Attached files
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EX-10.2 - Qornerstone Inc. | v173086_ex10-2.htm |
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
8-K/A-1
CURRENT
REPORT
Pursuant
to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date
of Report (Date of earliest event reported): November 26, 2009
TECHMEDIA
ADVERTISING, INC.
(Exact
name of registrant as specified in its charter)
Commission
File Number 000-52945
Nevada
|
98-0540833
|
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(State
or other jurisdiction
of
incorporation)
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(I.R.S.
Employer
Identification
No.)
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c/o
62 Upper Cross Street, #04-01
Singapore 058353
(Address
of principal executive offices, including Zip Code)
Registrant’s
telephone number, including area code: 011-65-65323001
Not
Applicable
(Former
name or former address, if changed since last report)
Check the
appropriate box below if the Form 8-K filing is intended to simultaneously
satisfy the filing obligation of the registrant under any of the following
provisions (see General Instruction A.2. below):
¨
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Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
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¨
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
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¨
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Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17
CFR 240.14d-2(b))
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¨
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Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17
CFR 240.13e-4(c))
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ITEM
1.01. ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT
As
previously disclosed in TechMedia Advertising, Inc.’s (the “Company”) Form 8-K
filed on EDGAR on November 30, 2009, the Company entered into a Funding Equity
Agreement (the “FEA”) with Excel Financial Services Inc. (“EFS”), dated November
26, 2009, whereby EFS will act as the syndicator for the Company for funding of
an initial amount of US$2,000,000, with an option to increase such funding up to
US$10,000,000, by way of the Company issuing a convertible debenture and/or
share purchase warrants (the “Debenture”) according to the terms and conditions
of the FEA.
Closing
of the FEA was to occur on or before January 22, 2010 (the “Closing
Date”). In the event that the parties failed to mutually agree in
good faith on the final documentation of the Debenture by January 22, 2010, the
FEA was to automatically terminate without notice or penalty (except for the
survival of certain specified terms).
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 the Company’s Form 8-K filed on EDGAR on November 30, 2009, and which is
incorporated herein by reference.
Since the
closing of the FEA did not occur on January 22, 2010, the Company and EFS have
entered into an Amendment Agreement, dated January 31, 2010 (the “Amendment
Agreement”) whereby the parties have agreed to amend the FEA as
follows:
(i)
|
the
Closing Date was amended to February 23, 2010, from January 22,
2010;
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(ii)
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the
date by which the parties are to reach mutual agreement on the final
documentation of the Debenture was amended to February 23,
2010;
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(iii)
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the
good faith deposit of US$100,000 to be paid by the Company to EFS will no
longer be refundable and therefore will not be refunded to the Company on
Closing; and
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(iv)
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the
words “the deposit shall be refunded by the Syndicator to the company at
closing” are deleted.
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Other
than the foregoing, the terms and conditions of the FEA remain in full force and
effect.
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
is attached hereto as Exhibit 10.2, and which is incorporated herein by
reference.
ITEM
9.01. FINANCIAL STATEMENTS AND EXHIBITS.
(d)
Exhibits
Exhibit
No.
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Description
of Exhibit
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10.1(1)
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Funding
Equity Agreement between TechMedia Advertising, Inc. and Equity Financial
Services Inc., entered into by the Company on November 26,
2009.
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10.2
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Amendment
Agreement between TechMedia Advertising, Inc. and Equity Financial
Services Inc., dated January 31,
2010.
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Notes:
(1) Previously
filed as Exhibit 10.1 to the Company’s Form 8-K filed on EDGAR on November 30,
2009.
SIGNATURES
Pursuant
to the requirements of the Securities Exchange Act of 1934, the Company has duly
caused this report to be signed on its behalf by the undersigned thereunto duly
authorized.
TECHMEDIA
ADVERTISING, INC.
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By:
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/s/ William Goh | |
Name: William Goh | |||
Title: Treasurer and Director | |||
Date:
February 3, 2010
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