Attached files
| file | filename |
|---|---|
| EX-99.1 - Qornerstone Inc. | v192148_ex99-1.htm |
| EX-10.1 - Qornerstone Inc. | v192148_ex10-1.htm |
| EX-99.2 - Qornerstone Inc. | v192148_ex99-2.htm |
UNITED
STATES
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): July 29, 2010
TECHMEDIA
ADVERTISING, INC.
(Exact
name of registrant as specified in its charter)
Commission
File Number 000-52945
|
Nevada
|
98-0540833
|
|
|
(State
or other jurisdiction
of
incorporation)
|
(I.R.S.
Employer
Identification
No.)
|
c/o
62 Upper Cross Street, #04-01
Singapore 058353
(Address
of principal executive offices, including Zip Code)
Registrant’s
telephone number, including area code: 011-65-65323001
N/A
(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 (see General Instruction A.2. below):
|
¨
|
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))
|
|
¨
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Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17
CFR 240.13e-4(c))
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Item
1.01 Entry into a Material Definitive Agreement.
On July
29, 2010, TechMedia Advertising, Inc. (the “Company”) entered into a loan
agreement (the “Loan Agreement”) with Ternes Capital Ltd. (“Ternes”), an
affiliate and shareholder of the Company, whereby Ternes has agreed to lend the
Company the principal sum of three hundred thousand ($300,000) dollars (the
“Ternes Loan”). The interest rate payable on the Ternes Loan is six
percent (6%) per annum, calculated and payable annually on July 29,
2011. The Loan is due on July 29, 2011. The Company and
Ternes have acknowledged that they will use commercially reasonable efforts to
amend the Loan Agreement into a convertible debenture/loan agreement within 30
calendar days of the date of the execution of the Loan Agreement as long as the
parties are able to mutually agree on the terms of such convertible
debenture/loan, which shall include, but not be limited to, the following
terms:
|
(a)
|
The
principal amount of the convertible debenture/loan shall be
US$300,000;
|
|
(b)
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The
interest rate shall be 6% per annum calculated and payable
annually;
|
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(c)
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The
maturity date of the convertible debenture/loan shall be July 29,
2011;
|
|
(d)
|
The
conversion price shall be $3.00 per share of common stock;
and
|
|
(e)
|
The
Company shall have a put option to force conversion of the principal sum
including any accrued and unpaid interest into shares of common stock of
the Company at the conversion price of $3.00 per share as long as the
Company’s securities are quoted for five consecutive trading days with a
closing price of at least US$3.00 per share or higher by providing Ternes
with written notice.
|
In
addition, the Loan Agreement is deemed to be governed by and construed in
accordance with the laws of Singapore.
The
foregoing description of the Loan Agreement does not purport to be complete and
is qualified in its entirety by reference to the Loan Agreement, which is
attached hereto as Exhibit 10.1, and which is incorporated herein by
reference.
Item
8.01. Other Events
Pursuant
to Form 8-K, General Instructions F, registrant hereby incorporates by reference
the press releases attached hereto as Exhibits 99.1 and 99.2.
Item
9.01. Financial Statements and Exhibits.
(d)
Exhibits
Exhibit
No. Description of
Exhibit
|
10.1
|
Loan
Agreement between TechMedia Advertising, Inc. and Ternes Capital Ltd.,
dated July 29, 2010.
|
|
99.1
|
News
release dated July 8, 2010.
|
|
99.2
|
News
release dated July 14, 2010.
|
SIGNATURES
Pursuant
to the requirements of the Securities Exchange Act of 1934, the Company has duly
caused this report to be signed on its behalf by the undersigned thereunto duly
authorized.
Date:
August 2, 2010
|
TECHMEDIA
ADVERTISING, INC.
|
|||
|
|
By:
|
/s/ Johnny Lian Tian Yong | |
| Name: Johnny Lian Tian Yong | |||
| Title: President and Director | |||
EXHIBIT
INDEX
|
Exhibit
No.
|
Description of
Exhibit
|
Page
Number
|
|
10.1
|
Loan
Agreement between TechMedia Advertising, Inc. and Ternes Capital Ltd.,
dated July 29, 2010.
|
5
|
|
99.1
|
News
release dated July 8, 2010
|
9
|
|
99.2
|
News
release dated July 14, 2010
|
11
|