UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

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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): ~~December~~June 234, ~~2011~~2012

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CHINA MARKETING MEDIA HOLDINGS, INC.

(Exact name of registrant as specified in its charter)

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Texas	000-51806	76-0641113
(State or Other Jurisdiction	(Commission	(I.R.S. Employer
of Incorporation)	File Number)	Identification No.)

~~RMA~~Lianhe ~~901~~Mansion, 20 Chaowai Avenue, Suite 1105

~~KunTai~~Chaoyang ~~International~~District, ~~Mansion~~Beijing P.R. China

No. 12 Chaowai Street

Beijing, 100020, People’s Republic of China

(Address of Principal Executive Office) (Zip Code)

(86)-10-~~59251090~~6588-2030

(Registrant’s telephone number, including area code)

N/A

(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:

¨ 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))

~~Section~~Item ~~1-Registrant~~5.02 Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers’s ~~Business~~Compensatory ~~and~~Arrangements ~~Operations~~of Certain Officers

~~Item~~On June 1, 2012, at its meeting, the Board of Directors (the “Board”) of China Marketing Media Holdings, Inc.~~01 Entry~~ ~~into~~(the “Company”) appointed Shuang Li Cai as a ~~Material~~Board ~~Definitive~~member. ~~Agreement~~The effective date of the appointment is June 4, 2012.

~~In December 2011, Shenzhen New Media Consulting Co, Ltd~~Mr. ~~(“SNMC”),~~Cai anbrings ~~indirectly~~to ~~owned~~the ~~subsidiary~~Board ofa ~~China~~significant ~~Marketing~~expertise ~~Media~~in ~~Holdings~~finance, ~~Inc.~~management ~~(the “Company”)~~ and ~~the~~insurance ~~sole shareholder of Shenzhen Media Investment Co~~areas. ~~Ltd~~He ~~(“SMI”),~~holds ~~completed~~ a ~~disposition~~Ph.D. ofdegree ~~100% equity interest~~ in ~~SMI~~financial tomanagement ~~Bin~~from ~~Li,~~Finance aand ~~former~~Economics ~~member~~Department of ~~the~~School ~~Board and related party, and Feng Yu, an individual shareholder~~ of ~~the~~Business ~~Company~~Administration ~~(each,~~at aTianjin ~~“Transferee”)~~University. ~~Specifically,~~Since ~~on December 26~~1996, ~~2011,~~he ~~SMI,~~also onheld ~~the~~positions ~~one~~of ~~hand, and each Transferee, on~~ the ~~other~~Dean ~~hand,~~of ~~executed~~Finance ~~certain~~and ~~Equity~~Financial ~~Transfer~~Management ~~Agreement~~Research ~~under~~Institute ~~which~~at ~~Bin~~Tianjin LiUniversity and ~~Feng~~the Yuhead ~~acquired~~of ~~90%~~the ~~and~~Department ~~10% equity interests in SMI, respectively, in exchange for a total consideration~~ of ~~RMB35,024,152~~Research ~~and~~Center ~~3,891,572 respectively (approximately, USD$5,500,326 and $611,147, respectively). SMI’s primary business includes, among other things, sales and marketing~~ of ~~magazines~~Finance and ~~advertising~~Insurance ~~space~~at inTianjin ~~magazines and provision of strategic planning for magazines~~University. ~~The disposition included assets related to the Company’s online sales of consumer products.~~

ToThere ~~facilitate~~is ~~the~~no ~~foregoing~~arrangement ~~disposition~~or ofunderstanding ~~SMI,~~by onand ~~December~~between ~~23,~~Mr. ~~2011,~~Cai ~~SNMC~~and ~~entered~~any ~~into~~other ~~certain~~persons ~~intra-company equity transfer agreements with SMI,~~ pursuant to which ~~SMI~~he ~~transferred~~was ~~its~~appointed ~~10%~~as ~~equity~~discussed ~~interest~~above. inNor ~~Beijing~~are ~~Orient~~there ~~Converge~~any ~~Human~~family ~~Resources~~relationships ~~Management~~by ~~Center~~and ~~Co.~~between ~~Ltd~~Mr., ~~its~~Cai ~~98%~~and ~~equity~~any ~~interest~~executive inofficers ~~Beijing~~and ~~Media~~directors. ~~Management~~Further, ~~Consultation~~there ~~Company~~are ~~(“BMMC”)~~no ~~and~~transactions ~~its~~involving ~~30%~~the ~~equity~~Company ~~interest~~and insuch ~~Shenzhen~~persons ~~Directory~~which ~~Marketing~~transaction ~~Management~~would ~~Co.~~be ~~Ltd.,~~reportable ~~all~~pursuant ~~of which, prior~~ to ~~the~~Item ~~disposition~~404(a) ~~were~~of ~~the~~Regulation ~~Company’s~~S-K ~~subsidiaries,~~promulgated inunder ~~consideration~~the ~~for~~Securities ~~RMB500,000（approximately~~Act ~~USD$78,522),~~of ~~RMB980~~1933,~~000~~ ~~(approximately~~as ~~USD$153,903)~~amended. Upon ~~and RMB15~~review,~~000,000~~ ~~(approximately~~the ~~USD$2,355,657),~~Board ~~respectively,~~determined tothat ~~SNMC~~Mr. In ~~addition,~~Cai ~~Wengao~~is ~~Luo,~~an a“independent” member of the ~~Company’s~~ Board, ~~agreed~~as tosuch ~~transfer~~term ~~all~~is ofdefined ~~his~~under 2%the ~~equity~~Nasdaq ~~interest~~Stock ~~in BMMC to SNMC in consideration for RMB20,000 (approximately USD$3,141)~~Market.

~~Bin~~As Lian ~~served~~independent ~~as a~~ Board member ~~of the Company until February 25~~, ~~2011~~Mr. ~~when~~Cai hewill ~~resigned~~entitled ~~not for cause or due~~ to ~~any~~receive ~~disagreements~~RMB ~~with~~80,000 ~~the~~per ~~Company,~~annum as ~~disclosed~~compensation infor ~~the~~his ~~Company’s~~services ~~public~~on ~~filings. The disinterested members of~~ the ~~Company’s~~ Board ~~reviewed and approved the terms of the foregoing equity transfer transactions~~.

~~The~~Section ~~foregoing~~9 ~~description~~– of the equity transfer agreement and related agreements in connection therewith does not purport to be complete and is subject to and qualified in its entirety by reference to the full text of such agreement filed as Exhibit to this Current Report on Form 8-K and is incorporated herein by reference. The equity transfer agreement contains representations and warranties by each of the parties thereto which are customary in the agreements of this nature. These representations and warranties have been made solely for the benefit of the other parties to such agreement and:Exhibits

●Item ~~should not be treated as categorical statements of fact, but rather as a way of allocating the risk to one of the parties if those statements prove to be inaccurate;~~9.01 Exhibits

~~● may have been qualified in the agreement by disclosures that were made to the other party in connection with the negotiation of the agreement;~~None.

● may apply contract standards of "materiality" that are different from "materiality" under the applicable securities laws; and

● were made only as of the date of the agreement or such other date or dates as may be specified in the agreement.

Section 2 – Financial Information

Item 2.01 Completion of Acquisition or Disposition of Assets

The registrant hereby incorporates by reference the disclosure made in Item 1.01 above.

Section 9 - Financial Statement and Exhibits

Item 9.01 Financial Statements and Exhibits.

10.1 Form of Equity Transfer Agreement.

99.1 Press release.

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.

China Marketing Media Holdings, Inc. By: /s/~~Zhen~~ ~~Zhen~~Yingsheng ~~Peri~~Li ~~Zhen~~Yingsheng ~~Zhen~~Li ~~Peri,~~ Chief ~~Financial~~Executive Officer and President

Date: ~~December~~June 298, ~~2011~~2012

Filing Compare · China Marketing Media Holdings, Inc.