UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, DC 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): April 415, 2010, (April 512, 2010)

iMEDIA INTERNATIONAL, INC.

(Exact name of Registrant as specified in charter)


Delaware (State or other jurisdiction of incorporation)		000-50159 (Commission File Number)		56-2428786 (IRS Employer Identification Number)

1721 ~~21st~~21 st Street Santa Monica, California 90404 ~~(Address of principal executive offices)~~

(Address of principal executive offices)

Registrant’s telephone number, including area code: (310) 453-4499

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 240.13(e)-4(c))

TABLE OF CONTENTS

Item 1.01 Entry Into a Material Definitive Agreement Item 9.01 Financial Statements and Exhibits EX-10.1


Item 1.01 Entry Into a Material Definitive Agreement			2
Item 9.01 Exhibit			2
EX-9.1

This Current Report on Form 8-K and other reports filed by the Registrant from time to time with the Securities and Exchange Commission (collectively the “Filings”) contain forward looking statements and information that are based upon beliefs of, and information currently available to, the Registrant’s management, as well as estimates and assumptions made by the Registrant’s management. When used in the Filings the words “anticipate”, “believe”, “estimate”, “expect”, “future”, “intend”, “plan” or the negative of these terms and similar expressions as they relate to the Registrant or the Registrant’s management identify forward looking statements. Such statements reflect the current view of the Registrant with respect to future events and are subject to risks, uncertainties, assumptions and other factors relating to the Registrant’s industry, operations and results of operations and any businesses that may be acquired by the Registrant. Should one or more of these risks or uncertainties materialize, or should the underlying assumptions prove incorrect, actual results may differ significantly from those anticipated, believed, estimated, expected, intended or planned.

SECTION 1 — REGISTRANT’S BUSINESS AND OPERATIONS

Item 1.01 Entry Into a Material Definitive Agreement.

On January 29, 2010, iMedia International, Inc. (the “Registrant”) entered into an interim financing agreement for $150,000 with an existing investor, Sawtooth Properties LLLP, to allow for immediate working capital until ~~the~~a larger financing of $2,500,000 iswas completed with CH Trust. The ~~actual~~ actual funding date for this interim financing was 2/1/2010. As ~~reported~~of inApril 12, ~~the 2/3/~~2010 ~~filing,~~iMedia inhad ~~addition~~not received tofunds ~~the~~from ~~terms~~CH ofTrust ~~the short~~to ~~term~~address ~~financing~~it ~~agreement,~~financial obligation to Sawtooth Properties LLLP. Therefore ~~will~~iMedia ~~receive~~and ~~warrants~~Sawtooth toProperties ~~purchase~~LLLP ~~100~~have agreed,~~000 shares~~ as of ~~common~~4/15/10, ~~stock~~to ~~in iMedia International at~~ a ~~conversion~~30 day ~~price~~extension ofto service 50this ~~cents~~financial ~~each,~~obligation orand ~~the trading~~to ~~price~~allow atfor ~~the~~forthcoming ~~end~~investment offrom ~~day~~CH ofTrust ~~funding,~~to ~~whichever is less~~occur. Sawtooth Properties LLLP ~~and~~will ~~iMedia have~~receive ~~agreed~~an toadditional 100,000 warrants at a ~~five~~conversion ~~(5) business~~price ~~day~~set ~~grace~~by the ~~period~~trading toprice ~~service~~of ~~this~~iMedia ~~financial~~International ~~obligation~~stock at the end of the 60 trading day ~~period,~~on ~~to allow for forthcoming investment from CH Trust~~4/15/10. This ~~grace~~loan term ~~period~~agreement ~~ends~~extension will end on 4 5/915/2010 at the end of business day.

SECTION 9 — FINANCIAL STATEMENTS AND EXHIBITS

Item 9.01 Financial Statements and Exhibits.

Exhibit No.		Document	~~Document~~
	10.1		Loan Terms Agreement (Amended).
Exhibit 9.1		Loan Terms Agreement (Amendment 2)

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.

iMEDIA INTERNATIONAL, INC. By: /s/ Henry Williamson Henry Williamson Chairman Chief Executive Officer Dated:


iMEDIA INTERNATIONAL, INC.
By:	/s/ Henry Williamson
	Henry Williamson
	Chairman Chief Executive Officer
	Dated: April 15, 2010

Table of Contents

Table of Contents

Table of Contents

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