8-K

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 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):  September 5, 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	(Commission	(I.R.S. Employer
of Incorporation)	File Number)	Identification No.)

888 East Las Olas Blvd., Suite 710, Fort Lauderdale, Florida 33301

(Address of Principal Executive Office) (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:

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

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

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

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

ITEM 1.01

ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT

ITEM 3.02

UNREGISTERED SALES OF EQUITY SECURITIES

On September 5, 2007, MediaREADY, Inc. (the “Company”) entered into a consulting agreement(the “Agreement”) with Capital One Resource Co., Ltd, a Brunei Corporation (“Consultant”) and wholly owned subsidiary of China Direct, Inc., a Florida corporation. Consultant has agreed to provide business consulting services pertaining to potential merger and/or acquisition transactions.    

Upon signing of the Agreement, we paid, 10,000,000 shares of Company common stock to Consultant. This share issuance was exempt from registration under the Securities Act of 1933 pursuant to Section 4(2) of that Act. Upon the signing of any definitive agreement to enter into any business combination transaction with any entity introduced by Consultant or any affiliates of Consultant, we shall pay an additional 8,000,000 Company common shares to Consultant.    

The Agreement is attached hereto as Exhibit 10.1 and incorporated herein by reference.

ITEM 7.01

REGULATION FD DISCLOSURE

On September 10, 2007, the Company issued a press release announcing its execution of a Letter of Intent to acquire a 51% equity interest in Shandong Jiajia International Freight & Forwarding Co., Ltd, a Chinese limited liability company based in Qingdao, Shandong, China.  The press release is attached hereto as Exhibit 99.1 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

10.1  Consulting Agreement dated September 5, 2007

 99.1  Press release, dated September 10, 2007

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.

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

Date:  September 10, 2007

EX-10.1

EXHIBIT 10.1

CONSULTING AGREEMENT

This Consulting Agreement (the "Agreement") made this fifth day of September by and between Capital One Resource Co., Ltd., (the “Consultant”), a Brunei Corporation, and wholly owned subsidiary of China Direct, Inc., a Florida corporation located at 5301 N. Federal Highway, Suite 120, Boca Raton, FL 33487, and MediaReady, Inc., a Florida corporation (“MRED” or "Company"), located at 888 East Las Olas Boulevard, Suite 710, Fort Lauderdale, FL 33301.

RECITALS:

A.

MediaReady, Inc. desires to engage the services of Consultant to assist MRED to identify, evaluate and coordinate a potential merger and/or acquisition opportunity involving an entity in the People’s Republic of China (“PRC”).  MRED will look to Consultant for advice on general business activities and customs relative to the operations of a business entity in the PRC.  

B.

Capital One Resource Co., Ltd., is a consultant organization serving as a cross pacific bridge between US capital markets and entities operating within the Chinese economy.

C.

Capital One Resource Co., Ltd. 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 has identified an entity located in the PRC who is desirous of establishing a potential merger and acquisition opportunity and/or business combination with a U.S. entity.  Consultant hereby agrees that it shall, during the term of this Agreement, undertake the performance of services as outlined in this Agreement.  

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 its best efforts to provide support to MRED in the following areas:

i.

Structure a potential M&A or business combination

ii.

Translation of materials (English/Chinese)

iii.

Restructure balance sheet of Company

iv.

Convert all outstanding debt obligations

v.

General business consulting relative to business customs in the PRC

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vi.

Support the efforts of MRED and a candidate to enter into definitive agreements regarding a potential transaction

vii.

Assist in the Due diligence on candidates

viii.

Assisting to close a potential transaction

ix.

Assist with the preparation and filing of a Form 8/K disclosing material terms and financial statements of potential transaction

2.

Term.  This Agreement shall expire on September 30, 2007.  Consultant compensation for any extension will be negotiated prior to such extension.

3.

Compensation.  

a

Company shall issue to Consultant 10,000,000 shares of common stock of MediaReady, Inc. (OTCBB: MRED) upon signing this Agreement.

b

Company shall issue to Consultant 8,000,000 shares of common stock of MediaReady, Inc. (OTCBB: MRED) upon signing a definitive agreement to enter into a business combination transaction with any entity introduced by Consultant or any of Consultant’s affiliates.  

c

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., China Direct, Inc. and its affiliates 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.  Consultant does not, in any way, guarantee that MRED will subsequently close any transaction with any Chinese entity introduced to MRED by Con sultant.

5.

Termination.  Either party may terminate this Agreement upon the giving of thirty (30) days’ prior written notice, but no such termination shall affect compensation pursuant to Paragraph 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

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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 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.  Consultant may be a party to such transaction at a price, terms and conditions more or less favorable than those offered to Company.

12.

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.

13.

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.

14.

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.

15.

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.
/s/ V. Jeffrey Harrell [Sign name]
V. Jeffrey Harrell, President [Print name]
September 5, 2007 [Date] Capital One Resource Co., Ltd.
/s/ Xiaowen Zhuang [Sign name]
Xiaowen Zhuang [Print name]
September 5, 2007 [Date]

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EX-99.1

EXHIBIT 99.1

MediaREADY Signs Letter of Intent to Acquire

Shandong Jiajia International

Diversified Chinese Company Bring’s Over $36 million in Annual Revenue

FORT LAUDERDALE, Fla., September 10, 2007 -- MediaREADY, Inc. (OTCBB: MRED), a provider of innovative interactive, media-convergent entertainment devices, announced today that it has signed a letter of intent to acquire controlling interest of Shandong Jiajia International Freight & Forwarding Co., Ltd. (“Shandong Jiajia”), a comprehensive logistics service provider and international shipping agent based in Qingdao, Shandong, China.  Formed in 1999, Shandong Jiajia arranges international land, maritime, and air transportation for its clients. In 2006, Shandong Jiajia achieved 2006 revenues of over $36 million.  

Jeffrey Harrell, President of MediaREADY, Inc. said, “As part of our recently announced relationship with China Direct, Inc. (OTCBB: CHND), we have been reviewing a number of significant acquisition candidates over the past few months.  The acquisition of a controlling interest in Shandong Jiajia offers MediaREADY an exciting opportunity to expand internationally, by adding a growing profitable enterprise with significant revenue and earnings to our existing business.  Upon the successful close of the acquisition, we expect to realize an immediate opportunity for additional revenue growth.

Since its formation in 1999, Shandong Jiajia has offered its clients a comprehensive service package which includes; receipt of goods, warehousing, transporting shipments, consolidation of freight, customs declaration, inspection declaration, multimodal transport, and combined large-scale logistics. The company has established extensive relationships with both domestic and international transportation service providers.  Shandong Jiajia has been the designated agent of world known shipping companies including; NYK (Nippon Yusen Kaisha), P&O (Nedlloyd), and RCL (Regional Container Lines).  In 2006, the company realized a gross profit of $2.6 million on over $36 million in revenues (un-audited).   

The proposal provides for MediaREADY to acquire a 51% equity interest in Shandong Jiajia.  The letter of intent provides that the parties will enter into a definitive agreement with expectations of a closing of the acquisition on or before October 31, 2007.  This will include working toward completion of a financial audit to meet MediaREADY’s reporting requirements upon the closing of the acquisition.

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 a 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 manner. 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 discus sed in  the Company's reports 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