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. 4)(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)
October
14, 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
|
7
|
SOLE
VOTING POWER
|
|
SHARES
|
|
|
|
BENEFICIALLY
|
|
|
|
OWNED
|
8
|
SHARED
VOTING POWER
|
|
BY
EACH
|
|
|
|
REPORTING
|
|
39,954,882
|
|
PERSON
|
9
|
SOLE
DISPOSITIVE POWER
|
|
WITH
|
|
|
|
|
|
|
|
|
10
|
SHARED
DISPOSITIVE POWER
|
|
|
|
|
|
|
|
39,954,882
|
|
11
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
39,954,882
|
|
12
|
CHECK
IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
o
|
|
13
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
76.1%
|
|
14
|
TYPE
OF REPORTING PERSON
CO
|
|
CUSIP
No. 45677V108
|
|
1
|
NAME
OF REPORTING PERSON
I.R.S.
IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
|
|
2
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP
*
(a)
(b)
x
(joint
filers)
|
|
3
|
SEC
USE ONLY
|
|
4
|
SOURCE
OF FUNDS
|
|
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
|
7
|
SOLE
VOTING POWER
|
|
SHARES
|
|
|
|
BENEFICIALLY
|
|
|
|
OWNED
|
8
|
SHARED
VOTING POWER
|
|
BY
EACH
|
|
|
|
REPORTING
|
|
39,954,882
|
|
PERSON
|
9
|
SOLE
DISPOSITIVE POWER
|
|
WITH
|
|
|
|
|
|
|
|
|
10
|
SHARED
DISPOSITIVE POWER
|
|
|
|
|
|
|
|
39,954,882
|
|
11
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
39,954,882
|
|
12
|
CHECK
IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
o
|
|
13
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
76.1%
|
|
14
|
TYPE
OF REPORTING PERSON
IA
|
|
CUSIP
No. 45677V108
|
|
1
|
NAME
OF REPORTING PERSON
I.R.S.
IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
|
|
2
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP
*
(a)
(b)
x
(joint
filers)
|
|
3
|
SEC
USE ONLY
|
|
4
|
SOURCE
OF FUNDS
|
|
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
|
7
|
SOLE
VOTING POWER
|
|
SHARES
|
|
|
|
BENEFICIALLY
|
|
|
|
OWNED
|
8
|
SHARED
VOTING POWER
|
|
BY
EACH
|
|
|
|
REPORTING
|
|
|
|
PERSON
|
9
|
SOLE
DISPOSITIVE POWER
|
|
WITH
|
|
|
|
|
|
|
|
|
10
|
SHARED
DISPOSITIVE POWER
|
|
|
|
|
|
|
|
|
|
11
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
12
|
CHECK
IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
o
|
|
13
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
64.4%
|
|
14
|
TYPE
OF REPORTING PERSON
PN
|
|
CUSIP
No. 45677V108
|
|
1
|
NAME
OF REPORTING PERSON
I.R.S.
IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
|
|
2
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP
*
(a)
(b)
x
(joint
filers)
|
|
3
|
SEC
USE ONLY
|
|
4
|
SOURCE
OF FUNDS
|
|
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
|
7
|
SOLE
VOTING POWER
|
|
SHARES
|
|
|
|
BENEFICIALLY
|
|
|
|
OWNED
|
8
|
SHARED
VOTING POWER
|
|
BY
EACH
|
|
|
|
REPORTING
|
|
|
|
PERSON
|
9
|
SOLE
DISPOSITIVE POWER
|
|
WITH
|
|
|
|
|
|
|
|
|
10
|
SHARED
DISPOSITIVE POWER
|
|
|
|
|
|
|
|
|
|
11
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
12
|
CHECK
IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
o
|
|
13
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
64.4%
|
|
14
|
TYPE
OF REPORTING PERSON
OO
|
|
CUSIP
No. 45677V108
|
|
1
|
NAME
OF REPORTING PERSON
I.R.S.
IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
|
|
2
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP
*
(a)
(b)
x
(joint
filers)
|
|
3
|
SEC
USE ONLY
|
|
4
|
SOURCE
OF FUNDS
|
|
5
|
CHECK
IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM
2(d) or
2(e)
o
|
|
6
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
|
|
NUMBER
OF
|
7
|
SOLE
VOTING POWER
|
|
SHARES
|
|
|
|
BENEFICIALLY
|
|
|
|
OWNED
|
8
|
SHARED
VOTING POWER
|
|
BY
EACH
|
|
|
|
REPORTING
|
|
|
|
PERSON
|
9
|
SOLE
DISPOSITIVE POWER
|
|
WITH
|
|
|
|
|
|
|
|
|
10
|
SHARED
DISPOSITIVE POWER
|
|
|
|
|
|
|
|
|
|
11
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
12
|
CHECK
IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
o
|
|
13
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
|
|
14
|
TYPE
OF REPORTING PERSON
IN
|
|
CUSIP
No. 45677V108
|
|
1
|
NAME
OF REPORTING PERSON
I.R.S.
IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
|
|
2
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP
*
(a)
(b)
x
(joint
filers)
|
|
3
|
SEC
USE ONLY
|
|
4
|
SOURCE
OF FUNDS
|
|
5
|
CHECK
IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM
2(d) or
2(e)
o
|
|
6
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
|
|
NUMBER
OF
|
7
|
SOLE
VOTING POWER
|
|
SHARES
|
|
|
|
BENEFICIALLY
|
|
|
|
OWNED
|
8
|
SHARED
VOTING POWER
|
|
BY
EACH
|
|
|
|
REPORTING
|
|
|
|
PERSON
|
9
|
SOLE
DISPOSITIVE POWER
|
|
WITH
|
|
|
|
|
|
|
|
|
10
|
SHARED
DISPOSITIVE POWER
|
|
|
|
|
|
|
|
|
|
11
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
12
|
CHECK
IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
o
|
|
13
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
|
|
14
|
TYPE
OF REPORTING PERSON
IN
|
Introductory
Statement
This
constitutes Amendment No. 4 ("Amendment") to the Statement on Schedule 13D,
filed on May 4, 2007, as amended by Amendment No. 1 filed on October 26,
2007, Amendment No. 2 filed on February 4, 2008, and Amendment No. 3 filed
on
June 18, 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. 3 to Statement on Schedule 13D, the Master
Fund used $65,248 (including commissions) of its working capital to purchase
an
aggregate of 6,519,800 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
and that the Issuer elected Robert S. Ellin as a Director effective as of June
12, 2008.
The
Reporting Persons intend to continuously assess the Issuer's business, financial
conditions, results of operations and prospects, general economic conditions,
the securities markets in general and those for the Issuer's securities.
Depending on such assessments, the Reporting Persons may, from time to time,
acquire additional Shares or may determine to sell or otherwise dispose of
all
or some of its holdings of Shares.
The
Reporting Persons may also engage in or participate in plans for any of the
items discussed in clauses (a) through (j) of Item 4 of the instructions to
Schedule 13D.
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
39,954,882
shares
of
the Common Stock, representing approximately 76.1% 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
39,954,882 shares of the Common Stock held by Trinad Capital Master Fund, Ltd.
representing approximately 76.1% of the Common Stock of the Issuer.
Trinad
Capital LP (as the owner of 84.59% of the shares of Trinad Capital Master Fund,
Ltd.
a
s
of
September 30, 2008) and Trinad Advisors II, LLC (as the general partner of
Trinad
Capital LP),
may
each
be deemed to be the beneficial owners of 84.59% of the 39,954,882 shares of
the
Common Stock held by Trinad Capital Master Fund, Ltd., representing 33,797,835
shares or
64.4%
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
52,493,592
shares
of
Common Stock reported by the Issuer to be issued and outstanding as of August
19, 2008, in the Issuer’s Form 10-Q for the period ended June 30, 2008, as filed
with the Securities and Exchange Commission on August 19, 2008.
(b)
Trinad
Management, LLC, Robert S. Ellin and Jay A. Wolf have share the 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)
|
|
10/14/2008
|
6,519,800
|
$0.01
|
(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 was
attached as Exhibit B to
Amendment
No. 3 to the Statement on Schedule 13D filed on June 18, 2008
and
incorporated therein by reference, 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.
Except
as
described herein, there are no contracts, arrangements, understandings or
relationships (legal or otherwise) between the Reporting persons named in Item
2
hereof and any person with respect to any securities of the Company, including
but not limited to transfer or voting of any other securities, finder's fees,
joint ventures, loan or option arrangements, puts or calls, guarantees of
profits, divisions of profits or loss, or the giving or withholding of
proxies.
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 October 23, 2008.
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.
|
TRINAD
MANAGEMENT, LLC
|
|
a
Cayman Islands exempted company
|
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:
October 23, 2008
|
Date:
October 23, 2008
|
|
|
|
|
|
|
|
|
|
|
|
TRINAD
CAPITAL LP
|
|
|
|
a
Delaware limited partnership
|
|
|
|
|
|
|
By:
TRINAD ADVISORS II, LLC
|
TRINAD
ADVISORS II, LLC
|
|
a
Delaware limited liability company
|
a
Delaware limited liability company
|
|
As
its General Partner
|
|
|
|
|
|
|
|
|
|
|
|
|
|
By:
|
/s/
Robert S. Ellin
|
By:
|
/s/
Robert S. Ellin
|
|
|
Robert
S. Ellin, Managing Member
|
|
Robert
S. Ellin, Managing Member
|
|
|
|
|
|
|
Date:
October 23, 2008
|
Date:
October 23, 2008
|
|
|
|
|
|
|
|
|
|
|
|
By:
|
/s/
Robert S. Ellin
|
By:
|
/s/
Jay A. Wolf
|
|
|
Robert
S. Ellin, an individual
|
|
Jay
A. Wolf, an individual
|
|
|
|
|
|
|
Date:
October 23, 2008
|
Date:
October 23, 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
fi
le
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.
|
TRINAD
MANAGEMENT, LLC
|
|
a
Cayman Islands exempted company
|
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:
October 23, 2008
|
Date:
October 23, 2008
|
|
|
|
|
|
|
|
|
|
|
|
TRINAD
CAPITAL LP
|
|
|
|
a
Delaware limited partnership
|
|
|
|
|
|
|
By:
TRINAD ADVISORS II, LLC
|
TRINAD
ADVISORS II, LLC
|
|
a
Delaware limited liability company
|
a
Delaware limited liability company
|
|
As
its General Partner
|
|
|
|
|
|
|
|
|
|
|
|
|
|
By:
|
/s/
Robert S. Ellin
|
By:
|
/s/
Robert S. Ellin
|
|
|
Robert
S. Ellin, Managing Member
|
|
Robert
S. Ellin, Managing Member
|
|
|
|
|
|
|
Date:
October 23, 2008
|
Date:
October 23, 2008
|
|
|
|
|
|
|
|
|
|
|
|
By:
|
/s/
Robert S. Ellin
|
By:
|
/s/
Jay A. Wolf
|
|
|
Robert
S. Ellin, an individual
|
|
Jay
A. Wolf, an individual
|
|
|
|
|
|
|
Date:
October 23, 2008
|
Date:
October 23, 2008
|
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