Attached files
| file | filename |
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| EX-10.2 - Qornerstone Inc. | v205590_ex10-2.htm |
| EX-10.1 - Qornerstone Inc. | v205590_ex10-1.htm |
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
8-K
CURRENT
REPORT
Pursuant
to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date
of Report (Date of earliest event reported): November 19, 2010
TECHMEDIA
ADVERTISING, INC.
(Exact
name of registrant as specified in its charter)
Commission
File Number 000-52945
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Nevada
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98-0540833
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(State
or other jurisdiction
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(I.R.S.
Employer
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of
incorporation)
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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
N/A
(Former
name or former address, if changed since last report)
Check the
appropriate box below if the Form 8-K filing is intended to simultaneously
satisfy the filing obligation of the registrant under any of the following
provisions (see General Instruction A.2. below):
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¨
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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.
On
November 19, 2010, TechMedia Advertising, Inc. (the “Company”) entered into a
settlement of debt letter agreement (the “Settlement Agreement”) with Ternes
Capital Ltd. (“Ternes”), an affiliate and shareholder of the Company, whereby
Ternes has agreed to settle the $300,000 loan that was provided by Ternes to the
Company in accordance with the Amended Loan Agreement entered into between the
parties on August 4, 2010 with an effective date of July 29, 2010 (the “Loan”),
without the payment of any interest on such Loan in exchange for the payment of
$300,000 from the Company to Ternes, or its nominee as instructed by Ternes, on
or before November 30, 2010.
The
foregoing description of the Settlement Agreement does not purport to be
complete and is qualified in its entirety by reference to the Settlement
Agreement, which is attached hereto as Exhibit 10.1, and which is incorporated
herein by reference.
On
November 19, 2010, the Company entered into a loan agreement (the “Loan
Agreement”), having an effective date of November 15, 2010, with Johnny Lian
Tian Yong (“Lian”), an affiliate and shareholder of the Company, whereby Lian
has agreed to lend the Company the principal sum of three hundred thousand
($300,000) dollars (the “Loan”) for a period of six (6) months from the date of
execution of the Loan Agreement, which Loan will be non-interest bearing, and
which funds are to be used for the Settlement Agreement between the Company and
Ternes.
The
foregoing description of the Loan Agreement does not purport to be complete and
is qualified in its entirety by reference to the Loan Agreement, which is
attached hereto as Exhibit 10.2, and which is incorporated herein by
reference.
Item
4.02 Non-Reliance on Previously Issued Financial Statements or a Related Audit
Report or Completed Interim Review
On
December 10, 2010, our board of directors concluded that the Company’s unaudited
consolidated interim financial statements for the periods ended October 31,
2009, January 31, 2010 and April 30, 2010 (the “Financial Statements”) should be
restated as a result of material misstatements in the Financial Statements. The
determination to restate the Financial Statements was made in connection with
management’s assessment of accounting errors it discovered in connection with
the preparation of our audited consolidated financial statements for the period
ended July 31, 2010. The errors and consequent restatement described below
involve non-cash accounting entries relating to stock-based compensation issued
to certain employees and non-employees. Our assessment of the identified
accounting errors will result in the following adjustments to the previously
reported periods:
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1.
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During
the three-month period ended October 31, 2009, the Company recorded
stock-based compensation relating to stock options issued to employees and
non-employees at a value of $2.22 per common share 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 overstated expense of
$343,022 during this period. As a result of the restatement, the stock
based compensation expense on the consolidated statement of operations and
comprehensive loss will decrease by $343,022, which will correspondingly
result in a decrease in the loss for the period of the same
amount.
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2.
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During
the six-month period ended January 31, 2010, the Company recorded
stock-based compensation relating to stock options issued to employees and
non-employees at a value of $2.22 per common share 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 overstated expense of
$686,044 during this period. As a result of the restatement, the stock
based compensation expense on the consolidated statement of operations and
comprehensive loss will decrease by $686,044, which will correspondingly
result in a decrease in the loss for the period of the same
amount.
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3.
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During
the nine-month period ended April 30, 2010, the Company recorded
stock-based compensation relating to stock options issued to employees and
non-employees at a value of $2.22 per common share 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 overstated expense of
$1,351,938 during this period. As a result of the restatement, the stock
based compensation expense on the consolidated statement of operations and
comprehensive loss will decrease by $1,351,938, which will correspondingly
result in a decrease in the loss for the period of the same
amount.
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Consequently,
we intend to amend the Financial Statements for the relevant periods to reflect
the correct amount booked for stock compensation and intend to amend the
relevant balance sheets, statements of operations and statements of cash flows
accordingly to correctly present these revised calculations. We intend to file
these amendments as an amendment to the periodic reports on Form 10-Q as
originally filed on December 15, 2009, March 18, 2010 and June 14,
2010.
Our
management has discussed the matters described in this Item 4.02 with members of
our board of directors and our independent registered public accounting firm,
Rothstein Kass.
Item
9.01. Financial Statements and Exhibits.
(d)
Exhibits
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Exhibit No.
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Description of Exhibit
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10.1
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Settlement
of Debt Letter Agreement between Ternes Capital Ltd. and TechMedia
Advertising, Inc., dated November 19, 2010.
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10.2
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Loan
Agreement between TechMedia Advertising, Inc. and Johnny Lian Tian Yong,
dated November 19,
2010.
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SIGNATURES
Pursuant
to the requirements of the Securities Exchange Act of 1934, the Company has duly
caused this report to be signed on its behalf by the undersigned thereunto duly
authorized.
Date:
December 14, 2010
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TECHMEDIA
ADVERTISING, INC.
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By:
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/s/
Johnny Lian Tian Yong
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Name:
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Johnny
Lian Tian Yong
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Title:
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President
and Director
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EXHIBIT
INDEX
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Exhibit No.
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Description of Exhibit
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Page Number
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10.1
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Settlement
of Debt Letter Agreement between Ternes Capital Ltd. and TechMedia
Advertising, Inc., dated November 19, 2010.
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6
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10.2
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Loan
Agreement between TechMedia Advertising, Inc. and Johnny Lian Tian Yong,
dated November 19, 2010.
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7
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