-----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, D3Zy7uS/ah6K27tk+Mf3dx5Bks/J+yQWmICsjpMPModlDSpJOezdkNP2vNwGGcKZ wzJIZT2Y0kGkbTo5rMoxGQ== 0001144204-07-022798.txt : 20070504 0001144204-07-022798.hdr.sgml : 20070504 20070504151411 ACCESSION NUMBER: 0001144204-07-022798 CONFORMED SUBMISSION TYPE: SC 13D PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20070504 DATE AS OF CHANGE: 20070504 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 SEC ACT: 1934 Act SEC FILE NUMBER: 005-81198 FILM NUMBER: 07820039 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 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 1 v073752_sc13d.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)

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)

May 2, 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) 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
11,314,960
 
9
SOLE DISPOSITIVE POWER
 
10
SHARED DISPOSITIVE POWER
11,314,960
 
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
11,314,960
 
12
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES o
 
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
21.9%
 
14
TYPE OF REPORTING PERSON
CO

2


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) 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
11,314,960
 
9
SOLE DISPOSITIVE POWER
 
10
SHARED DISPOSITIVE POWER
11,314,960
 
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
11,314,960
 
12
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES o
 
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
21.9%
 
14
TYPE OF REPORTING PERSON
IA

3


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) 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
9,504,566
 
9
SOLE DISPOSITIVE POWER
 
10
SHARED DISPOSITIVE POWER
9,504,566
 
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
9,504,566
 
12
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES o
 
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
18.4%
 
14
TYPE OF REPORTING PERSON
PN


4


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) 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
9,504,566
 
9
SOLE DISPOSITIVE POWER
 
10
SHARED DISPOSITIVE POWER
9,504,566
 
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
9,504,566
 
12
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES o
 
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
18.4%
 
14
TYPE OF REPORTING PERSON
OO

5


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
11,314,960
 
9
SOLE DISPOSITIVE POWER
 
10
SHARED DISPOSITIVE POWER
11,314,960
 
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
11,314,960
 
12
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES o
 
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
21.9%
 
14
TYPE OF REPORTING PERSON
IN

 

6


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
11,314,960
 
9
SOLE DISPOSITIVE POWER
 
10
SHARED DISPOSITIVE POWER
11,314,960
 
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
11,314,960
 
12
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES o
 
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
21.9%
 
14
TYPE OF REPORTING PERSON
IN

7

CUSIP No. 45677V018

Item 1. Security and Issuer.
 
The class of equity securities to which this statement relates is the common stock, $0.001 par value per share, (the "Common Stock") of InfoSearch Media, Inc., a Delaware corporation (the "Issuer"). The principal executive offices of the Issuer are located at 4086 Del Rey Avenue, Marina del Rey, California 90292.
 
Item 2. Identity and Background.
 
(a), (c) and (f)
 
This Schedule is being filed by:
 
(i)
Trinad Capital Master Fund, Ltd., a Cayman Islands corporation, which is a hedge fund dedicated to investing in micro-cap companies, with respect to shares directly and beneficially owned by Trinad Capital Master Fund, Ltd.
 
(ii)
Trinad Capital LP, a Delaware limited partnership, which is principally engaged in investing in Trinad Capital Master Fund, Ltd., with respect to shares indirectly and beneficially owned by Trinad Capital LP. As of March 31, 2007, Trinad Capital LP is the owner of 84% of the issued and outstanding shares of the Trinad Capital Master Fund, Ltd.
 
(iii)
Trinad Management, LLC, a Delaware limited liability company, which is principally engaged in the business of managing the investments of Trinad Capital Master Fund, Ltd. and Trinad Capital LP, with respect to the shares directly and beneficially owned by Trinad Capital Master Fund, Ltd. and Trinad Capital LP
 
(iv)
Trinad Advisors II, LLC, a Delaware limited liability company and the general partner of Trinad Capital LP, which principally serves as the general partner of Trinad Capital LP, with respect to the shares directly and beneficially owned by Trinad Capital LP.
 
(v)
Robert S. Ellin, an individual, whose principal occupation is to serve as portfolio manager for Trinad Management, LLC. Mr. Ellin is the managing member of Trinad Advisors II, LLC; Trinad Advisors II, LLC is the general partner of Trinad Capital LP that is a principal stockholder of Trinad Capital Master Fund, Ltd. and Mr. Ellin is the managing member of Trinad Management, LLC that is the manager of Trinad Capital Master Fund, Ltd. Mr. Ellin is a United States citizen.
 
(vi)
Jay A. Wolf, an individual, whose principal occupation is to serve as portfolio manager for Trinad Management, LLC. Mr. Wolf is a member of Trinad Advisors II, LLC; the general partner of Trinad Capital LP that is a principal stockholder of Trinad Capital Master Fund, Ltd. and Mr. Wolf is a member of Trinad Management, LLC that is the manager of Trinad Capital Master Fund, Ltd. Mr. Wolf is a United States citizen.
 
Each of the foregoing is referred to as a "Reporting Person" and collectively as the "Reporting Persons."
 
Although this Schedule is being made jointly by the Reporting Persons, each of them expressly disaffirms membership in any group under Rule 13d-5 under the Securities Exchange Act of 1934, as amended (the ("Exchange Act"), or otherwise.
 
8

CUSIP No. 45677V018
 
(b)
 
The address of the principal business office of Trinad Capital Master Fund, Ltd, Trinad Capital LP, Trinad Management, LLC, Trinad Advisors II, LLC, Robert S. Ellin and Jay A. Wolf is 2121 Avenue of the Stars, Suite 2550, Los Angeles, California 90067.
 
(d)-(e)
 
During the last five years, none of the Reporting Persons have nor, to the best of their knowledge, have any of the directors, executive officers, control persons, general partners or members of such Reporting Persons (i) been convicted in any criminal proceeding or (ii) been a party to any civil proceeding of a judicial or administrative body of competent jurisdiction as a result of which he was subject to any judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.
 
Item 3. Source and Amount of Funds or Other Consideration.
 
Trinad Capital Master Fund, Ltd. used its working capital to acquire 11,314,960 shares of Common Stock representing 21.9% of the Issuer. The aggregate purchase cost of the 11,314,960 shares owned by Trinad Capital Master Fund, Ltd., is approximately $2,300,367 which amount includes commissions.
 
 
Item 4. Purpose of Transaction.
 
All of the Common Stock was acquired for investment purposes only and were originally reported by the Reporting Persons on Schedule 13G.
 
 
The Reporting Persons may also engage in and may plan for their engagement any of the items discussed in clauses (a) through (j) of Item 4 of the instructions to Schedule 13D.
 
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 11,314,960 shares of the Common Stock, representing approximately 21.9% 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 11,314,960 shares of the Common Stock held by Trinad Capital Master Fund, Ltd. representing approximately 21.9% of the Common Stock of the Issuer.
 
9

CUSIP No. 45677V018
 
 
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 51,647,978 shares of the Issuer's common stock, $0.001 par value, reported by the Issuer to be issued and outstanding as of March 31, 2007 in the Issuer’s latest 10KSB filed with the Securities and Exchange Commission on April 17, 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 11,314,960 shares of Common Stock.
 
(c)
 
Set forth below are the acquisitions made by Trinad Capital Master Fund, Ltd. in the last 60 days.

Date
 
Shares Acquired
 
Cost
         
5/2/2007
 
1,059,494
 
$141,987.20
         
5/2/2007
 
2,650,899
 
$344,897.77

(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 May 3, 2007.
 
10

CUSIP No. 45677V018

 
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:
May 3, 2007
  Date:
May 3, 2007
 
 
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:
May 3, 2007
   
Date: May 3, 2007
 
         
By: /s/ Robert S. Ellin   By: /s/ Jay A. Wolf
 
Robert S. Ellin, an individual
   
Jay A. Wolf, an individual
Date:
May 3, 2007
  Date:
May 3, 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).
11

CUSIP No. 45677V018

 
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
 
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:
May 3, 2007
  Date:
May 3, 2007
 
 
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:
May 3, 2007
   
Date: May 3, 2007
 
         
By: /s/ Robert S. Ellin   By: /s/ Jay A. Wolf
 
Robert S. Ellin, an individual
   
Jay A. Wolf, an individual
Date:
May 3, 2007
  Date:
May 3, 2007
 

 
12

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