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TRLI > SEC Filings for TRLI > Form 8-K on 27-Nov-2013All Recent SEC Filings

Show all filings for TRULI MEDIA GROUP, INC.

Form 8-K for TRULI MEDIA GROUP, INC.


27-Nov-2013

Creation of a Direct Financial Obligation or an Obligation under an Off-B


Item 2.03 Creation of a Direct Financial Obligation or an Obligation Under an Off-Balance Sheet Arrangement of a Registrant

On November 13, 2013, the Company issued an 8% convertible promissory note in the aggregate principal amount of $42,500 to an accredited investor. The note has a maturity date of July 5, 2014. The note is convertible into shares of its common stock at a conversion price of 55% of the average of the three (3) lowest per share market values during the ten (10) trading days immediately preceding a conversion date.

The securities sold in the private placement were not registered under the Securities Act of 1933, as amended (the "Securities Act"), or the securities laws of any state, and were offered and sold in reliance on the exemption from registration afforded by Section 4(2) under the Securities Act and Regulation D promulgated thereunder and corresponding provisions of state securities laws, which exempt transactions by an issuer not involving any public offering. The Investor is an "accredited investor" as such term is defined in Regulation D promulgated under the Securities Act. This current report shall not constitute an offer to sell or the solicitation of an offer to buy, nor shall such securities be offered or sold in the United States absent registration or an applicable exemption from the registration requirements and certificates evidencing such shares contain a legend stating the same.

The foregoing information is a summary of the agreements involved in the transaction described above, is not complete, and is qualified in its entirety by reference to the full text of such agreements, copies of which are attached as exhibits to this Current Report on Form 8-K. Readers should review such agreements for a complete understanding of the terms and conditions associated with this transaction.



Item 9.01. Financial Statements and Exhibits.

(d) Exhibits. The following exhibits are filed with this report:

Exhibit No.    Description of Exhibit
4.1            Convertible Promissory Note, dated November 13, 2013, in the aggregate
               principal amount of $42,500
99.1           Securities Purchase Agreement dated November 13, 2013 by and between Truli
               Media Group, Inc. and Asher Enterprises, Inc. a Delaware corporation.


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