UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON,
DC 20549
SCHEDULE
13D
INFORMATION
TO BE INCLUDED IN STATEMENTS FILED
PURSUANT
TO RULE 13d-1(a) AND
AMENDMENTS
THERETO FILED PURSUANT TO RULE 13d-2(a)
(AMENDMENT
NO. 3)(1)
InfoSearch
Media, Inc.
(Name
of
Issuer)
Common
Stock, $0.001 par value per share
(Title
of
Class of Securities)
45677V108
(CUSIP
Number)
Jay
A.
Wolf
c/o
Trinad Capital Master Fund, Ltd.
2121
Avenue of the Stars, Suite 2550
Los
Angeles, California 90067
(310)
601-2500
(Name,
Address and Telephone Number of Person Authorized to
Receive
Notices and Communications)
June
6,
2008
(Date
of
Event Which Requires Filing of this Statement)
If
the
filing person has previously filed a statement on Schedule 13G to report the
acquisition that is the subject of this Schedule 13D, and is filing this
schedule because of §§ 240.13d-1(e), 240.13(d)-1(f) or 240.13(d)-1(g), check the
following box.
x
Note
.
Schedules filed in paper format shall include a signed original and five copies
of the schedule, including all exhibits. See § 240.13d-7 for other parties to
whom copies are to be sent.
(1)
The
remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities,
and
for any subsequent amendment containing information which would alter the
disclosures provided in a prior cover page.
The
information required on the remainder of this cover page shall not be deemed
to
be "filed" for the purpose of Section 18 of the Securities Exchange Act of
1934
(“Act”) or otherwise subject to the liabilities of that section of the Act but
shall be subject to all other provisions of the Act (however, see the
Notes).
CUSIP
No.
45677V108
|
1
|
NAME
OF REPORTING PERSON
I.R.S.
IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
Trinad
Capital Master Fund, Ltd.
|
|
2
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP
*
(a)
(b)
X
(joint filers)
|
|
3
|
SEC
USE ONLY
|
|
4
|
SOURCE
OF FUNDS
WC
|
|
5
|
CHECK
IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d)
or
2(e)
o
|
|
6
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
Cayman
Islands
|
|
NUMBER
OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7
|
SOLE
VOTING POWER
|
|
8
|
SHARED
VOTING POWER
33,435,082
|
|
9
|
SOLE
DISPOSITIVE POWER
|
|
10
|
SHARED
DISPOSITIVE POWER
33,435,082
|
|
11
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
33,435,082
|
|
12
|
CHECK
IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
|
13
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
63.69%
|
|
14
|
TYPE
OF REPORTING PERSON
CO
|
CUSIP
No.
45677V108
|
1
|
NAME
OF REPORTING PERSON
I.R.S.
IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
Trinad
Management, LLC
|
|
2
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP
*
(a)
(b)
X
(joint filers)
|
|
3
|
SEC
USE ONLY
|
|
4
|
SOURCE
OF FUNDS
AF
|
|
5
|
CHECK
IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d)
or
2(e)
|
|
6
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
Delaware
|
|
NUMBER
OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7
|
SOLE
VOTING POWER
|
|
8
|
SHARED
VOTING POWER
33,435,082
|
|
9
|
SOLE
DISPOSITIVE POWER
|
|
10
|
SHARED
DISPOSITIVE POWER
33,435,082
|
|
11
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
33,435,082
|
|
12
|
CHECK
IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
|
13
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
63.69%
|
|
14
|
TYPE
OF REPORTING PERSON
IA
|
CUSIP
No.
45677V108
|
1
|
NAME
OF REPORTING PERSON
I.R.S.
IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
Trinad
Capital LP
|
|
2
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a)
(b)
X
(joint filers)
|
|
3
|
SEC
USE ONLY
|
|
4
|
SOURCE
OF FUNDS
AF
|
|
5
|
CHECK
IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d)
or
2(e)
o
|
|
6
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
Delaware
|
|
NUMBER
OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7
|
SOLE
VOTING POWER
|
|
8
|
SHARED
VOTING POWER
27,416,767
|
|
9
|
SOLE
DISPOSITIVE POWER
|
|
10
|
SHARED
DISPOSITIVE POWER
27,416,767
|
|
11
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
27,416,767
|
|
12
|
CHECK
IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
|
13
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
52.23%
|
|
14
|
TYPE
OF REPORTING PERSON
PN
|
CUSIP
No.
45677V108
|
1
|
NAME
OF REPORTING PERSON
I.R.S.
IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
Trinad
Advisors II, LLC
|
|
2
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP
*
(a)
(b)
X
(joint
filers)
|
|
3
|
SEC
USE ONLY
|
|
4
|
SOURCE
OF FUNDS
AF
|
|
5
|
CHECK
IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d)
or
2(e)
|
|
6
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
Delaware
|
|
NUMBER
OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7
|
SOLE
VOTING POWER
|
|
8
|
SHARED
VOTING POWER
27,416,767
|
|
9
|
SOLE
DISPOSITIVE POWER
|
|
10
|
SHARED
DISPOSITIVE POWER
27,416,767
|
|
11
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
27,416,767
|
|
12
|
CHECK
IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
|
13
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
52.23%
|
|
14
|
TYPE
OF REPORTING PERSON
OO
|
CUSIP
No.
45677V108
|
1
|
NAME
OF REPORTING PERSON
I.R.S.
IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
Robert
S. Ellin
|
|
2
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP
*
(a)
(b)
X
(joint filers)
|
|
3
|
SEC
USE ONLY
|
|
4
|
SOURCE
OF FUNDS
AF
|
|
5
|
CHECK
IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d)
or
2(e)
|
|
6
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
United
States
|
|
NUMBER
OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7
|
SOLE
VOTING POWER
|
|
8
|
SHARED
VOTING POWER
33,435,082
|
|
9
|
SOLE
DISPOSITIVE POWER
|
|
10
|
SHARED
DISPOSITIVE POWER
33,435,082
|
|
11
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
33,435,082
|
|
12
|
CHECK
IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
|
13
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
63.69%
|
|
14
|
TYPE
OF REPORTING PERSON
IN
|
CUSIP
No.
45677V108
|
1
|
NAME
OF REPORTING PERSON
I.R.S.
IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
Jay
A. Wolf
|
|
2
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP
*
(a)
(b)
X
(joint filers)
|
|
3
|
SEC
USE ONLY
|
|
4
|
SOURCE
OF FUNDS
AF
|
|
5
|
CHECK
IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d)
or
2(e)
|
|
6
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
United
States
|
|
NUMBER
OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7
|
SOLE
VOTING POWER
|
|
8
|
SHARED
VOTING POWER
33,435,082
|
|
9
|
SOLE
DISPOSITIVE POWER
|
|
10
|
SHARED
DISPOSITIVE POWER
33,435,082
|
|
11
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
33,435,082
|
|
12
|
CHECK
IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
|
13
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
63.69%
|
|
14
|
TYPE
OF REPORTING PERSON
IN
|
Introductory
Statement
This
constitutes Amendment No. 3 ("Amendment") to the Statement on Schedule 13D,
filed on May 4, 2007, as amended by Amendment No. 1 filed on October 26,
2007 and Amendment No. 2 filed on February 4, 2008 (collectively the “Schedule
13D”).
Except
as
otherwise described in this Amendment, the information contained in the Schedule
13D, remains in effect, and all capitalized terms not otherwise defined herein
shall have the meanings previously ascribed to them in Schedule 13D. Information
given in response to each item in the Schedule 13D, shall be deemed incorporated
by reference in all other items.
Item
3 is
hereby supplemented with the following:
Item
3. Source and Amount of Funds or Other Consideration.
Since
the
date of the filing of Amendment No. 2 to Statement on Schedule 13D, the Master
Fund used $203,535.13 (including commissions) of its working capital to purchase
an aggregate of 20,046,300 shares of Common Stock.
Item
4 is
hereby supplemented with the following:
Item
4. Purpose of Transaction.
This
Amendment is being filed to report the acquisition of additional Common
Stock.
Item
5 is
hereby amended in its entirety as follows:
Item
5. Interest in Securities of the Issuer.
(a)
Unless
otherwise indicated, as of the date hereof,
Trinad
Capital Master Fund, Ltd. is the beneficial owner
of
33,435,082
shares
of
the Common Stock, representing approximately 63.69% of the Common Stock of
the
Issuer.
Trinad
Management, LLC (as the manager of the Trinad Capital Master Fund, Ltd. and
Trinad Capital LP); Robert S. Ellin, the managing director of and portfolio
manager for Trinad Management, LLC and the managing director of Trinad Advisors
II LLC; and Jay A. Wolf a managing director of and portfolio manager for Trinad
Management, LLC may be deemed to have direct or indirect beneficial ownership
of
33,435,082 shares of the Common Stock held by Trinad Capital Master Fund, Ltd.
representing approximately 63.69% of the Common Stock of the
Issuer.
Trinad
Capital LP (as the owner of 82% of the shares of Trinad Capital Master Fund,
Ltd.
a
s
of
December 31, 2007) and Trinad Advisors II, LLC (as the general partner of
Trinad
Capital LP),
may
each
be deemed to be the beneficial owners of 82% of the 33,435,082 shares of the
Common Stock held by Trinad Capital Master Fund, Ltd., representing 27,416,767
shares or
52.23%
of
the Common Stock of the Issuer.
Each
of
Trinad
Management, LLC
and
Trinad
Advisors II
,
LLC
disclaim beneficial ownership of the shares of Common Stock directly and
beneficially owned by
Trinad
Capital Master Fund, Ltd.
Each
of
Robert S. Ellin and Jay A. Wolf disclaims beneficial ownership of the shares
of
Common Stock directly beneficially owned by
Trinad
Capital Master Fund, Ltd. except to the extent of their respective pecuniary
interests therein.
The
percentages used herein are calculated based on the
52,871,973
shares
of
Common Stock reported by the Issuer to be issued and outstanding as of May
20,
2008, in the Issuer’s Form 10QSB for the period ended March 31, 2008, as filed
with the Securities and Exchange Commission on May 20, 2008.
(b)
Trinad
Management, LLC, Robert S. Ellin and Jay A. Wolf have shared power to vote
or to
direct the vote and have shared power to dispose or to direct the disposition
of
the Common Stock
it
or he
may be deemed to own beneficially
.
(c)
Set
forth below are the acquisitions made by Trinad Capital Master Fund, Ltd. in
the
last 60 days.
|
Date
of Acquisition
|
Number
of
Shares
Acquired
|
Price
per Share
(including
fees
and
commissions)
|
|
6/6/2008
|
20,000,000*
|
$0.01
|
|
4/29/2008
|
6,000**
|
$0.06
|
*
Shares
were purchased directly from the issuer in a private placement.
**
Shares
were purchased on the open market through a broker.
(d)
Not
applicable.
(e)
Not
applicable.
Item
6
is
hereby
amended in its entirety as follows:
Item
6. Contracts, Arrangements, Understandings or Relationships With Respect to
Securities of the Issuer.
Pursuant
to the Subscription Agreement, dated as of June 6, 2008, a copy of which is
attached hereto as Exhibit B and incorporated herein by reference (the
“Subscription Agreement”), between the Master Fund and the Issuer, the Master
Fund purchased from the Issuer, in a private placement (the “Offering”) on June
6, 2008, 20,000,000 shares of Common Stock at a price of $0.01 per share for
an
aggregate purchase price of $200,000. The Issuer has delivered to the Master
Fund a registration rights agreement granting the Master Fund customary demand
and piggy-back registration rights given to investors in offerings equivalent
to
the Offering.
Item
7. Material to be Filed as Exhibits.
The
following exhibit is filed as part of this 13D:
Exhibit
A
Joint
Filing Agreement, dated as of June 18, 2008.
Exhibit
B
Subscription
Agreement
SIGNATURE
After
reasonable inquiry and to the best of my knowledge and belief, I certify that
the information set forth in this statement is true, complete and
correct.
|
TRINAD
CAPITAL MASTER FUND, LTD.
a
Cayman Islands exempted company
|
TRINAD
MANAGEMENT, LLC
a
Delaware limited liability company
|
|
|
|
|
|
|
|
|
|
|
|
|
|
By:
/s/
Robert S. Ellin
|
By:
/s/
Robert S. Ellin
|
|
Robert
S. Ellin, Director
|
Robert
S. Ellin, Managing Member
|
|
|
|
|
Date:
June 18, 2008
|
Date:
June 18, 2008
|
|
|
|
|
TRINAD
CAPITAL LP
a
Delaware limited partnership
|
|
|
|
|
|
By:
TRINAD ADVISORS II, LLC
a
Delaware limited liability company
As
its General Partner
|
TRINAD
ADVISORS II, LLC
a
Delaware limited liability company
|
|
|
|
|
|
|
|
|
|
|
By:
/s/
Robert S. Ellin
|
By:
/s/
Robert S. Ellin
|
|
Robert
S. Ellin, Managing Member
|
Robert
S. Ellin, Managing Member
|
|
|
|
|
Date:
June 18, 2008
|
Date:
June 18, 2008
|
|
|
|
|
By:
/s/
Robert S. Ellin
|
By:
/s/
Jay A. Wolf
|
|
Robert
S. Ellin, an individual
|
Jay
A. Wolf, an individual
|
|
Date:
June 18, 2008
|
Date:
June 18, 2008
|
--------------------------------
The
original statement shall be signed by each person on whose behalf the statement
is filed or his authorized representative. If the statement is signed on behalf
of a person by his authorized representative (other than an executive officer
or
general partner of the filing person), evidence of the representative's
authority to sign on behalf of such person shall be filed with the statement,
provided, however, that a power of attorney for this purpose which is already
on
file with the Commission may be incorporated by reference. The name and any
title of each person who signs the statement shall be typed or printed beneath
his signature.
Attention.
Intentional misstatements or omissions of fact constitute Federal criminal
violations (See 18 U.S.C. 1001).
EXHIBIT
A
JOINT
FILING AGREEMENT
PURSUANT
TO RULE 13D-1(k)
The
undersigned acknowledge and agree that the foregoing statement on Schedule
13D
is filed on behalf of each of the undersigned and that all subsequent amendments
to this statement on Schedule 13D shall be filed on behalf of each of the
undersigned without the necessity of filing additional joint acquisition
statements. The undersigned acknowledge that each shall be responsible for
the
timely filing of such amendments, and for the completeness and accuracy of
the
information concerning him or it contained therein, but shall not be responsible
for the completeness and accuracy of the information concerning the others,
except to the extent that he or it knows or has reason to believe that such
information is inaccurate.
|
TRINAD
CAPITAL MASTER FUND, LTD.
a
Cayman Islands exempted company
|
TRINAD
MANAGEMENT, LLC
a
Delaware limited liability company
|
|
|
|
|
|
|
|
|
|
|
|
|
|
By:
/s/
Robert S. Ellin
|
By:
/s/
Robert S. Ellin
|
|
Robert
S. Ellin, Director
|
Robert
S. Ellin, Managing Member
|
|
|
|
|
Date:
June 18, 2008
|
Date:
June 18, 2008
|
|
|
|
|
TRINAD
CAPITAL LP
a
Delaware limited partnership
|
|
|
|
|
|
By:
TRINAD ADVISORS II, LLC
a
Delaware limited liability company
As
its General Partner
|
TRINAD
ADVISORS II, LLC
a
Delaware limited liability company
|
|
|
|
|
|
|
|
|
|
|
By:
/s/
Robert S. Ellin
|
By:
/s/
Robert S. Ellin
|
|
Robert
S. Ellin, Managing Member
|
Robert
S. Ellin, Managing Member
|
|
|
|
|
Date:
June 18, 2008
|
Date:
June 18, 2008
|
|
|
|
|
By:
/s/
Robert S. Ellin
|
By:
/s/
Jay A. Wolf
|
|
Robert
S. Ellin, an individual
|
Jay
A. Wolf, an individual
|
|
Date:
June 18, 2008
|
Date:
June 18, 2008
|
SUBSCRIPTION
AGREEMENT
SUBSCRIPTION
AGREEMENT (this “Agreement”) made as of the date set forth on the signature page
hereof between Infosearch Media, Inc., a Delaware corporation (the “Company”)
and the undersigned (the “Subscriber”).
WITNESSETH:
WHEREAS,
the Company is offering in a private placement (the “Offering”) 20,000,000
shares of its common stock (the “Common Stock”) at a price equal to $0.01 per
share (the “Offering Price”). The shares of Common Stock offered hereby are
sometimes referred to as the “Securities;” and
WHEREAS,
the Subscriber desires to purchase that number of Securities set forth on the
signature page hereof on the terms and conditions hereinafter set
forth.
NOW,
THEREFORE, in consideration of the premises and the mutual representations
and
covenants hereinafter set forth, the parties hereto agree as
follows:
I.
SUBSCRIPTION
FOR SECURITIES AND REPRESENTATIONS BY SUBSCRIBER
1.1
Subject
to the terms and conditions hereinafter set forth, the Subscriber hereby
irrevocably subscribes for and agrees to purchase from the Company such
Securities as is set forth upon the signature page hereof and the Company agrees
to sell such Securities to the Subscriber for said purchase price. The purchase
price is payable by wire transfer of immediately available funds
contemporaneously with the execution and delivery of this Agreement by the
Subscriber. Certificates for the shares of Common Stock will be delivered by
the
Company to the Subscriber promptly following the date hereof (the
“Closing”).
1.2
The
Subscriber recognizes that the purchase of Securities involves a high degree
of
risk in that (i) an investment in the Company is highly speculative and only
investors who can afford the loss of their entire investment should consider
investing in the Company; (ii) the Subscriber may not be able to liquidate
its
investment; (iii) transferability of the Securities is extremely limited; and
(iv) in the event of a disposition, the Subscriber could sustain the loss of
its
entire investment.
1.3
The
Subscriber represents that the Subscriber is an “accredited investor” as such
term is defined in Rule 501 of Regulation D promulgated under the Securities
Act
of 1933, as amended, (the “Act”) and that the Subscriber is able to bear the
economic risk and illiquidity of an investment in the Securities.
1.4
The
Subscriber hereby acknowledges and represents that (i) the Subscriber has prior
investment experience, including investment in non-listed and unregistered
securities, or that the Subscriber has employed the services of an investment
advisor, attorney and/or accountant to read all of the documents furnished
or
made available by the Company both to the Subscriber and to all other
prospective investors to evaluate the merits and risks of such an investment
on
the Subscriber’s behalf; (ii) the Subscriber recognizes the highly speculative
nature of an investment in the Securities; and (iii) the Subscriber is able
to
bear the economic risk and illiquidity which the Subscriber assumes by investing
in the Securities.
1.5
The
Subscriber understands that none of the Securities have been registered under
the Act by reason of a claimed exemption under the provisions of the Act which
depends, in part, upon the Subscriber’s investment intention. In this
connection, the Subscriber hereby represents that the Subscriber is purchasing
the Securities for the Subscriber’s own account for investment and not with a
view toward the resale or distribution thereof to others. The Subscriber, if
an
entity, was not formed for the purpose of purchasing the
Securities.
1.6
Except
as
otherwise set forth herein, the Subscriber understands and hereby acknowledges
that the Company is under no obligation to register the Securities under the
Act
or any state securities or “blue sky” laws other than as set forth in Section V.
The Subscriber consents that the Company may, if it desires, permit the transfer
of the Securities out of the Subscriber’s name only when the Subscriber’s
request for transfer is accompanied by an opinion of counsel reasonably
satisfactory to the Company that neither the sale nor the proposed transfer
results in a violation of the Act or any applicable state “blue sky” laws
(collectively, “Securities Laws”).
1.7
The
Subscriber consents to the placement of a legend on any certificate or other
document evidencing the Securities indicating that such Securities have not
been
registered under the Act or any state securities or “blue sky” laws and setting
forth or referring to the restrictions on transferability and sale thereof
contained in this Agreement. The Subscriber is aware that the Company will
make
a notation in its appropriate records and issue “stop transfer” instructions to
its transfer agent with respect to the restrictions on the transferability
of
such Securities.
1.8
The
Subscriber represents that the Subscriber has full power and authority
(corporate, statutory and otherwise) to execute and deliver this Agreement
and
to purchase the Securities subscribed for hereby. This Agreement constitutes
the
legal, valid and binding obligation of the Subscriber, enforceable against
the
Subscriber in accordance with its terms.
II.
REPRESENTATIONS
BY THE COMPANY
The
Company hereby represents and warrants to the Subscriber that:
2.1
Organization
and Qualification.
The
Company is a corporation duly organized, validly existing and in good standing
under the laws of the State of Delaware and has full corporate power and lawful
authority to conduct its business as presently conducted. The Company is duly
qualified to do business as a foreign corporation and is in good standing in
each jurisdiction in which the nature of the business presently conducted,
or as
proposed to be conducted, by it or the properties owned, leased or operated
by
it, makes such qualification or licensing necessary and where the failure to
be
so qualified or licensed would have a material adverse effect upon the business,
prospects or financial condition of the Company.
2.2
Capitalization
and
Voting Rights.
The
authorized, issued and outstanding capital stock of the Company is as set forth
in its most recent SEC Filing (as hereafter defined). All issued and outstanding
shares of capital stock of the Company are validly issued, fully paid and
nonassessable. Except as set forth in this Agreement or in the SEC Filings,
there are no outstanding options, warrants, agreements, commitments, convertible
securities, preemptive rights or other rights to subscribe for or to purchase
any shares of capital stock of the Company nor are there any agreements,
promises or commitments to issue any of the foregoing, or discussions concerning
same. Except as set forth in the SEC Filings, in this Agreement and as otherwise
required by law, there are no restrictions upon the voting or transfer of the
Securities pursuant to the Company's Certificate of Incorporation, as amended,
(the “Certificate of Incorporation”), By-laws or other governing documents or
any agreement or other instruments to which the Company is a party or by which
the Company is bound; provided, however, that the Securities will be subject
to
restrictions on transfer and Securities Laws as provided herein. For purposes
of
this Agreement the term “SEC Filings” means, collectively, the Company's most
recent Annual Report on Form 10-K for the fiscal year ended December 31, 2007
and all other reports filed by the Company with the SEC pursuant to the Exchange
Act since the filing of such Annual Report on Form 10-K and prior to the date
hereof.
2.3
Authorization;
Enforceability.
The
Company has all corporate right, power and authority to enter into this
Agreement and to consummate the transactions contemplated hereby. All corporate
action on the part of the Company, its directors and stockholders necessary
for
the authorization, execution, delivery and performance of this Agreement by
the
Company, the authorization, sale, issuance and delivery of the Securities and
the performance of the Company's obligations hereunder has been taken. This
Agreement has been duly executed and delivered by the Company and constitutes
a
legal, valid and binding obligation of the Company, enforceable against the
Company in accordance with its terms, subject to laws of general application
relating to bankruptcy, insolvency and the relief of debtors and rules of law
governing specific performance, injunctive relief or other equitable remedies,
and to limitations of public policy. The Securities have been duly and validly
authorized and, upon the issuance and delivery thereof and payment therefor
as
contemplated by this Agreement, will be free and clear of liens (other than
any
liens created by or imposed on the holders thereof through no action of the
Company), duly and validly authorized and issued, fully paid and nonassessable.
The issuance and sale of the Securities contemplated hereby will not give rise
to any preemptive rights or rights of first refusal on behalf of any
person.
2.4
No
Conflict; Governmental Consents.
(a)
The
execution and delivery by the Company of this Agreement, the consumma-tion
of
the transactions contemplated hereby and the offer and sale of the Securities
will not result in the violation of any law, statute, rule, regulation, order,
writ, injunction, judgment or decree of any court or governmental authority
to
or by which the Company is bound, or of any provision of the Certificate of
Incorporation or By-laws of the Company, and will not conflict with, or result
in a breach or violation of, any of the terms or provisions of, or constitute
(with due notice or lapse of time or both) a default under, any lease, loan
agreement, mortgage, security agreement, trust indenture or other agreement
or
instrument to which the Company is a party or by which it is bound or to which
any of its properties or assets is subject, nor result in the creation or
imposition of any lien upon any of the properties or assets of the
Company.
(b)
No
consent, waiver, approval, authorization or other order of any governmental
authority or other third-party is required to be obtained by the Company in
connection with the authorization, execution and delivery of this Agreement
or
with the authorization, issuance and sale of the Securities, except for such
consents, waivers, approvals, authorizations, orders or filings as may be
required to be obtained or made, and which shall have been obtained or made
at
or prior to the required time.
III.
TERMS
OF SUBSCRIPTION
3.1
The
Offering is for 20,000,000 shares of Common Stock.
3.2
The
purchase
price is payable by wire transfer of immediately available funds as provided
in
Section 1.1.
IV.
REGISTRATION
RIGHTS; INDEMNIFICATION
.
4.1
Following
Closing, the Company shall execute and deliver to Subscriber a registration
rights agreement, in customary form and reasonably satisfactory to Subscriber,
granting Subscriber customary demand and piggy-back registration rights as
given
to investors in offerings equivalent to the Offering.
4.2
The
Company
shall indemnify, save and hold harmless the Subscriber and the Securities from
and against any and all liability, loss, cost, damage, reasonable attorneys'
and
accountants' fees and expenses, court costs and all other out of pocket expenses
reasonably incurred by Subscriber in connection with (a) the breach of any
representation, warranty, covenant or agreement of the Company made in this
Agreement, or (b) interpreting, preserving, exercising and/or enforcing any
of
the terms hereof.
V.
MISCELLANEOUS
5.1
This
Agreement shall not be changed, modified or amended except by a writing signed
by the parties to be charged, and this Agreement may not be discharged except
by
performance in accordance with its terms or by a writing signed by the party
to
be charged.
5.2
Notwithstanding
the place where this Agreement may be executed by any of the parties hereto,
the
parties expressly agree that all the terms and provisions hereof shall be
construed in accordance with and governed by the laws of the State of Delaware
without regard to principles of conflicts of law.
5.3
The
holding of any provision of this Agreement to be invalid or unenforceable by
a
court of competent jurisdiction shall not affect any other provision of this
Agreement, which shall remain in full force and effect. If any provision of
this
Agreement shall be declared by a court of competent jurisdiction to be invalid,
illegal or incapable of being enforced in whole or in part, such provision
shall
be interpreted so as to remain enforceable to the maximum extent permissible
consistent with applicable law and the remaining conditions and provisions
or
portions thereof shall nevertheless remain in full force and effect and
enforceable to the extent they are valid, legal and enforceable, and no
provisions shall be deemed dependent upon any other covenant or provision unless
so expressed herein.
5.4
It
is
agreed that a waiver by either party of a breach of any provision of this
Agreement shall not operate, or be construed, as a waiver of any subsequent
breach by that same party.
5.5
The
parties agree to execute and deliver all such further documents, agreements
and
instruments and take such other and further action as may be necessary or
appropriate to carry out the purposes and intent of this Agreement.
5.6
This
Agreement may be executed in two or more counterparts each of which shall be
deemed an original, but all of which shall together constitute one and the
same
instrument.
[SIGNATURE
PAGES FOLLOW]
|
SIGNATURE
PAGE
|
|
Date
Signed: 6/6/2008
|
|
|
|
|
|
|
|
|
|
|
|
|
Number
of shares:
|
|
20,000,000
|
|
|
|
|
|
|
|
Multiplied
by Offering Price per share:
|
|
x
$0.01
|
|
|
|
|
|
|
|
Equals
subscription amount:
|
|
=
$200,000
|
|
|
|
|
|
|
|
|
|
|
|
|
/s/
Robert Ellin
|
|
|
|
|
Signature
|
|
Second
Signature (if purchasing jointly)
|
|
|
|
|
|
|
|
Robert
Ellin
|
|
|
|
|
Printed
Name
|
|
Printed
Second Name
|
|
|
|
|
|
|
|
Trinad
Capital Master Fund Ltd.
|
|
|
|
|
Entity
Name
|
|
Entity
Name
|
|
|
|
|
|
|
|
2121
Ave. of the Starts Suite 2550
|
|
|
|
|
Address
|
|
Address
|
|
|
|
|
|
|
|
Los
Angeles, CA 90067
|
|
|
|
|
City,
State and Zip Code
|
|
City,
State and Zip Code
|
|
|
|
|
|
|
|
310-601-2500
|
|
|
|
|
Telephone-Business
|
|
Telephone--Business
|
|
|
|
|
|
|
|
|
|
|
|
|
Facsimile-Business
|
|
Facsimile--Business
|
|
|
|
|
|
|
|
98-0447604
|
|
|
|
|
Tax
ID # or Social Security #
|
|
Tax
ID # or Social Security #
|
|
|
|
|
|
|
|
Name
in which securities should be issued:
|
|
Trinad
Capital Master Fund Ltd.
|
|
This
Subscription Agreement is agreed to and accepted as of June 6,
2008.
|
|
INFOSEARCH MEDIA, INC.
|
|
|
|
|
|
By:
|
|
|
|
|
|
/s/ George Lichter
|
|
|
Name:
George
Lichter
|
|
|
Title:
President
& CEO
|
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