-----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, GL+O6lhpaaUQaDhfPiz9QZeI3d46CA4CwqRN9AY7eafccEgP0tY7oV9ajzeJKeP6 vlvFSYTRr0OmiVUnusP1jw== 0001372310-10-000008.txt : 20100623 0001372310-10-000008.hdr.sgml : 20100623 20100623060644 ACCESSION NUMBER: 0001372310-10-000008 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20100623 ITEM INFORMATION: Entry into a Material Definitive Agreement FILED AS OF DATE: 20100623 DATE AS OF CHANGE: 20100623 FILER: COMPANY DATA: COMPANY CONFORMED NAME: China Media Group CORP CENTRAL INDEX KEY: 0001211211 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-ADVERTISING [7310] IRS NUMBER: 320034926 STATE OF INCORPORATION: TX FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-50431 FILM NUMBER: 10911691 BUSINESS ADDRESS: STREET 1: 9901 I.H. 10 WEST STREET 2: SUITE 800 CITY: SAN ANTONIO STATE: TX ZIP: 78230 BUSINESS PHONE: 01186755 61657704 MAIL ADDRESS: STREET 1: 9901 I.H. 10 WEST STREET 2: SUITE 800 CITY: SAN ANTONIO STATE: TX ZIP: 78230 FORMER COMPANY: FORMER CONFORMED NAME: DELIGHTFULLY FROZEN CORP DATE OF NAME CHANGE: 20021219 8-K 1 r8k-062310cmg.htm OPERATIONAL AGREEMENT CHINA MEDIA GROUP CORPORATION

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): June 18, 2010

CHINA MEDIA GROUP CORPORATION
(Exact Name of Registrant as Specified in Charter)

Texas

5813

75-3016844

(State or other jurisdiction

(Commission

(IRS Employer

of incorporation)

File Number)

Identification No.)

1403 Wan Chai Commercial Center, 194-204 Johnston Road, Wanchai, Hong Kong

n/a

(Address of principal executive offices)

(Zip code)

Registrant's telephone number, including area code:

+011 852 3171 1208 (ext. 222)


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


On April 27, 2010, the Company announced the conditional acquisition of 50% interest in AX Organic Limited. On June 18, 2010, this transaction was closed with the execution of the Shareholder's Agreement and of the Operational Agreement (the "Agreement") with Huangpi High Yield Cultivation Experiment Base ( "Huangpi"), a company incorporated in the People's Republic of China.

According to the Agreement, AX Organic Limited will provide its consulting services in soil fertilization/remediation to Huangpi to improve the quality of the soil and enhance Huangpi's plant/crop growth. Under the Agreement, AX will also buy back the agricultural products from the land worked on. The term of this Agreement is for 5.5 years commencing from May 2010 to 31 December 2015 and the total land covered shall be 10,000 mu (equivalent to approximately 6,666,666 square meter). Both parties agreed to initially commence soil fertilization on 2,000 mu of land by the end of 2010.

On June 18, 2010, Huangpi paid AX a deposit of RMB50,000 (equivalent to approximately US$7,320) and shall pay a further RMB100,000 (approximately US$14,640) once AX commences work on soil fertilization. Progress payments shall be paid every 10 days until the amount accumulated up to 60% of the total consulting services for the land to be remediated this year. The remaining outstanding fees shall be used as a deposit against the agricultural products to be purchased by AX from Huangpi.


SIGNATURES



Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this Current Report to be signed on its behalf by the undersigned hereunto duly authorized.




Date: June 23, 2010




CHINA MEDIA GROUP CORPORATION

By: /s/ Cheng Pheng LOI

---------------------------------

Name: Cheng Pheng LOI

Title: President
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