8-K

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):  October 19, 2012

YOU ON DEMAND HOLDINGS, INC.

(Exact name of registrant as specified in its charter)

Nevada	000-19644	20-1778374
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)

27 Union Square, West Suite 502

New York, New York  10003

Telephone No.: 212-206-1216

(Address and telephone number of Registrant's principal

executive offices and principal place of business)

(Former name or 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):

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

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

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

o 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.

On May 10, 2012, at the Company’s request, the Chairman and Chief Executive Officer of YOU On Demand Holdings, Inc. (the “Company”), Mr. Shane McMahon, made a loan to the Company in the amount of $3,000,000.  In consideration for the loan, the Company issued a convertible note to Mr. McMahon in the principal amount of $3,000,000 (the “Note”).  As amended on May 21, 2012, the Note had an annual interest rate of 4% and would mature on the earlier of (i) the date on which the Company closes a financing of equity or equity-linked securities of the Company in which at least $5,000,000 in gross proceeds is raised, and (ii) May 10, 2013. The Note is convertible at any time into shares of our common stock at a conversion price of $10.00 per share; provided, however, that if the Company raises capital at any time prior to the maturity of the note, the note may be converted into the securities received by the investors in the most recent capital raise (as of the date of conversion) at a price not less than $4.75.

On October 19, 2012, the Company and Mr. McMahon entered into Amendment No. 2 to the Note (“Amendment No. 2”), pursuant to which (i) the Note will mature on May 10, 2013, (ii) Mr. McMahon and the Company agreed that the net proceeds of an underwritten public offering of equity or equity-linked securities of the Company is consummated within 60 days of October 19, 2012 (an “Excluded Public Offering”),  will not be used to prepay any portion of the outstanding principal or interest owing on the Note prior to May 10, 2013, and (iii) if the Company consummates financing of equity or equity-linked securities of the Company prior to May 10, 2013, other than an Excluded Public Offering, the net proceeds of such financing will be used to prepay the outstanding principal and interest then owing on the Note.

The foregoing description of Amendment No. 2 is qualified in its entirety by reference to the actual Amendment No. 2, a copy of which is filed as Exhibit 10.1 hereto and incorporated herein by reference.

Item 7.01 Regulation FD Disclosure.

On October 23, 2012, the Company made a slide presentation to a group of investors in New York, New York.  A copy of the Company’s presentation is furnished herewith as Exhibit 99.1.

The information contained in this current report on form 8-K and the exhibit attached hereto shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall such information or such exhibit be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing.  The information set forth in or exhibit to this form 8-K shall not be deemed an admission as to the materiality of any information in this report on form 8-K that is required to be disclosed solely to satisfy the requirements of Regulation FD.

Item 9.01. Financial Statements and Exhibits.

(d)  Exhibits

Exhibit No.	Description
10.1	Amendment No. 2 to Convertible Promissory Note, dated October 19, 2012, between the Company and Shane McMahon.
99.1	Slide Presentation of YOU On Demand Holdings, Inc.

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.

	YOU ON DEMAND HOLDINGS, INC.
Date: October 23, 2012	By:	/s/Marc Urbach
		Marc Urbach
		President and Chief Financial Officer

EX-10.1

EXHIBIT 10.1

YOU ON DEMAND HOLDINGS, INC.

AMENDMENT NO. 2 TO

CONVERTIBLE PROMISSORY NOTE

This AMENDMENT NO. 2 TO CONVERTIBLE PROMISSORY NOTE (the “Amendment”), effective as of October 19, 2012 (the “Effective Date”), is by and among YOU ON DEMAND HOLDINGS, INC., a Nevada corporation (the “Company”), and SHANE MCMAHON (the “Payee”).

WHEREAS, the Company and the Payee are parties to that certain Convertible Promissory Note of the Company, dated as of May 10, 2012, as amended as of May 18, 2012, in principal amount of $3,000,000.00 (the “Note”); and

WHEREAS, the Company and the Payee desire to amend the Note as provided herein;

NOW, THEREFORE, in consideration of the foregoing and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:

1.           Effective as of the Effective Date, Section 2(a) of the Note shall be deleted in its entirety and, in lieu thereof, the following new Section 2(a) is inserted:

Payments.    The Principal Amount and all accrued interest on this Note are due and payable to Payee, by wire transfer of immediately available Funds on May 10, 2013; provided, however, that the net proceeds of any financing of equity or equity-linked securities of the Company, except for an underwritten public offering of equity or equity-linked securities of the Company consummated within sixty (60) days following October 19, 2012, will be used to repay the Note until the full amount of the Note, and all accrued interest on the Note, is repaid.

2.           Effective as of the Effective Date, Section 2(c) of the Note shall be deleted in its entirety and, in lieu thereof, the following new Section 2(c) is inserted:

Optional Prepayments.  The Company may, at any time and from time to time without premium or penalty, prepay all or any portion of the outstanding Principal Amount of this Note together with all accrued and unpaid interest due thereon; provided, however, that the net proceeds of an underwritten public offering of equity or equity-linked securities of the Company consummated within sixty (60) days following October 19, 2012 may not be used to repay any portion of the Note prior to May 10, 2013.  Any prepayment of the Principal Amount will not affect the obligation of the Company to make subsequent scheduled payments of the unpaid Principal Amount at the times and in the amounts required until this Note is paid in full.

3.           Except as expressly amended by this Amendment, the terms and conditions of the Note are hereby confirmed and shall remain in full force and effect without impairment or modification.

4.           This Amendment shall be governed by and construed in accordance with the laws of the State of New York without giving effect to any choice of law or conflict of law provision or rule (whether of the State of New York or any other jurisdiction) that would cause the application of the laws of any jurisdiction other than the State of New York.

5.           This Amendment may be executed by facsimile and in two or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.

[Remainder of Page Intentionally Left Blank]

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IN WITNESS WHEREOF, the parties hereto have executed this Amendment effective as of the day and year first above written.

YOU ON DEMAND HOLDINGS, INC.
By:	/s/ Marc Urbach
	Marc Urbach
	President and Chief Financial Officer
	/s/ Shane McMahon
	Shane McMahon

3

EX-99.1

Exhibit 99.1

SAFE HARBOR STATEMENT AND USE OF NON-GAAP FINANCIAL MEASURES This presentation contains certain statements that may include 'forward looking statements‘ within the meaning of federal securities laws. All statements, other than statements of historical facts,  included herein are 'forward-looking statements'. Although the Company believes that the expectations reflected in these forward-looking statements are reasonable, they do involve assumptions, risks and uncertainties, and these expectations may prove to be incorrect. You should not place undue reliance on these forward-looking statements, which speak only as of the date of this presentation.   The Company's actual results could differ materially from those anticipated in these forward-looking statements as a result of a variety of factors, including those discussed in the Company's periodic reports that are filed with and available from the Securities and Exchange Commission. All forward-looking statements attributable to the Company or persons acting on its behalf are expressly qualified in their entirety by these factors. Other than as required under the securities laws, the Company does not assume a duty to update these forward-looking statements.   The financial information and data contained in this presentation is unaudited and does not conform to the Securities and Exchange Commission’s Regulation S-X.  This presentation includes certain estimated financial information and forecasts that are not derived in accordance with generally accepted accounting principles (“GAAP”), and which may be deemed to be non-GAAP financial measures within the meaning of Registration G promulgated by the Securities and Exchange Commission.    The Company has filed a registration statement (including a prospectus) with the Securities and Exchange Commission for the offering to which this communication relates.  Before you invest, you should read the prospectus in that registration statement and other documents the Company has filed with the Securities and Exchange Commission for more complete information about the Company and the offering.  You may get these documents for free by visiting EDGAR on the Commission’s website at www.sec.gov.

YOU On Demand FIRST NATIONAL PAY-PER-VIEW AND VIDEO ON DEMAND PLATFORM IN CHINA

YOU On Demand | CONFIDENTIAL * The Offering Offering Details Exchange Nasdaq Capital Market Ticker YOD Type of Offering Follow-on Expected Pricing Date October 31st, 2012 Price Range TBD Offering Size TBD Securities offered Registered Common Stock Greenshoe 15% Selling Concession 4.8% Underwriters Chardan Capital Markets, National Securities, Maxim Group

First national Pay-Per-View (PPV) and Video On Demand (VOD) platform across the People’s Republic of China Offering high quality Hollywood titles, domestic new releases and library content for the same price as a pirated DVD Movies ordered and delivered in the convenience of the home through digital cable TV set-top box The best content mix in the world Cable operator distribution agreements covering 7.2M homes passed Transactional (TVOD) and Subscription VOD (SVOD) packages offered Governmental partnerships and approvals YOU On Demand | CONFIDENTIAL * What is YOU On Demand? NASDAQ (“YOD”) NASDAQ (“YOD”) Current Price (10/19/12) $3.64 Shares Outstanding (fully diluted) 17.0M Public Float 8.8M Market Cap $61M

NASDAQ Listed (Ticker Symbol: “YOD”) YOU On Demand | CONFIDENTIAL *

License (from China Home Cinema - CHC) Content (from Studios) Distribution (through Cable Providers) YOU On Demand | CONFIDENTIAL * 3 Key Components to Operating Our Business in China Studios Government/ CHC Cable Providers

CCTV-6 – National China Movie Channel (Equivalent to a US national broadcaster only airing movies) CHC – National pay movie arm of CCTV-6 (Equivalent to HBO, Starz, Showtime, etc.) YOU On Demand operates under a 20-year national government license obtained by CCTV-6’s CHC to deliver: Video On Demand (VOD) Subscription Video On Demand (SVOD) Pay-Per-View (PPV) Near Video On Demand (NVOD) Other related Value Added Services (VAS) YOU On Demand | CONFIDENTIAL * VOD / PPV License Partners

Current Studio Partners YOU On Demand | CONFIDENTIAL *

Size of TWC Size of Comcast and TWC Size of Comcast, DirecTV and Dish Current Distribution Partners (Cable Providers) and Projections YOU On Demand | CONFIDENTIAL * Cable TV Homes Passed Projections Millions YOU On Demand currently has cable agreements covering 7.2 million homes passed: Jilin Cable Cixi Cable Jinan Cable Dalian Tiantu Cable Hubei Cable

YOU On Demand | CONFIDENTIAL * Interactive Program Guide (IPG)

Current Retail Products and Packages YOU On Demand | CONFIDENTIAL * Packages Coming Soon… Transactional VOD (TVOD) Subscription VOD (SVOD) New Release Hollywood Titles Domestic Titles Hollywood Library Titles Subscription VOD (SVOD)

The Opportunity: China Will Be 2X the Size of the United States in Digital HH by 2015 YOU On Demand | CONFIDENTIAL * Source: Media Partners Asia. Cable data: SNL Kagan “Cable TV Projections 2009 –2020” report 7/28/10. DBS data: SNL Kagan “U.S. DBS Industry Subscriber Projections” report 8/26/10. Telco data: SNL Kagan “Telco Video Projections 2009 –2020” report 6/21/10. Digital TV in China and US Millions of digital households Total 2011 U.S. Digital TV VOD and PPV Revenue: $3 billion Source: SNL Kagan

Increasing middle class resulting in greater disposable income and demand for entertainment (e.g. movies, concerts, sporting events) $6 billion spent on pirated DVDs in 2010 (3x the Chinese box office) Box office receipts were $2.1 billion in 2011 (up 30% from 2010) Only 20 standard-format foreign films allowed into China each year for theatrical release Consumer paying up to $16 for a single movie ticket Consumers paying $4 for Starbucks coffee Flat screen TV sales exploding — 49 million LCD TVs sold in 2011 alone YOU On Demand | CONFIDENTIAL * The Opportunity: The Largest Market in the World Has Untapped Potential for Premium Content

Consumers Back Office Service Providers Content Partner 2 Content Partner 1 Content Partner 3 Content Providers Billing Linear & VOD Content Reporting Ingestion Media Storage Business Rules Content Preparation FTP Tape USB DVD Satellite MPEG2 Metadata Authoring, Editing, and Validation Quality Control Encoding / Encryption Site-specific Metadata Creation Distribution List / Rules Creation Encoding / Transcoding / Encryption Transaction Data / Royalty Processing View Data / Performance Analysis Platform Mgmt Management Platform Set Top Box Video Head End Catcher VOD Server Authentication Secure Internet Censorship Approval * YOU On Demand | CONFIDENTIAL Cable Labs VOD Ericsson

Distribution (Cable) Providers Infrastructure and New capabilities Near Video on Demand (NVOD) Video on Demand (VOD) Pay-Per-View (PPV) Content licensing and distribution Studio Films Current Movie Library: 4,000 titles Marketing services Research and Data Reporting, collection and remittance Industry consulting Packaged networks Call Center Support YOU On Demand | CONFIDENTIAL * Services to Our Partners Content Providers (Studios) Alliances with leading media operators Governmental partnerships and approvals Encoding and Transcoding Digital content storage Metadata management Distribution Metadata authoring Dynamic M/D modification Encryption Marketing services Research and Data Reporting, collection and remittance Anti-Piracy Monitoring Distribution Processing Ingestion Preparation Approval

Promotions Integrated On Demand Campaigns Title Promotion Studio Campaigns Monthly Promotion Planner Print Direct Mail Key Art & Ad Slicks Bill inserts Digital Web Assets eMail Blasts YOD Affiliate Site SMS Campaigns and Promotions Lead Capture and Customer Data Social Media Networks Marketing Tactics On-Air Compilation Support Theatrical Tune-in Spots Barker Window Coming Soon Now Playing Last Chance Point-of-Sale CSR Tip Sheets Training Incentives Premiums * YOU On Demand | CONFIDENTIAL

Shane McMahon, Chairman & CEO Former EVP of Global Media at World Wrestling Entertainment (NYSE: WWE) Weicheng Liu, CEO, China Seasoned entrepreneur and executive in the telecom / cable industries Senior positions with Nortel, TSCI, DSI and TollBridge Marc Urbach, President & CFO Veteran in the finance industry holding various accounting, finance and operational roles overseeing US and China businesses Served as finance manager at the Walt Disney Company (NYSE: DIS) Lisa Richards, SVP, Distribution & Marketing Cable industry executive with over 15 years of experience managing distribution and marketing for both the U.S. and international markets Senior leadership roles at both Starz Encore Group, LLC and iN DEMAND, LLC Jason Patton, SVP, Technology & Business Development Former Senior Vice President, Business Development at iN DEMAND, LLC Handled new business at AT&T (NYSE: T) and lived in Hong Kong while working for AT&T’s Asia/Pacific group YOU On Demand | CONFIDENTIAL * Executive Experience

YOU On Demand | CONFIDENTIAL * Use of Proceeds Use of Proceeds: Product Launch Marketing Working Capital Transaction Costs

Capitalization Table YOU On Demand | CONFIDENTIAL *

YOU On Demand | CONFIDENTIAL * Comparable Company Analysis TTM average P/E multiple of 27x TTM average EV/EBITDA multiple of 9x Name Ticker Stock Price Market Cap Enterprise Value EV/EBITDA EV/EBITDA P/E P/E EV/Sales EV/Sales EPS EPS Profit Margin EBITDA Margin Name Ticker Stock Price Market Cap ($mm) TTM 2012E TTM 2012E TTM 2012E TTM 2012E Netflix NFLX 65.0 3,741 3,327 14.6x 20.1x 38.4x - 1.0x 0.9x 1.76 -0.02 2.9 % 6.6 % YouKu Tudou Inc. YOKU 19.6 2,378 1,834 - - - - 9.5x 6.7x -0.45 -0.35 -25.7 % -0.9 % SoHu.com Inc. SOHU 38.4 1,494 928 2.6x 3.4x 14.9x 19.2x 1.0x 0.9x 2.63 2.05 11.4 % 37.4 % Mean 8.6x 11.7x 26.6x 19.2x 3.8x 2.8x 1.31 0.56 -3.8% 14.4% Median 8.6x 11.7x 26.6x 19.2x 1.0x 0.9x 1.76 -0.02 2.9% 6.6%