SEC FORM 4

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

Vicis Capital, LLC

(Last)

(First)

(Middle)

126 EAST 56TH STREET, TOWER 56

SUITE 700

(Street)

NEW YORK

10022

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
CHINA MEDIA NETWORKS INTERNATIONAL INC. [ CMNW.OB ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

Director		10% Owner
Officer (give title below)	X	Other (specify below)
		Former 10% Owner

3. Date of Earliest Transaction (Month/Day/Year)
06/28/2006

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

	Form filed by One Reporting Person
X	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock, $0,0001 par value per share	06/28/2006		J		1,994,419	D	$0.3	2,000,000	I⁽¹⁾⁽²⁾	By Vicis Capital Master Fund

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
6% Convertible Senior Secured Debenture due June 15, 2008	$0.207	06/28/2006		J⁽¹⁾		$2,000,000		⁽⁴⁾	06/15/2008	Common Stock	9,661,089⁽⁵⁾	⁽¹⁾	30,261,089	I⁽¹⁾⁽²⁾	By Vicis Capital Master Fund
Series CS Common Stock Purchase Warrant No. CS-1	$0.375	06/28/2006		J⁽¹⁾		8,000,000		⁽⁶⁾	⁽⁷⁾	Common Stock	8,000,000⁽⁵⁾	⁽¹⁾	30,261,089	I⁽¹⁾⁽²⁾	By Vicis Capital Master Fund
Series CS Common Stock Purchase Warrant No. CS-2	$0.345	06/28/2006		J⁽¹⁾		8,000,000		⁽⁶⁾	⁽⁷⁾	Common Stock	8,000,000⁽⁵⁾	⁽¹⁾	30,261,089	I⁽¹⁾⁽²⁾	By Vicis Capital Master Fund
Series A Common Stock Purchase Warrant	$0.345	06/28/2006		J⁽¹⁾		0⁽³⁾		⁽⁴⁾	04/18/2011	Common Stock	2,000,000⁽⁵⁾	⁽¹⁾	30,261,089	I⁽¹⁾⁽²⁾	By Vicis Capital Master Fund
Series B Common Stock Purchase Warrant	$0.375	06/28/2006		J⁽¹⁾		0⁽³⁾		⁽⁴⁾	04/18/2011	Common Stock	2,000,000⁽⁵⁾	⁽¹⁾	30,261,089	I⁽¹⁾⁽²⁾	By Vicis Capital Master Fund
Series C Common Stock Purchase Warrant	$0.345	06/28/2006		J⁽¹⁾		0⁽⁸⁾		⁽⁴⁾	04/18/2011	Common Stock	600,000⁽⁵⁾	⁽¹⁾	30,261,089	I⁽¹⁾⁽²⁾	By Vicis Capital Master Fund

1. Name and Address of Reporting Person^*

Vicis Capital, LLC

(Last)

(First)

(Middle)

126 EAST 56TH STREET, TOWER 56

SUITE 700

(Street)

NEW YORK

10022

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

Director		10% Owner
Officer (give title below)	X	Other (specify below)
		Former 10% Owner

1. Name and Address of Reporting Person^*

Vicis Capital Master Fund

(Last)

(First)

(Middle)

126 EAST 56TH STREET, TOWER 56

SUITE 700

(Street)

NEW YORK

10022

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

Director		10% Owner
Officer (give title below)	X	Other (specify below)
		Former 10% Owner

Explanation of Responses:

1. On June 28, 2006 Vicis Capital Master Fund ("Vicis") entered into a Securities Purchase and Exchange Agreement with the Issuer. Pursuant to the Agreement, Vicis exchanged 1,994,419 shares of the Issuer's Common Stock, $1,700,000 in cash, and a Convertible Promissory Note issued by the Issuer on May 3, 2006 in the principal amount of $300,000 for: (i) the 6% Convertible Senior Secured Debenture due June 15, 2008 in the principal amount of $2,000,000; (ii) the Series CS Common Stock Purchase warrants to acquire 16,000,000 shares of the Issuer's comon stock in the aggregate; and (iii) the reduction of the exercise prices of the Series A Common Stock Purchase Warrant, the Series B Common Stock Purchase Warrant and the Series C Common Stock Purchase Warrant as set forth in Table II.

2. Represents the indirect holdings of Vicis Capital LLC. All of the foregoing represents securities held directly by Vicis Capital Master Fund. Vicis Capital LLC acts as investment advisor to Vicis Capital Master Fund and therefore has voting and dispositive power over all the foregoing shares. For the purposes of Rule 13d-3 under the Securities Exchange Act of 1934, as amended, Vicis Capital LLC may be deemed to be the beneficial owner of, but hereby disclaims such beneficial ownership of, the foregoing shares.

3. Originally acquired on May 31, 2006 as reported on Form 3 of Vicis Capital LLC filed June 12, 2006. Exercise price of the warrant was changed to the price reported herein in Table II pursuant to the transaction described in footnote 1 above.

4. Immediately.

5. Such warrants and debenture, as applicable, are subject to conversion caps that preclude the holder thereof from utilizing its exercise rights to the extent that such holder would beneficially own in excess of 4.99% of the Common Stock of the Issuer after giving effect to such exercise.

6. Exercisable the earlier of (i) the date the Registration Statement on Form SB-2 covering the warrant shares is declared effective; or (ii) June 27, 2007.

7. Expires the earlier of (i) five (5) years from the date the Registration Statement on Form SB-2 covering the warrant shares is declared effective; or (ii) June 27, 2012.

8. Originally acquired on June 1, 2006 as reported on Form 3 of Vicis Capital LLC filed June 12, 2006. Exercise price of the warrant was changed to the price reported herein in Table II pursuant to the transaction described in footnote 1 above.

	/s/ Shad Stastney, Chief Operating Officer, Vicis Capital LLC	06/30/2006
	/s/ Shad Stastney, Authorized Representative, Vicis Capital Master Fund	06/30/2006
	** Signature of Reporting Person	Date
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* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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