8-K

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

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FORM 8-K

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CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported) May 22,2007

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MediaREADY, Inc.

(Exact Name of Registrant as Specified in Its Charter)

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Florida	0-31497	65-1001686
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(IRS Employer Identification No.)

888 East Las Olas Blvd. Suite 710 Ft. Lauderdale, Fla. 33301

(Address of Principal Executive Offices) (Zip Code)

(954) 527-7780

Registrant’s Telephone Number, Including Area Code

N/A

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 3.02

Unregistered Sales of Equity Securities

On May 22, 2007, MediaREADY, Inc. (the “Company”) issued to China Direct Investments, Inc., a Florida corporation (the “Consultant”) 2,500,000 shares of restricted common stock of the Company.

This share issuance was part of a Consulting and Management Agreement (the “Agreement”) entered into by the Company with Consultant. Pursuant to the Agreement, Consultant has agreed to provide general corporate and business consulting services to Company pertaining to potential Company transactions contemplated with entities from the Peoples Republic of China.

The share issuance was exempt from registration under the Securities Act of 1933 pursuant to Section 4(2) of that Act.

The Agreement is attached hereto as Exhibit 99.1 and incorporated herein by reference.

Item 7.01

Regulation FD Disclosure

On May 23, 2007, the Company issued a press release announcing its entry into a Consulting and Management Agreement with China Direct Investments, Inc. referenced in Item 3.02 of this Current Report on Form 8-K. The press release is attached hereto as Exhibit 99.2 and incorporated herein by reference.

The information contained in the press release attached hereto is being furnished and shall not be deemed filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liability of that Section, and shall not be incorporated by reference into any registration statement or other document filed under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such filing.

Item 9.01.

Financial Statements And Exhibits

(d)

Exhibits

Exhibit No.	Description
99.1	Consulting and Management Agreement dated May 22, 2007
99.2	Press release, dated May 23, 2007

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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.

Date:  May 23, 2007

MEDIAReady, INC.
By:	/s/ V. JEFFREY HARRELL
	V. Jeffrey Harrell,
	CEO/President

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EX-99.1

EXHIBIT 99.1

CONSULTING AND MANAGEMENT AGREEMENT

Consulting and Management Agreement ("Agreement") made this 22^nd day of May 2007 by and between China Direct Investments, Inc., (the “Consultant”), a Florida Corporation, located at 5301 N. Federal Highway, Suite 120, Boca Raton, FL 33487, Tel: 561-989-9171; Fax: 561-989-8206 and MediaReady, Inc., a Florida corporation (“MRED” or "Company"), located at 888 East Las Olas Boulevard, Suite 710, Fort Lauderdale, FL 33301, Phone: 954-527-7780;
Fax: 954-527-7772.

RECITALS:

A.

MediaReady, Inc. desires to engage the services of Consultant as a subcontractor.  As subcontractor, MediaReady, Inc. will look to the Consultant for introductions and advice as it relates to general business activities, mergers and acquisitions, business combinations, and accounting and financial management of the Company.  

B.

     China Direct Investments, Inc is a wholly-owned subsidiary of China Direct, Inc.,  a Florida Corporation, located at 5301 N. Federal Highway, Suite 120, Boca Raton, FL 33487, Tel: 561-989-9171; Fax: 561-989-8206.

C.

     China Direct Investments, Inc. is desirous of performing such consulting services on behalf of MediaReady, Inc.

NOW, THEREFORE, in consideration of the mutual covenants and agreements contained in this Agreement, the parties hereto agree as follows:

1.

Consulting Services.

a

Consultant agrees to use best efforts to source a synergistic company located in China for MediaReady upon the terms and subject to the conditions contained in this Agreement. Consultant hereby agrees that it shall, during the term of this Agreement, undertake the performance of services as outlined in this Agreement.  Within the ninety (90) days from the date first written above, Consultant will present at least two Chinese companies to MediaReady for potential acquisition or business combination.  Consultant does not, in any way, guarantee that Company will subsequently close any transaction with any Chinese entity introduced to Company by Consultant.

b

Upon the terms and subject to the conditions contained in this Agreement, Consultant hereby agrees that it shall, during the term of this Agreement, use best efforts to provide support to the Company in the following areas:

i.

General business consulting

ii.

Assisting and sourcing funds if necessary

iii.

Identifying potential merger candidates in China

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iv.

Due diligence on merger candidates

v.

Identifying a potential buyer for potential business combinations

vi.

Assisting in financial and accounting management

vii.

Assisting in auditing

viii.

Assisting in SEC filings and disclosure

2.

Term.  This Agreement shall be for a term of three (3) months from the date hereof.  This Agreement may be extended for an additional twelve (12) months upon the mutual agreement of both Company and Consultant.  Consultant compensation for any extension will be negotiated prior to such extension.  .

3.

Compensation.  

a

Company shall issue to Consultant 2,500,000 restricted shares of common stock of MediaReady, Inc. (OTCBB: MRED).  

b

Discretionary Award Fees.  At the discretion of the Company, this Agreement provides for the additional payment of fees payable to the Consultant in either readily available funds or other marketable securities.  

4.

Indemnification.  Consultant shall not be liable to the Company or to any officer, director, employee, stockholders, or creditor of the Company, for any act or omission in the course of or in connection with the provision of advice or assistance hereunder.  The Company agrees to and shall defend, indemnify and hold China Direct Investments, Inc. and/or China Direct, Inc. and any of their directors, officers and employees harmless from and against any and all suits, claims, demands, causes of action, judgment damages, expenses and liability (including court costs and attorney’s fees which may in any way result from services provided by Consultant pursuant to or in connection with this Agreement.  

5.

Termination.  Either party may terminate this Agreement upon the giving of thirty (30) days’ prior written notice, but no such termination shall affect the non refundable retainer pursuant to Paragraphs 3 hereof.  

6.

Entire Agreement.  This Agreement contains the entire agreement among the parties with respect to the subject matter hereof and supersedes all prior agreements, written or oral, with respect thereto.

7.

Waivers and Amendments.  This Agreement may be amended, modified, superseded, cancelled, renewed or extended, and the terms and conditions hereof may be waived, only by a written instrument signed by the parties or, in the case of a waiver, by the party waiving compliance.  No delay on the part of any party in exercising any right, power or privilege hereunder shall operate as a waiver thereof, nor shall any waiver on the part of any party of any right, power or privilege hereunder, nor any single or partial exercise of any right, power or privilege hereunder, preclude any other or further exercise thereof or the exercise of any other right, power or privilege

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hereunder.  The rights and remedies herein provided are cumulative and are not exclusive of any rights or remedies which any party may otherwise have at law or in equity.

8.

Governing Law.  This Agreement shall be governed and construed in accordance with the laws of the State of Florida applicable to agreements made and to be performed entirely within such State.

9.

Severability of Provisions.  The invalidity or unenforceability of any term, phrase, clause, paragraph, restriction, covenant, agreement or other provision of this Agreement shall in no way affect the validity or enforcement of any other provision or any part thereof.

10.

Counterparts.  This Agreement may be executed in any number of counterparts, each of which when so executed, shall constitute an original copy hereof, but all of which together shall consider but one and the same document.

11.

Other Activities.  Nothing contained herein shall prevent Consultant from acquiring or participating in a transaction of any kind with any other entity proposed by Consultant to be acquired by Company.  Such transaction may be acquired at a price and upon terms and conditions more or less favorable than those offered to Company.

12.

Disclaimer.  Consultant acknowledges that he has relied upon the information provided by Company.  Consultant has in entering into this Agreement, relied on the warranties or representations made by Company, its officers, directors, agents, legal counsel or accountants concerning Company and/or its stock as to matters past, present or future.

13.

Natural Disaster. In the event that any obligation of either party is prevented or delayed by circumstances of natural disaster, such party will be excused from any failure to perform any such obligation under this Agreement to the extent that such failure is caused by any such circumstances.

14.

Non-Solicitation of Consultant's Employees: Company agrees not to knowingly hire or solicit Consultant's employees during performance of this Agreement and for a period of two years after termination of this Agreement without Consultant's written consent.

15.

Mediation and Arbitration: If a dispute arises under this Agreement, the parties agree to first try to resolve the dispute with the help of a mutually agreed-upon mediator in Palm Beach County, FL. Any costs and fees other than attorney fees associated with the mediation shall be shared equally by the parties. If the dispute is not resolved through mediation, the parties agree to submit the dispute to binding arbitration in Florida under the rules of the American Arbitration Association. Judgment upon the award rendered by the arbitrator may be entered in any court with jurisdiction to do so.

16.

Attorney Fees: If any legal action is necessary to enforce this Agreement, the prevailing party shall be entitled to reasonable attorney fees, costs and expenses.

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IN WITNESS WHEREOF, the parties have executed this Agreement on the date first above written.

MediaReady, Inc.	China Direct Investments, Inc.
/s/ Jeffrey Harrell	/s/ Marc Siegel
[Sign name]	[Sign name]
Jeffrey Harrell, President	Marc Siegel, President
[Print name]	[Print name]
5/22/07	5/22/07
[Date]	[Date]

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EX-99.2

EXHIBIT 99.2

MediaREADY, Inc. Engages China Direct, Inc. to Assist the Company with
its Plan to Enhance its Business through Acquisitions

FORT LAUDERDALE, Fla., May 23, 2007 /PRNewswire-FirstCall/ -- MediaREADY, Inc. (OTCBB: MRED), a provider of innovative interactive, media-convergent entertainment devices, announced today that it has engaged China Direct, Inc. (OTCBB: CHND), a diversified management and consulting company for Chinese entities, to assist MediaREADY in its efforts to diversify through possible acquisitions of synergistic technology businesses.  

MediaREADY intends to pursue an acquisition strategy in China that will focus on acquiring a Chinese entity that is currently generating substantial revenues and has achieved operational profitability.  MediaREADY will utilize China Direct’s expertise to formulate an acquisition strategy, screen potential acquisition candidates and develop a plan which management believes will enhance the Company’s overall position in the equity marketplace.  While the Company currently intends to continue the pursuit of its media operations, management will continuously evaluate its business objectives and strategies as its diversification plan unfolds.  

Jeffrey Harrell, CEO of MediaREADY, explained, “We believe this strategy will enable the Company to capitalize on opportunities brought forth by China Direct as we continue to pursue our current business model.  While management is committed to continuing in our current business model, we understand the need to build assets and business potential through diversification.  We believe this diversification program will help us achieve that objective.”

Mr. Harrell further explained, “With over 1.3 billion people, China is the world’s most populous country and the world’s fastest-growing economy over the past 25 years.  With GDP output of over $2.23 trillion in 2005, China has overtaken France and Great Britain to become the world’s fourth largest economy trailing only the U.S., Japan and Germany.”

Mr. Harrell concluded, “The reason we have decided to pursue a course in China is that we believe we can acquire a Chinese company at a very attractive valuation based on net tangible assets as opposed to earnings multiples.   The candidates we are targeting in China are operationally profitable and have tremendous potential for growth.”

About MediaREADY Incorporated :

MediaREADY, Inc (OTCBB: MRED) is a pioneer in the media center and portable media device markets offering products and services that provide consumers with new gateways to today’s digital media and online services; therefore influencing how consumers are entertained, become informed, and communicate.  The Company has launched several products in categories including; media center and portable media center products, customer support and affiliate promotion services.  MediaREADY is focused on delivering products and solutions that are innovative, affordable, and easy to use.  For more information on the MediaREADY product line, including purchasing information, visit www.MediaREADYInc.com.

About China Direct, Inc.

China Direct, Inc. (OTCBB: CHND) maintains active, majority stakes in a diversified portfolio of Chinese companies as well as offering consulting services for both private and publicly traded Chinese entities.  China Direct provides a platform to develop and nurture these entities as they expand their businesses globally. As your direct link to China, our Company serves as a vehicle to allow investors to directly participate in the rapid growth of Chinese economy in a diversified and balanced way. For more information about China Direct, please visit http://www.cdii.net.

Safe Harbor Statement

This news release contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995.  These forward-looking statements are based on current expectations or beliefs, including, but not limited to, statements concerning the Company's operations, financial performance and, condition.  For this purpose, statements that are not statements of historical fact may be deemed to be forward-looking statements.  The Company cautions that these statements by their nature involve risks and  uncertainties, and actual results may differ materially depending on a variety  of important factors, including, but not limited to, the impact of competitive  products, pricing and new technology; changes in consumer preferences and  tastes; and effectiveness of marketing; changes in laws and regulations;  fluctuations in costs of production, and other factors as those discussed in  the Company's report s filed with the Securities and Exchange Commission from time to time.  In addition, the company disclaims any obligation to update any forward-looking statements to reflect events or circumstances after the date hereof.

INVESTOR RELATIONS:

MediaREADY, Inc.

954-527-7780

investor@mediareadyinc.com

www.mediareadyinc.com