-----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, ErYW4T2j3AnnSa9nepU4x8iNdLgBNbmIGJRyU52daGX59KwV5D5DzP1NtEWxAY2M FPXOOwK1aWvEyX/ufDwiBQ== 0001144204-08-001676.txt : 20080111 0001144204-08-001676.hdr.sgml : 20080111 20080111100343 ACCESSION NUMBER: 0001144204-08-001676 CONFORMED SUBMISSION TYPE: SC 13G PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20080111 DATE AS OF CHANGE: 20080111 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: IMEDIA INTERNATIONAL INC CENTRAL INDEX KEY: 0001208498 STANDARD INDUSTRIAL CLASSIFICATION: [9995] IRS NUMBER: 841424696 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G SEC ACT: 1934 Act SEC FILE NUMBER: 005-79148 FILM NUMBER: 08525126 BUSINESS ADDRESS: STREET 1: 1721 21ST STREET CITY: SANTA MONICA STATE: CA ZIP: 90404 BUSINESS PHONE: 310-453-4499 MAIL ADDRESS: STREET 1: 1721 21ST STREET CITY: SANTA MONICA STATE: CA ZIP: 90404 FORMER COMPANY: FORMER CONFORMED NAME: IRVINE PACIFIC CORP DATE OF NAME CHANGE: 20021203 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: MIDSUMMER INVESTMENT LTD CENTRAL INDEX KEY: 0001312269 IRS NUMBER: 000000000 FILING VALUES: FORM TYPE: SC 13G BUSINESS ADDRESS: STREET 1: 485 MADISON AVENUE 23RD FLOOR CITY: NEW YORK STATE: NY ZIP: 10022 BUSINESS PHONE: 212-584-2140 MAIL ADDRESS: STREET 1: 485 MADISON AVENUE 23RD FLOOR CITY: NEW YORK STATE: NY ZIP: 10022 SC 13G 1 v099453_sc13g.htm
SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549
 

 
SCHEDULE 13G

INFORMATION TO BE INCLUDED IN STATEMENTS FILED
PURSUANT TO RULE 13d-1(b), (c) AND (d)


 
IMEDIA INTERNATIONAL, INC.
(Name of Issuer)
 
COMMON STOCK, $0.001 PAR VALUE
(Title of Class of Securities)

452467202
(CUSIP Number)

December 21, 2007
(Date of event which requires filing of this Statement)

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

o Rule 13d-1(b)

x Rule 13d-1(c)

o Rule 13d-1(d)
 
(Continued on following pages)

(Page 1 of 5 Pages)
 
 
 

 
Page 2 of 5
 
1.
NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Midsummer Investment Ltd.
2.
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP 
(a) o
(b) o
3.
SEC USE ONLY
4.
CITIZENSHIP OR PLACE OF ORGANIZATION:
Bermuda
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH REPORTING
PERSON WITH
5.
SOLE VOTING POWER
2,240,055 
6.
SHARED VOTING POWER
None.
7.
SOLE DISPOSITIVE POWER
2,240,055 
8.
SHARED DISPOSITIVE POWER
None.
9.
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,240,055 
10.
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
CERTAIN SHARES o
11.
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
11.2%
12.
TYPE OF REPORTING PERSON: OO

 
 

 
Page 3 of 5
 
Item 1(a).
Name of Issuer.
 
iMedia International, Inc. (the “Issuer”)
   
Item 1(b).
Address of Issuer’s Principal Executive Offices.
 
1721 21st Street, Santa Monica, California 90404
   
Item 2(a).
Names of Person Filing.
 
Midsummer Investment Ltd. (“Midsummer Investment”)

Item 2(b).
Address of Principal Business Office, or if none, Residence.
   
 
Midsummer Investment Ltd.
c/o Midsummer Capital, LLC
295 Madison Ave, 38th Floor
New York, NY 10017
   
Item 2(c).
Citizenship.
 
Bermuda
   
Item 2(d).
Title of Class of Securities.
 
Common Stock, par value $0.001 per share (the “Common Stock”)
   
Item 2(e).
CUSIP Number.
 
452467202 
   
Item 3.
If this statement is filed pursuant to Rules 13d-1(b) or 13d-2(b), check whether the person filing is a:
 
Not applicable.
   
Item 4.
Ownership.
 
On December 21, 2007, pursuant to a Reorganization Agreement dated December 20, 2007 between the Issuer, Midsummer Investment, and the other parties thereto, the Issuer issued Midsummer Investment 2,240,055 shares of Common Stock in accordance with the terms thereof.

Midsummer Capital, LLC is the investment advisor to Midsummer Investment. By virtue of such relationship, Midsummer Capital, LLC may be deemed to have dispositive power over the shares owned by Midsummer Investment. Midsummer Capital, LLC disclaims beneficial ownership of such shares. Mr. Michel Amsalem and Mr. Scott Kaufman have delegated authority from the members of Midsummer Capital, LLC with respect to the shares of Common Stock owned by Midsummer Investment. Messrs. Amsalem and Kaufman may be deemed to share dispositive power over the shares of common stock held by Midsummer Investment. Messrs. Amsalem and Kaufman disclaim beneficial ownership of such shares of Common Stock, and neither person has any legal right to maintain such delegated authority.
 
 
 

 
Page 4 of 5
 
Accordingly, for the purpose of this Statement:
 
Amount beneficially owned by Midsummer Investment: 2,240,055 shares of Common Stock of the Issuer.
 
(b)
Percent of Class: Midsummer Investment beneficially holds 11.2% of the Issuer’s issued and outstanding Common Stock (based on 19,972,876 shares of Common Stock issued and outstanding, as stated by the Issuer in its Form 8-K filed with the Commission on December 24, 2007).
 
(c)
Number of shares as to which Midsummer Investment has:
 
(i)
Sole power to direct the vote: 2,240,055 shares of Common Stock of the Issuer.
 
(ii)
Shared power to vote or to direct the vote: None.
 
(iii)
Sole power to dispose or direct the disposition of the Common Stock: 2,240,055 shares of Common Stock of the Issuer.
 
(iv)
Shared power to dispose or direct the disposition of the Common Stock: None.

Item 5.
Ownership of Five Percent or Less of a Class.
 
Not applicable.
   
Item 6.
Ownership of More than Five Percent on Behalf of Another Person.
 
Not applicable.
   
Item 7.
Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company.
 
Not applicable.
   
Item 8.
Identification and Classification of Members of the Group.
 
Not applicable.
   
Item 9.
Notice of Dissolution of Group.
 
Not applicable.
   
Item 10.
Certification.
 
By signing below, I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction which could have that purpose or effect.

 
 

 
Page 5 of 5

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

 
Date: January 10, 2008
     
 
MIDSUMMER INVESTMENT LTD.
     
 
By:
/s/ Michel Amsalem
   
Name: Michel Amsalem
   
Title: Director

 
 

 
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