MDGC / MediaG3, Inc. - SEC Filings, Annual Report, Proxy Statement

MediaG3, Inc.
US ˙ OTCPK

Basic Stats
CIK 1369297
SEC Filings
All companies that sell securities in the United States must register with the Securities and Exchange Commission (SEC) and file reports on a regular basis. These reports include company annual reports (10K, 10Q), news updates (8K), investor presentations (found in 8Ks), insider trades (form 4), ownership reports (13D, and 13G), and reports related to the specific securities sold, such as registration statements and prospectus. This page shows recent SEC filings related to MediaG3, Inc.
SEC Filings (Chronological Order)
This page provides a complete, chronological list of SEC Filings, excluding ownership filings which we provide elsewhere.
July 8, 2009 15-12G

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 15 CERTIFICATION AND NOTICE OF TERMINATION OF REGISTRATION UNDER SECTION 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 OR SUSPENSION OF DUTY TO FILE REPORTS UNDER SECTIONS 13

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 15 CERTIFICATION AND NOTICE OF TERMINATION OF REGISTRATION UNDER SECTION 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 OR SUSPENSION OF DUTY TO FILE REPORTS UNDER SECTIONS 13 AND 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934. Commission File Number 000-52906 MEDIAG3, INC. (Exact name of registrant as specified in its charte

April 1, 2008 NT 10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING

(Check One): x Form 10-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.

February 29, 2008 424B3

5,357,003 Shares Common Stock

Filed Pursuant to Rule 424(b)(3) Registration No. 333-148957 PROSPECTUS 5,357,003 Shares Common Stock This prospectus relates to the resale of up to 5,357,003 shares of the common stock of MediaG3, Inc., a Delaware corporation by certain selling stockholders. We will not receive any proceeds from the sale of these shares of common stock offered by the selling stockholders. We will bear all costs a

February 12, 2008 S-1/A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 AMENDMENT NO. 1 FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 MEDIAG3, INC. (Exact name of registrant as specified in its charter) Delaware (State of Jurisdict

As filed with the Securities and Exchange Commission on February 11, 2008 Registration No.

February 12, 2008 EX-10.8

REGISTRATION RIGHTS AGREEMENT

Exhibit 10.8 REGISTRATION RIGHTS AGREEMENT Registration Rights Agreement (the “Agreement”), dated as of October 2, 2007, by and between MediaG3, Inc., a corporation organized under the laws of State of Delaware, with its principal executive office at One Almaden Boulevard, Suite 310, San Jose, CA 95113 (the “Company”), and Dutchess Private Equities Fund, Ltd., a Cayman Islands exempted corporation

February 12, 2008 EX-10.9

INVESTMENT AGREEMENT

EX 10.9 Exhibit 10.9 INVESTMENT AGREEMENT INVESTMENT AGREEMENT (this "AGREEMENT"), dated as of October 2, 2007 (the “Execution Date”) by and between MediaG3, Inc. a Delaware corporation (the "Company"), and Dutchess Private Equities Fund, Ltd, a Cayman Island exempted corporation (the "Investor"). WHEREAS, the parties desire that, upon the terms and subject to the conditions contained herein, the

February 11, 2008 CORRESP

February 11, 2008

February 11, 2008 VIA ELECTRONIC FILING AND FACSIMILE United States Securities and Exchange Commission Washington, DC 20549 Attn: Mr.

February 11, 2008 CORRESP

Cathryn S. Gawne Of Counsel [email protected] Phone: 408-299-1478 February 11, 2008

Cathryn S. Gawne Of Counsel [email protected] Phone: 408-299-1478 February 11, 2008 Via Facsimile (202) 772-9205 and EDGAR Securities and Exchange Commission 100 F Street, NE Washington, D.C. 20549 Attn: Mr. John Herrington Division of Corporation Finance Re: MediaG3, Inc. Form SB-2, Filed January 8, 2008 File No. 333-148957 Client-Matter No. 24014-0002 Dear Mr. Herrington: On behalf of Med

January 30, 2008 POS AM

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 POST-EFFECTIVE AMENDMENT NO. 1 FORM SB-2 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 MEDIAG3, INC. (Exact name of registrant as specified in its charter) Delaware (St

POS AM 1 meda013008pos.htm POST-EFFECTIVE AMENDMENT NO. 1 As filed with the Securities and Exchange Commission on January 30, 2008 Registration No. 333-140640 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 POST-EFFECTIVE AMENDMENT NO. 1 to FORM SB-2 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 MEDIAG3, INC. (Exact name of registrant as specified in its charter)

January 30, 2008 SB-2

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM SB-2 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 MEDIAG3, INC. (Exact name of registrant as specified in its charter) Delaware (State of Jurisdiction of Incorpor

As filed with the Securities and Exchange Commission on January 30, 2008 Registration No.

January 3, 2008 424B3

20,000,000 Shares Common Stock $3.00 Per Share

Filed Pursuant to Rule 424(b)(3) Registration No. 333-140640 PROSPECTUS 20,000,000 Shares Common Stock $3.00 Per Share We are offering 20,000,000 shares of our common stock at a price of $3.00 per share. This is our initial offering of common stock, and no public market currently exists for our securities. We have applied for the listing of our common stock on the Over-the-Counter Bulletin Board.

November 30, 2007 8-K

Entry into a Material Definitive Agreement, Unregistered Sales of Equity Securities, Financial Statements and Exhibits, Completion of Acquisition or Disposition of Assets

U.S. 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): November 26, 2007 MEDIAG3, INC. (Exact name of registrant as specified in its charter) Delaware (State or other jurisdiction of incorporation or organization) 000-52906 (Commission File Number

November 30, 2007 EX-10.1

EX-10.1

Exhibit 10.1 ASSET PURCHASE AGREEMENT by and between MEDIAG3, INC. and ADML HOLDINGS, LTD. November 16, 2007 TABLE OF CONTENTS Page ARTICLE 1 PURCHASE OF ASSETS 1 1.1 Purchase of Assets 1 1.2 No Assumption of Liabilities 1 1.3 Purchase Price 1 1.4 Closing 1 1.5 Valuation and Allocation of Purchase Price 1 ARTICLE 2 REPRESENTATIONS AND WARRANTIES OF SELLER 2 2.1 Organization and Good Standing 2 2.2

November 14, 2007 10QSB

U.S. SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-QSB þ Quarterly report under Section 13 or 15(d) of the Securities Exchange Act of 1934 For the quarterly period ended September 30, 2007 ¨ Transition report pursuant to Section 1

U.S. SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-QSB ? Quarterly report under Section 13 or 15(d) of the Securities Exchange Act of 1934 For the quarterly period ended September 30, 2007 ? Transition report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Commission file number 000-52906. MEDIAG3, INC. (Exact name of small business issuer as specified in

November 13, 2007 EX-99

Description of Capital Stock

Exhibit 99.1 Description of Capital Stock The descriptions in this section and in other sections of this prospectus of our securities and various provisions of our certificate of incorporation and our bylaws are limited solely to descriptions of the material terms of our securities, certificate of incorporation and bylaws. Our certificate of incorporation and bylaws have been filed with the SEC as

November 13, 2007 8-A12G

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-A FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES PURSUANT TO SECTION 12(b) OR 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 MEDIAG3, INC. (Exact name of registrant as sp

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-A FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES PURSUANT TO SECTION 12(b) OR 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 MEDIAG3, INC. (Exact name of registrant as specified in its charter) Delaware (State of incorporation or organization) 14-1963980 (I.R.S. Employer Identification Number) One Almaden Boulevard Sui

September 12, 2007 CORRESP

September 12, 2007

CORRESP 1 filename1.htm September 12, 2007 VIA ELECTRONIC FILING AND FACSIMILE United States Securities and Exchange Commission Washington, DC 20549 Attn: Mr. Larry Spirgel Assistant Director Mail Stop 3720 Re: MediaG3, Inc. Registration Statement on Form SB-2 Filed August 8, 2007 File No. 333-140640 Dear Mr. Spirgel: MediaG3, Inc., a Delaware corporation (the “Company”), hereby requests accelerat

September 4, 2007 EX-10.5

LICENSE AGREEMENT

EX-10.5 3 ex105.htm MATERIAL CONTRACT Exhibit 10.5 LICENSE AGREEMENT THIS LICENSE AGREEMENT is entered into as of July 28th, 2004, (the "Effective Date"), by and between MediaG3, Inc., a California corporation, having principal offices at 1960 The Alameda, Suite 125, San Jose, CA 95126, USA (hereinafter referred to as “Licensor”) and Oriental Media Communications Ltd., a corporation duly incorpora

September 4, 2007 EX-10.7

Little Sheep Brand Series Clothing Franchise Agreement

Exhibit 10.7 (Form of Agreement) Little Sheep Brand Series Clothing Franchise Agreement Party A: Shanghai Little Sheep Children’s Product Development, Limited Party B: Whereas both parties are willing to enter this agreement based on the principals of high standard of business ethics, fair and mutual benefits, and common interest in business growth, NOW, THEREFORE, in consideration of the mutual p

September 4, 2007 SB-2/A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 AMENDMENT NO. 2 FORM SB-2 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 MEDIAG3, INC. (Exact name of registrant as specified in its charter) Delaware (State of Jurisdic

SB-2/A 1 meda090407sb2a2.htm AMENDED REGISTRATION STATEMENT As filed with the Securities and Exchange Commission on September 4, 2007 Registration No. 333-140640 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 AMENDMENT NO. 2 to FORM SB-2 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 MEDIAG3, INC. (Exact name of registrant as specified in its charter) Delaware (St

September 4, 2007 EX-21.1

SUBSIDIARIES OF THE REGISTRANT

Exhibit 21.1 SUBSIDIARIES OF THE REGISTRANT Shanghai Oriental Media Communications, Limited Shanghai Little Sheep Children’s Product Development Limited

August 30, 2007 CORRESP

[LETTERHEAD] August 30, 2007

[LETTERHEAD] August 30, 2007 Via Federal Express and EDGAR Securities and Exchange Commission 100 F Street, NE Washington, D.

August 8, 2007 CORRESP

[LETTERHEAD] August 8, 2007

[LETTERHEAD] August 8, 2007 Via Federal Express and EDGAR Securities and Exchange Commission 100 F Street, NE Washington, D.

August 8, 2007 SB-2/A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 AMENDMENT NO. 1 FORM SB-2 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 MEDIAG3, INC. (Exact name of registrant as specified in its charter) Delaware (State of Jurisdic

SB-2/A 1 meda080807sb2a.htm AMENDED REGISTRATION STATEMENT As filed with the Securities and Exchange Commission on August 8, 2007 Registration No. 333-140640 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 AMENDMENT NO. 1 to FORM SB-2 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 MEDIAG3, INC. (Exact name of registrant as specified in its charter) Delaware (State

April 12, 2007 CORRESP

April 12, 2007

April 12, 2007 VIA FEDERAL EXPRESS; FILED VIA EDGAR ? CORRESPONDENCE Securities and Exchange Commission 100 F Street, NE Washington, D.

February 13, 2007 EX-10

Amendment

Exhibit 10.4 Amendment This is an amendment to the Stock Purchase Agreement and Plan of Reorganization signed between MediaG3, Inc., a Delaware corporation (collectively referred to as “MediaG3”) and Little Sheep Children’s Product Development, Ltd., a Shanghai corporation (collectively referred to as “Little Sheep”) on December 28, 2005. In Recitals, Section A, the language should be replaced by

February 13, 2007 EX-10

STOCK PURCHASE AGREEMENT AND PLAN OF REORGANIZATION

Exhibit 10.1 STOCK PURCHASE AGREEMENT AND PLAN OF REORGANIZATION This STOCK PURCHASE AGREEMENT AND PLAN OF REORGANIZATION (the “AGREEMENT”), dated as of December 28, 2005, is by and among MEDIAG3, INC., a Delaware corporation whose principal office is located at 1960 The Alameda, Suite 125, San Jose, CA 95126 (“MEDIAG3”), ORIENTAL MEDIA COMMUNICATIONS, LTD., a Shanghai corporation whose principal

February 13, 2007 SB-2

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM SB-2 REGISTRATION STATEMENT THE SECURITIES ACT OF 1933 MEDIAG3, INC. DELAWARE 7380 (State or Jurisdiction of Incorporation or Organization) (Primary Standard Industrial Clas

As filed with the Securities and Exchange Commission on February 13, 2007 Registration No.

February 13, 2007 EX-3

BYLAWS MEDIAG3, INC. A Delaware Corporation ARTICLE I Stockholders

BYLAWS OF MEDIAG3, INC. A Delaware Corporation ARTICLE I Stockholders Section 1.1 Annual Meetings. An annual meeting of stockholders shall be held for the election of directors at such date, time and place, either within or without the State of Delaware, as may be designated by resolution of the Board of Directors from time to time. Any other proper business may be transacted at the annual meeting

February 13, 2007 EX-10

Amendment

Exhibit 10.2 Amendment This is an amendment to the Stock Purchase Agreement and Plan of Reorganization signed between MediaG3, Inc., a Delaware corporation (collectively referred to as “MediaG3”) and Oriental Media Communications, Ltd., a Shanghai corporation (collectively referred to as (“Oriental Media”) on December 28, 2005. In Recitals, Section A, the language should be replaced by the followi

February 13, 2007 EX-10

STOCK PURCHASE AGREEMENT AND PLAN OF REORGANIZATION

Exhibit 10.3 STOCK PURCHASE AGREEMENT AND PLAN OF REORGANIZATION This STOCK PURCHASE AGREEMENT AND PLAN OF REORGANIZATION (the “AGREEMENT”), dated as of December 28, 2005, is by and among MEDIAG3, INC., a Delaware corporation whose principal office is located at 1960 The Alameda, Suite 125, San Jose, CA 95126 (“MEDIAG3”), LITTLE SHEEP CHILDREN’S PRODUCT DEVELOPMENT, LTD., a Shanghai corporation wh

February 13, 2007 EX-3

CERTIFICATE OF INCORPORATION

CERTIFICATE OF INCORPORATION OF MEDIAG3, INC. ARTICLE I NAME The name of the corporation is MediaG3, Inc. (hereinafter called the "Corporation"). ARTICLE II REGISTERED OFFICE AND AGENT The address of the registered office of the Corporation in the State of Delaware is 108 W. 13th St; City of Wilmington, County of New Castle, 19801. The name of its registered agent at such address is Business Filin

February 13, 2007 EX-10

Amendment B

EX-10 9 ex105.htm Exhibit 10.5 Amendment B This is an amendment to the Stock Purchase Agreement and Plan of Reorganization signed between MediaG3, Inc., a Delaware corporation (collectively referred to as “MediaG3”) and Little Sheep Children’s Product Development, Ltd., a Shanghai corporation (collectively referred to as “Little Sheep”) on December 28, 2005. In Section 1 “ACQUISITION OF LITTLE SHE

February 13, 2007 EX-10

EXECUTIVE EMPLOYMENT AGREEMENT

Exhibit 10.6 EXECUTIVE EMPLOYMENT AGREEMENT This Employment Agreement (the "Agreement") is made and entered into as of this 1st day of January, 2006 (the “Commencement Date”), by and between MediaG3, Inc., a Delaware corporation with its principal office at 1960 The Alameda, Suite 125, San Jose, California 95126 (the "Company") and William Yuan ("Executive"). RECITALS A. Executive has skills, expe

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