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): September 12, 2011

                               IMAGINE MEDIA, LTD.
                               -------------------
             (Exact name of Registrant as specified in its charter)



     Delaware                       000-53316                  26-0731818
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(State or other jurisdiction   (Commission File No.)      (IRS Employer
of incorporation)                                          Identification No.)

                            7750 N. Union Blvd., #201
                           Colorado Springs, CO 80920
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          (Address of principal executive offices, including Zip Code)

       Registrant's telephone number, including area code: (719) 266-4554

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

Check 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-14(c) under the
   Exchange Act (17 CFR 240.13e-4(c))


Item 3.02   Unregistered Sales of Equity Securities.

     On September 12, 2011 the Company  issued 89,350 shares of its common stock
to its officers, directors and to a non-affiliate for services rendered.

     The 89,350 shares of common stock were not registered  under the Securities
Act of 1933 and are restricted securities. The Company relied upon the exemption
provided by Section 4(2) of the  Securities  Act of 1933 in connection  with the
issuance.

     The persons who acquired these securities were sophisticated  investors and
were provided full information  regarding the Company's business and operations.
There was no general  solicitation in connection with the offer or sale of these
securities.  The persons who acquired these  securities  acquired them for their
own accounts. Any certificates representing the shares of common stock will bear
a restricted  legend  providing  that they cannot be sold unless  pursuant to an
effective  registration   statement  or  an  exemption  from  registration.   No
commissions were paid in connection with the issuance.


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                                   SIGNATURES

     Pursuant to the  requirements  of the Securities  Exchange Act of 1934, the
registrant  has duly  caused  this  report  to be  signed  on its  behalf by the
undersigned hereunto duly authorized.


Date:  September 12, 2011.

                                 IMAGINE MEDIA, LTD.


                                 By: /s/ Gregory Bloom
                                     ----------------------------
                                     Gregory Bloom, President

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