~~United~~UNITED ~~States~~ 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~~December 2230, 2013

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MDU COMMUNICATIONS INTERNATIONAL, INC.

(Exact name of registrant as specified in its charter)

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Delaware	0-26053	84-1342898
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)

60-D Commerce Way

Totowa, New Jersey 07512

(Address of principal executive offices including zip code)

(973) 237-9499

(Registrant's telephone number, including area code)

Not applicable

(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 (see General Instruction A.2. below):

¨ 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 ~~October~~September 224, 2013, MDU Communications International, Inc. (the “Company”), and its wholly-owned subsidiary, MDU Communications (USA) Inc. (the “Subsidiary”), ~~FCC,~~entered ~~LLC,~~into ~~d/b/a~~an ~~First~~Asset ~~Capital,~~Purchase ~~and~~Agreement ~~Full Circle Capital Corporation~~ (~~together,~~ the “~~Lenders~~September Agreement”) ~~under~~with aAccess ~~September~~Media 113, ~~2006 Amended~~Inc. ~~and Restated Loan and Security Agreement~~ (~~the~~ “~~Loan Agreement~~AM3”)), whereby ~~and~~AM3 awould ~~certain~~acquire ~~group~~the ofassets ~~stockholders~~associated ~~representing a~~with ~~majority of~~ the ~~outstanding~~Subsidiary’s ~~shares~~business ofin ~~common~~its ~~stock~~Midwest, ~~of the Company (the “Stockholders”) (collectively~~Southeast, ~~the~~South ~~“Parties”)~~Central and ~~entered~~Mid-Atlantic ~~into~~regions. aThe ~~Consent~~September ~~to Sale and Settlement~~ Agreement ~~whereby~~closed ~~the~~on ~~Parties~~October ~~resolved~~22, ~~amicably~~2013 ~~any~~and ~~claims.~~was ~~Terms~~previously ~~of this agreement are confidential~~disclosed.

~~Additionally~~On December 30, 2013, the Company and the Subsidiary ~~moved~~ ~~forward,~~entered ~~with~~into ~~the~~a ~~consent~~follow-on ofAsset ~~the~~Purchase ~~Lenders~~Agreement ~~and~~with ~~the~~AM3 ~~Stockholders,~~for ~~with~~ the ~~previously~~remainder ~~disclosed~~of ~~September~~the 4,assets ~~2013~~of ~~Asset~~the ~~Purchase Agreement~~Subsidiary (~~the~~ “December Agreement”). ~~with~~The ~~Access~~December ~~Media~~Agreement 3,covered ~~Inc.~~the ~~(“AM3”)~~assets ~~whereby~~associated ~~AM3~~with ~~would~~the ~~acquire~~Subsidiary’s abusiness ~~substantial~~in ~~portion~~its Northeast and ofCalifornia ~~the~~regions. ~~assets~~The ofDecember ~~the~~Agreement ~~Subsidiary~~included 8,745 subscribers in athese ~~series~~two ofregions, ~~transactions.~~which Ais ~~description~~a ofdecrease from the ~~Agreement~~previously disclosed ~~was~~subscriber ~~disclosed~~number infor anthese ~~8-K~~regions ~~filed~~of by13,172, due to attrition in the ~~Company~~ onsubscriber ~~September~~base 6,and ~~2013,~~the ~~incorporated~~non-transferability ~~herein~~of 3,190 ~~with~~subscribers. ~~the~~The December Agreement ~~attached~~is asat ana ~~exhibit.~~per ~~Consummation~~subscriber purchase price of ~~the~~$493.47. ~~Agreement~~Collectively, ~~and~~ the ~~transactions~~September ~~contemplated~~and ~~thereby,~~December Agreements ~~was~~cover ~~approved~~substantially byall of the ~~Parties~~assets inof the ~~Consent~~Company ~~to Sale~~ and ~~Settlement~~the ~~Agreement~~Subsidiary.

~~Approval~~Upon ~~of the Agreement allowed for the~~ closing of anthe ~~initial group~~December ~~of subscribers~~Agreement, ~~which~~there ~~resulted~~was in an immediate transfer of 163,~~650~~091 subscribers to AM3 for a purchase price of $91,~~657~~625,~~000~~315, less a 5% holdback. Thereafter, but no later than 270 days, AM3 will acquire, in a series of subsequent closings, anthe additional 275,~~661~~654 subscribers for up to $162,~~043~~790,~~380~~079. To receive the maximum $162,~~043~~790,~~380~~079 ~~proceeds~~ in ~~full~~proceeds, the Subsidiary must obtain (i) written consents to assignment on all property right of entry agreements that require consent, and (ii) term extensions for all right of entry agreements with less than one year contractual term remaining. The $162,~~043~~790,~~380~~079 has been placed in escrow by AM3 to fund the subsequent closings. The Company and Subsidiary make no representation that all, or even substantially all, of the $2,790,079 proceeds will be received due to (i) and (ii) above.

The ~~Lenders applied the~~ entire $91,~~657~~544,~~000~~050 received purchase price to from the ~~approximate~~initial closing ~~$28,300,000~~of ~~outstanding~~the ~~balance~~December ~~under~~Agreement ~~the~~was ~~Loan~~applied ~~Agreement.~~to Itthe isoutstanding ~~anticipated~~balance ~~that~~of the ~~Lenders~~Subsidiary’s ~~will~~September ~~also~~11, ~~apply~~2006 ~~the~~Amended and ~~proceeds~~Restated ~~from~~Loan ~~the~~and ~~subsequent~~Security ~~closings~~Agreement, ofa upsecured tocredit ~~$16~~facility with secured creditors FCC,~~043~~ LLC,~~380,~~ tod/b/a ~~the~~First ~~remaining~~Capital, ~~balance~~and ~~under~~Full Circle Capital Corporation (the “Loan Agreement.”), ~~The~~which ~~Company~~had ~~makes no~~a ~~representation~~calculated ~~that~~balance ~~any~~ of ~~these~~$29,194,224 ~~proceeds~~prior ~~will~~the beapplication of ~~available~~any ~~for~~proceeds ~~distribution~~from toeither the ~~stockholders~~September or December Agreements.

~~AM3~~ITEM and the Subsidiary also entered into two management agreements whereby AM3 will be retained by the Subsidiary to (i) manage the 27,661 subscribers until the subsequent closings occur, and (ii) manage the remainder of the Subsidiary’s 13,172 subscribers with the Subsidiary receiving from AM3 revenue in the amount of $48.5001 ~~per~~OTHER ~~subscriber per month.~~EVENTS

The Subsidiary ~~will~~has ~~immediately~~scaled ~~scale~~ back staff and operations. AM3 will retain, on a permanent or transitional basis, a majority of Subsidiary employees, a majority of leased office space and majority of other monthly direct and indirect expenses in the provisioning of services to ~~these subscribers. The Subsidiary will retain~~ only ~~enough~~critical ~~staff~~functions to fulfill its obligations under the ~~Agreement~~September toand ~~finalize~~December ~~the~~Agreements ~~transition,~~to obtain ~~consents~~ consents to assignment and right of entry agreement extensions, oversee AM3’s obligations under the temporary management ~~agreements~~agreement, and to perform certain basic accounting and corporate functions.

On December 5, 2013, the Subsidiary and AM3 entered into a First Subsequent Closing under the September Agreement, and, on January 3, 2014, the Subsidiary and AM3 entered into a Second Subsequent Closing under the September Agreement. As of January 3, 2014, collective proceeds in the amount of $16,490,351 have been received under the September Agreement from AM3 and applied to the balance of the Loan Agreement.

Due to (i) the reduction in the number of subscribers to be sold under the December Agreement, resulting in a lower maximum potential purchase price from the December Agreement, (ii) purchase price recovery from subsequent closings under the September and December Agreements being lower than the respective maximum purchase prices because of non-consenting and non-renewing right of entry agreements, (iii) the ongoing operating costs associated with the Subsidiary without any offsetting revenue, and (iv) the administration and interest expense of the Loan Agreement until repayment, it is expected that the total proceeds received pursuant to the September and December Agreements will not be sufficient to repay in full the outstanding balance of the secured Loan Agreement.

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.

	MDU COMMUNICATIONS INTERNATIONAL, INC.


	By:	/s/ J.E. “Ted” Boyle
		J.E. “Ted” Boyle President

Dated: ~~October~~January 249, ~~2013~~2014

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