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) Exhibit
 
10.1 Settlement Agreement and Mutual Release dated November 5, 2007, by and between Company and EricYoung.
           

 

 
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: November 9, 2007  
     
     
  WINSONIC DIGITAL MEDIA GROUP, LTD.  
     
     
 
By:
 /s/ Winston Johnson  
   
Winston Johnson
  
   
Chairman of the Board and CEO