fluid_sc13d-091207.htm

0001019687-08-000122.txt : 20080109 0001019687-08-000122.hdr.sgml : 20080109 20080108202156 ACCESSION NUMBER: 0001019687-08-000122 CONFORMED SUBMISSION TYPE: SC 13D PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 20080109 DATE AS OF CHANGE: 20080108 GROUP MEMBERS: INTREPID CAPITAL CORP. GROUP MEMBERS: JEDI CAPITAL CORP GROUP MEMBERS: LANESBOROUGH CAPITAL INC. GROUP MEMBERS: LUXILON CAPITAL LIMITED GROUP MEMBERS: SUNNYDEE FINANCIAL LIMITED GROUP MEMBERS: TORBAY CAPITAL CORP. SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: Fluid Media Networks, Inc. CENTRAL INDEX KEY: 0001368285 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-BUSINESS SERVICES, NEC [7389] IRS NUMBER: 205153378 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D SEC ACT: 1934 Act SEC FILE NUMBER: 005-82010 FILM NUMBER: 08518900 BUSINESS ADDRESS: STREET 1: 5813-A UPLANDER WAY CITY: CULVER CITY STATE: CA ZIP: 90230 BUSINESS PHONE: 310-665-9878 MAIL ADDRESS: STREET 1: 5813-A UPLANDER WAY CITY: CULVER CITY STATE: CA ZIP: 90230 FORMER COMPANY: FORMER CONFORMED NAME: Freedom 20, Inc. DATE OF NAME CHANGE: 20060705 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: Abony Lorne CENTRAL INDEX KEY: 0001401268 FILING VALUES: FORM TYPE: SC 13D BUSINESS ADDRESS: BUSINESS PHONE: 310-665-9878 MAIL ADDRESS: STREET 1: 5813-A UPLANDER WAY CITY: CULVER CITY STATE: CA ZIP: 90230 SC 13D 1 fluid_sc13d-091207.htm SCHEDULE 13D fluid_sc13d-091207.htm

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. ____)*

Fluid Media Networks, Inc.

(Name of Issuer)

Common Stock, par value $0.0001 per share

(Title of Class of Securities)

Not Available

(CUSIP Number)

Jenny Chen-Drake, Esq.

Fluid Media Networks, Inc.

5813-A Uplander Way

Culver City, California

(310) 665-9878

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

September 12, 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 which is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d01(f) or 240.13d-1(g), check the following box o.

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See § 240.13d-7(b) for other parties to whom copies are to be sent.

*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).

SCHEDULE 13D CUSIP No. Not available
1	NAME OF REPORTING PERSONS Lorne Abony I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (entities only)
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ý (b) o
3	SEC USE ONLY
4	SOURCE OF FUNDS
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) o
6	CITIZENSHIP OR PLACE OF ORGANIZATION Canada
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH			7	SOLE VOTING POWER 460,000
			8	SHARED VOTING POWER 12,500,000
			9	SOLE DISPOSITIVE POWER 460,000
			10	SHARED DISPOSITIVE POWER -0-
11		AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 12,960,000
12		CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
13		PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 37.0%
14		TYPE OF REPORTING PERSON IN

SCHEDULE 13D CUSIP No. Not available
1	NAME OF REPORTING PERSONS Jedi Capital Corp. I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (entities only) 000-00-0000
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ý (b) o
3	SEC USE ONLY
4	SOURCE OF FUNDS WC
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 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 -0-
			8	SHARED VOTING POWER 2,500,000
			9	SOLE DISPOSITIVE POWER 2,500,000
			10	SHARED DISPOSITIVE POWER -0-
11		AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 2,500,000
12		CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
13		PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 7.1%
14		TYPE OF REPORTING PERSON CO

SCHEDULE 13D CUSIP No. Not available
1	NAME OF REPORTING PERSONS Intrepid Capital Corp. I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (entities only) 000-00-0000
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ý (b) o
3	SEC USE ONLY
4	SOURCE OF FUNDS WC
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 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 -0-
		8	SHARED VOTING POWER 2,500,000
		9	SOLE DISPOSITIVE POWER 2,500,000
		10	SHARED DISPOSITIVE POWER -0-
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 2,500,000
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 7.1%
14	TYPE OF REPORTING PERSON CO

SCHEDULE 13D CUSIP No. Not available
1	NAME OF REPORTING PERSONS Torbay Capital Corp. I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (entities only) 000-00-0000
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ý (b) o
3	SEC USE ONLY
4	SOURCE OF FUNDS WC
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 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 -0-
		8	SHARED VOTING POWER 2,500,000
		9	SOLE DISPOSITIVE POWER 2,500,000
		10	SHARED DISPOSITIVE POWER -0-
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 2,500,000
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 7.1%
14	TYPE OF REPORTING PERSON CO

SCHEDULE 13D CUSIP No. Not available
1	NAME OF REPORTING PERSONS Luxilon Capital Limited I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (entities only) 000-00-0000
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ý (b) o
3	SEC USE ONLY
4	SOURCE OF FUNDS WC
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 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 -0-
		8	SHARED VOTING POWER 1,666,666.67
		9	SOLE DISPOSITIVE POWER 1,666,666.67
		10	SHARED DISPOSITIVE POWER -0-
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,666,666.67
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 4.7%
14	TYPE OF REPORTING PERSON CO

SCHEDULE 13D CUSIP No. Not available
1	NAME OF REPORTING PERSONS Lanesborough Capital Inc. I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (entities only) 000-00-0000
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ý (b) o
3	SEC USE ONLY
4	SOURCE OF FUNDS WC
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 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 -0-
		8	SHARED VOTING POWER 1,666,666.67
		9	SOLE DISPOSITIVE POWER 1,666,666.67
		10	SHARED DISPOSITIVE POWER -0-
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,666,666.67
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 4.7%
14	TYPE OF REPORTING PERSON CO

SCHEDULE 13D CUSIP No. Not available
1	NAME OF REPORTING PERSONS Sunnydee Financial Limited I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (entities only) 000-00-0000
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ý (b) o
3	SEC USE ONLY
4	SOURCE OF FUNDS WC
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 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 -0-
		8	SHARED VOTING POWER 1,666,666.67
		9	SOLE DISPOSITIVE POWER 1,666,666.67
		10	SHARED DISPOSITIVE POWER -0-
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,666,666.67
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 4.7%
14	TYPE OF REPORTING PERSON CO

Item 1. Security and Issuer.

The classes of security to which this Schedule 13D (this “Schedule”) relates is the Common Stock, par value $0.0001 (the “Common Stock”) of Fluid Media Networks, Inc., a Nevada corporation with its principal offices at 5813-A Uplander Way, Culver City, California 90230 (the “Company”).

Item 2. Identity and Background.

This Schedule is being filed by Jedi Capital Corp. (“Jedi”), Intrepid Capital Corp. (“Intrepid”), Torbay Capital Corp. (“Torbay”), Luxilon Capital Limited (“Luxilon”), Lanesborough Capital Inc. (“Lanesborough”), Sunydee Financial Limited (“Sunnydee”) and Lorne Abony (together, the “Reporting Persons”). The Reporting Persons have entered into a Voting Trust Agreement, dated September 1, 2007, attached to this Schedule as Exhibit 99.1 (which is hereby incorporated by reference). Additionally attached as Exhibit 99.2 is a Joint Filing Agreement, dated September 1, 2007, pursuant to which the Reporting Persons have agreed to file this statement jointly in accordance with the provisions of Rule 13d-1(k)(1) under the Exchange Act.

The principal office and business address of each of Jedi, Intrepid, Torbay, Luxilon, Lanesborough and Sunnydee (the “Entity Reporting Persons”) is 64 Shedden Road, Grand Cayman, Cayman Islands. Each of the Entity Reporting Persons is organized under the laws of the Cayman Islands, and the principal business of each of the Entity Reporting Persons is investments.

Mr. Abony’s business address is 122 Old Forest Hill Road, Toronto, ON M5P 2R9. Mr. Abony is a citizen of Canada.

None of the Reporting Persons has, during the last five years, been (i) convicted in a criminal proceeding (excluding traffic violations and similar misdemeanors), or (ii) a party to a civil proceeding of a judicial or administrative body of a competent jurisdiction as a result of which he, she or it is or was subject to a 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

The Entity Reporting Persons acquired an aggregate of 12,500,000 shares of the Company’s Common Stock through a private sale from the Company, at a sale price of $0.40 per share. Thus, the amount of funds expended by the Entity Reporting Persons to acquire such shares is $5,000,000, in each case using working capital of the Entity Reporting Persons.

Item 4. Purpose of Transaction

The Entity Reporting Persons entered into the transaction for investment purposes. The Entity Reporting Persons do not presently have any plan or proposal which relate to or would result in any of the following: the acquisition or disposition by any person of additional securities of the Company at this time; an extraordinary corporate transaction involving the Company or its subsidiaries; a sale or transfer of a material amount of the Company’s or its subsidiaries’ assets; any material change in the present capitalization or dividend policy of the Company; any other material change in the Company’s corporate structure; any changes to the Company’s charter, bylaws or instruments corresponding thereto which may impede the acquisition of control by any person; causing a class of securities of the Company to be delisted from a national securities exchange or cease to be authorized to be quoted in an inter-dealer quotation system of a registered national securities association; or a class of equity securities of the Company becoming eligible for termination of registration pursuant to section 12(g)(4) of the Securities Exchange Act of 1934. The Company has applied for deregistration of the Company’s equity securities, but there were fewer than 300 holders of record of the Company’s common stock prior to the transaction.

In addition, on September 1, 2007, the Reporting Persons entered into a Voting Trust Agreement, attached hereto as Exhibit 99.1 (the “Voting Trust Agreement”), pursuant to which Mr. Abony may exercise any relevant voting rights under the Company’s common stock held by the reporting persons. Mr. Abony does not presently have any plan or proposal which relate to or would result in any of the following: the acquisition or disposition by any person of additional securities of the Company; an extraordinary corporate transaction involving the Company or its subsidiaries; a sale or transfer of a material amount of the Company’s or its subsidiaries’ assets; any material change in the present capitalization or dividend policy of the Company; any other material change in the Company’s corporate structure; any changes to the Company’s charter, bylaws or instruments corresponding thereto which may impede the acquisition of control by any person; causing a class of securities of the Company to be delisted from a national securities exchange or cease to be authorized to be quoted in an inter-dealer quotation system of a registered national securities association; or a class of equity securities of the Company becoming eligible for termination of registration pursuant to section 12(g)(4) of the Securities Exchange Act of 1934.

Item 5. Interest in Securities of the Issuer

On September 12, 2007, the Entity Reporting Persons acquired an aggregate of 12,500,000 shares of the Company’s Common Stock through a private sale from the Company, at a sale price of $0.40 per share. Of such amount, Jedi, Intrepid, Torbay, Luxilon, Lanesborough and Sunnydee purchased 2,500,000, 2,500,000, 2,500,000, 1,666,666.67, 1,666,666.67 and 1,666,666.67 shares of the Company’s common stock, respectively. The following table sets forth the shares of the Company’s common stock owned by each Reporting Person.

Common Stock

Name and Address of Beneficial Owner	Amount and Nature of Beneficial Ownership			Percent of Class(1)
Name and Address of Beneficial Owner	Sole Power to Dispose	Shared Power to Vote	Total	Percent of Class(1)
Jedi Capital Corp.	2,500,000	2,500,000	2,500,000	7.1%
Intrepid Capital Corp.	2,500,000	2,500,000	2,500,000	7.1%
Torbay Capital Corp.	2,500,000	2,500,000	2,500,000	7.1%
Luxilon Capital Limited	1,666,667.66	1,666,667.66	1,666,667.66	4.7%
Lanesborough Capital Inc.	1,666,667.66	1,666,667.66	1,666,667.66	4.7%
Sunydee Financial Limited	1,666,667.66	1,666,667.66	1,666,667.66	4.7%
Lorne Abony	460,000(2)	12,960,000(2)	12,960,000(2)	37.0%

(1)	Based on 35,235,049 shares of the Company’s common stock issued and outstanding, both as of September 1, 2007 and as of the date hereof.

(2)	Includes options presently exercisable into 60,000 shares of Common Stock at $2.00 per share.

Except as noted herein, the Reporting Persons have not effected any other transactions in the Issuer's securities within sixty (60) days preceding the date hereof.

Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer

Pursuant to the terms and conditions of the Voting Trust Agreement, the Entity Reporting Persons granted a proxy covering an aggregate of 12,500,000 shares of the Company’s common stock (the “Trust Shares”) to Mr. Abony. Of such amount, Jedi, Intrepid, Torbay, Luxilon, Lanesborough and Sunnydee were the record owners of 2,500,000, 2,500,000, 2,500,000, 1,666,666.67, 1,666,666.67 and 1,666,666.67, respectively, of the Trust Shares.

Under the terms of the Voting Trust Agreement, each of the Entity Reporting Persons has irrevocably and unconditionally agreed to exercise or to procure the exercise of the voting rights attaching to the Trust Shares in accordance with Mr. Abony’s instructions from time to time. In addition, the Entity Reporting Persons appointed Mr. Abony as their attorney-in-fact, for the purpose of exercising any voting rights attaching to the Trust Shares in accordance with Mr. Abony’s instructions, including, without limitation, receiving notices of and appointing a corporate representative to attend and vote at all meetings of the shareholders of the Company and authorizing Mr. Abony to complete and return proxy forms, consents and any other document required to be signed by the holders of the Trust Shares. The Voting Trust Agreement expires upon the earlier of the sale of any Trust Shares by any of the Entity Reporting Persons or on the written notice of the Entity Reporting Persons requesting the termination of the Voting Trust Agreement.

Item 7. Material to Be Filed as Exhibits

Exhibit 99.1 Voting Trust Agreement among Jedi Capital Corp., Intrepid Capital Corp., Torbay Capital Corp., Luxilon Capital Limited, Lanesborough Capital Inc., Sunydee Financial Limited and Lorne Abony, dated as of September 1, 2007.

Exhibit 99.2 Joint Filing Agreement among Jedi Capital Corp., Intrepid Capital Corp., Torbay Capital Corp., Luxilon Capital Limited, Lanesborough Capital Inc., Sunydee Financial Limited and Lorne Abony, dated as of September 1, 2007.

Signature

After reasonable inquiry and to the best of the undersigned's knowledge and belief I certify that the information set forth in this statement is true, complete and correct.

Dated: January 8, 2008	By:


	JEDI CAPITAL CORP.


	/s/ Scott Elphinstone Authorised Signatory



	INTREPID CAPITAL CORP.


	/s/ Pauline Greene Authorised Signatory



	TORBAY CAPITAL CORP.


	/s/ Scott Elphinstone Authorised Signatory



	LUXILON CAPITAL LIMITED


	/s/ Monica Watler Authorised Signatory



	LANESBOROUGH CAPITAL INC.


	/s/ Eunice Morris Authorised Signatory



	SUNNYDEE FINANCIAL LIMITED


	/s/ Nadine Rivers Authorised Signatory



	/s/ Lorne Abony Lorne Abony

EX-99.1 2 fluid_sc13d-ex9901.htm EXHIBIT 99.1 fluid_sc13d-ex9901.htm

Exhibit 99.1

VOTING TRUST AGREEMENT

This Agreement in made as of the 1st day of September, 2007 Between:

(1)

Jedi Capital Corporation ("Jedi") and Intrepid Capital Corporation ("Intrepid") and Torbay Capital Corporation ("Torbay"), and Luxilon Capital Limited ("Luxilon") and Lanesborough Capital Inc. ("Lanesborough") and Sunnydee Financial Limited ("Sunnydee") , all c/o Five Continents Financial Limited, 4th Floor, Anderson Square, 64 Shedden Road, P.O. Box 30715SMB, Grand Cayman, Cayman Islands (collectively the "Corporations"); and

(2)

Lorne K. Abony, 122 Old Forest Hill Road, Toronto, Ontario, Canada M5P 2R9("LA")

Background

(A)

The Corporations are the registered holders of 12,500,000 common shares (the"Shares") in the capital of Fluid Media Networks, Inc. (the "Company") as follows:

(i)	Jedi	2,500,000 shares
(ii)	Intrepid	2,500,000 shares
(iii)	Torbay	2,500,000 shares
(iv)	Luxilon	1,666,666.66 shares
(v)	Lanesborough	1,666,666.66 shares
(vi)	Sunnydee	1,666,666.66 shares

(B)

In this Agreement, references to the "Relevant Shares" means the Shares together with any other shares in the capital of the Company attributable to or derived from them.

(C)

The Corporations have agreed to act in accordance with the instructions of LA in respect of the exercise of all voting rights attaching to the Relevant Shares, on the terms and conditions hereinafter set forth.

1. Voting Undertaking

The Corporations hereby irrevocably and unconditionally agree during the term of this Agreement to exercise or to procure the exercise of the voting rights attaching to the Relevant Shares in accordance with LA's instructions from time to time.

2. Further assurance

The Corporations hereby appoint LA as their attorney for the purpose of exercising any voting rights attaching to the Relevant Shares in accordance with LA's instructions including, without limitation, receiving notices of and appointing a corporate representative to attend and vote at all meetings of the shareholders of the Company and in order to enable LA to exercise such powers the Corporations hereby authorize the Company to send any notices in respect of the Relevant Shares to LA and authorizes LA to complete and return proxy forms, consents and any other document required to be signed by the holder of the Relevant Shares.

3. Indemnity

LA agrees to indemnify the Corporations against all actions, claims, demands and proceedings taken or made against the Corporations and all costs, damages, expenses, liabilities and losses incurred by the Corporations as a result of or in connection with the exercise by him of his voting rights under this Agreement.

4. Term

This Agreement shall be binding until the earlier of such time as the Corporations deliver written notice of termination to LA by personal delivery or by confirmed email or fax to the last known email or fax address for LA, or the sale of the Relevant Shares by one or more of the Corporations.

5. Waivers

Any term hereof may be amended or waived with the written consent of LA and the Corporations.

6. Severability

If one or more provisions of this Agreement are held to be unenforceable under applicable law, the parties agree to renegotiate such provision in good faith. In the event that the parties cannot reach a mutually agreeable and enforceable replacement for such provision, then (i) such provision shall be excluded from this Agreement, (ii) the balance of this Agreement shall be interpreted as if such provision were so excluded and (iii) the balance of this Agreement shall be enforceable in accordance with its terms.

7. Counterparts

This Agreement may be executed in counterparts, by original or facsimile signature, each of which shall be deemed an original and all of which together shall be deemed to constitute one original instrument.

8. Governing law and submission to jurisdiction

This Agreement (and any dispute, controversy, proceedings or claim of whatever nature arising out of or in any way relating to this agreement) shall be governed by and construed in accordance with the law of Ontario, Canada. Each of the parties to this Agreement irrevocably agrees that the Courts of Ontario, Canada shall have nonexclusive jurisdiction to hear and decide any suit, action or proceedings, and/or to settle any disputes that may arise out of or in connection with this Agreement and, for these purposes, each party irrevocably submits to the jurisdiction of the courts of Ontario, Canada.

In witness whereof, this Agreement has been executed and delivered as a deed as of the date first above written.

Executed as a Deed by Jedi Capital Corporation acting by:	) ) )
	/s/ Scott Elphinstone Authorised Signatory

Executed as a Deed by Intrepid Capital Corporation acting by:	) ) )
	/s/ Pauline Greene Authorised Signatory

Executed as a Deed by Torbay Capital Corporation acting by:	) ) )
	/s/ Scott Elphinstone Authorised Signatory

Executed as a Deed by Luxilon Capital Limited acting by:	) ) )
	/s/ Monica Watler Authorised Signatory

Executed as a Deed by Lanesborough Capital Inc. acting by:	) ) )
	/s/ Eunice Morris Authorised Signatory

Executed as a Deed by Sunnydee Financial Limited acting by:	) ) )
	/s/ Nadine Rivers Authorised Signatory

Executed as a Deed by Lorne K. Abony in the presence of	) ) )
	/s/ Lorne K. Abony

Signature of witness: ______________________

Name: ______________________

Address: ______________________

______________________

Occupation: ______________________

EX-99.2 3 fluid_sc13d-ex9902.htm EXHIBIT 99.2 fluid_sc13d-ex9902.htm

Exhibit 99.2

Joint Filing Agreement

In accordance with Rule 13d-1(k) promulgated under the Securities Exchange Act of 1934, as amended, each of the persons named below agrees to the join t filing of this Schedule 13D, including amendments thereto, with respect to the shares of C ommon Stock, par value $0. 000 1 per share of Fluid Media Networks , Inc. and further agrees that this Joint Filing Agreement be filed with the Securities and Exchange Commission as an exhibit to such filing; provided, however, that no person shall be responsible for the completeness or accuracy of the information concerning the other persons making the filing unless such person knows or has reason to believe such information is inaccurate (as provided in Rule 13d-1(k)(1)(ii)). This Joint Filing Agreement may be executed in one or more counterparts, all of which together shall constitute one and the same instrument.

IN WITNESS WHEREOF, the persons named below have executed this Joint Filing Agreement as of the date set forth below.

Dated: January 8, 2008	By:


	JEDI CAPITAL CORP.


	/s/ Scott Elphinstone Authorised Signatory




	INTREPID CAPITAL CORP.


	/s/ Pauline Greene Authorised Signatory




	TORBAY CAPITAL CORP.


	/s/ Scott Elphinstone Authorised Signatory

	LUXILON CAPITAL LIMITED


	/s/ Monica Watler Authorised Signatory




	LANESBOROUGH CAPITAL INC.


	/s/ Eunice Morris Authorised Signatory




	SUNNYDEE FINANCIAL LIMITED


	/s/ Nadine Rivers Authorised Signatory





	/s/ Lorne Abony Lorne Abony