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) February
20, 2006
DESTINY
MEDIA TECHNOLOGIES INC.
(Exact
name of registrant as specified in its charter)
Colorado
(State
or
other jurisdiction of incorporation)
0-028259
(Commission
File Number)
84-1516745
(IRS
Employer Identification No.)
Suite
1040 - 1055 West Hastings Street
Vancouver,
British Columbia V6E 2E9 Canada
(Address
of principal executive offices and Zip Code)
604.609.7736
Registrant’s
telephone number, including area code
Not
Applicable
(Former
name or former address, if changed since last report)
Check
the
appropriate box below if the Form 8-K filing is intended to simultaneously
satisfy the filing obligation of the registrant under any of the following
provisions:
o
Written communications
pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o
Soliciting material pursuant to Rule
14a-12 under the Exchange Act (17 CFR 240.14a-12)
o
Pre-commencement communications pursuant
to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o
Pre-commencement communications pursuant
to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Item
3.02. Unregistered Sales of Equity Securities
On
February 20, 2006, we
closed a private placement consisting of 1,500,000
units at a price of $0.20 per unit
resulting in gross proceeds of US$300,000.
Each Unit consist of one (1) common
share and one (1) share purchase warrants to purchase one (1) common share
at
US$0.25 per share. On
February 24, 2006, we
closed a private placement consisting of 250,000
units at a price of $0.20 per unit
resulting in gross proceeds of US$50,000.
Each Unit consist of one (1) common
share and one (1) share purchase warrants to purchase one (1) common share
at
US$0.25 per share. In both cases, if the shares trade above $0.50 per share
for
a period of thirty (30) days, we have the right, but not the obligation to
force
conversion of the warrants. The proceeds will be used for general corporate
purposes and to expand research and development and marketing activities of
our
three products. The investor has agreed to assist with business development
in
Europe.
The
shares were issued to one accredited investors pursuant to exemptions from
registration as set out in Rule 506 of Regulation D and/or Section 4(2) of
the
Securities Act of 1933, as amended.
Item
9.01. Financial Statements and Exhibits.
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10.1
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Form
of Subscription Agreement.
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10.2
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Form
of Subscription Agreement.
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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.
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| DESTINY MEDIA TECHNOLOGIES
INC. |
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| By: |
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Steve
Vestergaard |
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President
and
CEO
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