Item 1.01(b) is incorporated herein by reference.

Item 3.02  Unregistered Sales of Equity Securities.

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

Item 5.02  Departure of Directors or Certain Officers; Election of Directors, Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

(b)  Effective February 15, 2008, Anita Griffith resigned from the position of Chief Information Officer of the Company. The Company is in the process of negotiating a separation agreement with Ms. Griffith and is also contemplating entering into a consulting agreement with Ms. Griffith. Effective March 21, 2008, David Lasier resigned from the position of President of the Company.  The Company is in the process of negotiating a settlement/separation agreement with Mr. Lasier.

(e)  As previously reported, effective December 16, 2007, Bobby Reed was appointed to the position of Chief Operating Officer of the Company.  However, during the course of the negotiations regarding the terms of Mr. Reed’s employment, the Company and Mr. Reed determined that Mr. Reed would not serve as Chief Operating Officer and instead would remain in the position of Vice President of Operations.
 
 

 
Item 9.01  Financial Statements and Exhibits.

(d)  Exhibits

10.1  Rights Agreement, dated March 20, 2008, between the Company and BPP.

 


 
 
 
 
 
 
 
 

 
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: April 1, 2008   
     
  WINSONIC DIGITAL MEDIA GROUP, LTD.   
     
     
 
By:
/s/ Winston Johnson   
   
Winston Johnson 
 
   
Chairman of the Board and CEO