Infosearch Media, Inc. - Current report filing (8-K)
12 Juni 2008 - 10:47PM
Edgar (US Regulatory)
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): June 6, 2008
INFOSEARCH
MEDIA, INC.
(Exact
name of registrant as specified in its charter)
|
Delaware
|
333-97385
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90-0002618
|
|
(State
or other jurisdiction
Of
incorporation)
|
(Commission
File Number)
|
(IRS
Employer
Identification
No.)
|
|
4086
Del Rey Avenue
Marina
del Rey, CA
(Address
of principal executive offices)
|
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90292
(Zip
Code)
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Registrant’s
telephone number, including area code: (310) 437-7380
(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):
o
Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
o
Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
o
Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
o
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
June
6, 2008, InfoSearch Media, Inc., a Delaware corporation (the “Company” or
“Registrant”) entered into a Subscription Agreement with certain existing
shareholders whereby they purchased Twenty Three Million (23,000,000) shares
of
common stock of Registrant for total cash consideration of Two Hundred and
Thirty Thousand Dollars ($230,000).
The
definitive agreements are filed as an exhibit to this Current Report on Form
8-K
(the "Current Report").
Item
5.02 Departure of Directors or Principal Officers; Election of Directors;
Appointment of Principal Officers; Compensatory Arrangements of Certain
Officers.
(1)
Resignation of Scott Brogi and David Warthen as Directors.
The
Board
of Directors accepted the resignations of Scott Brogi and David Warthen as
Directors effective as of June 12, 2008, both were members of the Board of
Directors. This was
not
as a
result of any disagreement with the management of InfoSearch Media
.
Item
5.02(d) Election of New Directors
(1)
Election of Robert Ellin to the Board of Directors.
On
June
12, 2008, after performing the due diligence that the members of the Board
of
Directors determined, in their reasonable business judgment, was appropriate
under the circumstances, the Board of Directors, elected Robert Ellin as a
Director effective as of June 12, 2008.
Family
Relationships: There are no family relationships between Mr. Ellin and any
of
the other executive officers or directors of the Registrant.
Related
Party Transactions: During the past two years, the Registrant has not been
a
party to any transactions, or proposed transactions, in an amount greater than
$60,000 which Mr. Ellin has, or had, a material interest.
(2)
Election of Bruce Galloway to the Board of Directors.
On
June
12, 2008, after performing the due diligence that the members of the Board
of
Directors determined, in their reasonable business judgment, was appropriate
under the circumstances, the Board of Directors, elected Bruce Galloway as
a
Director effective as of June 12, 2008.
Family
Relationships: There are no family relationships between Mr. Galloway and any
of
the other executive officers or directors of the Registrant.
Related
Party Transactions: During the past two years, the Registrant has not been
a
party to any transactions, or proposed transactions, in an amount greater than
$60,000 which Mr. Galloway has, or had, a material interest.
Item
9.01 Financial Statements and Exhibits.
Item
9.01(c) Exhibits
The
following exhibit(s) are furnished in accordance with the provisions of Item
601
of Regulation S-B:
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Exhibit
No.
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Description
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10.1
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Subscription
Agreement dated as of June 6, 2008, between InfoSearch Media, Inc.
and
Trinad Master Capital Fund Ltd.
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10.2
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Subscription
Agreement dated as of June 6, 2008, between InfoSearch Media, Inc.
and
Goldman Capital Management.
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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.
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INFOSEARCH
MEDIA, INC.
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Date: June
12, 2008
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By:
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/s/ Scott
Brogi
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Name:
Scott Brogi
Title: Chief
Financial Officer
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|
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