form8kitem3.02
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)
August
24, 2006
INTEGRATED
MEDIA HOLDINGS, INC.
(Exact
name of registrant as specified in its charter)
DELAWARE
(State
or
other jurisdiction of incorporation or organization)
|
33-119586
|
76-0600966
|
|
(Commission
File Number)
|
(IRS
Employer Identification Number)
|
Paul
D. Hamm
President
Integrated
Media Holdings, Inc.
10
Glenlake Parkway, Suite 130
Atlanta,
GA 30328
(Address
of principal executive offices)
(877)-721-9627
(Registrant’s
telephone number, including area code)
ITEM
3. SECURITIES AND TRADING MARKETS
ITEM
3.02 - UNREGISTERED SALES OF EQUITY SECURITIES.
On
the
23rd
day of
August, the Company issued Promissory Notes, dated July 19, 2006, to certain
individual accredited investors in the total amounts of $860,000 in exchange
for
proceeds in the same amount. These Notes carry a simple interest rate of 18%
per
annum and are payable on demand after 180 days from the issue date or they
are
convertible into units consisting of common stock and warrants at a rate of
one
unit for every $5.00 converted. Each unit consists of 10 shares of common stock
and 20 five year warrants each to purchase one share of common stock with an
exercise price of the greater of 50% of the market price or $.50. The proceeds
of this financing were used for the acquisition of the assets and operations
of
WV Fiber LLC as previously disclosed.
In
the
23rd
day of
August, the Company completed the sale of 188,700 units consisting of common
stock and warrants in exchange for cash proceeds of $998,500. Each
$5.00 unit consists of 10
shares
of common stock and 20 five year warrants each to purchase one share of common
stock exercisable at a 50% of the market price at the time of closing. The
warrants are exercisable at a range of $0.50-$0.63 per share. 1,887,000 shares
of common stock and 3,774,000 warrants are issued by the company pursuant to
this financing. The proceeds of this financing were used for the acquisition
of
the assets and operations of WV Fiber as previously disclosed.
All
of
the above securities were issued to accredited investors without registration
under the Securities Act of 1933 in reliance on the exemption from registration
in Section 4(2) of the Securities Act and Rule 506 thereunder.
On
the
15th day of August, 2006, Integrated Media Holdings Inc., a Delaware corporation
(“IMHI”) issued 37,000 shares of common stock for the cash sum of $165,000.00
pursuant to the terms of the Securities Purchase Agreement dated as of April
3rd,
2006.
The proceeds of this financing have been used for general working capital.
The
Securities were issued to non-US persons under Securities Act of 1933 in
reliance on the exemption contain in Regulation S thereof.