Item 1.01 is incorporated herein by reference.

Item 3.02 Unregistered Sales of Equity Securities.

The disclosure contained in Item 1.01 is incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits

(d) Exhibits

4.1
Warrant to purchase 1,400,000 shares of the Company’s Common Stock dated August 27, 2007 issued to Surry P. Roberts
4.2
 $700,000 6% Convertible Subordinated Promissory Note dated August 27, 2007 issued to Surry P. Roberts
 
 


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.

 
  Date: September 5, 2007  
     
     
  WINSONIC DIGITAL MEDIA GROUP, LTD.  
       
       
 
By:
/s/ Winston Johnson  
   
Winston Johnson
  
   
Chairman of the Board and CEO