Qornerstone Inc. - FORM 10-Q/A

Attached files

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EX-31.1 - Qornerstone Inc.	v211936_ex31-1.htm
EX-32.1 - Qornerstone Inc.	v211936_ex32-1.htm
EX-31.2 - Qornerstone Inc.	v211936_ex31-2.htm
EX-32.2 - Qornerstone Inc.	v211936_ex32-2.htm

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q/A-1

x	QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended January 31, 2010.

¨	TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE EXCHANGE ACT OF 1934

For the transition period from to to

Commission File Number : 000-52945

TECHMEDIA ADVERTISING, INC.

(Exact name of registrant as specified in its charter)

Nevada	98-0540833
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification No.)

c/o 62 Upper Cross Street,
#04-01 Singapore	058353
(Address of principal executive offices)	(Zip Code)

011-65-65323001

(Registrant’s telephone number, including area code)

N/A

(Former name, former address and former fiscal year, if changed since last report)

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.

x Yes ¨ No

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§ 229.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).

¨ Yes ¨ No

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer	¨		Accelerated filer		¨
Non-accelerated filer	¨ (Do not check if a smaller reporting company)		Smaller reporting company		x

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).

¨ Yes x No

APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY

PROCEEDINGS DURING THE PRECEDING FIVE YEARS:

Indicate by check mark whether the registrant has filed all documents and reports required to be filed by Sections 12, 13 or 15(d) of the Securities Exchange Act of 1934 subsequent to the distribution of securities under a plan confirmed by a court.

¨ Yes ¨ No

APPLICABLE ONLY TO CORPORATE ISSUERS:

Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date: 47,794,000 shares of $0.001 par value common stock as of March 15, 2010.

TABLE OF CONTENTS

EXPLANATORY NOTE	3
USE OF NAMES	3
CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS	3
PART I – FINANCIAL INFORMATION	4
Item 1. Financial Statements	4
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations	5
Item 3. Quantitative and Qualitative Disclosures About Market Risk.	10
Item 4T. Controls and Procedures.	10
PART II - OTHER INFORMATION	11
Item 1. Legal Proceedings	11
Item 1A. Risk Factors	11
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds	11
Item 3. Defaults upon Senior Securities	11
Item 4. Submission of Matters to a Vote of Security Holders	11
Item 5. Other Information	11
Item 6. Exhibits	12

EXPLANATORY NOTE

On December 10, 2010, the Board of Directors of the Company determined that the unaudited consolidated financial statements for the three and six months ended January 31, 2010, should be restated as a result of material misstatements. The determination to restate the unaudited consolidated financial statements was made in connection with management’s assessment of accounting errors it discovered in connection with the preparation of the audited consolidated financial statements for the year ended July 31, 2010.

For the three months ended January 31, 2010, the Company recorded stock-based compensation related to stock options issued to employees and non-employees at a value of $2.22 per share of common stock underlying each stock option when the fair market value of such underlying shares should have been valued at $1.00 per share resulting in an overstatement of expense and additional paid-in capital of $343,022 for the three-month period. Management also determined that for the same period payments for consulting services in the amount of $233,346 were incorrectly reported as an offset to additional paid-in capital, and should have been reported as a consulting fee expense in the unaudited consolidated financial statements resulting in an understatement of expense by $233,346. The adjustments had an impact of decreasing the net (loss) for the period by $109,676. (Loss) per share – basic and diluted for the three-month period remained the same at $(0.02) per share.

For the six months ended January 31, 2010, the Company recorded stock-based compensation related to stock options issued to employees and non-employees at a value of $2.22 per share of common stock underlying each stock option when the fair market value of such underlying shares should have been valued at $1.00 per share resulting in an overstatement of expense and additional paid-in capital of $686,044 for the six-month period. Management also determined that for the same period payments for consulting services in the amount of $327,154 were incorrectly reported as an offset to additional paid-in capital, and should have been reported as a consulting fee expense in the unaudited consolidated financial statements resulting in an understatement of expense by $327,154. Lastly, reclassifications of depreciation expense of $6 and consulting fees of $175,000 from management fees were also made to correct the presentation of such expenses. Such reclassifications did not have an impact on the net (loss) for the period. The Company corrected the errors by decreasing additional paid-in capital by $358,890, stock-based compensation expense by $686,044, and management fees by $175,000, and increased consulting fees by $502,154. The adjustments had an impact of decreasing the net (loss) for the period by $358,890. (Loss) per share – basic and diluted for the period decreased from $(0.05) per share to $(0.04) per share.

USE OF NAMES

In this quarterly report, the terms “TechMedia,” “Company,” “we,” or “our,” unless the context otherwise requires, mean TechMedia Advertising, Inc. and its subsidiaries.

CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS

This quarterly report on Form 10-Q and other reports that we file with the SEC contain statements that are considered forward-looking statements. Forward-looking statements give the Company’s current expectations, plans, objectives, assumptions or forecasts of future events. All statements other than statements of current or historical fact contained in this quarterly report, including statements regarding the Company’s future financial position, business strategy, budgets, projected costs and plans and objectives of management for future operations, are forward-looking statements. In some cases, you can identify forward-looking statements by terminology such as “anticipate,” “estimate,” “plans,” “potential,” “projects,” “ongoing,” “expects,” “management believes,” “we believe,” “we intend,” and similar expressions. These statements are based on the Company’s current plans and are subject to risks and uncertainties, and as such the Company’s actual future activities and results of operations may be materially different from those set forth in the forward looking statements. Any or all of the forward-looking statements in this quarterly report may turn out to be inaccurate and as such, you should not place undue reliance on these forward-looking statements. The Company has based these forward-looking statements largely on its current expectations and projections about future events and financial trends that it believes may affect its financial condition, results of operations, business strategy and financial needs. The forward-looking statements can be affected by inaccurate assumptions or by known or unknown risks, uncertainties and assumptions due to a number of factors, including:

·	dependence on key personnel;

·	competitive factors;

·	the operation of our business; and

·	general economic conditions in the United States and India.

These forward-looking statements speak only as of the date on which they are made, and except to the extent required by federal securities laws, we undertake no obligation to update any forward-looking statements to reflect events or circumstances after the date on which the statement is made or to reflect the occurrence of unanticipated events. In addition, we cannot assess the impact of each factor on our business or the extent to which any factor, or combination of factors, may cause actual results to differ materially from those contained in any forward-looking statements. All subsequent written and oral forward-looking statements attributable to the Company or persons acting on its behalf are expressly qualified in their entirety by the cautionary statements contained in this quarterly report.

PART I – FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS

These unaudited financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America for interim financial information and the SEC instructions to Form 10-Q. In the opinion of management, all adjustments considered necessary for a fair presentation have been included. Operating results for the interim period ended January 31, 2010, are not necessarily indicative of the results that can be expected for the full year.

TECHMEDIA ADVERTISING, INC. AND SUBSIDIARIES

(A DEVELOPMENT STAGE COMPANY)

INDEX TO CONSOLIDATED FINANCIAL STATEMENTS (RESTATED)

JANUARY 31, 2010, AND 2009

(Unaudited)

Restated Consolidated Financial Statements-

Consolidated Balance Sheets as of January 31, 2010, and July 31, 2009	F-2

Consolidated Statements of Operations and Comprehensive Income for the Three
Months and Six Months Ended January 31, 2010, and 2009, and Cumulative from Inception	F-3

Consolidated Statements of Cash Flows for the Six Months Ended
January 31, 2010, and 2009, and Cumulative from Inception	F-4

Notes to Consolidated Financial Statements January 31, 2010, and 2009	F-5

TECHMEDIA ADVERTISING, INC. AND SUBSIDIARIES

(A DEVELOPMENT STAGE COMPANY)

CONSOLIDATED BALANCE SHEETS (NOTE 2) (RESTATED)

AS OF JANUARY 31, 2010, AND JULY 31, 2009 (NOTE 3)

(Unaudited)

	As of			As of
	January 31,			July 31,
	2010			2009
	(Restated)
ASSETS
Current Assets:
Cash and cash equivalents	$	667,765		$	2,784,198
Accounts receivable - Related Parties
Note Note receivable		-			350,000
Advance		85,000			85,000
Interest		-			1,545
Total accounts receivable - Related parties		85,000			436,545
Prepaid consulting fees and rent expense		123,160			93,808
Total current assets		875,925			3,314,551
Property and Equipment:
Computer equipment and peripherals		6,551			3,000
		6,551			3,000
Less - Accumulated depreciation and amortization		(2,051	)		(750	)
		4,500			2,250
Construction work in progress		1,020,000			-
Net property and equipment		1,024,500			2,250
Other Assets:
Deferred acquisition costs		-			13,000
Goodwill		6,717			-
Total other assets		6,717			13,000
Total Assets	$	1,907,142		$	3,329,801

LIABILITIES AND STOCKHOLDERS' EQUITY
Current Liabilities:
Accounts payable - Trade	$	29,407		$	3,658
Accrued liabilities		86,762			20,529
Due to Director and stockholder		47,475			500
Total current liabilities		163,644			24,687
Total liabilities		163,644			24,687
Commitments and Contingencies
Stockholders' Equity:
Common stock, par value $0.001 per share; 1,100,000 shares authorized; 47,294,000 and 44,919,000 shares issued and outstanding in 2010 and 2009, respectively		47,294			44,919
Additional paid-in capital		3,512,992			1,234,006
Common stock subscribed		-			2,275,000
Accumulated other comprehensive income		78,230			-
(Deficit) accumulated during the development stage		(1,895,018	)		(248,811	)
Total stockholders' equity		1,743,498			3,305,114
Total Liabilities and Stockholders' Equity	$	1,907,142		$	3,329,801

The accompanying notes to consolidated financial statements are

an integral part of these consolidated balance sheets.

F-2

TECHMEDIA ADVERTISING, INC. AND SUBSIDIARIES

(A DEVELOPMENT STAGE COMPANY)

CONSOLIDATED STATEMENTS OF OPERATIONS AND

COMPREHENSIVE (LOSS) (NOTE 2) (RESTATED)

FOR THE THREE MONTHS AND SIX MONTHS ENDED JANUARY 31, 2010, AND 2009, AND

CUMULATIVE FROM INCEPTION (JANUARY 30, 2007)

THROUGH JANUARY 31, 2009 (NOTE 3)

(Unaudited)

	Three Months Ended						Six Months Ended						Cumulative
	January 31,						January 31,						From
	2010			2009			2010			2009			Inception
	(Restated)						(Restated)						(Restated)
Revenues	$	-		$	-		$	-		$	-		$	-
Expenses:
General and administrative-
Stock-based compensation		241,570			-			483,140			-			483,140
Legal and accounting fees		98,422			-			231,094			62,216			233,644
Management fee		4,505			-			24,523			-			27,599
Consulting fee		388,896			-			757,762			-			757,762
Salaries and wages		45,718			-			111,724			-			111,724
Travel		35,623			-			97,858			-			97,858
Professional fees		6,926			60,716			35,621			-			35,621
Office supplies and other		57,316			3,037			110,106			3,501			116,986
Office rent		9,695			-			21,276			582			21,276
Depreciation and amortization		563			675			1,301			1,100			2,051
Advertising and promotion		6,697			-			7,357			-			7,357
Total general and administrative expenses		895,931			64,428			1,881,762			67,399			1,895,018
(Loss) from Operations		(895,931	)		(64,428	)		(1,881,762	)		(67,399	)		(1,895,018	)
Other Income (Expense)		-			-			-			-			-
Provision for Income Taxes		-			-			-			-			-
Net (Loss)	$	(895,931	)	$	(64,428	)	$	(1,881,762	)	$	(67,399	)	$	(1,895,018	)
Comprehensive (Loss):
Foreign currency translation		78,976			-			78,230			-			78,230
Total Comprensive (Loss)	$	(816,955	)	$	(64,428	)	$	(1,803,532	)	$	(67,399	)	$	(1,816,788	)
(Loss) Per Common Share:
(Loss) per common share - Basic and Diluted	$	(0.02	)	$	(0.00	)	$	(0.04	)	$	(0.00	)
Weighted Average Number of Common Shares
Outstanding - Basic and Diluted		47,294,000			43,120,000			47,268,457			43,120,000

The accompanying notes to consolidated financial statements are

an integral part of these consolidated statements.

F-3

TECHMEDIA ADVERTISING, INC. AND SUBSIDIARIES

(A DEVELOPMENT STAGE COMPANY)

CONSOLIDATED STATEMENTS OF CASH FLOWS (NOTE 2) (RESTATED)

FOR THE SIX MONTHS ENDED JANUARY 31, 2010, AND 2009, AND

CUMULATIVE FROM INCEPTION (JANUARY 30, 2007)

THROUGH JANUARY 31, 2010 (NOTE 3)

(Unaudited)

	Six Months Ended						Cumulative
	January 31,						From
	2010			2009			Inception
	(Restated)						(Restated)
Operating Activities:
Net (loss)	$	(1,881,762	)	$	(67,399	)	$	(1,895,018	)
Adjustments to reconcile net (loss) to net cash (used in) operating activities:
Stock-based compensation		483,140			-			483,140
Depreciation and amortization		1,301			1,100			2,051
Consulting services paid by the issuance of common stock		33,334			-			33,334
Disposal of computers and peripherals		608			-			608
Recapitalization from reverse merger		49,276			-			49,276
Changes in assets and liabilities-
Prepaid consulting fees and other		46,897			582			(179,374	)
Accounts payable - Trade		25,749			9			29,407
Accrued liabilities		57,692			43,167			78,221
Net Cash (Used in) Operating Activities		(1,183,765	)		(22,541	)		(1,398,355	)
Investing Activities:
Cash acquired in business combination		200,161			-			200,161
Purchases of property and equipment		(1,020,000	)		(3,000	)		(1,022,392	)
Website development costs		-			-			(5,100	)
Net Cash (Used in) Investing Activities		(819,839	)		(3,000	)		(827,331	)
Financing Activities:
Issuance of common stock for cash		-			493,663			3,662,250
Due to TechMedia Singapore - Related Party		1,545						(85,000	)
Due to TechMedia India - Related Party		-						(435,000	)
Payments of finder's fee		(227,500	)		-			(362,425	)
Due to Director and stockholder		34,896			-			35,396
Net Cash (Used in) Provided by Financing Activities		(191,059	)		493,663			2,815,221
Effect of Exchange Rate Changes on Cash and Cash Equivalents		78,230			-			78,230
Net (Decrease) Increase in Cash and Cash Equivalents		(2,116,433	)		468,122			667,765
Cash and Cash Equivalents - Beginning of Period		2,784,198			2,869			-
Cash and Cash Equivalents - End of Period	$	667,765		$	470,991		$	667,765

Supplemental Disclosure of Cash Flow Information:
Cash paid during the period for:
Interest	$	-		$	-		$	-
Income taxes	$	-		$	-		$	-

In January 2009, the former Director, president, and stockholder of the Company waived the repayment of a loan and forgave the Company of the $14,600 debt. The amount of forgiven debt of the repayment of $14,600 was considered as an addition to paid-in capital in the accompanying balance sheet as of July 31, 2009.

On September 17, 2009, the Company issued 100,000 shares to a consulting company for certain financial advisory and research services which will be performed in one year period. The services were valued at $100,000.

The accompanying notes to consolidated financial statements are

an integral part of these consolidated statements.

F-4

TECHMEDIA ADVERTISING, INC. AND SUBSIDIARIES

(A DEVELOPMENT STAGE COMPANY)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (RESTATED)

JANUARY 31, 2010, AND JULY 31, 2009

(Unaudited)

(1) Summary of Significant Accounting Policies

Basis of Presentation and Organization

TechMedia Advertising, Inc. (formerly “Ultra Care, Inc.”) (“TechMedia” or the “Company”) is a Nevada corporation in the development stage. The Company was incorporated on January 30, 2007. The original business plan of the Company was to service the healthcare industry and provide prospective employers with reliable recruitment, screening, and placement services by developing an innovative web-based service to match foreign-based nurses who are looking to work in the United States and Canada with healthcare employers located in the United States and Canada. The Company adopted a new business plan in 2009. The new business plan of the Company entails the entry into the streaming digital media advertising business in India through an operating entity established in that country. The accompanying consolidated financial statements of were prepared from the accounts of the Company and its wholly owned subsidiaries under the accrual basis of accounting.

In addition, in March 2007, the Company commenced a capital formation activity through a Private Placement Offering (“PPO”), exempt from registration under the Securities Act of 1933, to raise up to $38,000 through the issuance 16,720,000 shares (post forward stock split) of its common stock, par value $0.001 per share, at an offering price of approximately $0.002 per share. As of July 31, 2007, the Company closed the PPO and received proceeds of $38,000.

Further, on November 7, 2007, the Company filed a Registration Statement on Form SB-2 with the SEC to register 16,720,000 shares (post forward stock split) of its common stock for selling stockholders. The Registration Statement was declared effective by the SEC on November 30, 2007. The Company will not receive any of the proceeds of this registration activity once the shares of common stock are sold.

On January 28, 2009, the Company filed Articles of Merger in the State of Nevada with its wholly owned subsidiary, TechMedia Advertising, Inc., in order to effect a name change from Ultra Care, Inc. to TechMedia Advertising, Inc. The name change was effective with the State of Nevada and FINRA on February 17, 2009.

On July 27, 2009, the Company entered into a share exchange agreement (the “Exchange Agreement”) with TechMedia Advertising Mauritius (“TM Mauritius”) and all of the shareholders of TM Mauritius (the “Sellers”), whereby, at closing, the Company would acquire all of the issued and outstanding shares in the capital of TM Mauritius from the Sellers in exchange for the issuance of 24,000,000 shares of Common Stock to the Sellers on a pro rata basis in accordance with each Seller’s percentage ownership in TM Mauritius. TM Mauritius is the sole beneficial owner TechMedia Advertising (India) Private Limited (“TM India”), a company organized under the laws of India, which is engaged in the initial stages of selling outdoor advertising on billboards and digital signs in India located in high traffic locations. Such locations range from transportation vehicles, commercial buildings, to supermarkets and restaurants, by forming a partnership with media space owners.

F-5

TECHMEDIA ADVERTISING, INC. AND SUBSIDIARIES

(A DEVELOPMENT STAGE COMPANY)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (RESTATED)

JANUARY 31, 2010, AND JULY 31, 2009

(Unaudited)

TM Mauritius was incorporated pursuant to the laws of Mauritius on March 11, 2009. At the time of closing of the Exchange Agreement, the Company was the sole shareholder of TM Mauritius. On June 22, 2009, TM Mauritius acquired sole beneficial ownership of TM India through an exchange of four ordinary shares of capital stock of TM Mauritius for 1,000 shares of paid-up capital stock of TM India.

TM India was incorporated pursuant to the laws of India on December 27, 2007. Since its incorporation, TM India has been involved in investigating, researching, and establishing relationships in the media industry in India.

On August 6, 2009, the Exchange Agreement closed and as a result, TM Mauritius became a wholly owned subsidiary of the Company. As a result of the closing of the Exchange Agreement, the Sellers collectively own 24,000,000 shares of common stock of the Company as follows: 9,600,000 shares of common stock are owned by OneMedia Limited (21.4 percent of the issued and outstanding); 7,200,000 shares of common stock of the Company are owned by Ternes Capital Ltd. (16.0 percent of the issued and outstanding); and 7,200,000 shares of common stock of the Company are owned by Johnny Lian Tian Yong (16.0 percent of the issued and outstanding), which constitutes in aggregate 53.4 percent of the issued and outstanding shares of common stock of the Company.

Subsequent to the closing of the Exchange Agreement, the business of the Company has been conducted through its subsidiary, TM Mauritius, which is pursuing its advertising business plan through a new joint venture company which is being formed in India, as well as through TM India.

On June 15, 2009, TM Mauritius was assigned TechMedia Advertising Singapore Pte. Ltd.’s rights and obligations under the Summary of Terms of Investment with respect to a joint venture arrangement for operating the business of installing, commissioning, maintaining and commercializing mobile digital advertising platforms in public commuter transports such as buses and trains in India (the “JV Business”), which was entered into between TechMedia Advertising Singapore Pte. Ltd., a company incorporated under the laws of Singapore, and Peacock Media Ltd. (“PML”), a company incorporated under the laws of India, on December 19, 2008.

On October 22, 2009, the Company through its wholly owned subsidiary, TM Mauritius, entered into a Joint Venture Development and Operating Agreement (the “JV Agreement”) with PML. In accordance with the JV Agreement, TM Mauritius and PML is in the process of forming a new private India company (the “JV Company”) where TM Mauritius will own 85% and PML will own 15%. The JV Company will operate the business of displaying mobile digital advertising platforms in public transportation vehicles such as long-distance buses and trains in India (the “Business”). The newly-fitted buses and trains will display third party commercial contents and advertisements for a fee.

F-6

TECHMEDIA ADVERTISING, INC. AND SUBSIDIARIES

(A DEVELOPMENT STAGE COMPANY)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (RESTATED)

JANUARY 31, 2010, AND JULY 31, 2009

(Unaudited)

Unaudited Interim Consolidated Financial Statements

The interim consolidated financial statements of the Company as of January 31, 2010, and July 31, 2009, and for the three and six months ended January 31, 2010, and 2009, and cumulative from inception are unaudited. However, in the opinion of management, the accompanying consolidated financial statements include all adjustments, consisting only of normal recurring adjustments, necessary to present fairly the Company’s consolidated financial position as of January 31, 2010, and July 31, 2009, and the results of its operations and its cash flows for the three and six months ended January 31, 2010, and 2009, and cumulative from inception. These results are not necessarily indicative of the results expected for the fiscal year ending July 31, 2010. The accompanying consolidated financial statements and notes thereto do not reflect all disclosures required under accounting principles generally accepted in the United States of America. Refer to the Company’s audited financial statements as of July 31, 2009, filed with the SEC on October 20, 2009, for additional information, including significant accounting policies.

Cash and Cash Equivalents

For purposes of reporting within the statements of cash flows, the Company considers all cash on hand, cash accounts not subject to withdrawal restrictions or penalties, and all highly liquid debt instruments purchased with a maturity of three months or less to be cash and cash equivalents.

Revenue Recognition

The Company is in the development stage and has yet to realize significant revenues from planned operations. Once the Company has commenced planned operations, it will recognize revenues when completion of its advertising services has occurred provided there is persuasive evidence of an agreement, acceptance has been approved by its customers, the fee is fixed or determinable based on the completion of stated terms and conditions, and collection of any related receivable is probable.

Property and equipment

Property and equipment are recorded at historical cost. Minor additions and renewals are expensed in the year incurred. Major additions and renewals are capitalized and depreciated over their estimated useful lives. When property and equipment are retired or otherwise disposed of, the cost and accumulated depreciation or amortization are removed from the accounts and any resulting gain or loss is included in the results of operations for the respective period. The Company uses the straight-line method of depreciation. The estimated useful life of property and equipment is as follows:

Computer equipment and peripherals

3 years

F-7

TECHMEDIA ADVERTISING, INC. AND SUBSIDIARIES

(A DEVELOPMENT STAGE COMPANY)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (RESTATED)

JANUARY 31, 2010, AND JULY 31, 2009

(Unaudited)

Income (Loss) Per Common Share

Basic income (loss) per share is computed by dividing the net loss attributable to the common stockholders by the weighted average number of shares of common stock outstanding during the period. Diluted income (loss) per share is computed similar to basic loss per share except that the denominator is increased to include the number of additional common shares that would have been outstanding if the potential common shares had been issued and if the additional common shares were dilutive. There were no dilutive financial instruments issued or outstanding for the six months ended January 31, 2010, and 2009.

Deferred Offering Costs

The Company defers as other assets the direct incremental costs of raising capital until such time as the offering is completed. At the time of the completion of the offering, the costs are charged against the capital raised. Should the offering be terminated, deferred offering costs are charged to operations during the period in which the offering is terminated. As of January 31, 2010, and July 31, 2009, the Company had not incurred any deferred offering costs.

Deferred Acquisition Costs

Prior to July 2009, the Company deferred as other assets the direct incremental costs of acquiring a company until such time as the acquisition was completed. At the time of the completion of the acquisition, the costs were charged against the goodwill of the acquired company. Should the acquisition be terminated, deferred acquisition costs were charged to operations during the period in which the agreement was terminated. As of July 31, 2009, the Company recorded $13,000 of deferred acquisition costs. Subsequent to July 2009, the Company currently charges to operations the direct incremental costs of acquisition resulting from a business combination.

Income Taxes

The Company accounts for income taxes pursuant to SFAS No. 109, Accounting for Income Taxes (“SFAS No. 109”). Under SFAS No. 109, deferred tax assets and liabilities are determined based on temporary differences between the bases of certain assets and liabilities for income tax and financial reporting purposes. The deferred tax assets and liabilities are classified according to the financial statement classification of the assets and liabilities generating the differences.

The Company maintains a valuation allowance with respect to deferred tax assets. The Company establishes a valuation allowance based upon the potential likelihood of realizing the deferred tax asset and taking into consideration the Company’s financial position and results of operations for the current period. Future realization of the deferred tax benefit depends on the existence of sufficient taxable income within the carryforward period under the Federal tax laws.

F-8

TECHMEDIA ADVERTISING, INC. AND SUBSIDIARIES

(A DEVELOPMENT STAGE COMPANY)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (RESTATED)

JANUARY 31, 2010, AND JULY 31, 2009

(Unaudited)

Changes in circumstances, such as the Company generating taxable income, could cause a change in judgment about the realizability of the related deferred tax asset. Any change in the valuation allowance will be included in income in the year of the change in estimate.

Concentration of Risk

As of January 31, 2010, and July 31, 2009, the Company maintained its cash accounts at two commercial banks. The balance in each account was subject to FDIC coverage up to $250,000.

Fair Value of Financial Instruments

The Company estimates the fair value of financial instruments using the available market information and valuation methods. Considerable judgment is required in estimating fair value. Accordingly, the estimates of fair value may not be indicative of the amounts the Company could realize in a current market exchange. As of January 31, 2010, and July 31, 2009, the carrying value of the Company’s financial instruments approximated fair value due to the short-term maturity of these instruments.

Common Stock Registration Expenses

The Company considers incremental costs and expenses related to the registration of equity securities with the SEC, whether by contractual arrangement as of a certain date or by demand, to be unrelated to original issuance transactions. As such, subsequent registration costs and expenses are reflected in the accompanying consolidated financial statements as general and administrative expenses, and are expensed as incurred.

Lease Obligations

All noncancellable leases with an initial term greater than one year are categorized as either capital or operating leases. Asset recorded under capital leases are amortized according to the methods employed for property and equipment or over the term of the related lease, if shorter.

Estimates

The accompanying consolidated financial statements are prepared on the basis of accounting principles generally accepted in the United States of America. The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities as of January 31, 2010, and July 31, 2009, and expenses for the three and six months ended January 31, 2010, and 2009, and cumulative from inception. Actual results could differ from those estimates made by management.

F-9

TECHMEDIA ADVERTISING, INC. AND SUBSIDIARIES

(A DEVELOPMENT STAGE COMPANY)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (RESTATED)

JANUARY 31, 2010, AND JULY 31, 2009

(Unaudited)

(2) Development Stage Activities and Going Concern

The Company is currently in the development stage. The original business plan of the Company was to service the healthcare industry and provide prospective employers with reliable recruitment, screening, and placement services by developing an innovative web-based service to match foreign-based nurses who are looking to work in the United States and Canada with healthcare employers located in the United States and Canada. The Company adopted a new business plan in 2009. The new business plan of the Company entails the entry into the streaming digital media advertising business in India through an operating entity established in that country.

During the period from January 30, 2007, through January 31, 2010, the Company was organized and incorporated, conducted various capital formation activities through the sale of its common stock, completed a software development activity, entered into an Exchange Agreement for the acquisition of all of the issued and outstanding shares in the capital of TM Mauritius, completed a development and operating agreement for a joint venture in India, commenced the formation of a new private India company for the joint venture, and advanced $1,020,000 for the build out of mobile digital advertising equipment in public transportation vehicles in India.

On November 7, 2007, the Company filed a Registration Statement on Form SB-2 with the SEC to register 16,720,000 shares (post forward stock split) of its common stock for selling stockholders. The Registration Statement was declared effective by the SEC on November 30, 2007. The Company will not receive any of the proceeds of this registration activity once the shares of common stock are sold. The Company also intends to conduct additional capital formation activities through the issuance of its common stock and to further conduct its operations.

While management of the Company believes that the Company will be successful in its planned operating activities under its new business plan, there can be no assurance that it will be successful in the development of its planned advertising services such that it will generate sufficient revenues to earn a profit or sustain its operations.

The accompanying consolidated financial statements have been prepared in conformity with accounting principles generally accepted in the United States of America, which contemplate continuation of the Company as a going concern. The Company has not established any significant sources of revenue to cover its operating costs, and as such, has incurred an operating loss since inception. Further, as of January 31, 2010, and July 31, 2009, the cash resources of the Company were insufficient to meet its planned business objectives. These and other factors raise substantial doubt about the Company’s ability to continue as a going concern. The accompanying consolidated financial statements do not include any adjustments to reflect the possible future effects on the recoverability and classification of assets or the amounts and classification of liabilities that may result from the possible inability of the Company to continue as a going concern.

F-10

TECHMEDIA ADVERTISING, INC. AND SUBSIDIARIES

(A DEVELOPMENT STAGE COMPANY)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (RESTATED)

JANUARY 31, 2010, AND JULY 31, 2009

(Unaudited)

(3) Restatement

(4) Change in Management

On September 9, 2008, Mr. Clifford Belgica resigned as the Company’s President, Chief Executive Officer, and Director. On the same date, Mr. Denver Melchor resigned as the Company’s Treasurer, Secretary, Chief Financial Officer, and Director. The Company appointed Mr. Van Clayton A. Pagaduan to the offices of President, Treasurer, Secretary, and Chief Financial Officer. The former officers and Directors also sold their interests in the Company of 26,400,000 shares (post forward stock split) of common stock to Mr. Van Clayton A. Pagaduan, which resulted in a change of beneficial ownership in securities.

F-11

TECHMEDIA ADVERTISING, INC. AND SUBSIDIARIES

(A DEVELOPMENT STAGE COMPANY)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (RESTATED)

JANUARY 31, 2010, AND JULY 31, 2009

(Unaudited)

On January 15, 2009, Mr. Van Clayton A. Pagaduan resigned from the offices of President, Treasurer, Secretary, Chief Financial Officer, and Director. On same date, Mr. Alan Goh was appointed as President, Chief Executive Officer, Chief Financial Officer, Secretary, Treasurer, and a Director of the Company. Mr. Pagaduan also sold his interest in the Company of 26,400,000 shares (post forward stock split) of common stock to Mr. Goh, which resulted in a change of beneficial ownership in securities.

On August 6, 2009, and in accordance with the Exchange Agreement, Mr. Alan Goh, the current President, CEO, CFO, Secretary and Treasurer and a Director, resigned as the Company’s President, CEO, CFO and Treasurer (remaining as the Secretary and a Director) and Mr. Johnny Lian Tian Yong was appointed as the President, CEO, Chairman and a director of the Company. Mr. Ratner Vellu was also appointed as a Director of the Company, and Mr. William Goh Han Tiang was appointed as the Treasurer and a Director of the Company. However, the appointment of Messrs. Johnny Lian Tian Yong, Ratner Vellu and William Goh Han Tiang as Directors of the Company, was not effective until August 14, 2009, which was 10 days after the filing date of a Schedule 14F-1 Information Statement with the Securities and Exchange Commission and the transmission of notification to all shareholders of record of common stock of the Company who were entitled to vote at a meeting for election of Directors.

(4) Loan from Director and Stockholder

As of January 31, 2010, a loan from an individual who is a former Director, president, and stockholder of the Company amounted to $500 (January 31, 2009 - $0). The loan was provided for working capital purposes, and is unsecured, non-interest bearing, and has no terms for repayment.

In January 2009, the former Director, president, and stockholder of the Company waived repayment of a loan amounting to $14,600, and forgave the Company of the debt. The amount of forgiven debt of $14,600 was considered as an addition to paid-in capital in the accompanying balance sheet as of January 31, 2010.

As of January 31, 2010, a loan from an individual who is a former Director of the Company amounted to $46,975 (January 31, 2009 - $0). The loan was provided for working capital purposes, and is unsecured, non-interest bearing, and has no terms for repayment.

(5) Common Stock

The Company was originally authorized to issue 50,000,000 shares of $0.001 par value common stock. All shares of common stock have equal voting rights, are non-assessable, and have one vote per share. Voting rights are not cumulative and, therefore, the holders of more than 50 percent of the common stock could, if they choose to do so, elect all of the Directors of the Company.

F-12

TECHMEDIA ADVERTISING, INC. AND SUBSIDIARIES

(A DEVELOPMENT STAGE COMPANY)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (RESTATED)

JANUARY 31, 2010, AND JULY 31, 2009

(Unaudited)

Effective February 17, 2009, the Company completed a twenty-two (22) for one (1) forward stock split of its authorized, issued, and outstanding common stock. As a result, the authorized capital of the Company has increased from 50,000,000 shares of common stock with a par value of $0.001 to 1,100,000,000 shares of common stock with a par value of $0.001, and correspondingly, its issued and outstanding capital increased from 1,960,000 shares of common stock to 43,120,000 shares of common stock. The accompanying consolidated financial statements and related notes thereto have been adjusted accordingly to reflect this forward stock split.

On January 30, 2007, the Company issued 26,400,000 (post forward stock split) shares of its common stock to its Directors and officers at par value for cash proceeds of $12,000.

In March 2007, the Company commenced a capital formation activity through a PPO, exempt from registration under the Securities Act of 1933, to raise up to $38,000 through the issuance 16,720,000 (post forward stock split) shares of its common stock, par value $0.001 per share, at an offering price of approximately $0.002 per share. As of July 31, 2007, the Company fully subscribed the PPO, and received proceeds of $38,000. The Company accepted subscriptions from 38 foreign, non-affiliated investors.

In addition, on November 7, 2007, the Company filed a Registration Statement on Form SB-2 with the SEC to register 16,720,000 (post forward stock split) shares of its common stock for selling stockholders. The Registration Statement was declared effective by the SEC on November 30, 2007. The Company will not receive any of the proceeds of this registration activity once the shares of common stock are sold.

On June 8, 2009, the Company issued 145,000 shares of its common stock to four individuals due to the closing of the private placement of its common stock at $0.75 per share for total gross proceeds of $108,750.

On June 8, 2009, the Company issued 1,654,000 shares of its common stock to 11 individuals and entities due to the closing of the private placement of its common stock at $0.75 per unit for total gross proceeds of $1,240,500.

In connection with the issuance of the 145,000 shares and the 1,654,000 shares of its common stock, described above, the Company paid a finder’s fee of $134,925 to an unrelated third party.

On July 27, 2009, the Company entered into an Exchange Agreement with TM Mauritius, a company organized under the laws of Mauritius, and all the Sellers of TM Mauritius, whereby the Company agreed to acquire all of the issued and outstanding shares in the capital of TM Mauritius from the Sellers in exchange for the issuance of 24,000,000 shares of Common Stock of the Company to the Sellers on a pro rata basis in accordance with each Seller’s percentage ownership in TM Mauritius. The Exchange Agreement is set to close on or before August 5, 2009. As of July 31, 2009, the Exchange Agreement has not been closed and no shares related to the Exchange Agreement had been issued.

F-13

TECHMEDIA ADVERTISING, INC. AND SUBSIDIARIES

(A DEVELOPMENT STAGE COMPANY)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (RESTATED)

JANUARY 31, 2010, AND JULY 31, 2009

(Unaudited)

Concurrently with the closing of the Exchange Agreement, by a letter agreement entered into on July 30, 2009 (the “Letter Agreement”), between the Company and Alan Goh, Mr. Goh agreed to cancel 24,000,000 shares of the 26,400,000 shares of common stock of the Company registered in his name. As of July 31, 2009, the Exchange Agreement has not been closed and Mr. Alan Goh had not cancelled his 24,000,000 shares.

On August 12, 2009, the Company issued 2,275,000 shares of common stock to 37 individuals due to the closing of private placement at $1.00 per unit for total gross proceeds of $2,275,000. Each unit consists of one share of common stock of the Company, and one-half of one share purchase warrant, with each whole warrant entitling the holder to purchase one additional share of the Company’s common stock at $2.00 per warrant share until two years from the date of issuance of the share purchase warrants. The Company paid a finder’s fee of $227,500 to an unrelated third party.

On September 17, 2009, the Company issued 100,000 shares to Emissary Capital Group, LLC (“Emissary Capital”) in accordance with the terms of the Financial Advisory Agreement, dated September 2, 2009, entered into between the Company and Emissary Capital. Emissary Capital will provide certain financial advisory and research services for the Company. The fair value of the services was valued at $100,000.

As of January 31, 2010, there were 47,294,000 shares of common stock issued and outstanding.

(6) Common Stock Options

On August 31, 2009, the Board of Directors unanimously approved and adopted a stock option and incentive plan (the “2009 Stock Option and Incentive Plan”). The purpose of the 2009 Stock Option and Incentive Plan is to advance the directors’ interests and the shareholders’ interests by affording the Company’s key personnel an opportunity for investment in the Company and the incentive advantages inherent in stock ownership in the Company. Pursuant to the provisions of the 2009 Stock Option and Incentive Plan, stock options, stock awards, cash awards or other incentives (the “Stock Options and Incentives”) will be granted only to our key personnel, generally defined as a person designated by the Board of Directors upon whose judgment, initiative and efforts we may rely including any director, officer, employee, consultant or advisor of the Company.

On August 31, 2009, the Board of Directors unanimously approved and granted in aggregate 1,900,000 stock options to certain directors, officers and consultants of the Company having an exercise price of $2.22 per share and an expiry date of five years from the date of grant. These stock options have vesting provisions of 10% on the date of grant and 10% on the last day of each month thereafter beginning on September 30, 2009.

The fair value of each option granted has been estimated on the date of grant using the Black-Scholes pricing model, using the following assumptions:

F-14

TECHMEDIA ADVERTISING, INC. AND SUBSIDIARIES

(A DEVELOPMENT STAGE COMPANY)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (RESTATED)

JANUARY 31, 2010, AND JULY 31, 2009

(Unaudited)

	October 31, 2009			October 31, 2008
Five Year Risk Free Interest Rate		2.39	%		-
Dividend Yield		0.00	%		-
Volatility		70.96	%		-
Average Expected Term (Years to Exercise)		5			-

A summary of the status of options granted as of January 31, 2010 is as follows:

	For The Period Ended January 31, 2010
	Shares		Weighted Average Exercise Price
Outstanding at August 31, 2009		-		-
Granted		1,900,000	$	2.22
Exercised		-		-
Forfeited		-		-
Expired		-		-
Outstanding at January 31, 2010		1,900,000	$	2.22
Exercisable at January 31, 2010		760,000	$	2.22

A summary of the status of options outstanding as of January 31, 2010, is presented below:

		Options Outstanding					Options Exercisable
Range of Exercise prices		Number Outstanding		Weighted Average Remaining Life (Years)	Weighted Average Exercise Price		Number exercisable		Weighted Average Exercise Price
$	2.22		1,900,000	4.58	$	2.22		760,000	$	2.22

The weighted average grant date fair value of options granted during the six months ended January 31, 2010 was $0.42. The compensation expense for the three and six months ended January 31, 2010, amounted to $241,570, and $483,140, respectively.

(7) Income Taxes

The provision (benefit) for income taxes for the six months ended January 31, 2010, and 2009, was as follows (using a 34 percent effective Federal income tax rate in 2010, and a 15 percent effective Federal income tax rate in 2009):

F-15

TECHMEDIA ADVERTISING, INC. AND SUBSIDIARIES

(A DEVELOPMENT STAGE COMPANY)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (RESTATED)

JANUARY 31, 2010, AND JULY 31, 2009

(Unaudited)

	Six Months Ended
	January 31,
	2010			2009

Current Tax Provision:
Federal-
Taxable income	$	-		$	-

Total current tax provision	$	-		$	-

Deferred Tax Provision:
Federal-
Loss carryforwards	$	639,799		$	10,110
Change in valuation allowance		(639,799	)		(10,110	)

Total deferred tax provision	$	-		$	-

The Company had deferred income tax assets as of January 31, 2010, and July 31, 2009, as follows:

	As of			As of
	January 31,			July 31,
	2010			2009

Loss carryforwards	$	644,306		$	19,973
Less - Valuation allowance		(644,306	)		(19,973	)

Total net deferred tax assets	$	-		$	-

As of January 31, 2010, the Company had net operating loss carryforwards for income tax reporting purposes of approximately $1,895,018 (July 31, 2009 - $248,811) that may be offset against future taxable income. The net operating loss carryforwards will begin to expire in the year 2029. Current tax laws limit the amount of loss available to be offset against future taxable income when a substantial change in ownership occurs or a change in the nature of the business. Therefore, the amount available to offset future taxable income may be limited.

No tax benefit has been reported in the accompanying consolidated financial statements for the realization of loss carryforwards, as the Company believes there is high probability that the carryforwards will not be utilized in the foreseeable future. Accordingly, the potential tax benefits of the loss carryforwards are offset by a valuation allowance of the same amount.

(8)	Related Party Transactions

As described in Note 5, on January 30, 2007, the Company issued 26,400,000 shares (post forward stock split) of its common stock to its Directors and officers at par value for cash proceeds of $12,000. As described in Note 3, on September 9, 2008, these Directors and officers resigned from the Company. These former officers and Directors sold their interests in the Company amounting to 26,400,000 shares (post forward stock split) of common stock to the newly appointed Director and officer of the Company.

F-16

TECHMEDIA ADVERTISING, INC. AND SUBSIDIARIES

(A DEVELOPMENT STAGE COMPANY)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (RESTATED)

JANUARY 31, 2010, AND JULY 31, 2009

(Unaudited)

On April 27, 2009, the Company and TM India signed a loan agreement. TechMedia agreed to loan to TM India the principle amount of up to $1,000,000 for the purpose of financing the company with such funds being used to equip buses in India under the business arrangement between the company and Peacock Media Ltd. The loan is bearing an annual interest rate at 3 percent and will be due and payable one year from the date of agreement. On August 6, 2009, the Company became the sole owner of TM India through TM Mauritius, and such loan is now treated as an inter-corporate loan. As of January 31, 2009, TechMedia had transferred $1,020,000 to TM India for the purpose of conducting the build out of mobile digital advertising equipment in public transportation vehicles in India.

The Company also loaned to TechMedia Advertising Singapore Pte. Ltd., a related party entity, the amount of $85,000 for working capital purposes. This loan is unsecured, non-interest bearing, and has no terms for repayment.

On October 22, 2009, the Company entered into a Corporate Consulting Services Agreement with Johnny Lian Tian Yong having an effective date of September 1, 2009, whereby Mr. Lian will act as the President and CEO of the Company, assist the Company with establishing and maintaining proper internal financial controls and procedures, provide managerial advice and assist the Company with its management and business operations, policy development and reporting requirements for a term of two years ending September 1, 2011 in exchange for the Company paying Mr. Lian US$12,000 per month payable on the last day of each month.

In addition, on October 22, 2009, the Company entered into a Corporate Consulting Services Agreement with William Goh Han Tiang having an effective date of September 1, 2009, whereby Mr. Goh will act as the Company’s Treasurer, assist the Company’s President, CEO and principal accounting officer with establishing and maintaining proper internal financial controls and procedures, provide managerial advice and assist the Company with its management and business operations, policy development and reporting requirements for a term of two years ending September 1, 2011 in exchange for the Company paying Mr. Goh US$8,000 per month payable on the last day of each month.

Furthermore, on October 22, 2009, the Company entered into a Consulting Services Agreement with Ratner Vellu having an effective date of September 1, 2009, whereby Mr. Vellu will assist the Company in its business development and provide consulting services to the Company in the areas of corporate finance and development strategy for a term of two years ending September 1, 2011 in exchange for the Company paying Mr. Vellu US$8,000 per month payable on the last day of each month.

F-17

TECHMEDIA ADVERTISING, INC. AND SUBSIDIARIES

(A DEVELOPMENT STAGE COMPANY)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (RESTATED)

JANUARY 31, 2010, AND JULY 31, 2009

(Unaudited)

On November 30, 2009, the Company entered into a Corporate Consulting Services Agreement with Cher (Alan) Kian Goh having an effective date of October 1, 2009, whereby Mr. Alan Goh will act as the Secretary of the Company and will provide various consulting services to the Company as the Company’s board of directors reasonably requests for a term of two years ending October 1, 2011, in exchange for the Company paying Mr. Alan Goh US$3,500 per month payable on the last day of each month.

(9)	Commitments and Contingencies

On July 27, 2009, the Company entered into an Exchange Agreement with TM Mauritius, and all the shareholders of TM Mauritius as Sellers, whereby the Company agreed to acquire all of the issued and outstanding shares in the capital of TM Mauritius from the Sellers in exchange for the issuance of 24,000,000 shares of Common Stock of the Company to the Sellers on a pro rata basis in accordance with each Seller’s percentage ownership in TM Mauritius. The Exchange Agreement was effective as of August 6, 2009.

On September 17, 2009, the Company issued 100,000 shares to Emissary Capital in accordance with the terms of the Financial Advisory Agreement, dated September 2, 2009, entered into between the Company and Emissary Capital. Emissary Capital will provide certain financial advisory and research services for the Company. The fair value of the services was valued at $100,000.

On October 22, 2009, the Company through its wholly owned subsidiary, TM Mauritius, entered into a Joint Venture Development and Operating Agreement (the “JV Agreement”) with PML. In accordance with the JV Agreement, TM Mauritius and PML are in the process of forming a new private India company (the “JV Company”) where TM Mauritius will own 85% and PML will own 15%. The JV Company will operate the business of displaying mobile digital advertising platforms in public transportation vehicles such as long-distance buses and trains in India (the “Business”). The newly-fitted buses and trains will display third party commercial contents and advertisements for a fee.

Under the JV Agreement, once the JV Company is formed, PML will assign to the JV Company the exclusive rights to use the license to operate the Business on 10,392 long distance buses within the Tamil Nadu State, where PML has a 5-year exclusive license. The initial Board of Directors of the JV Company will be comprised of two nominees from PML, Messrs. Sandeep Chawla and Kuljit Suri, and three nominees from TMM, Messrs. Johnny Lian, Ratner Vellu and William Goh. The Company will on a commercially reasonable best effort basis raise up to US$25,000,000 which it anticipates lending in certain tranches through TMM to the JV Company over the first 5 years of the JV Company’s business, which is the initial intended working capital required to install, commission, maintain and commercialize mobile digital advertising platforms onto buses and trains and operate the Business. Out of the US$25,000,000, US$5,000,000 is to be set aside as a contingency fund for the JV Company’s working capital needs. During the first year of incorporation of the JV Company, TM Mauritius is to advance US$12,270,000 to the JV Company with the first US$1,000,000 to be provided by October 31, 2009 and a subsequent amount of US$4,000,000 to be provided as soon as certain expenses have been incurred by PML and certified by TM Mauritius. As of January 31, 2010, the amount of $1,020,000 has been advanced to TM India for the build out of the mobile digital advertising equipment in public transportation vehicles contemplated by the JV Agreement Additional amounts of US$1,932,500 are to be advanced by TM Mauritius to the JV Company on a yearly basis thereafter, however, the Board of the JV Company may determine to reduce or eliminate such additional capital contributions by TM Mauritius depending on the amount of revenues produced by the JV Company available to satisfy the required working capital.

F-18

TECHMEDIA ADVERTISING, INC. AND SUBSIDIARIES

(A DEVELOPMENT STAGE COMPANY)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (RESTATED)

JANUARY 31, 2010, AND JULY 31, 2009

(Unaudited)

On January 26, 2010, the Company entered into an Investor Relations Agreement with Fusion Capital, LLC (“Fusion”). Terms of the agreement require that the Company pay to Fusion a monthly fee of $20,000 on the 1st of each month for a period of 12 months, and issue, as additional compensation, 500,000 shares of the Company’s common stock. The shares of common stock were issued in connection with the agreement on February 18, 2010.

(10)	Recent Accounting Pronouncements

In March 2008, the FASB issued FASB Statement No. 161, (FASB ASC 815) “Disclosures about Derivative Instruments and Hedging Activities – an amendment of FASB Statement 133.” SFAS No. 161 (FASB ASC 815) enhances required disclosures regarding derivatives and hedging activities, including enhanced disclosures regarding how: (a) an entity uses derivative instruments; (b) derivative instruments and related hedged items are accounted for under FASB No. 133, “Accounting for Derivative Instruments and Hedging Activities”; and (c) derivative instruments and related hedged items affect an entity’s financial position, financial performance, and cash flows. Specifically, SFAS No. 161 (FASB ASC 815) requires:

disclosure of the objectives for using derivative instruments be disclosed in terms of underlying risk and accounting designation;

disclosure of the fair values of derivative instruments and their gains and losses in a tabular format;

disclosure of information about credit-risk-related contingent features;

and cross-reference from the derivative footnote to other footnotes in which derivative-related information is disclosed.

SFAS No. 161 (FASB ASC 815) is effective for fiscal years and interim periods beginning after November 15, 2008. Earlier application is encouraged. The management of the Company does not expect the adoption of this pronouncement to have a material impact on its financial statements.

On May 9, 2008, the FASB issued FASB Statement No. 162, (FASB ASC 105) “The Hierarchy of Generally Accepted Accounting Principles.” SFAS No. 162 (FASB ASC 105) is intended to improve financial reporting by identifying a consistent framework, or hierarchy, for selecting accounting principles to be used in preparing financial statements that are presented in conformity with U.S. generally accepted accounting principles (“GAAP”) for nongovernmental entities.

F-19

TECHMEDIA ADVERTISING, INC. AND SUBSIDIARIES

(A DEVELOPMENT STAGE COMPANY)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (RESTATED)

JANUARY 31, 2010, AND JULY 31, 2009

(Unaudited)

Prior to the issuance of SFAS No. 162 (FASB ASC 105), GAAP hierarchy was defined in the American Institute of Certified Public Accountants (“AICPA”) Statement on Auditing Standards (“SAS”) No. 69, “The Meaning of Present Fairly in Conformity with Generally Accept Accounting Principles.” SAS No. 69 has been criticized because it is directed to the auditor rather than the entity. SFAS No. 162 (FASB ASC 105) addresses these issues by establishing that the GAAP hierarchy should be directed to entities because it is the entity (not the auditor) that is responsible for selecting accounting principles for financial statements that are presented in conformity with GAAP.

The sources of accounting principles that are generally accepted are categorized in descending order as follows:

FASB Statements of Financial Accounting Standards and Interpretations, FASB Statement 133 Implementation Issues, FASB Staff Positions, and American Institute of Certified Public Accountants (AICPA) Accounting Research Bulletins and Accounting Principles Board Opinions that are not superseded by actions of the FASB.

FASB Technical Bulletins and, if cleared by the FASB, AICPA Industry Audit and Accounting Guides and Statements of Position.

AICPA Accounting Standards Executive Committee Practice Bulletins that have been cleared by the FASB, consensus positions of the FASB Emerging Issues Task Force (EITF), and the Topics discussed in Appendix D of EITF Abstracts (EITF D-Topics).

Implementation guides (Q&As) published by the FASB staff, AICPA Accounting Interpretations, AICPA Industry Audit and Accounting Guides and Statements of Position not cleared by the FASB, and practices that are widely recognized and prevalent either generally or in the industry.

SFAS No. 162 (FASB ASC 105) is effective 60 days following the SEC’s approval of the Public Company Accounting Oversight Board amendment to its authoritative literature. It is only effective for nongovernmental entities; therefore, the GAAP hierarchy will remain in SAS 69 for state and local governmental entities and federal governmental entities. The management of the Company does not expect the adoption of this pronouncement to have a material impact on its financial statements.

On May 26, 2008, the FASB issued FASB Statement No. 163, (FASB ASC 944) “Accounting for Financial Guarantee Insurance Contracts.” SFAS No. 163 (FASB ASC 944) clarifies how FASB Statement No. 60, “Accounting and Reporting by Insurance Enterprises” (“SFAS No. 60”), applies to financial guarantee insurance contracts issued by insurance enterprises, including the recognition and measurement of premium revenue and claim liabilities. It also requires expanded disclosures about financial guarantee insurance contracts.

F-20

TECHMEDIA ADVERTISING, INC. AND SUBSIDIARIES

(A DEVELOPMENT STAGE COMPANY)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (RESTATED)

JANUARY 31, 2010, AND JULY 31, 2009

(Unaudited)

The accounting and disclosure requirements of SFAS No. 163 (FASB ASC 944) are intended to improve the comparability and quality of information provided to users of financial statements by creating consistency. Diversity exists in practice in accounting for financial guarantee insurance contracts by insurance enterprises under SFAS No. 60, “Accounting and Reporting by Insurance Enterprises.” That diversity results in inconsistencies in the recognition and measurement of claim liabilities because of differing views about when a loss has been incurred under FASB Statement No. 5, “Accounting for Contingencies” (“SFAS No. 5”). SFAS No. 163 (FASB ASC 944) requires that an insurance enterprise recognize a claim liability prior to an event of default when there is evidence that credit deterioration has occurred in an insured financial obligation. It also requires disclosure about (a) the risk-management activities used by an insurance enterprise to evaluate credit deterioration in its insured financial obligations and (b) the insurance enterprise’s surveillance or watch list.

SFAS No. 163 (FASB ASC 944) is effective for financial statements issued for fiscal years beginning after December 15, 2008, and all interim periods within those fiscal years, except for disclosures about the insurance enterprise’s risk-management activities. Disclosures about the insurance enterprise’s risk-management activities are effective the first period beginning after issuance of SFAS No. 163 (FASB ASC 944). Except for those disclosures, earlier application is not permitted. The management of the Company does not expect the adoption of this pronouncement to have material impact on its financial statements.

On May 22, 2009, the FASB issued FASB Statement No. 164, (FASB ASC 958) “Not-for-Profit Entities: Mergers and Acquisitions”. SFAS No. 164 (FASB ASC 958) is intended to improve the relevance, representational faithfulness, and comparability of the information that a not-for-profit entity provides in its financial reports about a combination with one or more other not-for-profit entities, businesses, or nonprofit activities. To accomplish that, this Statement establishes principles and requirements for how a not-for-profit entity:

Determines whether a combination is a merger or an acquisition.

Applies the carryover method in accounting for a merger.

Applies the acquisition method in accounting for an acquisition, including determining which of the combining entities is the acquirer.

Determines what information to disclose to enable users of financial statements to evaluate the nature and financial effects of a merger or an acquisition.

This Statement also improves the information a not-for-profit entity provides about goodwill and other intangible assets after an acquisition by amending FASB Statement No. 142, Goodwill and Other Intangible Assets, to make it fully applicable to not-for-profit entities.

SFAS No. 164 (FASB ASC 958) is effective for mergers occurring on or after December 15, 2009, and acquisitions for which the acquisition date is on or after the beginning of the first annual reporting period beginning on or after December 15, 2009. Early application is prohibited. The management of the Company does not expect the adoption of this pronouncement to have material impact on its financial statements.

F-21

TECHMEDIA ADVERTISING, INC. AND SUBSIDIARIES

(A DEVELOPMENT STAGE COMPANY)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (RESTATED)

JANUARY 31, 2010, AND JULY 31, 2009

(Unaudited)

On May 28, 2009, the FASB issued FASB Statement No. 165, (FASB ASC 855) “Subsequent Events.” SFAS No. 165 (FASB ASC 855) establishes general standards of accounting for and disclosure of events that occur after the balance sheet date but before financial statements are issued or are available to be issued. Specifically, Statement 165 (FASB ASC 855) provides:

The period after the balance sheet date during which management of a reporting entity should evaluate events or transactions that may occur for potential recognition or disclosure in the financial statements.

The circumstances under which an entity should recognize events or transactions occurring after the balance sheet date in its financial statements.

The disclosures that an entity should make about events or transactions that occurred after the balance sheet date.

In accordance with this Statement, an entity should apply the requirements to interim or annual financial periods ending after June 15, 2009. The adoption of this pronouncement did not have a material impact on the financial statements of the Company.

In June 2009, the FASB issued FASB Statement No. 166, (FASB ASC 860) “Accounting for Transfers of Financial Assets- an amendment of FASB Statement No, 140.” SFAS No. 166 (FASB ASC 860) is a revision to SFAS No. 140 “Accounting for Transfers and Servicing of Financial Assets and Extinguishment of Liabilities” and will require more information about transfers of financial assets, including securitization transactions, and where companies have continuing exposure to the risks related to transferred financial assets. It eliminates the concept of a “qualifying special-purpose entity,” changes the requirements for derecognizing financial assets, and requires additional disclosures.

This statement is effective for financial asset transfers occurring after the beginning of an entity's first fiscal year that begins after November 15, 2009. The management of the Company does not expect the adoption of this pronouncement to have material impact on its financial statements.

In June 2009, the FASB issued FASB Statement No. 167, (FASB ASC 810) "Amendments to FASB Interpretation No. 46(R).” SFAS No. 167 (FASB ASC 810) amends certain requirements of FASB Interpretation No. 46(R), “Consolidation of Variable Interest Entities” and changes how a company determines when an entity that is insufficiently capitalized or is not controlled through voting (or similar rights) should be consolidated. The determination of whether a company is required to consolidate an entity is based on, among other things, an entity’s purpose and design and a company’s ability to direct the activities of the entity that most significantly impact the entity’s economic performance.

This statement is effective as of the beginning of each reporting entity’s first annual reporting period that begins after November 15, 2009. The management of the Company does not expect the adoption of this pronouncement to have material impact on its financial statements.

F-22

TECHMEDIA ADVERTISING, INC. AND SUBSIDIARIES

(A DEVELOPMENT STAGE COMPANY)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (RESTATED)

JANUARY 31, 2010, AND JULY 31, 2009

(Unaudited)

In June 2009, the FASB issued FASB Statement No. 168, (FASB ASC 105) "The FASB Accounting Standards Codification and the Hierarchy of Generally Accepted Accounting Principles - a replacement of FASB Statement No. 162.” SFAS No. 168 (FASB ASC 105) establishes the FASB Accounting Standards Codification (the "Codification") to become the single official source of authoritative, nongovernmental U.S. generally accepted accounting principles (“GAAP”). The Codification did not change GAAP but reorganizes the literature.

SFAS No. 168 (FASB ASC 105) is effective for interim and annual periods ending after September 15, 2009. The adoption of this pronouncement did not have a material impact on the financial statements of the Company.

F-23

ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

You should read the following plan of operation together with our financial statements and related notes appearing elsewhere in this quarterly report. This plan of operation contains forward-looking statements that involve risks, uncertainties, and assumptions. The actual results may differ materially from those anticipated in these forward-looking statements as a result of certain factors.

Overview

We were incorporated as “Ultra Care, Inc.” in the State of Nevada on January 30, 2007. Up until January 15, 2009, we were engaged in the business of developing an industry-leading online resource for the nursing profession. Subsequent to January 15, 2009, we changed the focus of our business direction to that of a company engaged in selling outdoor advertising on billboards and digital signs in India located in high traffic locations, which locations range from public transportation vehicles, commercial buildings, supermarkets and restaurants, by partnering with media space owners. By doing this, we hope to reach a large spectrum of consumers in a wide variety of locations.

On July 27, 2009, we entered into a share exchange agreement (the “Exchange Agreement”) with TechMedia Advertising Mauritius (“TM Mauritius”), a company organized under the laws of Mauritius, and the shareholders of TM Mauritius, whereby on August 6, 2009, the Company acquired all of the issued and outstanding shares in the capital of TM Mauritius in exchange for issuing 24,000,000 (post forward stock split) shares of common stock of the Company (which 24,000,000 shares of common stock constituted in aggregate 53.4% of the issued and outstanding shares of common stock of the Company as of such date). TM Mauritius is the sole shareholder of TechMedia Advertising (India) Private Limited (“TM India”), a company organized under the laws of India, which is engaged in the development stages of selling outdoor advertising on billboards and digital signs in India located in high traffic locations, which locations range from transportation vehicles, commercial buildings, supermarkets and restaurants, by partnering with media space owners.

The foregoing description of the Exchange Agreement does not purport to be complete and is qualified in its entirety by reference to the Exchange Agreement, which was filed as Exhibit 10.1 to the initial Form 8-K on July 31, 2009, and which is incorporated herein by reference.

As of August 6, 2009, and in accordance with the Exchange Agreement, Mr. Alan Goh, our current Secretary and director, resigned as the Company’s President, CEO, CFO and Treasurer and appointed Mr. Johnny Lian Tian Yong as the President, CEO, Chairman and a director of the Company, Mr. Ratner Vellu as a director of the Company and Mr. William Goh Han Tiang as the Treasurer and a director of the Company. The directorship positions of Messrs. Johnny Lian Tian Yong, Ratner Vellu and William Goh did not become effective until August 14, 2009.

Concurrently with the closing of the Exchange Agreement, by a letter agreement entered into on July 30, 2009 (the “Letter Agreement”), between the Company and Alan Goh, the Company’s current Secretary and a director, Mr. Alan Goh cancelled 24,000,000 shares of the 26,400,000 shares of common stock of the Company registered in his name. Therefore, Mr. Alan Goh now only has 2,400,000 shares of common stock of the Company registered in his name.

The foregoing description of the Letter Agreement does not purport to be complete and is qualified in its entirety by reference to the Letter Agreement, which was filed as Exhibit 10.2 to the initial Form 8-K on July 31, 2009, and which is incorporated herein by reference.

The table below illustrates the corporate structure of the Company as a result of the completion of the Exchange Agreement:

In accordance with the JV Agreement, TM Mauritius and PML will form a new private India company (the “JV Company”) where TM Mauritius will own 85% and PML will own 15%. As of the date of the filing of this Form 10-Q, the JV Company has not yet been incorporated and is expected to receive government approval and issuance of a Certificate of Registration in the next four to five weeks. However, the name for the JV Company has been approved, which is TechMedia Fleet (India) Private Limited. The JV Company will operate the business of displaying mobile digital advertising platforms in public transportation vehicles such as long-distance buses and trains in India (the “Business”). The newly-fitted buses and trains will display third party commercial contents and advertisements for a fee.

Under the JV Agreement, PML will assign to the JV Company the exclusive rights to use the license to operate the Business on 10,392 long distance buses within the Tamil Nadu State, where PML has a five year exclusive license. The initial Board of Directors of the JV Company will be comprised of two nominees from PML, Messrs. Sandeep Chawla and Kuljit Suri, two nominees from TM Mauritius, Messrs. Ratner Vellu and William Goh and one nominee from the Company, Mr. Johnny Lian.

The Company will on a commercially reasonable best effort basis attempt to raise up to US$25,000,000 which it anticipates lending in certain tranches through TM Mauritius to the JV Company over the first five years of the JV Company’s business, which is the initial intended working capital required to install, commission, maintain and commercialize mobile digital advertising platforms onto buses and trains and operate the Business. Out of the US$25,000,000 the Company intends to raise, US$5,000,000 is to be set aside as a contingency fund for the JV Company’s working capital needs. During the first year of incorporation of the JV Company, TM Mauritius is to advance US$12,270,000 to the JV Company with the first US$1,000,000 to be provided by October 31, 2009, which funds were advanced to PML on behalf of the JV Company as the JV Company has not yet received government approval for incorporation, and which funds have been applied towards the installation of the digital advertising platforms in buses, and a subsequent amount of US$4,000,000 to be provided as soon as certain expenses have been incurred by PML and certified by TM Mauritius. Additional amounts of US$1,932,500 are to be advanced by TM Mauritius to the JV Company on a yearly basis thereafter, however, the Board of the JV Company, once incorporated, may determine to reduce or eliminate such additional capital contributions by TM Mauritius depending on the amount of revenues produced by the Business of the JV Company available to satisfy the required working capital.

The Company will provide management knowledge and skills to manage the operations of the JV Company while PML will ensure the technical platforms operate smoothly as PML is responsible for the maintenance of the technical platforms and ensuring they remain in good working order at all times.

Upon the JV Company reaching profitability and in accordance with the terms of the JV Agreement, the profits will be used to pay its five directors collectively a management fee equivalent to 10% of the gross profit per quarter subject to a minimum annual fee of US$2,000,000 for the first year, which shall be shared equally among the directors, and the repayment of any TM Mauritius loans, and any remaining profit will be distributed to TM Mauritius and PML as a dividend on the basis of TM Mauritius receiving 85% and PML receiving 15%.

The foregoing description of the JV Agreement does not purport to be complete and is qualified in its entirety by reference to the JV Agreement, which was attached as Exhibit 10.1 to the Company’s Form 8-K filed on October 26, 2009, and which is incorporated herein by reference.

Plan of Operations

We intend to focus on outdoor advertising and over the next few years, our focus is expected to be in market consolidation, forming key alliances in outdoor advertising in India. The business of the Company will be conducted through its subsidiary, TM Mauritius, which intends to conduct its business through the JV Company in India as well as through TM India.

Subsequent to entering into a joint venture with PML, we intend to raise funds to equip the buses and trains with our mobile digital advertising platforms. We intend to cooperate closely with PML to secure further opportunities to expand our network in order to allow us to advertise to a larger audience.

Objectives

We have the following objectives:

1.	to raise $25,000,000 through private placement equity financings with institutions;

2.	to equip more than 10,000 buses with digital media technologies displaying advertisements; and

3.	to secure opportunities to expand our network to more than 40,000 advertising screens.

Limited Operating History; Need for Additional Capital

There is limited historical financial information about us upon which to base an evaluation of our performance. We are in the development stage of our business and have not generated any revenues from operations. We cannot guarantee we will be successful in our business operations. Our business is subject to risks inherent in the establishment of a new business enterprise, including limited capital resources, possible delays in the implementation of our plan of operations, and possible cost overruns due to price and cost increases in services.

To become profitable and competitive, we may have to capture market share by marketing the new advertising platform to potential clients in order to create revenue. If we are unable to raise additional equity capital to develop our business and earn revenues, we will have to suspend or cease operations and our investors may lose their investment.

We have no assurance that future financings will be available to us on acceptable terms. If financing is not available on satisfactory terms, we may be unable to continue, develop, or expand our operations. Equity financing could result in additional dilution to existing shareholders.

Liquidity and Capital Resources

Our registered independent auditors have issued a going concern opinion. This means that there is substantial doubt that we can continue as an on-going business for the next 12 months unless we obtain additional capital to meet our financial obligations. This is because we have not generated any revenues and no revenues are anticipated until our business is developed, we expect to provide advertising services to clients and receive payment from such clients for our services. There is no assurance we will ever reach this point. Accordingly, we must raise cash from sources other than revenues. Our only other source for cash at this time is investments by others in the Company. We must raise cash to implement our project and stay in business.

As at January 31, 2010, the Company had current assets of $875,925, including cash resources of $667,765 and current liabilities of $163,644 providing the Company with working capital of $712,281, compared with working capital of $3,289,864 as of July 31, 2009.

We may not have enough money to complete our plan of operations. If it turns out that we have not or cannot raise enough money to complete our anticipated business development, we will try to raise additional funds from private placements or loans. At the present time, we are in the process of attempting to raise additional money through a private placement and there is no assurance that we will raise additional money in the future or that future financings will be available to us on acceptable terms. If we require additional money and are unable to raise it, we will have to suspend or cease operations.

On November 26, 2009, we entered into a Funding Equity Agreement (the “FEA”) with Excel Financial Services Inc. (“EFS”) whereby EFS was to act as the syndicator for us for funding of an initial amount of US$2,000,000, with an option to increase such funding up to US$10,000,000, on or before January 22, 2010, by way of us issuing a convertible debenture and/or share purchase warrants (the “Debenture”) to EFS. The Debenture, terms of which needed to be negotiated, was to be convertible into fully paid and non-assessable voting and equity shares of our common stock at prevailing market conditions and the discounted price of our shares at the time of conversion.

Since closing of the FEA did not occur on or before January 22, 2010, we entered into an Amendment Agreement with EFS, dated January 31, 2010 (the “Amendment Agreement”) whereby the parties agreed, among other terms and conditions, to amend the FEA such that closing of the agreement was to occur on or before February 23, 2010 and the good faith deposit of $100,000 paid by the Company to EFS was no longer to be refunded at closing.

Closing of the FEA did not occur on or before February 23, 2010, and we are continuing negotiations with EFS to attempt to reach a mutual agreement on the final documentation of the Debenture. We cannot provide any assurance that our efforts to reach a mutual agreement on the final documentation of the Debenture will be successful and the potential financing with EFS may not occur.

The foregoing description of the FEA does not purport to be complete and is qualified in its entirety by reference to the FEA, which was attached as Exhibit 10.1 to our Form 8-K filed on EDGAR on November 30, 2009, and which is incorporated herein by reference.

The foregoing description of the Amendment Agreement does not purport to be complete and is qualified in its entirety by reference to the Amendment Agreement, which was attached as Exhibit 10.2 to our amended Form 8-K filed on EDGAR on February 2, 2010, and which is incorporated herein by reference.

Results of Operation

We have not generated any revenues to date from our operations.

Three month period ended January 31, 2010

Stock-based compensation: Stock-based compensation expenses were $241,570 and nil for the three months ended January 31, 2010 and 2009, respectively as the Company provided incentive stock options to its directors, officers and consultants during the three month period ended January 31, 2010.

Management fees: Management expenses were $4,505 and nil for the three months ended January 31, 2010 and 2009, respectively. This increase was due to the increased activity in the Company during the three months ended January 31, 2010, relating to the new business of the Company.

Consulting fees: Consulting expenses were $388,896 and nil for the three months ended January 31, 2010 and 2009 respectively. This increase was due to the increased activity in the Company during the three months ended January 31, 2010, relating to the new business of the Company.

Salary: Salary expenses were $45,718 and nil for the three months ended January 31, 2010 and 2009 respectively. This increase was due to the increased activity in the Company during the three months ended January 31, 2010, relating to the new business of the Company.

Travel: Travel expenses were $35,623 and nil for the three months ended January 31, 2010 and 2009 respectively. This increase was due to the increased activity in the Company during the three months ended January 31, 2010, relating to the new business of the Company.

Professional fee: Professional expenses were $6,926 and $60,716 for the three months ended January 31, 2010 and 2009 respectively. This decrease was due to more of the professional services being handled by legal and accounting during the three months ended January 31, 2010 as compared to the three months ended January 31, 2009.

Office supplies and expenses: Office supplies and expenses were $57,316 and $3,037 for the three months ended January 31, 2010 and 2009 respectively. This increase was due to the increased activity in the Company during the three months ended January 31, 2010, relating to the new business of the Company.

Legal and accounting fees: Legal and accounting fees were $98,422 and nil for the three months ended January 31, 2010 and 2009, respectively. This increase was due to the increased activity of the Company during the three months ended January 31, 2010.

Depreciation: Depreciation was $563 and $675 for the three months ended January 31, 2010 and 2009, respectively.

Net Loss: Net loss was $895,931 and $64,428 for the three months ended January 31, 2010 and 2009, respectively. This increase in net loss of $831,503 resulted primarily from an increase in stock-based compensation expenses, legal and accounting fees, management fees, consulting fees, salary, travel expenses and office supplies and expenses of the Company during the three months ended January 31, 2010.

Six Month Period Ended January 31, 2010

Stock-based compensation: Stock-based compensation expenses were $483,140 and nil for the six months ended January 31, 2010 and 2009, respectively as the Company provided incentive stock options to its directors, officers and consultants during the six month period ended January 31, 2010.

Management fees: Management expenses were $24,523 and nil for the six months ended January 31, 2010 and 2009 respectively. This increase was due to the increased activity in the Company during the six months ended January 31, 2010, relating to the new business of the Company.

Consulting fees: Consulting expenses were $757,762 and nil for the six months ended January 31, 2010 and 2009 respectively. This increase was due to the increased activity in the Company during the six months ended January 31, 2010, relating to the new business of the Company.

Salary: Salary expenses were $111,724 and nil for the six months ended January 31, 2010 and 2009 respectively. This increase was due to the increased activity in the Company during the six months ended January 31, 2010, relating to the new business of the Company.

Travel: Travel expenses were $97,858 and nil for the six months ended January 31, 2010 and 2009 respectively. This increase was due to the increased activity in the Company during the six months ended January 31, 2010, relating to the new business of the Company.

Professional fee: Professional expenses were $35,621 and nil for the six months ended January 31, 2010 and 2009 respectively. This increase was due to the increased activity in the Company during the six months ended January 31, 2010, relating to the new business of the Company.

Office supplies and expenses: Office supplies and expenses were $110,106 and 3,501 for the six months ended January 31, 2010 and 2009 respectively. This increase was due to the increased activity in the Company during the six months ended January 31, 2010, relating to the new business of the Company.

Legal and accounting fees: Legal and accounting fees were $231,094 and $62,216 for the six months ended January 31, 2010 and 2009, respectively. This increase was due to the increased activity of the Company during the six months ended January 31, 2010.

Depreciation: Depreciation was $1,301 and $1,100 for the six months ended January 31, 2010 and 2009, respectively.

Net Loss: Net loss was $1,881,762 and $67,399 for the six months ended January 31, 2010 and 2009, respectively. This increase in net loss of $1,814,363 resulted primarily from an increase in stock-based compensation expenses, legal and accounting fees, management fees, consulting fees, salary, travel expenses, professional fees, and office supplies and expenses of the Company during the six months ended January 31, 2010.

Off-Balance Sheet Arrangements

We have no off-balance sheet arrangements.

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.

As a “smaller reporting company” (as defined by §229.10(f)(1)), we are not required to provide the information required by this Item.

ITEM 4T. CONTROLS AND PROCEDURES.

Evaluation of Disclosure Controls and Procedures

Our management is responsible for establishing and maintaining a system of disclosure controls and procedures (as defined in Rule 13a-15(e)) under the Exchange Act) that is designed to ensure that information required to be disclosed by the Company in the reports that we file or submit under the Exchange Act is recorded, processed, summarized and reported, within the time specified in the Commission's rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed by an issuer in the reports that it files or submits under the Exchange Act is accumulated and communicated to the issuer's management, including its principal executive officer or officers and principal financial officer or officers, or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure.

As required by Rule 13a-15 under the Securities Exchange Act of 1934, as of the end of the period covered by this report, we have carried out an evaluation of the effectiveness of the design and operation of our company’s disclosure controls and procedures. Under the direction of our Chief Executive Officer, we evaluated our disclosure controls and procedures and internal control over financial reporting and concluded that (i) there continue to be material weaknesses in the Company’s internal controls over financial reporting, that the weaknesses constitute a “deficiency” and that this deficiency could result in misstatements of the foregoing accounts and disclosures that could result in a material misstatement to the financial statements for the current period that would not be detected, and (ii) accordingly, our disclosure controls and procedures were not effective as of January 31, 2010.

Changes in Internal Controls Over Financial Reporting

There was no change in our internal controls over financial reporting that occurred during the period covered by this report, which has materially affected, or is reasonably likely to materially affect, our internal controls over financial reporting.

PART II - OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS

We are not a party to any pending legal proceeding. We are not aware of any pending legal proceeding to which any of our officers, directors, or any beneficial holders of 5% or more of our voting securities are adverse to us or have a material interest adverse to us.

ITEM 1A. RISK FACTORS

As a “smaller reporting company” (as defined by §229.10(f)(1)), we are not required to provide the information required by this Item.

ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

ITEM 3. DEFAULTS UPON SENIOR SECURITIES

None.

ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

No matters have been submitted to our security holders for a vote, through the solicitation of proxies or otherwise, during the quarterly period ended January 31, 2010.

ITEM 5. OTHER INFORMATION

On February 18, 2010, we issued 500,000 shares of our common stock to Fusion Capital LLC (“Fusion”) in accordance with the terms of an Investor Relations Agreement, dated January 26, 2010 entered into between us and Fusion. We believe that the issuance is exempt from registration under Regulation D and/or Section 4(2) of the Securities Act of 1933, as amended. In addition to the 500,000 shares of our common stock issued to Fusion, we are required to pay Fusion a monthly fee of $20,000 on the 1st of every month of the agreement in exchange for Fusion providing investor relations functions throughout the United States and other relevant locations. The term of the Investor Relations Agreement is for one year and may be terminated with 90 days written notice to the other party. A copy of the Investor Relations Agreement is attached as Exhibit 99.1 to the Form 10-Q that was filed with the SEC on March 18, 2010 and is incorporated herein by reference.

ITEM 6. EXHIBITS

(a) Exhibit List

31.1	Certificate pursuant to Rule 13a-14(a)
31.2	Certificate pursuant to Rule 13a-14(a)
32.1	Certificate pursuant to 18 U.S.C. §1350
32.2	Certificate pursuant to 18 U.S.C. §1350
99.1*	Investor Relations Agreement between TechMedia Advertising, Inc. and Fusion Capital LLC, dated January 26, 2010.

Notes:

(*)

Previously filed as Exhibit 99.1 to the Form 10-Q filed with the SEC on March 18, 2010 and incorporated herein by reference.

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 thereunto duly authorized.

	TECHMEDIA ADVERTISING, INC. (Registrant)
Date: February 17, 2011	By:/s/ Johnny Lian Tian Yong
	Johnny Lian Tian Yong
	President, CEO, Chairman and Director (Principal Executive Officer and Principal Financial Officer)

Qornerstone Inc. - FORM 10-Q/A - February 18, 2011

Attached files

Qornerstone Inc. Reports