UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (date of earliest event reported): September 12, 2011
IMAGINE MEDIA, LTD.
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(Exact name of Registrant as specified in its charter)
Delaware 000-53316 26-0731818
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(State or other jurisdiction (Commission File No.) (IRS Employer
of incorporation) Identification No.)
7750 N. Union Blvd., #201
Colorado Springs, CO 80920
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(Address of principal executive offices, including Zip Code)
Registrant's telephone number, including area code: (719) 266-4554
N/A
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(Former name or former address if changed since last report)
Check appropriate box below if the Form 8-K filing is intended to simultaneously
satisfy the filing obligation of the registrant under any of the following
provisions (see General Instruction A.2. below)
[ ] Written communications pursuant to Rule 425 under the Securities Act (17
CFR 230.425)
[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the
Exchange Act (17 CFR 240.14d-2(b))
[ ] Pre-commencement communications pursuant to Rule 13e-14(c) under the
Exchange Act (17 CFR 240.13e-4(c))
Item 3.02 Unregistered Sales of Equity Securities.
On September 12, 2011 the Company issued 89,350 shares of its common stock
to its officers, directors and to a non-affiliate for services rendered.
The 89,350 shares of common stock were not registered under the Securities
Act of 1933 and are restricted securities. The Company relied upon the exemption
provided by Section 4(2) of the Securities Act of 1933 in connection with the
issuance.
The persons who acquired these securities were sophisticated investors and
were provided full information regarding the Company's business and operations.
There was no general solicitation in connection with the offer or sale of these
securities. The persons who acquired these securities acquired them for their
own accounts. Any certificates representing the shares of common stock will bear
a restricted legend providing that they cannot be sold unless pursuant to an
effective registration statement or an exemption from registration. No
commissions were paid in connection with the issuance.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
Date: September 12, 2011.
IMAGINE MEDIA, LTD.
By: /s/ Gregory Bloom
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Gregory Bloom, President
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