LMDCF Everybody Loves Languages Corporation (PK)

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 6-K

REPORT OF FOREIGN PRIVATE ISSUER

Pursuant to Rule 13a-16 or 15d-16 under

the Securities Exchange Act of 1934

For April 17, 2015

Commission File Number 333-98397

Lingo Media Corporation

(Translation of registrant's name into English)

151 Bloor Street West, Suite 703, Toronto, Ontario, Canada M5S 1S4

(Address of principal executive offices)

Indicate by check mark whether the registrant files or will file annual reports under cover Form 20-F or Form 40-F. Form 20-F ☒  Form 40-F ☐

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1): ☐

Note: Regulation S-T Rule 101(b)(1) only permits the submission in paper of a Form 6-K if submitted solely to provide an attached annual report to security holders.

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7): ☐

Note: Regulation S-T Rule 101(b)(7) only permits the submission in paper of a Form 6-K if submitted to furnish a report or other document that the registrant foreign private issuer must furnish and make public under the laws of the jurisdiction in which the registrant is incorporated, domiciled or legally organized (the registrant’s “home country”), or under the rules of the home country exchange on which the registrant’s securities are traded, as long as the report or other document is not a press release, is not required to be and has not been distributed to the registrant’s security holders, and, if discussing a material event, has already been the subject of a Form 6-K submission or other Commission filing on EDGAR.

Indicate by check mark whether the registrant by furnishing the information contained in this Form is also thereby furnishing the information to the Commission pursuant to Rule 12g3-2(b) under the Securities Exchange Act of 1934. Yes ☐  No ☒

If "Yes" is marked, indicate below the file number assigned to the registrant in connection with Rule 12g3-2(b): 82-________________.

SIGNATURE

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 hereunder duly authorized.

FORM 51-102F3

MATERIAL CHANGE REPORT

Date of Material Change

Exhibit 99.1

LINGO MEDIA closes private placment FINANCING

Toronto, Canada, April 17, 2015 – Lingo Media Corporation (TSX-V: LM; OTCQB: LMDCF) ("Lingo Media" or the "Company") a leader in online and print-based English Language Learning technologies and solutions is pleased to announce it has closed a non-brokered private placement financing of 5,000,000 units (each a "Unit") at $0.10 per Unit for gross proceeds of $500,000 (the "Financing").

Each Unit is comprised of one common share (each a "Common Share") in the capital of the Company and one common share purchase warrant (each a "Warrant"). Each Warrant entitles the holder to purchase one Common Share at an exercise price of $0.125 per share until April 17, 2016.

One director of Lingo Media (the “Purchasing Director”), purchased $40,000 of the Units and declared a conflict and recused himself from voting on the Financing. There was no materially contrary view or abstention by any director approving the Financing. Pursuant to Multilateral Instrument 61-101 – Protection of Minority Security Holders in Special Transactions (“MI 61-101”), the purchase by the Purchasing Director was a “related party transaction” but the Company was exempt from the requirements to obtain a formal valuation or minority shareholder approval in connection with the Financing.

The securities issued pursuant to the Financing will be subject to a 4 month regulatory hold period commencing from April 17, 2015. The Financing is subject to TSX Venture Exchange acceptance of requisite regulatory filings. Immediately following the closing of this financing, Lingo has 27,379,177 common shares issued and outstanding. The net proceeds of the Financing will be used for corporate development and for general working capital purposes.

About Lingo Media (TSX-V: LM; OTCQB: LMDCF)

Lingo Media (www.lingomedia.com) is a leader in online and print-based English Language Learning technologies and solutions through its two distinct business units: ELL Technologies and Lingo Learning. ELL Technologies is a globally-established English Language Learning multi-media, online training and assessment company (www.elltechnologies.com). Lingo Learning is a print-based publisher of English Language Learning programs in China. Lingo Media has formed successful relationships with key government and industry organizations, establishing a strong presence in China's education market of more than 300 million students. The Company plans to extend its reach globally, currently focused on market expansion into Latin America. Lingo Media continues to expand its product offerings and technology applications as it ‘Changes the way the world learns English.’

Follow Lingo Media On:                               

Facebook: https://www.facebook.com/LingoMedia
Twitter: https://twitter.com/LingoMediaCorp
YouTube: https://www.youtube.com/lingomedialm
RSS: http://feeds.feedburner.com/LingoMedia

For further information, contact:

Lingo Media

Portions of this press release may include "forward-looking statements" within the meaning of securities laws. Forward-looking statements contained in this press release are made pursuant to the safe harbour provisions of the Private Securities Litigation Reform Act of 1995. These statements are based on management's current expectations and involve certain risks and uncertainties. Actual results may vary materially from management's expectations and projections and thus readers should not place undue reliance on forward-looking statements. Certain factors that can affect the Company's ability to achieve projected results are described in the Company's filings with the Canadian and United States securities regulators available on www.sedar.com or www.sec.gov/edgar.shtml.

NEITHER THE TSX VENTURE EXCHANGE NOR ITS REGULATION SERVICES PROVIDER (AS THAT TERM IS DEFINED IN THE POLICIES OF THE

TSX VENTURE EXCHANGE) ACCEPTS RESPONSIBILITY FOR THE ADEQUACY OR ACCURACY OF THIS RELEASE

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