-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, IugnkrkxtCdB8/KwwoKP22f5KYQr9286ivpGkBtmwdR8LjMWzpIzOy+/apvhV4cM 69moYc7oZOuLB8ti9EYO+g== 0001144204-07-056398.txt : 20071026 0001144204-07-056398.hdr.sgml : 20071026 20071025185309 ACCESSION NUMBER: 0001144204-07-056398 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20071026 DATE AS OF CHANGE: 20071025 GROUP MEMBERS: JAY A. WOLF GROUP MEMBERS: ROBERT S. ELLIN GROUP MEMBERS: TRINAD ADVISORS II, LLC GROUP MEMBERS: TRINAD CAPITAL LP GROUP MEMBERS: TRINAD MANAGEMENT, LLC SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: InfoSearch Media, Inc. CENTRAL INDEX KEY: 0001164327 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-BUSINESS SERVICES, NEC [7389] IRS NUMBER: 000000000 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-81198 FILM NUMBER: 071191889 BUSINESS ADDRESS: STREET 1: 6 E 43RD ST STREET 2: STE 1000 CITY: NEW YORK STATE: NY ZIP: 10017 BUSINESS PHONE: 310-437-7380 MAIL ADDRESS: STREET 1: 4086 DEL RAY AVENUE CITY: MARINA DEL RAY STATE: CA ZIP: 90292 FORMER COMPANY: FORMER CONFORMED NAME: MAC WORLDWIDE INC DATE OF NAME CHANGE: 20020102 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: Trinad Capital Master Fund Ltd. CENTRAL INDEX KEY: 0001346370 IRS NUMBER: 980447604 STATE OF INCORPORATION: E9 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 2121 AVENUE OF THE STARS, SUITE 1650 CITY: LOS ANGELES STATE: CA ZIP: 90049 BUSINESS PHONE: 310-601-2500 MAIL ADDRESS: STREET 1: 2121 AVENUE OF THE STARS, SUITE 1650 CITY: LOS ANGELES STATE: CA ZIP: 90049 SC 13D/A 1 v091424_sc13da.htm
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549

SCHEDULE 13D
(Rule 13d-101)

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. 1)(1)

InfoSearch Media, Inc.

(Name of Issuer)

Common Stock, $0.001 par value per share

(Title of Class of Securities)

45677V018

(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 25, 2007

(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 Rule 13d-1(c), 13d-1(f) or 13d-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 Rule 13d-7(b) 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 in 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 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. 45677V018
1
NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
 
Trinad Capital Master Fund, Ltd. 98-0447604
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
 
12,184,960
9
SOLE DISPOSITIVE POWER
 
 
10
SHARED DISPOSITIVE POWER
 
12,184,960
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
12,184,960
12
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
o
 
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
23.1%
14
TYPE OF REPORTING PERSON
 
CO



CUSIP No. 45677V018
1
NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
 
Trinad Management, LLC 20-0591302
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
 
12,184,960
9
SOLE DISPOSITIVE POWER
 
 
10
SHARED DISPOSITIVE POWER
 
12,184,960
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
12,184,960
12
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
o
 
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
23.1%
14
TYPE OF REPORTING PERSON
 
IA



CUSIP No. 45677V018
1
NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
Trinad Capital LP 20-0593276
 
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
 
10,235,366
9
SOLE DISPOSITIVE POWER
 
 
10
SHARED DISPOSITIVE POWER
 
10,235,366
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
10,235,366
12
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
o
 
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
19.4%
14
TYPE OF REPORTING PERSON
 
PN




CUSIP No. 45677V018
1
NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
 
Trinad Advisors II, LLC 20-8107048
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
 
10,235,366
9
SOLE DISPOSITIVE POWER
 
 
10
SHARED DISPOSITIVE POWER
 
10,235,366
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
10,235,366
12
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
o
 
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
19.4%
14
TYPE OF REPORTING PERSON
 
OO



CUSIP No. 45677V018
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)
 
o
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
 
12,184,960
9
SOLE DISPOSITIVE POWER
 
 
10
SHARED DISPOSITIVE POWER
 
12,184,960
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
12,184,960
12
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
o
 
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
23.1%
14
TYPE OF REPORTING PERSON
 
IN

 



CUSIP No. 45677V018
 
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)
 
o
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
 
12,184,960
9
SOLE DISPOSITIVE POWER
 
 
10
SHARED DISPOSITIVE POWER
 
12,184,960
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
12,184,960
12
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
o
 
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
23.1%
14
TYPE OF REPORTING PERSON
 
IN

 
 
 

 

Introductory Statement
 
This constitutes Amendment No. 1 ("Amendment") to the Statement on Schedule 13D, filed on May 4, 2007 (“Schedule 13D”).
 
Item 1.
 
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.
 
3. Source and Amount of Funds or Other Consideration

 
Item 5. Interest in Securities of the Issuer.
 
Item 5 is hereby amended as follows:
 
(a)
 
Unless otherwise indicated, as of the date hereof,
 
Trinad Capital Master Fund, Ltd. is the beneficial owner of 12,184,960 shares of the Common Stock, representing approximately 23.1% of the Common Stock of the Issuer.
 
Trinad Management, LLC (as the manager of the Trinad Capital Master Fund, Ltd. and Trinad Capital LP) and 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 are deemed the beneficial owners of 12,184,960 shares of the Common Stock held by Trinad Capital Master Fund, Ltd. representing approximately 23.1% 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.
 
Robert S. Ellin disclaims beneficial ownership of the shares of Common Stock directly and beneficially owned by Trinad Capital Master Fund, Ltd. except to the extent of his pecuniary interests therein.
 
Jay A. Wolf disclaims beneficial ownership of the shares of Common Stock directly and beneficially owned by Trinad Capital Master Fund, Ltd. except to the extent of his pecuniary interests therein.
 




 
The percentages herein were calculated based on the 52,658,337 shares of the Issuer's common stock, $0.001 par value, reported by the Issuer to be issued and outstanding as of August 20, 2007 in the Issuer’s latest 10KSB filed with the Securities and Exchange Commission on August 21, 2007.
 
(b)
 
Trinad Management, LLC, Robert S. Ellin and Jay A. Wolf have shared power to direct the vote and shared power to direct the disposition of the 12,184,960 shares of Common Stock.
 
(c)
 
Date of Acquisition
Number of
Shares
Acquired
Price per Share (including fees and commissions)
6/29/2007
50,000
$0.1778
7/10/2007
50,000
$0.1650
8/6/2007
119,000
$0.1578
8/16/2007
10,000
$0.1670
08/20/07
20,000
$0.1583
08/21/07
15,000
$0.1752
08/22/07
25,000
$0.1756
08/27/07
50,000
$0.1378
08/30/07
66,000
$0.1453
08/31/07
50,000
$0.1397
09/27/07
115,000
$0.1128
10/18/07
100,000
$0.1504


Other than the purchases described above, none of the Reporting Persons has effected any transaction in the Issuer’s common stock within the last 60 days.

(d)
 
Not applicable.
 
(e)
 
Not applicable.
 
Item 6. Contracts, Arrangements, Understandings or Relationships with the Issuer.
 
None.
 
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 25, 2007.
 



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
 
 
 
By:  /s/ Robert S. Ellin
         Robert S. Ellin, Director
 
Date: October 25, 2007
TRINAD MANAGEMENT, LLC
a Delaware limited liability company
 
 
 
By:  /s/ Robert S. Ellin
        Robert S. Ellin, Managing Member
 
Date: October 25, 2007
 
TRINAD CAPITAL LP
a Delaware limited partnership
 
By: TRINAD ADVISORS II, LLC
a Delaware limited liability company
As its General Partner
 
 
By:  /s/ Robert S. Ellin
        Robert S. Ellin, Managing Member
 
Date: October 25, 2007
 
 
 
 
TRINAD ADVISORS II, LLC
a Delaware limited liability company
 
 
 
By:  /s/ Robert S. Ellin
        Robert S. Ellin, Managing Member
 
Date: October 25, 2007
 
By:  /s/ Robert S. Ellin
        Robert S. Ellin, an individual
Date: October 25, 2007
By:  /s/ Jay A. Wolf
        Jay A. Wolf, an individual
Date: October 25, 2007


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 B
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
 
 
 
By:  /s/ Robert S. Ellin
        Robert S. Ellin, Director
 
Date: October 25, 2007
TRINAD MANAGEMENT, LLC
a Delaware limited liability company
 
 
 
By:  /s/ Robert S. Ellin
        Robert S. Ellin, Managing Member
 
Date: October 25, 2007
 
TRINAD CAPITAL LP
a Delaware limited partnership
By: TRINAD ADVISORS II, LLC
a Delaware limited liability company
As its General Partner
 
 
By:  /s/ Robert S. Ellin
        Robert S. Ellin, Managing Member
 
Date: October 25, 2007
 
TRINAD ADVISORS II, LLC
a Delaware limited liability company
 
 
 
 
 
By:  /s/ Robert S. Ellin
        Robert S. Ellin, Managing Member
 
Date: October 25, 2007
 
By:  /s/ Robert S. Ellin
        Robert S. Ellin, an individual
Date: October 25, 2007
 
By:  /s/ Jay A. Wolf
        Jay A. Wolf, an individual
Date: October 25, 2007

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