-----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, BbtxkDWoZTYzRGLwx2TOLFpnhR6MDjdrOXnNHI4denlYPvMBD3xVUhL2cvP3XXWA 1SaS/LpVTaN2ngheGFpMVw== 0001144204-08-005957.txt : 20080204 0001144204-08-005957.hdr.sgml : 20080204 20080204135628 ACCESSION NUMBER: 0001144204-08-005957 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20080204 DATE AS OF CHANGE: 20080204 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: 08571629 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 v101779_13da.htm
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. 2)(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 30, 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 §§ 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. 45677V018
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) o
(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
13,388,782
9 
SOLE DISPOSITIVE POWER
               
10 
SHARED DISPOSITIVE POWER
13,388,782
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
13,388,782
           
12
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
o
       
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
25.3%
         
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
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) o
(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
13,388,782
9 
SOLE DISPOSITIVE POWER
              
10 
SHARED DISPOSITIVE POWER
13,388,782
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
13,388,782
           
12
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
o
      
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
25.3%
       
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
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) o
(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
10,978,801
9 
SOLE DISPOSITIVE POWER
        
10 
SHARED DISPOSITIVE POWER
10,978,801
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
10,978,801
       
12
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
o
       
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
20.8%
       
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
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) o
(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
10,978,801
9 
SOLE DISPOSITIVE POWER
       
10 
SHARED DISPOSITIVE POWER
10,978,801
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
10,978,801
        
12
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
o
       
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
20.8%
        
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) o
(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
13,388,782
9 
SOLE DISPOSITIVE POWER
      
10 
SHARED DISPOSITIVE POWER
13,388,782
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
13,388,782
       
12
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
o
       
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
25.3%
       
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) o
(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
13,388,782
9 
SOLE DISPOSITIVE POWER
 
10 
SHARED DISPOSITIVE POWER
13,388,782
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
13,388,782
  
12
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
o
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
25.3%
 
14
TYPE OF REPORTING PERSON
IN
 



Introductory Statement
 
This constitutes Amendment No. 2 ("Amendment") to the Statement on Schedule 13D, filed on May 4, 2007, as amended by Amendment No. 1 filed on October 26, 2007 (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. 1 to Statement on Schedule 13D, the Master Fund used $195,896.50 (including commissions) of its working capital to purchase an aggregate of 1,403,822 shares of Common Stock.
 
Item 4 is hereby supplemented with the following:
 
Item 4. Purpose of Transaction.
 
 
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 13,388,782 shares of the Common Stock, representing approximately 25.3% 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 13,388,782 shares of the Common Stock held by Trinad Capital Master Fund, Ltd. representing approximately 25.3% 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 November 16, 2007, in the Issuer’s Form 10QSB for the period ended September 30, 2007, as filed with the Securities and Exchange Commission on November 16, 2007.

(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. All shares were purchased on the open market through a broker.
 
Date of Acquisition
 
Number of Shares Acquired
 
Price per Share
(including fees and commissions)
10/24/2007
 
200,000
 
$0.1370
10/30/2007
 
163,322
 
$0.1622
10/30/2007
 
180,000
 
$0.1544
10/31/2007
 
160,000
 
$0.1823
11/09/2007
 
49,500
 
$0.1210
11/28/2007
 
100,000
 
$0.1142
11/29/2007
 
100,000
 
$0.1550
12/24/2007
 
130,000
 
$0.1153
12/26/2007
 
50,000
 
$0.1354
01/23/2008
 
21,000
 
$0.1105
01/29/2008
 
100,000
 
$0.1120
01/31/2008
 
150,000
 
$0.1086

(d)
 
Not applicable.
 
(e)
 
Not applicable.
 
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 February 1, 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.
a Cayman Islands exempted company
 
By:  /s/ Robert S. Ellin
Robert S. Ellin, Director
Date: February 1, 2008
TRINAD MANAGEMENT, LLC
a Delaware limited liability company
 
By:  /s/ Robert S. Ellin
Robert S. Ellin, Managing Member
Date: February 1, 2008
   
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: February 1, 2008
TRINAD ADVISORS II, LLC
a Delaware limited liability company
 
 
 
By:  /s/ Robert S. Ellin 
Robert S. Ellin, Managing Member
Date: February 1, 2008
   
By: /s/ Robert S. Ellin 
Robert S. Ellin, an individual
Date: February 1, 2008
By: /s/ Jay A. Wolf
Jay A. Wolf, an individual
Date: February 1, 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
 
 
By: /s/ Robert S. Ellin
Robert S. Ellin, Director
Date: February 1, 2008
TRINAD MANAGEMENT, LLC
a Delaware limited liability company
 
By:  /s/ Robert S. Ellin
Robert S. Ellin, Managing Member
Date: February 1, 2008
   
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: February 1, 2008
TRINAD ADVISORS II, LLC
a Delaware limited liability company
 
 
 
 
 
By:  /s/ Robert S. Ellin
Robert S. Ellin, Managing Member
Date: February 1, 2008
   
By: /s/ Robert S. Ellin
Robert S. Ellin, an individual
Date: February 1, 2008
By:  /s/ Jay A. Wolf
Jay A. Wolf, an individual
Date: February 1, 2008


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