~~the~~Li ~~Exchange~~Shuangqing ~~Transaction,~~Name: ~~the~~Li ~~Company’s~~Shuangqing ~~total outstanding~~Title: ~~capital~~Chief ~~consists~~Executive ~~of 41,019,993 Ordinary Shares and 16,000,000 Class A Preferred Shares.~~Officer

~~The~~Dated: ~~foregoing~~February ~~description of the Securities Purchase Agreement~~14, Amendatory Agreement, Debentures, Security Agreement, Guaranty and Exchange Agreement, does not purport to be complete and is qualified in its entirety by reference to the Securities Purchase Agreement, Amendatory Agreement, Debentures, Security Agreement, Guaranty and Exchange Agreement, which are filed as Exhibits 99.2 through 99.7 hereto, respectively, and are incorporated herein by reference.2020

The following is a list of all exhibits filed herewith:

Exhibit No.		Description
99.1		Amended and Restated Memorandum and Articles of Association
99.2		Securities Purchase Agreement, dated April 13, 2010
99.3		Amendatory Agreement, dated April 13, 2010
99.4		Form of Debenture
99.5		Security Agreement, dated April 13, 2010
99.6		Guaranty dated April 13, 2010
99.7		Exchange and Amendatory Agreement, dated April 13, 2010

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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 NETWORKS INTERNATIONAL HOLDINGS LTD.
Date: April 23, 2010	By:	/s/ Li Shuangqing
		Li Shuangqing
		Chairman and Chief Executive Officer

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EXHIBIT INDEX

Exhibit No.		Description
99.1		Amended and Restated Memorandum and Articles of Association
99.2		Securities Purchase Agreement, dated April 13, 2010
99.3		Amendatory Agreement, dated April 13, 2010
99.4		Form of Debenture
99.5		Security Agreement, dated April 13, 2010
99.6		Guaranty dated April 13, 2010
99.7		Exchange and Amendatory Agreement, dated April 13, 2010

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