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) April 13, 2005 Mediavest, Inc. (Exact name of registrant as specified in its charter) New Jersey 00-10039 22-2267658 (State or Other Jurisdiction (Commission File Number) (I.R.S. Employer of Incorporation) Identification No.) 153 E. 53rd Street, 48th Floor New York, New York 10022 (Address of principal executive offices including zip code) (212) 521-5181 (Registrant's telephone number, including area code) N.A. (Former name or former address, if changed since last report) |_| Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |_| Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |_| Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |_| Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year. On April 13, 2005, Mediavest, Inc., formerly known as eB2B Commerce, Inc. (the "Company"), filed with the Department of Treasury of the State of New Jersey a Certificate of Amendment of its Restated Certificate of Incorporation. The amendment (i) changed the name of the Company from "eB2B Commerce, Inc." to "Mediavest, Inc." and (ii) decreased the total number of shares of capital stock that the Company is authorized to issue from 120,000,000 shares (consisting of 119,000,000 shares of common stock, par value $.0001 per share, and 1,000,000 shares of preferred stock, par value $.0001 per share) to 20,000,000 shares (consisting of 19,000,000 shares of common stock, par value $.0001 per share, and 1,000,000 shares of preferred stock, par value $.0001 per share). A copy of the Certificate of Amendment of the Restated Certificate of Incorporation is filed as Exhibit 3(i) hereto and incorporated herein by reference. Item 9.01. Financial Statements and Exhibits. c) Exhibits EXHIBIT NUMBER DESCRIPTION 3(i) Certificate of Amendment of Restated Certificate of Incorporation of eB2B Commerce, Inc., filed April 13, 2005. SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. Mediavest, Inc. (Registrant) Dated: August 9, 2005 By: /s/ Robert Ellin -------------- -------------------- Robert Ellin Chairman, Chief Executive Officer and President