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EX-99.1 - TechMedia Advertising, Inc.v218304_ex99-1.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): April 12, 2011 (April 5, 2011)
 

 
TECHMEDIA ADVERTISING, INC.
(Exact name of registrant as specified in its charter)
 

 
Commission File Number 000-52945
 
Nevada
 
98-0540833
(State or other jurisdiction of incorporation)
 
(I.R.S. Employer Identification No.)

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

Registrant’s telephone number, including area code:  100-65-65323001

N/A
(Former name or former address, if changed since last report)
 

 
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
 
¨
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
 
¨
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
 
¨
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
 
¨
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
 


 
 
 
 

ITEM 3.02. UNREGISTERED SALES OF EQUITY SECURITIES

On April 5, 2011, we issued 315,000 shares of our common stock to six individuals due to the closing of our private placement at $1.00 per share for total gross proceeds of $315,000.  We believe that the issuances are exempt from registration under Regulation S promulgated under the Securities Act of 1933, as amended, as the securities were issued to the individuals through offshore transactions which were negotiated and consummated outside of the United States.

In relation to the closing of the $1.00 per share offering, we have paid or will be paying a finder’s fee to an entity in Singapore in the amount of $31,500.

The proceeds from the above transactions have been or will be used for general corporate purposes.


ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS

(d) 
Exhibits

 
Exhibit No.
Description of Exhibit

 
99.1 
Form of Subscription Agreement

 
 

 
 
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: April 12, 2011
   
     
 
TECHMEDIA ADVERTISING, INC.
 
     
       
 
By:
/s/ Johnny Lian  
 
Name:
Johnny Lian
 
 
Title:
President and Director
 
 
 
 

 
 
EXHIBIT INDEX
 
Exhibit No.
 
Description of Exhibit
 
Page Number
99.1
 
Form of Subscription Agreement
 
5