-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, OTx7yfI9VRpJE2A8ehGjL56a6RdIj2WU+TSPQhdcYc5OJBD4EYFPa0dz0kqLksDb ep0SZioFBFzTecWyEocK4Q== 0001356018-08-000026.txt : 20080114 0001356018-08-000026.hdr.sgml : 20080114 20080114162456 ACCESSION NUMBER: 0001356018-08-000026 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20080108 ITEM INFORMATION: Other Events FILED AS OF DATE: 20080114 DATE AS OF CHANGE: 20080114 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Financial Media Group, Inc. CENTRAL INDEX KEY: 0001107998 STANDARD INDUSTRIAL CLASSIFICATION: FINANCE SERVICES [6199] IRS NUMBER: 330198542 STATE OF INCORPORATION: NV FISCAL YEAR END: 0831 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-32923 FILM NUMBER: 08528836 BUSINESS ADDRESS: STREET 1: 2355 MAIN STREET STREET 2: SUITE 120 CITY: IRVINE STATE: CA ZIP: 92614 BUSINESS PHONE: 9494863990 MAIL ADDRESS: STREET 1: 2355 MAIN STREET STREET 2: SUITE 120 CITY: IRVINE STATE: CA ZIP: 92614 FORMER COMPANY: FORMER CONFORMED NAME: Giant Jr. Investments Corp. DATE OF NAME CHANGE: 20040617 FORMER COMPANY: FORMER CONFORMED NAME: ESSXSPORT CORP DATE OF NAME CHANGE: 20001205 8-K 1 form8k.htm FINANCIAL MEDIA GROUP 8-K ITEM 8.01 010808 form8k.htm


 
 
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 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): January 4, 2008


FINANCIAL MEDIA GROUP, INC.
(Exact Name of Registrant as Specified in Charter)

 
Nevada
(State or Other Jurisdiction of Incorporation)


0-32923
(Commission File Number)


33-0198542
(I.R.S. Employer Identification No.)


2355 Main Street, Suite 120
Irvine, California 92612
(Address of Principal Executive Offices) (Zip Code)


(949) 486-3990
(Registrant's Telephone Number, Including Area Code)


 


 
 
This Current Report on Form 8-K is filed by Financial Media Group, Inc., a Nevada corporation (the “Registrant”), in connection with the item set forth below.
 
ITEM 8.01  OTHER EVENTS

On August 27, 2007, the Board of Directors of the Registrant authorized the conversion of two Convertible Promissory Notes of $1,500,000 (One Million Five Hundred Thousand Dollars) each, payable to Mr. Albert Aimers (or assignee), Chief Executive Officer of the Registrant, due January 10, 2010. On January 4, 2008, the Registrant agreed to issue 15,000,000 shares of its common stock to AMC Capital Group, Inc., a corporation of which Mr. Aimers is an officer, director and principal shareholder, in exchange for cancellation of a principal balance of $3,000,000 debt owed to Mr. Aimers. The shares issued by the Registrant were valued at the closing market price of the shares on January 3, 2008, which was $0.20 per share.


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.


FINANCIAL MEDIA GROUP, INC.

By /s/ Javan Khazali
Javan Khazali
Chief Operating Officer

Dated: January 8, 2008




EXHIBIT INDEX

Exhibit No.       Description of Exhibit

 
10.1
Convertible Promissory Notes of $1,500,000 each, dated January 3, 2005
 
 

- 2 -

EX-10.1 2 ex101.htm PROMISSORY NOTES DATED JANUARY 3, 2005 ex101.htm
 
FIRST PROMISSORY NOTE


$1,500,000.00
Irvine, California


On demand, for value received, WALLSTREET DIRECT, INC. (the “Debtor”), promise to pay to ALBERT R. AIMERS, an individual, (the “Creditor”), or order, or assignee, the principal sum of One Million Five Hundred Thousand Dollars ($1,500,000.00) plus interest at the rate set forth in Subparagraph “b,” below, under the following terms and conditions:

i.  
Secured Note: This promissory note (the “Note”) shall be secured by the Shares. The Note shall be subject to a recorded security agreement pursuant to the Uniform Commercial Code as adopted by the State of California as set forth in Attachment “B” (the “Security Agreement”), and incorporated herein by this reference.

ii.  
Principal Balance:  The principal balance of this Note shall be One Million Five Hundred Thousand Dollars ($1,500,000.00).

iii.  
Interest Rate:  The interest rate of the Note shall be Six Percent (6%) per annum.

iv.  
Payment:  The Debtor shall re-pay the entire principal balance of the Note, together with and any and all interest accrued on the Note, on January 31, 2010.

v.  
Method of Payment:  The Debtor shall make the Payment to the Creditor, by mail, to: 2575 McCabe Way, Irvine, California 92614, or such other location as may be determined from time-to-time by the Creditor. The Payment shall be made in lawful money of the United States of America.

vi.  
Prepayment Penalty:  There shall be no prepayment penalty for the early payoff of the Note.

vii.  
Late Payment Penalty:  The Debtor shall pay the Creditor a late payment penalty of Ten Percent (10%) of the amount of the Payment due, if the Payment due under Paragraph “d” on this Note is late by Seven (7) days.

viii.  
Assignment of the Note:  Neither Party may assign their rights and/or delegate their duties or obligations under this Agreement without the prior written consent of the other Party. However, should such an assignment or delegation occur, nothing in this paragraph shall be construed as relieving either Party of their original duties or obligations under this Agreement.

ix.  
Acceleration of the Note:  Should the Debtor default on any provisions of this Agreement and/or the Note before the Note is paid in full, the Creditor may, at the sole discretion of the Creditor, accelerate the Note so that the entire principal balance of the Note shall become due and payable immediately.

x.  
Attorneys’ Fees and Costs:  The Debtor shall pay on demand the Creditor any and all reasonable costs and expenses, including reasonable attorneys’ fees and collection costs incurred by the Creditor in connection with any default under this Note.

xi.  
Waivers:  Both Creditor and Debtor jointly and severally waive presentment, protest and notice of dishonor of this Note.



Dated: January 3, 2005                                                                        /s/ Neeraj S. Iyer
By: Neeraj S. Iyer, President
For:  WALLSTREET DIRECT, INC.
A Nevada Corporation, Debtor



 
 
 
SECOND PROMISSORY NOTE


$1,500,000.00
Irvine, California


On demand, for value received, WALLSTREET DIRECT, INC. (the “Debtor”), promise to pay to ALBERT R. AIMERS, an individual, (the “Creditor”), or order, or assignee, the principal sum of One Million Five Hundred Thousand Dollars ($1,500,000.00) plus interest at the rate set forth in Subparagraph “b,” below, under the following terms and conditions:

i.  
Secured Note: This promissory note (the “Note”) shall be secured by the Shares. The Note shall be subject to a recorded security agreement pursuant to the Uniform Commercial Code as adopted by the State of California as set forth in Attachment “B” (the “Security Agreement”), and incorporated herein by this reference.

ii.  
Principal Balance:  The principal balance of this Note shall be One Million Five Hundred Thousand Dollars ($1,500,000.00).

iii.  
Interest Rate:  The interest rate of the Note shall be Six Percent (6%) per annum.

iv.  
Payment:  The Debtor shall re-pay the entire principal balance of the Note, together with and any and all interest accrued on the Note, on January 31, 2007.

v.  
Method of Payment:  The Debtor shall make the Payment to the Creditor, by mail, to: 2575 McCabe Way, Irvine, California 92614, or such other location as may be determined from time-to-time by the Creditor. The Payment shall be made in lawful money of the United States of America.

vi.  
Prepayment Penalty:  There shall be no prepayment penalty for the early payoff of the Note.

vii.  
Late Payment Penalty:  The Debtor shall pay the Creditor a late payment penalty of Ten Percent (10%) of the amount of the Payment due, if the Payment due under Paragraph “d” on this Note is late by Seven (7) days.

viii.  
Assignment of the Note:  Neither Party may assign their rights and/or delegate their duties or obligations under this Agreement without the prior written consent of the other Party. However, should such an assignment or delegation occur, nothing in this paragraph shall be construed as relieving either Party of their original duties or obligations under this Agreement.

ix.  
Acceleration of the Note:  Should the Debtor default on any provisions of this Agreement and/or the Note before the Note is paid in full, the Creditor may, at the sole discretion of the Creditor, accelerate the Note so that the entire principal balance of the Note shall become due and payable immediately.

x.  
Attorneys’ Fees and Costs:  The Debtor shall pay on demand the Creditor any and all reasonable costs and expenses, including reasonable attorneys’ fees and collection costs incurred by the Creditor in connection with any default under this Note.

xi.  
Waivers:  Both Creditor and Debtor jointly and severally waive presentment, protest and notice of dishonor of this Note.



Dated: January 3, 2005                                                                        /s/ Neeraj S. Iyer
By: Neeraj S. Iyer, President
For:  WALLSTREET DIRECT, INC.
A Nevada Corporation, Debtor

 
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