8-K

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

Nevada	98-0540833
(State or other jurisdiction	(I.R.S. Employer
of incorporation)	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: 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):

¨ 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 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:

1. 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.

2. 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.

3. 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.

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

Exhibit No.	Description of Exhibit
10.1	Settlement of Debt Letter Agreement between Ternes Capital Ltd. and TechMedia Advertising, Inc., dated November 19, 2010.
10.2	Loan Agreement between TechMedia Advertising, Inc. and Johnny Lian Tian Yong, dated November 19, 2010.

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

TECHMEDIA ADVERTISING, INC.
By:	/s/ Johnny Lian Tian Yong
Name:	Johnny Lian Tian Yong
Title:	President and Director

EXHIBIT INDEX

Exhibit No.	Description of Exhibit	Page Number
10.1	Settlement of Debt Letter Agreement between Ternes Capital Ltd. and TechMedia Advertising, Inc., dated November 19, 2010.	6
10.2	Loan Agreement between TechMedia Advertising, Inc. and Johnny Lian Tian Yong, dated November 19, 2010.	7

EX-10.1

TERNES CAPITAL LTD.

P.O. BOX 957, OFFSHORE INCORPORATIONS CENTRE ROAD TOWN TORTOLA

BRITISH VIRGIN ISLANDS

November 15, 2010

TechMedia Advertising, Inc.

c/o 62 Upper Cross Street, #04-01

Singapore  058353

Attention: Mr. Johnny Lian, President and CEO

Dear Sir:

Re: Settlement of US$300,000 owing from TechMedia Advertising, Inc. to Ternes Capital Ltd.

Ternes Capital Ltd. (“Ternes”) hereby agrees to settle the US$300,000 loan that was provided by Ternes to TechMedia Advertising, Inc. (“TechMedia”) 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 US$300,000 from TechMedia to Ternes, or its nominee as instructed by Ternes, on or before November 30, 2010.

Details of Ternes’ joint nominees to whom the said payment of USD300,000.00 is to be made is annexed to this letter marked “TCL-1”.

If the foregoing is satisfactory, please indicate your agreement by executing a copy of this letter where indicated below and returning an originally signed copy to the undersigned on or before November 23, 2010.

We appreciate your prompt response and action in settling the above matter.

Yours truly,

TERNES CAPITAL LTD.

Per:

/s/ Ratner Vellu

Authorized Signatory

The above terms and conditions are acknowledged and agreed to this 19th day of November, 2010.

TECHMEDIA ADVERTISING, INC.

Per:

/s/ Johnny Lian

Johnny Lian, President and CEO

EX-10.2

THIS LOAN AGREEMENT (the “Agreement’) is dated November 19, 2010, but having an effective date of November 15, 2010.

BETWEEN:

TECHMEDIA ADVERTISING, INC., a company incorporated under the laws of the State of Nevada and having an address for notice and delivery located at c/o 62 Upper Cross Street, #04-01, Singapore  058353

(the “Company”)

OF THE FIRST PART

AND:

JOHNNY LIAN TIAN YONG, an individual having an address for notice and delivery located Blk 84 Jalan Daud #06-01 Windy Heights Singapore 419593

(the “Lender”)

OF THE SECOND PART

WHEREAS:

A.           The Lender, which is currently an officer, director and a shareholder of the Company, has agreed to loan to the Company the principal amount of US Three Hundred Thousand Dollars (US$300,000) on the terms and conditions set forth in this Agreement for the purposes of financing the Company with such funds being used for the settlement arrangement between the Company and Ternes Capital Ltd. (“Ternes”)

B.           The Company wishes to accept the loan from the Lender in order to satisfy the settlement arrangement with Ternes that was entered into on November 19, 2010, whereby Ternes has agreed to settle the US$300,000 loan that it provided to the Company back on July 29, 2010, without any interest if the Company pays the US$300,000 to Ternes on or before November 30, 2010;

NOW THEREFORE THIS AGREEMENT WITNESSES that in consideration of the premises and the mutual agreements and covenants herein contained (the receipt and adequacy of such consideration is hereby mutually admitted by each party), the parties hereby agree as follows:

1. Loan.  The Lender hereby agrees to loan to the Company, and on the terms and conditions contained herein, the principal sum of US THREE HUNDRED THOUSAND dollars (US$300,000) (the “Loan”) by delivering US$300,000 by way of a bank draft to the Company or by wire transferring such funds to the Company’s bank account at HSBC in Singapore.

2. Interest Rate.  The Loan will not bear any interest.

3. Repayment of the Loan.  The Loan will be due and payable six months from the date of this Agreement.

4. Representations and Warranties of the Company.  To induce the Lender to agree to make the Loan, the Company represents and warrants to the Lender that:

(a) The Company is a company duly incorporated and validly subsisting under the laws of the State of Nevada, has all requisite corporate capacity, power, and authority to own its assets; to carry on its business as now conducted or as proposed to be conducted; and to enter into and to carry out the transactions contemplated by this Agreement;

(b) The Company is not a party to any agreement or instrument or subject to any corporate restrictions which would restrict the ability of the Company to perform its obligations under this Agreement; and

(c) The Company has taken or caused to be taken all necessary action, corporate or otherwise, to authorize, and has duly executed and delivered this Agreement.

5. Assignment.  This Agreement may not be assigned by either party hereto except with the prior written consent of the other party.

6. Enurement.  This Agreement will enure to the benefit of and be binding upon the parties and their respective successors and permitted assigns.

7. Entire Agreement.  This Agreement, together with any other writing signed by the parties expressly stated to be supplementary hereto, constitutes the entire Agreement between the parties and supersedes all prior understandings and writings to which the Lender and the Company are parties.

8. Governing Law and Jurisdiction.  This Agreement shall be deemed to be governed by and construed in accordance with the laws of Singapore.  For the purposes of any legal actions or proceedings brought by the Lender in respect to this Agreement, the parties hereby irrevocably submit to the exclusive jurisdiction of the courts of Singapore and acknowledge their competence and the convenience and propriety of the venue and agree to be bound by any judgment thereof and not to seek, and hereby waive, any review of its merits by the courts of any other jurisdiction.

9. Conflicts.  The Lender hereby acknowledges that Lunny MacInnes Dawson Shannon Law Corporation acts solely for the Company in connection herewith and the preparation of this Agreement and that the Company and Lunny MacInnes Dawson Shannon Law Corporation have requested that the Lender seek and obtain independent legal advice in connection with the review and execution of this Agreement.

10. Further Assurances.  The parties will from time to time after the execution of this Agreement make, do, execute or cause or permit to be made, done or executed, all such further and other acts, deeds, things, devices and assurances in law whatsoever as may be required to carry out the true intention and to give full force and effect to this Agreement.

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11. Currency.  All payments required to be made pursuant to the provisions of this Agreement and all money amount references contained herein are in lawful currency of the United States of America.

12. Severability.  If any term of this Agreement is partially or wholly invalid or unenforceable, the remainder of this Agreement will not be affected and each remaining term will be separately valid and enforceable.

13. Interpretation.  In this Agreement, using separate parts and inserting headings are for convenient reference only and will in no way define, limit, construe or describe the scope or intent of this Agreement nor in any way affect this Agreement.

14. Rights of Third Parties.  A person who is not a party to this Agreement has no rights under the Contracts (Rights of Third Parties) Act, Chapter 53B of Singapore to enforce any term of this Agreement.

15. Counterparts.  This Agreement may be executed by the parties in as many counterparts as may be necessary, and via facsimile if necessary, each of which so signed shall be deemed to be an original and all of which taken together shall be deemed to constitute one and the same instrument, and, notwithstanding the date of execution, being deemed to bear the execution date as set forth on the front page of this Agreement.

IN WITNESS WHEREOF the parties hereto have hereunto executed this Agreement as of the day and year first above written.

TECHMEDIA ADVERTISING, INC.

The Company herein

per:

/s/ William Goh Han Tiang
Authorized Signatory	/s/ Johnny Lian
	JOHNNY LIAN TIAN YONG
William Goh Han Tiang, Director	The Lender herein
(print name and title)

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