UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                   FORM 10-KSB

(Mark One)

|X|   ANNUAL REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF
      1934

For the fiscal year ended December 31, 2005

|_|   TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
      EXCHANGE ACT OF 1934.

                        Commission file number 333-97385

                             InfoSearch Media, Inc.
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                 (Name of small business issuer in its charter)

               Delaware                                  90-0002618
--------------------------------------------------------------------------------
      (State or other jurisdiction                    (I.R.S. Employer
    of incorporation or organization)                Identification No.)


4086 Del Rey Avenue, Marina Del Rey, California             90292
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   (Address of principal executive offices)               (Zip Code)

                                 (310) 437-7380
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              (Registrant's telephone number, including area code)

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              (Former name, former address and former fiscal year,
                         if changed since last report)

Securities Registered Pursuant to Section 12(b) of the Act:  None.

Securities Registered Pursuant to Section 12(g) of the Act:  None.

Check whether the issuer is not required to file reports  pursuant to Section 13
or 15(d) of the Exchange Act. |_|

Check  whether the Issuer (1) filed all reports  required to be filed by Section
13 or 15(d) of the  Exchange  Act during the past 12 months (or for such shorter
period that the registrant was required to file such reports),  and (2) has been
subject to such filing requirements for the past 90 days. |X| Yes |_| No

Check if there is no disclosure of delinquent  filers in response to Item 405 of
Regulation S-B contained in this form, and no disclosure  will be contained,  to
the  best  of  registrant's   knowledge,  in  definitive  proxy  or  information
statements  incorporated  by  reference  in Part III of this Form  10-KSB or any
amendment to this Form 10-KSB. |_|

Indicate by check mark whether the  registrant is a shell company (as defined in
Rule 12b-2 of the Exchange Act). |_| Yes |X| No

Issuer's revenues for the fiscal year ended December 31, 2005 were approximately
$9,364,401.

The aggregate market value of the voting and non-voting common equity stock held
by  non-affiliates  of the Issuer,  based on the average bid and asked prices on
the  Over  the  Counter  Bulletin  Board on  March  20,  2006 was  approximately
$16,786,367.

The number of shares outstanding of the issuer's common stock,  $0.001 par value
("Common Stock"),  as of the latest  practicable  date:  42,277,775 shares as of
March 8, 2006.

                       DOCUMENTS INCORPORATED BY REFERENCE
None.

Transitional Small Business Disclosure Format (Check one): |_| Yes |X| No

<PAGE>

                                TABLE OF CONTENTS
<TABLE>
<CAPTION>

<S>     <C>                                                                                                         <C>
PART I

   ITEM 1.      DESCRIPTION OF BUSINESS..............................................................................1
   ITEM 1A.     RISK FACTORS.........................................................................................9
   ITEM 2.      DESCRIPTION OF PROPERTY.............................................................................19
   ITEM 3.      LEGAL PROCEEDINGS...................................................................................19
   ITEM 4.      SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.................................................19

PART II

   ITEM 5.      MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS............................................19
   ITEM 6.      MANAGEMENT'S DISCUSSION AND ANALYSIS OF OPERATIONS AND FINANCIAL CONDITION..........................21
   ITEM 7.      FINANCIAL STATEMENTS................................................................................25
   ITEM 8.      CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE................26
   ITEM 8A.     CONTROLS AND PROCEDURES.............................................................................26

PART III

   ITEM 9.      DIRECTORS AND EXECUTIVE OFFICERS....................................................................26
   ITEM 10.     EXECUTIVE COMPENSATION..............................................................................29
   ITEM 11.     SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND   MANAGEMENT....................................33
   ITEM 12.     CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS......................................................34
   ITEM 13.     EXHIBITS............................................................................................35
   ITEM 14.     PRINCIPAL ACCOUNTANT FEES AND SERVICES..............................................................36

   EXHIBIT INDEX ...................................................................................................38

   FINANCIAL STATEMENTS............................................................................................F-1
</TABLE>

<PAGE>

Forward-Looking Statements

This Annual Report on Form 10-KSB includes forward-looking statements within the
meaning of Section  27A of the  Securities  Act of 1933 and  Section  21E of the
Securities Exchange Act of 1934. These statements relate to future events or our
future financial  performance and are not statements of historical fact. In some
cases, you can identify forward-looking statements by terminology such as "may,"
"will,"  "should,"  "expect,"  "plan,"  "anticipate,"   "believe,"   "estimate,"
"predict,"  "potential,"  "objective,"  "forecast,"  "goal" or  "continue,"  the
negative of such terms, or other  comparable  terminology.  These statements are
only predictions,  and actual events or results may differ materially.  Although
we believe that the expectations reflected in the forward-looking statements are
reasonable, we cannot guarantee future results, levels of activity,  performance
or achievements; and in all cases, such statements are subject to our ability to
secure  sufficient  financing or to increase revenues to support our operations.
In this regard,  our business and operations  are subject to  substantial  risks
that  increase  the  uncertainty  inherent  in  the  forward-looking  statements
contained in this Form  10-KSB.  In  evaluating  our  business,  you should give
careful consideration to the information set forth in our registration statement
on Form SB-2/A filed with the Securities  Exchange  Commission on March 23, 2006
and the other information set forth herein.

The  inclusion  of the  forward-looking  statements  should not be regarded as a
representation by us, or any other person, that such forward-looking  statements
will be  achieved.  We  undertake  no duty to update any of the  forward-looking
statements, whether as a result of new information,  future events or otherwise.
In light of the foregoing,  readers are cautioned not to place undue reliance on
the forward-looking statements contained in this report.

                                     PART I

Item 1.  Description of Business

Business Overview

InfoSearch  Media,  Inc.  ("InfoSearch" or the "Company") is a Los Angeles-based
global  developer  of  content-based  search  marketing  solutions  that support
non-paid (non-paid search results are those results that the search engines find
on the world wide web as opposed to those  listings for which  companies pay for
placement)  search  marketing  initiatives  of its clients.  We have two primary
revenue  producing  programs,  ContentLogic  and  ArticleInsider.   Through  our
ContentLogic  program we deliver,  through sale or license  agreements,  branded
original  content for use on our  client's  web sites.  Utilizing  sophisticated
content and keywords  analytics,  content developed in the ContentLogic  program
drives traffic to the client's  website through improved search engine rankings.
Further,  the  ContentLogic  content  provides  an  environment   engineered  to
stimulate a sale through the use of content focused on the client's products and
services. We derive revenue from this program through either the sale or license
of the content.  While many of our small to medium sized business clients prefer
the  month-to-month  leasing  option over the  purchase  alternative  because it
provides a lower  upfront  cost  without a long term  commitment,  larger  firms
generally prefer the outright purchase of the content.  We are actively pursuing
both methods and instituting a dedicated team to focus on the larger clients.

Our  ArticleInsider  program was designed to target clients desiring to increase
and improve traffic to the client's existing website by providing to such client
highly qualified leads. Using the same content development and keyword analytics
development process utilized for ContentLogic, content is written for clients in
the form of a general  informational  article  focused on the client's  business
topic.  The  article  is  placed  on  the  ArticleInsider   website  located  at
www.articleinsider.com.   Clients  sponsor  an  advertising  link  placed  in  a
prominent  location on the article  through which the client  receives  screened
traffic leads to their  websites.  We receive  revenues for such services in the
cost per click ("CPC") method. In May 2005, we began selling our traffic through
our proprietary  bidding software which distributes traffic to clients according
to relative bid rates. At the same time, we established an affiliate  program as
part of our ArticleInsider program in order to supplement the traffic we receive
to the ArticleInsider  website. We derive revenues from the affiliate program on
a CPC basis  through  the sale of  visitor  traffic  purchased  by us from other
online  advertising  companies and tested  through our  proprietary  click-fraud
prevention  software.  The final component of the ArticleInsider  program is our
partnership  with  Google  wherein  Google  pays us fees  for  clicks  on  links
sponsored by Google and displayed on the ArticleInsider web site.

                                       1
<PAGE>


On  December  31,   2004,   Trafficlogic,   Inc.,   a   California   corporation
("Trafficlogic") merged with MAC Worldwide,  Inc. ("MAC"); the surviving company
changed  its  name  to  InfoSearch  Media,  Inc.   ("InfoSearch  Media"  or  the
"Company"). Such merger consisted of three related transactions:  (1) the merger
(the "Merger") of Trafficlogic  with and into a newly organized and wholly-owned
subsidiary of MAC, Trafficlogic Acquisition Corp., a Delaware corporation, which
later  changed  its name to  Trafficlogic,  Inc.  ("Acquisition  Sub");  (2) the
disposition of MAC's  wholly-owned  operating  subsidiary,  Mimi & Coco, Inc., a
Canadian corporation ("Mimi & Coco") (the "Split-Off"); and (3) the closing of a
private placement offering of common stock, par value $0.001 per share (the "our
common stock") (the "Private Placement  Transaction").  The current officers and
directors of the Company are listed on page 26.

Our principal  executive offices are located at 4086 Del Rey Avenue,  Marina Del
Rey, California 90292. Our telephone number is (310) 437-7380.

ContentLogic

The ContentLogic  program was launched in late 2004.  Through this program,  the
Company delivers,  through sale or license agreements,  branded original content
for use on client's  web sites.  Utilizing  sophisticated  content and  keywords
analytics,  content developed in the ContentLogic  program drives traffic to the
client's  website through  improved  search engine  rankings.  The  ContentLogic
content  provides an environment  engineered to stimulate a sale through the use
of content focused on the client's products and services.

The Company  develops  the content  through  its  network of  approximately  200
copywriters. The Company closely manages this network of independent contractors
and  continually  screens the quality of their work with the goal of  constantly
upgrading the overall  talent level and breadth of knowledge  maintained  within
the network.  New copywriters  are hired on a regular basis to replace  existing
writers or augment the talent pool after a careful screening process.

When the program was launched in late 2004,  the Company sold the content to its
clients.  This was changed to add an annual  licensing  model  during the second
quarter of 2005 and was further  modified  in the third  quarter of 2005 to also
provide for the licensing of the content  pursuant to  month-to-month  licensing
agreements.  Going forward,  we plan to derive revenue from this program through
both the sale and  license of content.  While many of our small to medium  sized
business  clients  prefer the  month-to-month  leasing  option over the purchase
alternative  because  it  provides  a lower  upfront  cost  without  a long term
commitment,  larger firms generally prefer the outright purchase of the content.
We are actively  pursuing both methods and instituting a dedicated team to focus
on the larger clients.

ArticleInsider

Our  ArticleInsider  program was designed to target clients desiring to increase
and  improve  traffic to the  client's  existing  website by  providing  to such
clients highly  qualified  leads.  Using the same network of  approximately  200
copywriters and content  development and keyword analytics  development  process
utilized  for  ContentLogic,  content  is written  for  clients in the form of a
general  informational  article focused on the client's business topic. Articles
are placed on the  ArticleInsider  website  located  at  www.articleinsider.com,
which  currently  contains  approximately  60,000  articles.  Clients sponsor an
advertising  link placed in a prominent  location on the articles  through which
the client receives traffic leads to their websites. Internal analysis has shown
that users  clicking on a  sponsored  ad  embedded  within the article  leads to
higher conversion rates by the client.

During the second quarter of 2005, the Company established an affiliate strategy
as part of its  ArticleInsider  program in order to  supplement  the  traffic it
received to the ArticleInsider website. As part of this program, the Company has
developed  relationships with numerous providers of search traffic and carefully
screens the  traffic  based on  keywords  and  through the use of the  Company's
proprietary  anti-click  fraud  software.  The traffic is screened to  eliminate
clicks  generated  by  software  programs  which  may now  exist or which may be
developed in the future that artificially  generate Internet searches or clicks.
We do this to insure that we send viable search  traffic to InfoSearch  merchant
advertisers.

                                       2
<PAGE>

The Company derives revenues from both components of the ArticleInsider  program
on a CPC basis.  In May 2005, the Company began selling its traffic  through the
Company's  proprietary  bidding  software which  distributes  traffic to clients
according to relative bid rates.

Also as part of the ArticleInsider  program, the Company maintains a partnership
with Google's Adsense program. As part of this partnership, the Company displays
Google Adsense  advertisements on the articles  contained on  ArticleInsider.com
and Google pays the Company fees for clicks on those advertisements.

Industry Overview

Internet search and online  advertising  are  experiencing  significant  growth.
Search is the second most popular  activity on the Web, behind only email,  with
more  than 550  million  searches  performed  daily  worldwide  and 245  million
searches  performed  in the  United  States.  According  to U.S.  Bancorp  Piper
Jaffray,  the  global  market  for  performance-based   advertising  and  search
marketing,  such as  pay-per-click  listings and paid inclusion,  will grow from
approximately $1.4 billion in 2002 to approximately  $21.7 billion in 2010. This
growth  in the  importance  of  search  marketing  has led many  advertisers  to
dramatically  increase  their level of  advertising  investment in  search-based
promotional  methods.  In addition,  U.S.  Bancorp Piper  Jaffray  predicts that
online advertising in the United States will represent approximately 6% of total
advertising  spending in 2008 compared to approximately 2% of total  advertising
spending in 2003.

This growth in search is fueled by the increased acceptance of the Internet as a
commerce/marketing  medium,  the rapid  expansion  of early stage  international
markets, the growth of overall Internet usage and broadband Internet access, and
by the advertiser's realization of the cost-effectiveness of search advertising.
This growth may create  future  opportunities  to generate  revenues and profits
through the introduction of new search engine-related marketing products.

Key Growth Drivers

      o     Increased  E-Commerce  - The  growth  in  search  revenues  has been
            proportional  to growth  in  e-commerce.  As  consumers  migrate  to
            Internet-based   purchasing,   advertisers  seek  to  promote  their
            products or services using Internet  methods,  the most effective of
            which has proven to be search(1).  If Internet sellers dedicate even
            10% of revenues toward  Internet  marketing and  advertising,  as is
            typical of traditional merchants,  search advertising  opportunities
            should  expand  tremendously.  In fact,  U.S.  Bancorp Piper Jaffray
            projects total e-commerce spending to top $150 billion in 2007.

      o     Growth of the Internet and Broadband  Access - The organic growth of
            the  Internet  has created a domestic  audience  rivaling the use of
            television.  This  large  audience  provides  a source of  potential
            customers  for  merchants and a massive  source of  advertising  and
            marketing  dollars  for those  firms  interested  in  search  engine
            marketing.  This audience is not only growing in size but increasing
            its  time  spent  on the  Internet  due to the  increased  usage  of
            broadband Internet access.

      o     Increased  Acceptance  of Search as a Powerful  Marketing  Channel -
            Although search was once considered only a method for Internet users
            to locate  information,  its potential as a marketing  tool has been
            quickly  realized.  The growth of those  companies  offering  search
            engine marketing  services is demonstrative of the realization among
            advertisers of the power of search as a business acquisition medium.
            However,  search  marketing still represents a small portion of most
            advertising budgets and has a very strong growth potential.

      o     International Market Expansion - Most international Internet markets
            are still in the very early  stages of  development.  U.S.  Internet
            penetration  rates are close to 65%,  compared to approximately a 6%
            penetration   in   the   international   population   (2).   As  the
            international market begins to approach the domestic market in terms
            of penetration,  new monetization  opportunities  are expected to be
            created,  including  strong  e-commerce and search engine  marketing
            opportunities.

      o     Cost Effectiveness/High Return on Investment - Due to its relatively
            low cost and high conversion  rates,  search based marketing  offers
            advertisers  a high return on  investment  compared  to  traditional
            marketing  vehicles.  Forms of advertising  such as the yellow pages
            can  cost  more  than $1 per  customer  lead  compared  to $.35  per
            customer lead for Overture's paid listings (3).

                                       3
<PAGE>

            1     US Bancorp Piper Jaffray Equity Research, "The Golden Search"

            2.    US Bancorp Piper Jaffray Equity Research, "The Golden Search"

            3.    US Bancorp Piper Jaffray Equity Research, "The Golden Search"

Opportunity

Despite the significant  growth in the search industry,  several problems in the
industry  have not been  addressed  adequately  by the majority of search engine
marketing companies including:

      o     Placement  competition due to the concentration of search traffic is
            leading to rising costs of effective paid listing keywords, limiting
            smaller businesses access to paid listings;

      o     Difficulty  maintaining  high  rankings  in unpaid  listings,  which
            represent a large portion of search traffic;

      o     Low  return  on  investment   due  to  excessive  CPC  charges  from
            uninterested searchers; and

      o     Poor conversion/low close rates due to low quality traffic.

The Company's unique  content-based  products delivered through its ContentLogic
and  ArticleInsider  programs provide a solution to these problems by leveraging
the Company's content development expertise to deliver to businesses sustainable
access to the unpaid  portion of search  listings  with  screened  leads,  above
average  click-through  rates and a price point that is below the current market
average.

Future Market Trends

InfoSearch  Media is uniquely  positioned to benefit from major trends that will
shape the  future of the search  engine  world.  The  recent  success of Yahoo /
Overture  and Google has proven  that search  listings  can be  translated  into
significant  revenue streams generating high levels of advertising  satisfaction
and return on investment for customers.

Most  engines  only  display 3 to 5 paid  listings out of 20 or more per page of
search  results,  leaving  a large  amount  of room  for the  expansion  of paid
listings.  Furthermore, search rates, which average approximately $.35 per lead,
should eventually  increase to match those of other forms of advertising such as
Yellow Pages, which currently average approximately $1.00 per lead. In addition,
less than 1% of the more than 12 million  small  businesses in the United States
currently  use  search as method of  customer  acquisition,  presenting  another
opportunity to expand the size of the paid listings and paid inclusion markets.

InfoSearch  Media's search engine marketing  service will benefit  significantly
from  any  future  increases  in  volume  and  prices  of  search   advertising,
particularly in the small business segment.

The Rise of Relevance

It was once thought that as users became  increasingly  knowledgeable  about the
location of  information  throughout  the Internet,  search engines would become
obsolete with users accessing the web through  specific  websites or through the
channels of an Internet portal. However, users have become more focused on quick
and relevant search results and search engines have evolved to meet this demand,
creating listing parameters that produce only the targeted  information the user
desires.

InfoSearch Media's  content-based  services align perfectly with this trend. The
Company's  content  may  appeal to search  engines  looking  for  fresh,  highly
relevant  information  because  the  primary  purpose  of a search  engine is to
deliver the most relevant,  informative  and useful  information to their users.
Such search engines therefore have an incentive to place the best content at the
top of their  indexes and it is our belief  that as  InfoSearch  Media's  writer
talent increases,  and as the quality of our content improves,  our goals become
more and more  aligned  with  those of the  search  engines.  The result of this
synergy is that users,  advertisers,  search  engines and  InfoSearch  Media all
receive equal benefit from our model.

                                       4
<PAGE>

International Market Development

International  Internet traffic is already  significantly  larger in volume than
domestic Internet traffic,  with approximately 400 million Internet users abroad
compared to close to 160 million in the United  States.  In addition,  currently
there are  approximately  305 million searches  occurring  outside of the United
States daily,  growing at an annual rate of 20%. At this pace, the international
market for search  marketing  services may soon eclipse the size of the domestic
opportunity. This trend is amplified by the major portals and Internet companies
adopting  international  models offering  increased search and Internet services
abroad.

Although this market does not currently have the  monetization  potential of the
domestic  opportunity,  the growth  rate of  monetization  in the  international
markets  is much  faster  than  in the  United  States.  Currently  the  largest
international  Internet  markets  are Japan,  Germany,  Korea,  United  Kingdom,
France,  Italy and Spain.  However,  it is likely  that  within the next  decade
China, India and Latin America will provide  opportunities that shall exceed the
current  largest  international  markets in size.  U.S.  Bancorp  Piper  Jaffray
estimates that international Internet search revenues were $200 million in 2003,
growing to $1.9 billion by 2007.

InfoSearch  Media's services are easily expandable to an international  customer
base and would benefit from  increased use of search engines and e-commerce at a
multinational level.

High Concentration

More than 80% of all  searches in the United  States are provided by four search
engines:  Google,  Yahoo!,  MSN and AOL. These four are likely to retain or gain
market share based upon an increased focus on promoting  their search  products,
increasing their overall traffic, and improving their search technologies.

This oligopoly of market participants  simplifies  InfoSearch Media's efforts to
rank high among all major  search  engines by giving us the ability to focus our
network's development on only four search engines responsible for 80% or more of
all search traffic.

Business Strategy

InfoSearch  Media's  business  strategy  focuses on building its client base for
both  ContentLogic  and  ArticleInsider  programs.  The  Company  currently  has
approximately  4,000 clients in its ArticleInsider  program and 1,400 clients in
its ContentLogic program.

ArticleInsider  clients deposit funds into a deferred  revenue  account.  As the
traffic is  distributed  through  the  ArticleInsider  web site or  through  the
ArticleInsider  affiliate  program  to the  Company's  clients,  the  bidded  or
contracted CPC amount is recognized as revenue. Total click-throughs are defined
as the number of unique users that click on an  advertisement  or search result.
Also, as part of this program,  the Company has  established a partnership  with
Google through which Google pays the Company fees for clicks on links  sponsored
by Google and displayed on the  ArticleInsider  web site. The Company recognizes
the revenue  generated from this service as reported by Google to the Company at
the end of each month.

For its ContentLogic  program, the Company derives revenue through the licensing
and sale of content to our  customers.  The Company  intends to  concentrate  on
building its base of licensing agreements and sales of content to both the small
to medium business market and the large industry players.

                                       5
<PAGE>

Uniqueness of Service

Several  factors make the services  provided by  InfoSearch  Media unique in the
search engine advertising space.

      o     Content  Based  Model -  InfoSearch  Media's  model is unique in the
            search  engine  marketing  space.  Instead of simply  including  its
            clients'  sites  in  highly   trafficked   search  engines   through
            partnering  with the  major  engines  or by using  deceptive  search
            engine   optimization   techniques,   InfoSearch  Media  focuses  on
            generating  unique,  relevant and high-quality  online content which
            improves search engine ranking and traffic.

      o     Conversion  Rates - Internal  research  indicates  that the internet
            traffic that  InfoSearch  Media drives to its client's sites through
            the use of InfoSearch  developed  content has a demonstrably  higher
            conversion  rate than existing  practices or services.  This results
            because  searchers  visiting  InfoSearch  Media's clients'  websites
            utilizing  content  developed  for them by  InfoSearch  view  highly
            targeted  keyword-based  content tailored to the client's underlying
            business.  As a result, those visitors arriving on the client's site
            are more likely to make a purchase.

      o     Solution for Dynamically  Generated Sites - Many companies  offering
            their products and services on the Internet  maintain  websites with
            large amounts of dynamic content which is difficult for major search
            engines to find due to the low visibility of such content to many of
            the popular  search  engines'  search  listing  parameters.  Because
            InfoSearch Media's  keyword-based  content model provides a solution
            easily found by the search engine spiders,  major search engines are
            far more likely to find and index the client's websites.

      o     Major Engine Coverage - InfoSearch Media's clients typically receive
            a large portion of their traffic from Google,  Yahoo!,  MSN and AOL.
            These  four  sites  account  for a large  majority  of all  searches
            performed on the  Internet.  InfoSearch  Media's  ability to develop
            content that ranks highly with the major search engines represents a
            unique approach to generating  qualified  traffic for its customers.
            Rather than using deceptive  techniques,  like doorway pages (a page
            designed to trick search  engines into  thinking  that the site is a
            focused on a topic other than the actual topic in an effort to trick
            people into visiting  their  websites) and link farms  (technique to
            artificially create links to a particular  website,  which is one of
            the key  determinants  to ranking in the search  engines) which have
            become  standard  with other search engine  optimization  companies,
            InfoSearch  Media  produces  content which clients  utilize on their
            websites to  dramatically  improve their search  engine  ranking and
            drive high volumes of relevant internet traffic.

Target Markets

InfoSearch  Media has  developed  four major target  markets that the Company is
either  currently  focusing  on or that it  intends  to focus on in the  future.
Management  believes  that these four target  markets will enable us to maintain
our unique competitive position while significantly expanding our client base.

      o     Current Paid  Listings  Customers - Our largest  source of potential
            clients are those companies  currently using other methods of online
            advertising,   specifically   those  who  are  using  search  engine
            marketing  techniques that are similar to those provided by us. This
            market  group is  familiar  with  search  engine  marketing  and its
            benefits,  making  them  amenable  to  InfoSearch  Media's  services
            especially  at our  discounted  price.  This  group is  expected  to
            continue to be important to our customer  acquisition strategy going
            forward.

      o     Small to  Medium  Businesses  - Of the 12  million  small to  medium
            businesses in the United  States,  less than 1% currently use search
            as method of customer acquisition.  These small to medium businesses
            present a customer  acquisition  opportunity  for us.  Such small to
            medium  businesses  are massive in numbers,  largely  ignored by the
            larger  providers  of search  engine  marketing  services  and often
            overshadowed by the larger competitors in their space when they must
            compete in an auction  format.  Because we  specifically  target the
            small to medium business market,  we feel we are positioned to offer
            this  market a higher  level of customer  service  and  personalized
            attention than larger online advertising  services.  These potential
            clients  are also  ideal  for the  Company's  ContentLogic  service,
            because  small  to  medium  sized  businesses  often do not have the
            resources to hire  internal  copywriters  and website  developers to
            drive traffic to their sites.

                                       6
<PAGE>

      o     Niche Business  Sectors - Niche  business  sectors are those sectors
            that offer a unique product or service that is not readily available
            to  consumers  and  often  can only be found  by  consumers  online.
            Although these products and services are often difficult to find and
            are not  typical  consumer  offerings,  a  strong  demand  for  such
            products and services exists making these specialty businesses ideal
            candidates  for  search  engine  marketing.  Similar to the small to
            medium size  businesses,  the niche sector is largely ignored by the
            large  search  engine  marketing   companies  and  therefore  offers
            InfoSearch Media a significant revenue opportunity.

      o     Large Scale  Content  Opportunities  - Large  established  firms are
            increasingly  realizing the  importance of online  marketing.  While
            they frequently have the resources to provide our services in-house,
            they understand that it is not their core competence and are open to
            outside  service  providers.  We are  pursuing  these large firms to
            provide  content on a large-scale,  contractual  basis.  The Company
            plans to actively target this sector going forward, as we believe it
            will  provide an  additional  method to leverage the strength of our
            team of copywriters and will potentially  constitute a large portion
            of the Company's revenues.

Sales, Marketing, Advertising and Promotion

As of December 31, 2005, we had 28 full-time  employees in our sales department.
The Company's sales  department  currently  focuses on adding new clients to its
ContentLogic  and  ArticleInsider  programs.  Advertising  and  promotion of our
services is broken into two main categories: direct sales and online promotion.

      o     Direct  Sales:   The  Company's   sales  staff  targets  new  client
            relationships  through  telesales  efforts,  direct  marketing,  and
            attendance and sponsorship at various trade shows and conferences.

      o     Online  Promotion:  InfoSearch Media engages in certain  advertising
            and direct marketing  focused on acquiring new merchant  advertisers
            and new distribution partners through online promotional methods.

The Company  intends to continue its strategy of growing its client base through
sales  and  marketing  programs  and is  reviewing  more  scalable  methods  and
partnerships  with  the  goal  of  increasing  its  client  base.   Further,  we
continually  evaluate our marketing and  advertising  strategies to maximize the
effectiveness of our programs and their return on investment.

Competition

To our knowledge,  InfoSearch Media is the only company exclusively dedicated to
providing  content-based  marketing  solutions to increase lead  generation from
unpaid  search  listings.  Nonetheless,  while our  content-based  solutions are
unique,  there are other companies that use similar techniques in different ways
to increase  traffic leads and  conversion  rates.  About.com is an example of a
content-type  site that leverages a large amount of specialty writers to help it
generate ad revenue. It does not, however,  sell content to other companies.  In
contrast,  Introspect provides search engine optimization services which include
web design and content  development.  It, however,  does not own its own content
network.

The Company believes that today's typical  internet  advertiser is becoming more
sophisticated  regarding the increased value of content-based solutions relative
to  the  different  forms  of  internet   advertising.   These  advertisers  are
increasingly  aware  of  their  return  on  investment  and are  more  carefully
developing their online marketing programs.  While the significant growth in the
industry has increased the  competitive  levels,  the Company  believes that its
unique  product  offering  will  continue to provide an edge in  developing  new
client relationships.

                                       7
<PAGE>

Intellectual Property and Proprietary Rights

We  seek  to  protect  our  intellectual  property  through  existing  laws  and
regulations and by contractual restrictions.  We rely upon trademark, patent and
copyright law, trade secret protection and confidentiality or license agreements
with our  employees,  customers,  partners  and  others to help us  protect  our
intellectual property.

Our policy is to apply for patents or for other appropriate statutory protection
when we develop  valuable new or improved  technology.  We currently do not have
any patents or pending patent  applications.  The status of any patent  involves
complex  legal and factual  questions.  The scope of  allowable  claims is often
uncertain.  As a result, we cannot be sure that any patent  application filed by
us will result in a patent  being  issued,  nor that any  patents  issued in the
future  will  afford  adequate   protection  against  competitors  with  similar
technology;  nor can we provide  assurance that patents issued to us will not be
infringed upon or designed around by others. Furthermore,  the performance-based
search advertising  industry has been the subject of numerous patents and patent
applications,  which in turn has  resulted  in  litigation.  The outcome of this
ongoing  litigation or any future claims in this sector may adversely affect our
business or financial prospects.

We have a pending trademark  application  before the PTO. We do not know whether
we  will be able  to  successfully  defend  our  proprietary  rights  since  the
validity,  enforceability  and  scope of  protection  of  proprietary  rights in
internet-related industries are uncertain and still evolving.

All of our  copywriters  are under  contract  assigning  to us  ownership of the
content they create. In addition, the Company has copyrighted all content hosted
throughout its network.

Government Regulation

We are subject to governmental regulation much like many other companies.  There
are still  relatively  few laws or  regulations  specifically  addressed  to the
Internet.  As a result, the manner in which existing laws and regulations should
be applied to the Internet in general,  and how they relate to our businesses in
particular,  is unclear in many cases.  Such  uncertainty  arises under existing
laws  regulating   matters,   including  user  privacy,   defamation,   pricing,
advertising,  taxation, gambling,  sweepstakes,  promotions, content regulation,
quality of  products  and  services  and  intellectual  property  ownership  and
infringement.

To  resolve  some of the  current  legal  uncertainty,  we  expect  new laws and
regulations  to be adopted that will be directly  applicable to our  activities.
Any existing or new legislation  applicable to us could expose us to substantial
liability, including significant expenses necessary to comply with such laws and
regulations, and could dampen the growth in use of the Internet in general.

Several new federal laws that could have an impact on our business  have already
been  adopted.  The Digital  Millennium  Copyright Act is intended to reduce the
liability  of online  service  providers  for  listing or linking to third party
websites that include  materials  that infringe  copyrights or rights of others.
The  Children's   Online  Protection  Act  and  the  Children's  Online  Privacy
Protection Act are intended to restrict the  distribution  of certain  materials
deemed harmful to children and impose additional  restrictions on the ability of
online  services to collect  user  information  from minors.  In  addition,  the
Protection  of Children  from Sexual  Predators  Act  requires  online  services
providers to report  evidence of violations of federal  child  pornography  laws
under certain circumstances.

The  foregoing  legislation  may  impose  significant  additional  costs  on our
business or subject us to additional liabilities, if we were not to comply fully
with their  terms,  whether  intentionally  or not.  If we did not meet the safe
harbor requirements of the Digital Millennium Copyright Act, we could be exposed
to copyright actions,  which could be costly and time-consuming.  The Children's
Online  Protection Act and the Children's  Online Privacy  Protection Act impose
fines and penalties to persons and operators  that are not fully  compliant with
their  requirements.  The federal  government  could  impose  penalties on those
parties  that do not meet the full  compliance  practices of the  Protection  of
Children from Sexual  Predators Act. We intend to fully comply with the laws and
regulations that govern our industry, and we intend to employ internal resources
and incur outside  professional fees to establish,  review and maintain policies
and procedures to reduce the risk of noncompliance.

                                       8
<PAGE>

We post our privacy  policy and practices  concerning  the use and disclosure of
any user data on our websites.  Any failure by us to comply with posted  privacy
policies,   Federal  Trade   Commission   requirements   or  other  domestic  or
international  privacy-related  laws and regulations could result in proceedings
by governmental or regulatory bodies that could potentially harm our businesses,
results of operations and financial condition. In this regard, there are a large
number of  legislative  proposals  before the U.S.  Congress  and various  state
legislative bodies regarding privacy issues related to our businesses. It is not
possible to predict whether or when such legislation may be adopted, and certain
proposals,  if  adopted,  could harm our  business  through a  decrease  in user
registrations  and  revenue.  These  decreases  could be caused by,  among other
possible  provisions,  the required  use of  disclaimers  or other  requirements
before users can utilize our services.

Employees

As of December  31,  2005,  we employed a total of 63  full-time  employees  and
approximately 200 contracted copywriters. We have never had a work stoppage, and
none of our employees are represented by a labor union. We consider our employee
relationships  to be positive.  If we were unable to retain our key employees or
we  were  unable  to  maintain   adequate   staffing  of  qualified   employees,
particularly  during  peak  sales  seasons,  our  business  would  be  adversely
affected.

Item 1A.  Risk Factors.

As used in this section, "we," "our," "us," "InfoSearch," and "InfoSearch Media"
refer to InfoSearch Media,  Inc. and its subsidiaries.  Our future revenues will
be  derived  from  sales of our  search  engine  marketing  services.  There are
numerous and varied risks, known and unknown, that may prevent us from achieving
our goals,  including  those  described  below.  If any of these risks  actually
occurs,  our  business,  financial  condition  or  results of  operation  may be
materially adversely affected.

RISKS RELATING TO THE COMPANY

Our limited operating history makes evaluation of our business difficult.

We were  incorporated in the State of Delaware on December 14, 2000, and we have
limited historical  financial data upon which to base planned operating expenses
or  forecast  accurately  our future  operating  results.  Further,  our limited
operating  history will make it difficult for investors and securities  analysts
to evaluate our business and prospects. You must consider our prospects in light
of the risks, expenses and difficulties we face as an early stage company with a
limited operating history.

We  may  need   additional   funding  to  support  our  operations  and  capital
expenditures,  which may not be available  to us and which lack of  availability
could adversely affect our business.

We have no committed sources of additional capital.  For the foreseeable future,
we intend to fund our operations and capital expenditures from limited cash flow
from operations and our cash on hand. If our capital resources are insufficient,
we will have to raise additional funds. We may need additional funds to continue
our operations,  pursue business opportunities (such as expansion,  acquisitions
of complementary  businesses or the development of new products or services), to
react to unforeseen  difficulties or to respond to competitive pressures.  There
can be no assurance that any financing arrangements will be available in amounts
or on terms  acceptable  to us, if at all.  Furthermore,  the sale of additional
equity or convertible debt securities may result in further dilution to existing
stockholders. If adequate additional funds are not available, we may be required
to delay,  reduce the scope of or eliminate material parts of the implementation
of our business strategy,  including the possibility of additional  acquisitions
or  internally  developed  businesses.  Through  December  31,  2005  we  had an
accumulated deficit of $6,327,671.

We have  incurred  losses  since  our  inception,  and we expect  our  losses to
continue for the foreseeable future,  which will adversely affect our ability to
achieve profitability.

While we experienced  net income for fiscal year 2005, we experienced a net loss
of  $4,322,864  for  fiscal  year  2004.  Also,  we may incur net  losses if our
revenues decline,  resulting from stock option expenses,  increases in our sales
and marketing  activities,  regulatory and compliance costs,  change in the fair
value of warrants  outstanding  or investment in the business.  These issues may
prove to be larger than we currently  anticipate,  which could further  increase
our net losses.  We cannot predict when, or if, we will become profitable in the
future. Even if we achieve profitability, we may not be able to sustain it.

                                       9
<PAGE>

We may make  acquisitions,  which could  divert  management's  attention,  cause
ownership dilution to our stockholders and be difficult to integrate.

Our business  strategy  depends in part upon our ability to identify,  structure
and  integrate  acquisitions  that are  complementary  with our business  model.
Acquisitions,  strategic  relationships  and  investments  in the technology and
Internet  sectors involve a high degree of risk. We may also be unable to find a
sufficient number of attractive  opportunities,  if any, to meet our objectives.
Although many technology and Internet  companies have grown in terms of revenue,
few companies are  profitable or have  competitive  market share.  Our potential
strategic acquisition, strategic relationship or investment targets and partners
may have  histories of net losses and may expect net losses for the  foreseeable
future.

Acquisition transactions are accompanied by a number of risks that could harm us
and our business, operating results and financial condition:

      o     we could experience a substantial strain on our resources, including
            time and money, and we may not be successful;

      o     our management's attention may be diverted from our ongoing business
            concerns;

      o     while integrating new companies, we may lose key executives or other
            employees of these companies;

      o     we could experience customer dissatisfaction or performance problems
            with an acquired company or technology;

      o     we may become subject to unknown or underestimated liabilities of an
            acquired  entity or incur  unexpected  expenses  or losses from such
            acquisitions; and

      o     we may incur  possible  impairment  charges  related to  goodwill or
            other   intangible   assets   or  other   unanticipated   events  or
            circumstances, any of which could harm our business.

Consequently, we might not be successful in integrating any acquired businesses,
products or  technologies,  and might not achieve  anticipated  revenue and cost
benefits.

We may be unable to attract and retain key  employees and the loss of our senior
management could harm our current and future operations and prospect.

We are  heavily  dependent  on the  continued  services of George  Lichter,  our
President and Chief Executive  Officer.  Our success also depends on the skills,
experience and performance of other key members of our management team. The loss
of any key  employee,  in particular  the  departure of our Executive  Chairman,
Claudio  Pinkus,  Chief  Executive  Officer,  George  Lichter,  Chief  Financial
Officer,  Frank Knuettel,  II, Chief Strategic  Officer,  Steve Lazuka,  General
Manager,  ContentLogic,  David Averill,  our Chief  Information  Officer,  Kelly
Bakst,  and our VP of Technology,  David Gagne,  could have an adverse effect on
our prospects,  business,  financial condition,  and results of operations.  Any
member of our senior  management team may  voluntarily  terminate his employment
with the Company at any time upon short notice.

As of February 28, 2006, our senior management controlled approximately 29.1% or
12,302,119  shares of our common stock.  Their collective voting control is only
partially  related to their continued  employment with the Company as 11,417,142
of these shares are fully-vested.  The loss of the services of any member of our
senior  management,  for any reason, or any conflict among our senior management
officers,  could harm our current and future  operations  and  prospects as they
could prevent stockholder approval at a stockholder meeting.

                                       10
<PAGE>

Failure  to  attract  and  retain  necessary  technical  personnel  and  skilled
management  could  adversely  affect  our  business.  Our  success  depends to a
significant  degree  upon our  ability to attract,  retain and  motivate  highly
skilled  and  qualified  personnel.  If we fail to  attract,  train  and  retain
sufficient  numbers of these highly qualified people,  our prospects,  business,
financial  condition and results of operations  will be materially and adversely
affected.

Our senior management has never managed a public company.

The  individuals  who now  constitute  our  senior  management  have  never  had
responsibility  for managing a publicly  traded company.  Such  responsibilities
include complying with federal  securities laws and making required  disclosures
on a timely basis.  There can be no assurance that our senior management will be
able to implement  and affect  programs and policies in an effective  and timely
manner that adequately  respond to such increased legal,  regulatory  compliance
and  reporting  requirements.  Further,  this could impair our ability to comply
with  legal  and   regulatory   requirements   such  as  those  imposed  by  the
Sarbanes-Oxley Act of 2002. Our failure to do so could lead to the imposition of
fines and penalties and further result in the deterioration of our business.

We may not be able to effectively manage our growth.

Our strategy  envisions growing our business.  If we fail to effectively  manage
our growth, our financial results could be adversely affected.  Growth may place
a strain on our management systems and resources. We must continue to refine and
expand our business development capabilities,  our systems and processes and our
access to  financing  sources.  As we grow,  we must  continue  to hire,  train,
supervise  and manage new  employees.  We cannot assure you that we will be able
to:

      o     meet our capital needs;

      o     expand our systems effectively or efficiently or in a timely manner;

      o     allocate our human resources optimally;

      o     identify and hire qualified employees or retain valued employees; or

      o     incorporate  effectively  the components of any business that we may
            acquire in our effort to achieve growth.

If we are unable to manage our growth,  our  operations  our  financial  results
could be adversely affected.

New rules,  including those contained in and issued under the Sarbanes-Oxley Act
of 2002,  may make it difficult for us to retain or attract  qualified  officers
and directors,  which could adversely  affect the management of our business and
our ability to obtain or retain listing of our common stock.

We may be unable to attract and retain qualified officers, directors and members
of board committees required to provide for our effective management as a result
of the recent and currently  proposed changes in the rules and regulations which
govern publicly-held  companies,  including,  but not limited to, certifications
from executive  officers and requirements for financial  experts on the board of
directors.  The perceived  increased  personal risk associated with these recent
changes  may  deter  qualified  individuals  from  accepting  these  roles.  The
enactment  of the  Sarbanes-Oxley  Act of 2002 has resulted in the issuance of a
series of new rules and regulations and the  strengthening of existing rules and
regulations by the Securities and Exchange  Commission,  as well as the adoption
of new and more stringent rules by the stock exchanges and NASDAQ.

Further,  certain of these recent and proposed changes heighten the requirements
for board or committee membership,  particularly with respect to an individual's
independence  from the  corporation  and  level of  experience  in  finance  and
accounting  matters.  We may have difficulty  attracting and retaining directors
with the  requisite  qualifications.  If we are  unable to  attract  and  retain
qualified officers and directors, the management of our business and our ability
to obtain or  retain  listing  of our  shares of our  common  stock on any stock
exchange or NASDAQ  (assuming we elect to seek and are  successful  in obtaining
such listing) could be adversely affected.

                                       11
<PAGE>

If we are unable to obtain adequate insurance,  our financial condition could be
adversely  affected in the event of  uninsured or  inadequately  insured loss or
damage.  Our ability to effectively  recruit and retain  qualified  officers and
directors  could also be  adversely  affected  if we  experience  difficulty  in
obtaining adequate directors' and officers' liability insurance.

We may not be able to obtain  insurance  policies on terms affordable to us that
would adequately insure our business and property against damage, loss or claims
by third  parties.  To the extent our business or property  suffers any damages,
losses or claims by third parties,  which are not covered or adequately  covered
by insurance, the financial condition of our Company may be materially adversely
affected.

We may be unable to maintain  sufficient  insurance as a public company to cover
liability  claims made against our officers and  directors.  If we are unable to
adequately  insure our officers and  directors,  we may not be able to retain or
recruit qualified officers and directors to manage the Company.

RISKS RELATING TO OUR BUSINESS

If we do not maintain and grow a critical mass of online advertisers and content
licensees, our operating results could be adversely affected.

Our success  depends,  in part, on the maintenance and growth of a critical mass
of online  advertisers  and content  licensees  and a continued  interest in our
performance-based  advertising and search marketing services. If our business is
unable to achieve a growing base of online advertisers and content licensees, in
particular, we may not successfully develop or market technologies,  products or
services  that are  competitive  or accepted by online  advertisers  and content
licensees,  which  comprise  a  large  portion  of  the  search  marketing-based
community. Any decline in the number of online advertisers and content licensees
could adversely affect our operating results generally.

We are dependent upon several of the major search engines to continue to provide
us traffic that our  merchant  advertisers  deem to be of value,  and if they do
not, it could have a material adverse effect on the value of our services.

We are  dependent  upon  several of the major  Internet  search  engines  namely
Google,  Yahoo!, MSN and AOL to provide us traffic that our merchant advertisers
deem to be of value. The InfoSearch  ArticleInsider business model is predicated
on individuals  performing  keyword  searches and through those searches finding
our articles in the non-paid  search results  portion of the search results page
and ultimately  clicking through to the advertiser on the InfoSearch article. If
our traffic from any or multiple of these search  engineers were interrupted for
any reason, we would  potentially  suffer a significant  decline in revenue.  We
monitor the  traffic  delivered  to our  merchant  advertisers  in an attempt to
optimize the quality of traffic we deliver.  We review factors such as non-human
processes,  including  robots  (which  create  automated,  artificial  traffic),
spiders  (which  review  websites  for  search  engines  in order for the search
engines to  categorize  the  content of websites  but have no direct  commercial
value to the website owner), scripts (or other software),  mechanical automation
of clicking and other sources and causes of low-quality traffic,  including, but
not limited to, other non-human  clicking  agents.  Even with such monitoring in
place,  there is a risk that a certain  amount of  low-quality  traffic  will be
provided  to  our  merchant  advertisers,   which,  if  not  contained,  may  be
detrimental  to those  relationships.  Low-quality  traffic (or traffic  that is
deemed to be less  valuable  by our  merchant  advertisers)  may prevent us from
growing our base of merchant advertisers and cause us to lose relationships with
existing merchant advertisers.

We may be subject to litigation for infringing the intellectual  property rights
of others.

Our  success  depends,  in part,  on our  ability  to protect  our  intellectual
property and to operate without  infringing on the intellectual  property rights
of others. There can be no guarantee that any of our intellectual  property will
be adequately  safeguarded,  or that it will not be challenged by third parties.
We may be subject to patent infringement  claims or other intellectual  property
infringement  claims  that would be costly to defend and could limit our ability
to use certain critical technologies.

                                       12
<PAGE>

For example,  Overture  Services,  a  subsidiary  of Yahoo!,  which  operates in
certain  competitive areas with us, owns a patent (U.S.  Patent No.  6,269,361),
which purports to give Overture rights to certain bid-for-placement products and
pay-per-performance  search  technologies.  Overture  is  currently  involved in
litigation  with two  companies  relating to this patent  (FindWhat and Google).
These  companies are  vigorously  contesting  Overture's  patent.  If we were to
acquire or develop a related  product or business model that Overture  construes
as  infringing  upon  the  above-referenced  patent,  then we  could be asked to
license,  re-engineer  our product(s) or revise our business model  according to
terms that may be extremely  expensive  and/or  unreasonable.  Additionally,  if
Overture  construes any of our current products or business models as infringing
upon the above-referenced patent, then we could be asked to license, re-engineer
our  product(s)  or revise our business  model  according to terms that could be
extremely expensive and/or unreasonable.

Any  patent  litigation  could  negatively  impact  our  business  by  diverting
resources and management attention from other aspects of the business and adding
uncertainty  as to the  ownership of  technology  and  services  that we view as
proprietary and essential to our business.  In addition,  a successful  claim of
patent  infringement  against us and our  failure or  inability  to license  the
infringed or similar  technology on reasonable  terms,  or at all,  could have a
material adverse effect on our business.

We may be involved in lawsuits to protect or enforce any patents  that we may be
granted, which could be expensive and time consuming.

We may initiate  patent  litigation  against third parties to protect or enforce
our patent rights,  and we may be similarly  sued by others.  We may also become
subject to  interference  proceedings  conducted  in the  patent  and  trademark
offices of various  countries  to  determine  the  priority of  inventions.  The
defense  and  prosecution,   if  necessary,   of  intellectual  property  suits,
interference  proceedings  and related legal and  administrative  proceedings is
costly and may divert our technical and  management  personnel from their normal
responsibilities.  We may  not  prevail  in  any  of  these  suits.  An  adverse
determination of any litigation or defense  proceedings could put our patents at
risk of being  invalidated  or  interpreted  narrowly  and could put our  patent
applications at risk of not being issued.

Furthermore,  because  of  the  substantial  amount  of  discovery  required  in
connection with intellectual  property litigation,  there is a risk that some of
our confidential information could be compromised by disclosure during this type
of litigation. In addition, during the course of this kind of litigation,  there
could be public  announcements  of the  results  of  hearings,  motions or other
interim proceedings or developments in the litigation. If securities analysts or
investors perceive these results to be negative, it could have an adverse effect
on the trading price of our common stock.

RISKS RELATING TO OUR INDUSTRY

If we  are  unable  to  compete  in  the  highly  competitive  performance-based
advertising and search marketing  industries,  we may experience  reduced demand
for our products and services.

We operate in a highly  competitive  environment.  We  principally  compete with
other companies in the following main areas:

      o     sales to online advertisers of performance-based advertising; and

      o     content  licensing   services  that  allow  online  advertisers  and
            merchants to employ our content to drive traffic to their websites.

Although we currently  pursue a strategy that allows us to  potentially  partner
with all relevant companies in the industry,  there are certain companies in the
industry that may not wish to partner with us.

We expect  competition  to  intensify  in the  future  because  current  and new
competitors  can enter our  market  with  little  difficulty.  The  barriers  to
entering our market are relatively low. In fact, many current Internet and media
companies  presently have the technical  capabilities  and  advertiser  bases to
enter the search marketing  services  industry.  Further,  if the  consolidation
trend continues among the larger media and search engine  companies with greater
brand  recognition,  the share of the market  remaining for us and other smaller
search marketing  services  providers could decrease,  even though the number of
smaller  providers  could  continue to increase.  These factors could  adversely
affect our competitive position in the search marketing services industry.

                                       13
<PAGE>

Some of our competitors,  as well as potential  entrants into our market, may be
better positioned to succeed in this market. They may have:

      o     longer operating histories;

      o     more management experience;

      o     an employee base with more extensive experience;

      o     a better  ability to service  customers  in  multiple  cities in the
            United States and internationally by virtue of the location of sales
            offices;

      o     larger customer bases;

      o     greater brand recognition; and

      o     significantly greater financial, marketing and other resources.

In addition,  many current and potential  competitors  can devote  substantially
greater  resources  than we can to promotion,  website  development  and systems
development.  Furthermore,  currently and in the future to the extent the use of
the Internet and other online services  increases,  there will likely be larger,
more  well-established and well-financed  entities that acquire companies and/or
invest in or form joint  ventures in  categories or countries of interest to us,
all of which could  adversely  impact our  business.  Any of these  trends could
increase competition and reduce the demand for any of our services.

If we are not able to respond to the rapid technological  change  characteristic
of our industry, our products and services may not be competitive.

The market for our services is  characterized by rapid change in business models
and  technological  infrastructure,  and we will  need to  constantly  adapt  to
changing markets and technologies to provide  competitive  services.  We believe
that our future  success will depend,  in part,  upon our ability to develop our
services for both our target market and for applications in new markets.  We may
not,  however,  be able to  successfully  do so, and our competitors may develop
innovations that render our products and services obsolete or uncompetitive.

Our  technical  systems are  vulnerable to  interruption  and damage that may be
costly and time-consuming to resolve and may harm our business and reputation.

A disaster could interrupt our services for an indeterminate  length of time and
severely  damage our  business,  prospects,  financial  condition and results of
operations.  Our systems and operations are vulnerable to damage or interruption
from fire; floods;  network failure;  hardware failure;  software failure; power
loss;  telecommunications  failures;  break-ins;  terrorism,  war  or  sabotage;
computer  viruses;  denial of service  attacks;  penetration  of our  network by
unauthorized  computer users and "hackers" and other similar  events;  and other
unanticipated problems.

We may not have developed or implemented  adequate  protections or safeguards to
overcome any of these events. We also may not have anticipated or addressed many
of the potential events that could threaten or undermine our technology network.
Any of these  occurrences  could cause material  interruptions  or delays in our
business,  result in the loss of data or render us unable to provide services to
our  customers.  In  addition,  if a person is able to  circumvent  our security
measures,  he or she could destroy or  misappropriate  valuable  information  or
disrupt our operations.  We have deployed  firewall  hardware intended to thwart
hacker attacks.  Although we maintain property insurance,  our insurance may not
be  adequate  to  compensate  us for all losses  that may occur as a result of a
catastrophic  system  failure or other loss, and our insurers may not be able or
may decline to do so for a variety of reasons.

                                       14
<PAGE>

If we fail  to  address  these  issues  in a  timely  manner,  we may  lose  the
confidence  of our online  advertisers  and content  licensees,  our revenue may
decline and our business could suffer.

We rely on outside firms to host our servers,  and a failure of service by these
providers could adversely affect our business and reputation.

We rely upon third party  providers to host our main servers.  In the event that
these providers  experience any  interruption in operations or cease  operations
for any reason or if we are unable to agree on satisfactory  terms for continued
hosting  relationships,  we would be forced to enter  into a  relationship  with
other service providers or assume hosting responsibilities  ourselves. If we are
forced to switch  hosting  facilities,  we may not be  successful  in finding an
alternative  service  provider on  acceptable  terms or in hosting the  computer
servers  ourselves.  We may  also  be  limited  in our  remedies  against  these
providers in the event of a failure of service. In the past, we have experienced
short-term outages in the service  maintained by one of our current  co-location
providers.  We  also  rely  on  third  party  providers  for  components  of our
technology  platform,  such as  hardware  and  software  providers,  credit card
processors  and domain name  registrars.  A failure or  limitation of service or
available  capacity by any of these third party providers could adversely affect
our business and reputation.

Our  quarterly  results  of  operations  might  fluctuate  due to changes in the
listing  parameters  employed  by  search  engines  to  show  the  results  of a
particular  search query,  which could adversely  affect our revenue and in turn
the market price of our common stock.

Our  revenue is heavily  dependent  on how search  engines  treat our content in
their  indexes.  In the event search  engines  determine that our content is not
high  quality,  such search  engines may not rank our content as highly in their
indexes  resulting  in a reduction  in our  traffic,  which may cause lower than
expected  revenues.  We are greatly  dependent on a small number of major search
engines, namely Google, Yahoo!, MSN and AOL. Search engines tend to adjust their
listing  parameters  periodically and each adjustment tends to have an impact on
how our content ranks in their indexes.  These constant  fluctuations could make
it difficult for us to predict future revenues.

Our quarterly  results of operations  might fluctuate due to customer  retention
rates for our  content  licensing  product,  which  could  adversely  affect our
revenue and in turn the market price of our common stock.

Our  revenue  is  dependent  on our client  retention  rate.  A decrease  in the
retention rate could have a significant negative impact on our ongoing revenues,
cash flows and stock price.  An increase in the churn rate could also  adversely
affect our reputation,  making it more difficult to obtain new clients,  further
negatively impacting our revenues and cash flows.

We are susceptible to general economic conditions, and a downturn in advertising
and  marketing  spending  by  merchants  could  adversely  affect our  operating
results.

Our operating results will be subject to fluctuations  based on general economic
conditions,   in  particular  those  conditions  that  impact  merchant-consumer
transactions.  If there were to be a general  economic  downturn  that  affected
consumer  activity in  particular,  however  slight,  then we would  expect that
business  entities,  including  our  online  advertisers  and  potential  online
advertisers and content licensees and potential  licensees,  could substantially
and immediately reduce their advertising and marketing budgets.  We believe that
during periods of lower consumer  activity,  online  spending on advertising and
marketing is more likely to be reduced, and more quickly,  than many other types
of business expenses. These factors could cause a material adverse effect on our
operating results.

We depend on the growth of the  Internet  and  Internet  infrastructure  for our
future growth and any decrease or less than anticipated growth in Internet usage
could adversely affect our business prospects.

Our future revenue and profits, if any, depend upon the continued widespread use
of the Internet as an effective  commercial and business  medium.  Factors which
could reduce the widespread use of the Internet include:

      o     possible   disruptions   or  other   damage  to  the   Internet   or
            telecommunications infrastructure;

                                       15
<PAGE>

      o     failure of the individual networking infrastructures of our merchant
            advertisers  and  distribution   partners  to  alleviate   potential
            overloading and delayed response times;

      o     a decision by merchant  advertisers to spend more of their marketing
            dollars in offline areas;

      o     increased governmental regulation and taxation; and

      o     actual or perceived lack of security or privacy protection.

In  particular,  concerns  over the  security of  transactions  conducted on the
Internet  and the privacy of users may inhibit  the growth of the  Internet  and
other  online  services,  especially  online  commerce.  In order for the online
commerce market to develop successfully, we, and other market participants, must
be able to transmit confidential information, including credit card information,
securely over public networks.  Any decrease or less than anticipated  growth in
Internet usage could have a material adverse effect on our business prospects.

We are exposed to risks  associated  with credit card fraud and credit  payment,
and we may suffer  losses as a result of fraudulent  data or payment  failure by
merchant advertisers.

We may suffer  losses as a result of payments made with  fraudulent  credit card
data.  Our failure to control  fraudulent  credit card  transactions  adequately
could reduce any gross profit margin. In addition,  under limited circumstances,
we extend credit to online advertisers who may default on their accounts payable
to us.

Government  regulation of the Internet and online commerce may adversely  affect
our business and operating results.

Companies  engaging  in online  search,  commerce  and related  businesses  face
uncertainty related to future government regulation of the Internet.  Due to the
rapid growth and widespread use of the Internet, legislatures at the federal and
state levels are enacting and considering various laws and regulations  relating
to the Internet.  Furthermore,  the application of existing laws and regulations
to Internet  companies  remains  somewhat  unclear.  Our business and  operating
results  may be  negatively  affected  by new  laws,  and such  existing  or new
regulations  may expose us to substantial  compliance  costs and liabilities and
may impede the growth in use of the Internet.

The  application of these statutes and others to the Internet search industry is
not entirely settled.  Further, several existing and proposed federal laws could
have an impact on our business:

      o     The Digital  Millennium  Copyright  Act and its related safe harbors
            are intended to reduce the liability of online service providers for
            listing or linking to  third-party  websites that include  materials
            that infringe copyrights or other rights of others.

      o     The  CAN-SPAM  Act of 2003 and  certain  state laws are  intended to
            regulate interstate  commerce by imposing  limitations and penalties
            on the  transmission of unsolicited  commercial  electronic mail via
            the Internet.

With respect to the subject matter of each of these laws, courts may apply these
laws in unintended and unexpected ways. As a company that provides services over
the  Internet,  we may be  subject  to an action  brought  under any of these or
future laws governing online services.  Many of the services of the Internet are
automated and companies,  such as ours, may be unknowing conduits for illegal or
prohibited   materials.   It  is  not  known  how  courts   will  rule  in  many
circumstances;  for example,  it is possible  that some courts could find strict
liability  or impose  "know  your  customer"  standards  of  conduct  in certain
circumstances.

We may also be subject to costs and liabilities  with respect to privacy issues.
Several Internet  companies have incurred costs and paid penalties for violating
their privacy policies.  Further, it is anticipated that new legislation will be
adopted  by  federal  and  state  governments  with  respect  to  user  privacy.
Additionally,  foreign  governments may pass laws which could negatively  impact
our  business or may  prosecute  us for our  products  and  services  based upon
existing laws. The restrictions imposed by, and costs of complying with, current
and possible future laws and regulations  related to our business could harm our
business and operating results.

                                       16
<PAGE>

Online  commerce is relatively new and rapidly  changing,  and federal and state
regulations   relating  to  the  Internet  and  online  commerce  are  evolving.
Currently, there are few laws or regulations directly applicable to the Internet
or online  commerce on the  Internet,  and the laws  governing the Internet that
exist remain largely  unsettled.  New Internet laws and regulations could dampen
growth  in use  and  acceptance  of the  Internet  for  commerce.  In  addition,
applicability to the Internet of existing laws governing issues such as property
ownership,  copyrights and other intellectual property issues, libel,  obscenity
and personal privacy is uncertain.  The vast majority of those laws were adopted
prior to the advent of the Internet and related  technologies  and, as a result,
do not  expressly  contemplate  or address the unique  issues  presented  by the
Internet and related  technologies.  Further,  growth and  development of online
commerce have prompted calls for more stringent  consumer  protection laws, both
in the U.S. and abroad.  The  adoption or  modification  of laws or  regulations
applicable to the Internet could have a material  adverse effect on our Internet
business operations.  We also are subject to regulation not specifically related
to the Internet, including laws affecting direct marketers and advertisers.

In addition, in 1998, the Internet Tax Freedom Act was enacted,  which generally
placed a three-year  moratorium on state and local taxes on Internet  access and
on multiple or discriminatory state and local taxes on electronic commerce. This
moratorium  was recently  extended  until  November 1, 2007.  We cannot  predict
whether  this  moratorium  will be  extended  in the  future or  whether  future
legislation  will alter the nature of the moratorium.  If this moratorium is not
extended  in  its  current  form,  state  and  local  governments  could  impose
additional taxes on Internet-based transactions,  and these taxes could decrease
our  ability to compete  with  traditional  retailers  and could have a material
adverse effect on our business,  financial condition,  results of operations and
cash flow.

In addition, several telecommunications carriers have requested that the Federal
Communications Commission ("FCC") regulate telecommunications over the Internet.
Due to the  increasing  use of the  Internet and the burden it has placed on the
current telecommunications infrastructure, telephone carriers have requested the
FCC to  regulate  Internet  service  providers  and impose  access fees on those
providers. If the FCC imposes access fees, the costs of using the Internet could
increase dramatically. This could result in the reduced use of the Internet as a
medium for commerce,  which could have a material adverse effect on our Internet
business operations.

Future regulation of search engines may adversely affect the commercial  utility
of our search marketing services.

The Federal  Trade  Commission  ("FTC") has  recently  reviewed the way in which
search engines disclose paid placements or paid inclusion  practices to Internet
users.  In 2002,  the FTC issued  guidance  recommending  that all search engine
companies  ensure that all paid search  results are clearly  distinguished  from
non-paid  results,  that the use of paid inclusion is clearly and  conspicuously
explained and disclosed and that other  disclosures are made to avoid misleading
users about the possible effects of paid placement or paid inclusion listings on
search  results.   Such  disclosures  if  ultimately  mandated  by  the  FTC  or
voluntarily  made by us may reduce the  desirability  of any paid  placement and
paid inclusion  services that we offer.  We believe that some users may conclude
that paid search results are not subject to the same relevancy  requirements  as
non-paid  search results,  and will view paid search results less favorably.  If
such FTC  disclosure  reduces the  desirability  of our paid  placement and paid
inclusion services,  and click-throughs of our paid search results decrease, the
commercial utility of our search marketing services could be adversely affected.

We may incur liabilities for the activities of users of our service, which could
adversely affect our service offerings.

The law relating to the liability of providers of online services for activities
of their  users and for the  content of their  merchant  advertiser  listings is
currently  unsettled  and could damage our  business,  financial  condition  and
operating results. Our insurance policies may not provide coverage for liability
arising out of activities of our users or merchant  advertisers  for the content
of our listings.  Furthermore, we may not be able to obtain or maintain adequate
insurance  coverage  to  reduce  or limit the  liabilities  associated  with our
businesses.  We may not  successfully  avoid  civil or  criminal  liability  for
unlawful  activities carried out by consumers of our services or for the content
of our listings. Our potential liability for unlawful activities of users of our
services  or for the  content of our  listings  could  require  us to  implement
measures to reduce our exposure to such  liability,  which may require us, among
other things, to spend substantial  resources or to discontinue  certain service
offerings.

                                       17
<PAGE>

RISKS RELATING TO THE COMMON STOCK

Applicable SEC rules  governing the trading of "penny stocks" limits the trading
and  liquidity  of our common  stock which may affect the  trading  price of our
common stock.

Our common  stock is  currently  quoted on the NASD's OTC  Bulletin  Board,  and
trades below $5.00 per share; therefore, our common stock is considered a "penny
stock" and subject to SEC rules and regulations  which impose  limitations  upon
the  manner in which such  shares  may be  publicly  traded.  These  regulations
require the delivery,  prior to any  transaction  involving a penny stock,  of a
disclosure  schedule explaining the penny stock market and the associated risks.
Under these  regulations,  certain  brokers who  recommend  such  securities  to
persons other than established  customers or certain  accredited  investors must
make a special written suitability  determination regarding such a purchaser and
receive such purchaser's written agreement to a transaction prior to sale. These
regulations have the effect of limiting the trading activity of our common stock
and reducing the liquidity of an investment in our common stock.

The market price of our common stock is likely to be highly volatile and subject
to wide fluctuations.

The market price of our common  stock is likely to be highly  volatile and could
be subject to wide  fluctuations  in  response  to a number of factors  that are
beyond our control, including:

      o     announcements of new products or services by our competitors; and

      o     fluctuations in revenue attributable to changes in the search engine
            listing parameters that rank the relevance of our content.

In  addition,  the  market  price of our common  stock  could be subject to wide
fluctuations in response to:

      o     quarterly variations in our revenues and operating expenses;

      o     announcements  of  technological  innovations  or  new  products  or
            services by us; and

      o     significant sales of our common stock by the selling stock holders.

Our operating results may fluctuate  significantly,  and these  fluctuations may
cause our common stock price to fall.

Our operating  results will likely vary in the future primarily as the result of
fluctuations  in  our  revenues  and  operating  expenses.  If  our  results  of
operations do not meet the expectations of current or potential  investors,  the
price of our common stock may decline.

There is a limited public market for shares of our common stock,  which may make
it difficult for investors to sell their shares.

There is a limited  public  market  for shares of our  common  stock.  An active
public  market for shares of our common stock may not develop,  or if one should
develop, it may not be sustained.  Therefore,  investors may not be able to find
purchasers for their shares of our common stock.

Our common stock is controlled by insiders.

One of the former TrafficLogic shareholders, Steve Lazuka, our Founder and Chief
Strategy  Officer,  beneficially  owns  approximately  19.2% of our  outstanding
common stock. As one of our largest  stockholders,  Mr.  Lazuka's  interests may
conflict with his fiduciary  duties as an officer and director and may influence
how Mr. Lazuka votes on certain matters that require stockholder  approval.  Mr.
Lazuka may  influence  the outcome of various  actions that require  stockholder
approval  including  the  election of our  directors,  delaying or  preventing a
transaction  in which  stockholders  might receive a premium over the prevailing
market price for their shares and preventing changes in control or management.

                                       18
<PAGE>

We do not expect to pay dividends for the foreseeable future.

We currently intend to retain any future earnings to support the development and
expansion  of our business and do not  anticipate  paying cash  dividends in the
foreseeable  future.  Our  payment  of  any  future  dividends  will  be at  the
discretion of our board of directors after taking into account various  factors,
including but not limited to our financial  condition,  operating results,  cash
needs,  growth  plans and the terms of any  credit  agreements  that we may be a
party to at the time. Accordingly,  investors must rely on sales of their common
stock  after  price  appreciation,  which  may never  occur,  as the only way to
realize their  investment.  Investors seeking cash dividends should not purchase
our common stock.

Anti-takeover  provisions  may limit the ability of another party to acquire us,
which could cause our stock price to decline.

If we become listed on a national  stock  exchange or the NASDAQ Stock Market or
have a class of voting stock held by more than 2,000 record holders,  we will be
governed by the  provisions  of Section 203 of the  General  Corporation  Law of
Delaware.  Section 203 of the Delaware General Corporation Law provides, subject
to enumerated  exceptions,  that if a person  acquires 15% or more of our voting
stock, the person is an "interested stockholder" and may not engage in "business
combinations"  with us for a period  of  three  years  from the time the  person
acquired 15% or more of our voting stock.

Item 2.  Description of Property.

The Company's corporate  headquarters are located in Marina Del Rey, California.
The Company  recently  extended its lease  through May 31, 2009,  providing  for
monthly payments of $17,980 from June 1, 2006 through May 31, 2007, $18,520 from
June 1, 2007  through May 31, 2008 and $19,075 from June 1, 2008 through May 31,
2009. Through May 31, 2006, the monthly rent is $13,500.

Item 3.  Legal Proceedings.

From time to time, we may be involved in litigation  relating to claims  arising
out of our  operations  in the  normal  course  of  business.  While  we are not
currently  a party to any  litigation,  we have  received a demand  letter  from
Gemini  Partners,  Inc. for unpaid  finder's fees and additional  warrants to be
granted in  relation to the PIPE  fundraising  closed in  November  2005.  As no
formal litigation has yet been filed and no discovery  commenced,  we are unable
to assess the outcome of this matter as of today.  Except for this, we are not a
party  to any  other  legal  proceedings,  the  adverse  outcome  of  which,  in
management's  opinion,  individually or in the aggregate,  would have a material
adverse effect on our results of operations or financial position.

Item 4.  Submission of Matters to a Vote of Security Holders.

None.

                                     PART II

Item 5.  Market for Common Equity and Related Stockholder Matters.

Our common stock is traded on the OTC Bulletin Board under the symbol  "ISHM.OB"
and has been quoted under this symbol since January 5, 2005. Prior to that time,
our Common Stock was not actively  traded in the public market and was quoted on
the OTC Bulletin Board under the symbol "MWRD.OB." Prior to January 5, 2005, our
Common Stock was not actively  traded and therefore  price  information  for our
Common Stock as reported on the OTC Bulletin  Board is not  available for fiscal
years 2004 or 2003. During the period January 5, 2005 through December 31, 2005,
the high and low bid prices of our common stock, as reported on the OTC Bulletin
Board were $3.84 and $0.41  respectively.  The quotations  reflect  inter-dealer
prices, without retail mark-up,  mark-down or commission,  and may not represent
actual transactions.

The  closing bid price of our common  stock on March 20,  2006 was $0.55.  As of
March 8, 2006, the Company had approximately 102 stockholders of record.

                                       19
<PAGE>

The  Company  has never  declared  or paid  dividends  on its  common  stock and
currently  does  not  intend  to  pay  dividends  on  its  common  stock  in the
foreseeable future so that it may reinvest earnings in its business. The payment
of  dividends,  if any,  in the  future  is at the  discretion  of the  Board of
Directors.

There have been no sales of unregistered  securities within the last three years
which would be required to be disclosed pursuant to Item 701 of Regulation S-B,
except for the following:

Upon the closing of the Private Placement Transaction, on December 31, 2004, the
Company  sold  3,699,868  shares  of  common  stock to  investors  in a  Private
Placement Transaction,  at a price of $1.00 per share, for a total of $3,478,261
net of  expenses.  Money was  received  by the  Company on  January 3, 2005.  In
connection  with the Merger and the Private  Placement  Transaction  the Company
issued  warrants  exercisable  for 300,000 shares of common stock to a financial
advisor for services  rendered in the merger.  The warrants are  exercisable  at
$1.00  per  share,  vest  immediately  and  have a term  of  five  years.  These
securities  where offered and sold by the Company in reliance on exemptions from
registration  provided by Section 4(2) of the  Securities  Act and  Regulation D
promulgated thereunder.  The investors in the Private Placement Transaction were
all  "accredited  investors"  as that term is defined  under  Regulation  D. The
investors  were  provided  a  confidential   offering  memorandum  and  executed
individual subscription agreements in which they made representations  regarding
their sophistication and qualifications as accredited investors.

On January 24, 2005,  pursuant to a letter agreement  between the Company and an
investor  relations  firm, the Company issued  Options  exercisable  for 150,000
shares of our common stock in return for services  rendered to  InfoSearch.  The
options are  exercisable at a price of $3.25 per share and expire on January 24,
2012.  The Company  recorded a total of $125,775 in option  expense  relating to
this  transaction.  The  Company  relied  on the  exemptions  from  registration
provided by Section 4(2) of the  Securities  Act and  Regulation  D  promulgated
thereunder,  because the transaction did not involve any public offering and was
made in connection with a privately negotiated transaction.

On February 16, 2005, pursuant to a consulting agreement between the Company and
our investor  relations  firm,  the Company  issued  20,000 shares of our common
stock to our investor relations firm in return for services rendered for a total
of $76,000 to InfoSearch. The Company relied on the exemptions from registration
provided by Section 4(2) of the  Securities  Act and  Regulation  D  promulgated
thereunder,  because the transaction did not involve any public offering and was
made in connection with a privately negotiated transaction.

On March 1, 2005,  the Company  issued  250,000  shares of our common stock in a
private  placement  transaction  to an accredited  investor who paid $250,000 to
InfoSearch  for the  shares.  These  securities  where  offered  and sold by the
Company in reliance on exemptions from registration  provided by Section 4(2) of
the Securities Act and Regulation D promulgated thereunder.  The investor was an
"accredited  investor" as that term is defined under  Regulation D. The investor
was  provided  a  confidential   offering  memorandum  and  executed  individual
subscription agreements in which the investor made representations regarding its
sophistication and qualifications as an accredited investor.

On November 7, 2005, the Company issued  8,359,375 shares of our common stock in
a private  placement  transaction  to fifteen (15)  accredited  investor for the
purchase  price of $0.64 per share  (representing  a 20% discount to the closing
price of our  common  stock on  November  2, 2005) for total  proceeds  of $5.35
million.  In addition,  the Investors  received  4,179,686  warrants to purchase
4,179,686  shares of our common stock.  The warrants  expire on November 7, 2010
and are  exercisable  at a price of $0.88  per  share.  These  securities  where
offered  and sold by the Company in reliance  on  exemptions  from  registration
provided by Section 4(2) of the  Securities  Act and  Regulation  D  promulgated
thereunder.  The investors were  "accredited  investors" as that term is defined
under Regulation D.

The Company issued 552,500 shares of restricted  common stock in 2005 to members
of the Company's board of directors and certain  officers.  The Company incurred
$443,727 in non-cash equity compensation expenses associated with these grants.

                                       20
<PAGE>

Item 6.  Management's  Discussion  and  Analysis  of  Operations  and  Financial
Condition

The  following  discussion  should  be read in  conjunction  with  the  attached
financial  statements and notes thereto.  Except for the historical  information
contained  herein,  the matters discussed below are  forward-looking  statements
that involve certain risks and uncertainties, including, among others, the risks
and uncertainties discussed below.

CRITICAL ACCOUNTING POLICIES

Revenue Recognition

The Company recognizes revenue on arrangements in accordance with Securities and
Exchange  Commission Staff Accounting  Bulletin No. 101 "Revenue  Recognition in
Financial  Statements"  and No. 104 "Revenue  Recognition,"  and Emerging Issues
Task Force Issue 00-21,  "Revenue  Arrangements with Multiple  Deliverables." In
all cases,  revenue is recognized only when the price is fixed or  determinable,
persuasive  evidence of an  arrangement  exists,  the service is performed,  and
collectibility of the resulting receivable is reasonably assured.

The  Company's  revenues are derived  principally  from the licensing or sale of
unique content  developed for its clients under the ContentLogic  program or the
sale on a CPC  basis  of  advertising  traffic  as  part  of its  ArticleInsider
program.  In  addition,  the  Company  receives a small  portion of its  revenue
through other marketing  services  including  advertising link sales and website
design referral fees.

Client   deposits   received  for   products   and  services   provided  by  the
ArticleInsider  program are initially recorded as deferred revenue.  The Company
recognizes  revenue on a CPC basis as advertising  traffic is distributed to its
clients.  As the traffic is distributed  through the  ArticleInsider web site or
through the  ArticleInsider  affiliate  program to the  Company's  clients,  the
bidded or contracted CPC amount is recognized as revenue.  Total  click-throughs
are  defined as the number of unique  users  that click on an  advertisement  or
search  result.  Also,  as part of this program,  the Company has  established a
partnership with Google through which Google pays the Company fees for clicks on
links  sponsored by Google and  displayed on the  ArticleInsider  web site.  The
Company recognizes the revenue generated from this service as reported by Google
to the Company at the end of each month.

The Company also derives  revenue  through the  licensing and sale of content in
the  ContentLogic  program.  If a client  deposit is received in advance of work
being completed, a deferred revenue liability account entry is created until the
revenue is  recognized.  Content sale revenue is recognized  when the content is
delivered  to and  accepted by the  client.  Revenue  earned  through a 12-month
license  agreement is treated as an  installment  sale and  prorated  revenue is
recognized on a monthly basis over the life of the agreement. Clients subject to
a 12-month licensing agreement have the right to continue leasing the content at
the end of the term on a  month-to-month  basis.  In late  September,  2005, the
Company added a month-to-month licensing option with higher fees. Revenue earned
under month-to-month licensing agreements is recognized on a monthly basis.

The  Company  also  earned  revenue  from  website  design   referral  fees  and
advertising  link sales.  Revenue earned from these services is recognized  when
the  service is  complete.  Client  deposits  received  in advance of work being
completed  for such  services  are  deferred by creation of a revenue  liability
account entry until the revenue is recognized.

Cost of Sales

A  significant  portion  of the  Company's  cost of sales is  related to content
developed  under the  ContentLogic  program and content  developed and affiliate
traffic costs for the Company's ArticleInsider program.

Content   developed   pursuant  to  outright  sales  and  licensing   under  the
ContentLogic  program  is  developed  through  editors,   keyword  analysts  and
independent  contractors  who write and edit the copy and analyze the  keywords.
The Company recognizes and expenses those costs related to the content developed
for outright sales to clients as the cost is incurred, while the cost of content
development for licensing  subject to a 12-month  contract is amortized over the
life of the contract. In late September, 2005 the Company added a month-to-month
ContentLogic   licensing  option,   with  content   development  costs  for  the
month-to-month agreements expensed when incurred.

                                       21
<PAGE>

Whereas  costs of content  development  for sale to third parties is expensed as
incurred  in the case of an  outright  sales  or  pursuant  to a  month-to-month
license or expensed  over twelve months for a fixed-term  twelve month  license,
costs related to the content  development for the Company's  ArticleInsider  web
site are capitalized.  Content developed pursuant to InfoSearch's ArticleInsider
product increase the value of the network and yield revenue to InfoSearch over a
period of years, which lead to the decision to capitalize the development costs.
Through  December 31, 2004,  the  Company's  practice was to expense the cost of
content developed for ArticleInsider as the costs were incurred.  However,  with
the ongoing  management of the  ArticleInsider  product,  it became  apparent to
InfoSearch  management  that the average  lifespan of an article on the network,
i.e. how long it continued to draw traffic from individuals  performing  keyword
searches,  was well in excess of three years. Earlier expectations were that the
lifespan would be shorter. In fact, it became apparent to InfoSearch  management
that it was not uncommon that an article  would not begin drawing  traffic until
some  number of months  after it was posted on the  network.  With the advice of
InfoSearch's  previous auditors, as of January 1, 2005, to better match costs to
revenues,  and recognize the increased  value of the network,  the Company began
amortizing  ArticleInsider  related content  development costs over the expected
life of thirty-six months,  which resulted in an increase in the Company's gross
margins.  The  Company  continued  to review this  estimate  during the year and
determined  that the estimated  useful life should be reduced to two years as of
December 31, 2005.

The Company recognizes the costs associated with its affiliate program as
incurred.

RECENTLY ISSUED ACCOUNTING PRONOUNCEMENTS

In December  2004, the Financial  Accounting  Standards  Board  ("FASB")  issued
Statement No. 123R (revised 2004) which is a revision of FASB Statement No. 123,
"Accounting for Stock-Based  Compensation." This Statement supersedes Accounting
Principals Board Opinion No. 25, "Accounting for Stock Issued to Employees", and
its related  implementation  guidance.  This Statement establishes standards for
the  accounting  for  transactions  in  which an  entity  exchanges  its  equity
instruments  for goods or services.  It also addresses  transactions in which an
entity  incurs  liabilities  in exchange for goods or services that are based on
the fair value of the entity's equity  instruments or that may be settled by the
issuance of those  equity  instruments.  This  Statement  focuses  primarily  on
accounting  for  transactions  in which an entity obtains  employee  services in
share-based  payment  transactions.  This Statement  requires a public entity to
measure the cost of  employee  services  received  in  exchange  for an award of
equity instruments based on the grant-date fair value of the award (with limited
exceptions).  That cost  will be  recognized  over the  period  during  which an
employee is required to provide service in exchange for the award--the requisite
service  period  (usually  the vesting  period).  The  Company  files as a small
business issuer and must meet the  requirements of this Statement for accounting
periods after  December 15, 2005.  Adoption of FASB 123R will have a significant
impact on the financial statements of the Company through the expensing of stock
option grants.

APB Opinion 20  previously  required that most  voluntary  changes in accounting
principle be  recognized  by including in net income of the period of the change
the  cumulative  effect of changing to the new  accounting  principle.  SFAS 154
requires  retrospective  application to prior periods'  financial  statements of
changes in accounting principle,  unless it is impracticable to determine either
the  period-specific  effects or the cumulative effect of the change. When it is
impracticable to determine the  period-specific  effects of an accounting change
on one or more individual  prior periods  presented,  SFAS 154 requires that the
new accounting principle be applied to the balances of assets and liabilities as
of the beginning of the earliest period for which  retrospective  application is
practicable and that a  corresponding  adjustment be made to the opening balance
of retained earnings (or other appropriate components of equity or net assets in
the statement of financial  position) for that period rather than being reported
in an income  statement.  When it is  impracticable  to determine the cumulative
effect of applying a change in accounting  principle to all prior periods,  SFAS
154 requires that the new accounting  principle be applied as if it were adopted
prospectively from the earliest date practicable.

The correction of an error in previously  issued financial  statements is not an
accounting  change.  However,  the  reporting  of an error  correction  involves
adjustments to previously issued financial statements similar to those generally
applicable to reporting an accounting  change  retrospectively.  Therefore,  the
reporting of a correction of an error by restating  previously  issued financial
statements is also addressed by SFAS 154.

In May  2005,  the FASB  issued  Statement  of  Financial  Accounting  Standards
("SFAS") No. 154,  "Accounting  Changes and Error Corrections" ("SFAS No. 154"),
an amendment  to  Accounting  Principles  Bulletin  Opinion No. 20,  "Accounting
Changes"  ("APB No.  20"),  and SFAS No. 3,  "Reporting  Accounting  Changes  in
Interim Financial Statements".  Though SFAS No. 154 carries forward the guidance
in APB No.20 and SFAS No.3 with respect to accounting  for changes in estimates,
changes  in  reporting  entity,  and the  correction  of  errors,  SFAS No.  154
establishes  new standards on accounting  for changes in accounting  principles,
whereby all such changes must be accounted for by  retrospective  application to
the financial  statements of prior periods unless it is  impracticable to do so.
SFAS No. 154 is effective for accounting  changes and error  corrections made in
fiscal years beginning  after December 15, 2005,  with early adoption  permitted
for changes and corrections  made in years beginning after May 2005. The Company
will implement SFAS No. 154 in its fiscal year beginning January 1, 2006. We are
currently  evaluating  the impact of this new  standard but believe that it will
not have a  material  impact on the  Company's  financial  position,  results of
operations, or cash flows.

                                       22
<PAGE>

In February 2006, the FASB issued SFAS No. 155,  "Accounting  for Certain Hybrid
Financial  Instruments",  which amends SFAS No. 133, "Accounting for Derivatives
Instruments and Hedging Activities" and SFAS No. 140,  "Accounting for Transfers
and Servicing of Financial Assets and  Extinguishment of Liabilities".  SFAS No.
155 amends  SFAS No. 133 to narrow the scope  exception  for  interest-only  and
principal-only   strips  on  debt   instruments  to  include  only  such  strips
representing  rights to receive a specified portion of the contractual  interest
or  principle  cash  flows.  SFAS No.  155  also  amends  SFAS No.  140 to allow
qualifying  special-purpose  entities  to hold a  passive  derivative  financial
instrument  pertaining  to  beneficial  interests  that  itself is a  derivative
instrument. The Company is currently evaluating the impact this new Standard but
believes  that it will not have a  material  impact on the  Company's  financial
position, results of operations, or cash flows.

RESULTS OF OPERATIONS FOR THE YEARS ENDED DECEMBER 31, 2005 AND 2004

REVENUES

Revenues  increased 234% to $9,364,401 for the year ended December 31, 2005 from
$2,799,622  for the year ended December 31, 2004. The increase in revenue is due
to the growth of ArticleInsider and initiation of its related affiliate program,
increased  sales and  licenses of  ContentLogic  and the growth of revenue  from
other marketing products and sources.

Revenue from  ArticleInsider  was $5,491,417 in 2005 versus  $2,513,084 in 2004,
revenue from  ContentLogic  was  $3,569,091 in 2005 versus  $286,538 in 2004 and
revenue from other  sources was $303,893 in 2005 versus $0 in 2004.  Revenue for
ArticleInsider  comprised  58.6%  of  total  revenues  for  2005,  revenues  for
ContentLogic  comprised  38.1% in 2005 and revenue from other sources  comprised
3.2% of 2005  revenue.  This  compares  with  89.8%,  10.2%,  and 0% of revenues
attributable to ArticleInsider, ContentLogic and other sources, respectively, in
2004.

COST OF SALES AND GROSS PROFIT

The Company had a gross profit of  $7,020,378  and a gross margin of 75% for the
year ended  December 31, 2005 versus  gross  profits of  $1,148,715  and a gross
margin  of 41% for the  comparable  period of 2004.  The cost of sales  consists
principally  of  traffic  purchased  for  resale,   content  developed  for  the
ArticleInsider.com  network  and  content  developed  for sale or license to our
clients.

The increase for the year ended  December 31, 2005 over the year ended  December
31, 2004 in the gross profit is mainly due to the increased  emphasis on content
sales  through  the  ContentLogic  program,  the  development  of the  affiliate
network,  lower costs of content  development,  introduction  of revenue streams
from new products and a change in accounting policy. With sales of ContentLogic,
we receive more gross margin  profit upon  delivery and  acceptance  than in the
licensing  model,  where the payments are  stretched  out over the period of the
license.   For  content  development  costs,  we  were  able  to  lower  content
development   costs  by  streamlining  the  development   process  and  removing
production steps as well as gain efficiencies as the writing and editorial staff
developed workflow processes. The development of the affiliate network helped us
capture the deferred  revenue more swiftly and the  development of the affiliate
and other  products  revenue  stream  helped  increase the gross profit for 2005
versus 2004 when we had no revenue associated with either product.

                                       23
<PAGE>

The  increase  in gross  margins is  primarily  attributable  to  operating  the
ContentLogic product for all of 2005 versus only the last quarter in 2004, lower
development  costs and a change in the  accounting  estimate for useful lives on
amortization.

The increase for the year ended  December 31, 2005 over the year ended  December
31,  2004 in gross  profits  and gross  margins is mainly  due to the  increased
emphasis on content sales through the ContentLogic program,  delivery of traffic
through the  ArticleInsider  and  affiliate  networks,  lower  overall  costs of
affiliate  traffic,  content  development and a change in accounting policy. For
the years ended 2005 and 2004,  $604,491 and $0,  respectively,  of ContentLogic
related  development  costs  were  amortized  over  the  expected  life  of  the
contracts.

The gross profit  attributable to  ArticleInsider  was $4,057,904 in 2005 versus
$907,269 in 2004,  with gross profit  attributable to ContentLogic of $2,736,101
in 2005 versus  $241,446 in 2004 and gross profit  attributable to other sources
was  $226,373  in 2005  versus  $0 in 2004.  The  gross  margin  experienced  by
ArticleInsider  was  73.9%  in 2005  versus  36.1% in 2004,  with  gross  margin
experienced  by  ContentLogic  of 76.7% in 2005  versus  84.3% in 2004 and gross
margin  experienced  by other  sources  74.5% in 2005 with no  revenues or gross
margin from other sources in 2004.

OPERATING EXPENSES

Operating  expenses consist of selling  expenses and general and  administrative
expenses.

Selling  expenses  consist of costs incurred to develop and implement  marketing
and sales  programs  for the  Company's  products,  including  ContentLogic  and
TrafficLogic.  These include  costs  associated  with the  marketing  department
participation in trade shows,  media development and advertising.  These selling
expenses also include the costs of hiring and  maintaining  a sales  department.
These costs  increased  from  $2,299,243 for the year ended December 31, 2004 to
$2,337,747  in the same period of 2005.  The Company  streamlined  the sales and
marketing effort and made numerous adjustments to the compensation  schedule for
members of the sales team and believes that it has now aligned the  compensation
structure with the overall goals of the Company.

General and  administrative  expenses  include  senior  management,  accounting,
legal,  business  development  consulting,   rent,   administrative   personnel,
depreciation  and  amortization  and other overhead  related costs.  These costs
increased to $4,954,907  from  $3,163,017  for the year ended  December 31, 2005
from the same period  ended  December  31,  2004.  This  increase  is  primarily
attributed  to the  addition  of new  senior  management,  hiring of  additional
personnel  to address  the  regulatory  requirement  of being a public  company,
meeting the expected growth of the Company as it expands in the online marketing
industry,   increased   depreciation   and   amortization  and  non-cash  equity
compensation   expenses.   Expenses  associated  with  these  equity  grants  to
consultants,  employees and members of the Board of Directors for the year ended
December  31, 2005 were  $645,502.  The Company has issued  restricted  stock to
certain employees and the Board of Directors for a total value of $707,900 which
is  being  amortized  over  the one and  four  year  vesting  periods  of  their
respective  agreements.  Expenses for depreciation and amortization increased to
$420,595  for the year ended  December 31, 2005 from $77,798 for the same period
in 2004.

OTHER NON-OPERATING INCOME/EXPENSE

Other  non-operating  net income is  substantially  comprised of interest income
received on the cash  balances the Company  maintains in money market  accounts.
Interest income,  net of expense increased to $50,373 in the year ended December
31, 2005 as compared to $9,319 in interest  expense for the year ended  December
31, 2004 due to the increased  cash  balances  from private  placement of common
stock.

We also  experienced  a gain of $536,900 in 2005  associated  with the change in
fair  value of the  warrants  we issued in  conjunction  with the  financing  we
completed in November 2005.

NET INCOME (LOSS)

We had net income of $314,997 or $0.01 per share in the year ended  December 31,
2005 compared to a net loss of  $4,322,864 or $0.13 per share in the  comparable
period of 2004.  This  improvement  was due to an increase in revenues and gross
profit,  a change in the fair value of warrants  issued and net interest  income
versus net interest expense in 2004.

                                       24
<PAGE>

LIQUIDITY AND CAPITAL RESOURCES

Cash  increased by $3,499,602 to $4,828,560 for the year ended December 31, 2005
relative to the Company's  fiscal year ending  December 31, 2004. This is mainly
due to the successful  private  placement of common stock  completed in December
2004,  January  2005  and  November  2005,  from  which  $8,767,845  in cash was
received.

Cash used in operating  activities of $4,473,260 in the year ended  December 31,
2005,  consisted  principally  of a decrease of  $4,788,257 in the net change of
current assets and current  liabilities.  This decrease resulted  primarily from
increases in prepaid expenses and other current assets of $160,706, decreases in
amounts  refunded to customers of $754,659 and deferred  revenue of  $4,608,043,
offset somewhat by a decrease in accounts receivable of $130,577 and an increase
in the accounts payable, accrued expenses and other liabilities of $75,377.

For the year  ended  December  31,  2004,  $1,263,912  of cash was  provided  by
operating activities.  This amount principally consisted of the cash used in the
net loss of $4,322,684 offset by $77,798 of depreciation and amortization and an
increase in cash of $5,586,776  related to the net change of current  assets and
current  liabilities.  This  increase  resulted  primarily  from an  increase in
deferred revenue of $4,655,910,  accounts payable of $192,782 and provisions for
amounts  refunded to customers  of $798,810 and offset  somewhat by increases in
accounts receivable of $106,872 and prepaid expenses of $31,652.

Cash used in investing  activities  for periods ended December 31, 2005 and 2004
was $762,950 and $190,109  respectively.  The Company used  $158,459 to purchase
property  and  equipment  and  $604,491 for  development  of content  related to
12-month  content  license  agreements  and the expansion of its  ArticleInsider
network in 2005 and used $190,109 to purchase property and equipment in 2004.

Cash provided by financing  activities  for the year ended  December 31, 2005 of
$8,735,811  was due to the  receipts of gross  proceeds of  $8,767,845  from the
private  placement  offerings in December  2004,  March 2005 and  November  2005
offset somewhat by principal payments on capital leases of $32,034.  The $44,749
of cash provided by financing  activities  for the year ended  December 31, 2004
was due to a decrease in loans to stockholders of $69,486 and offset somewhat by
principal  payments on capital lease  obligations of $20,737 and equity accounts
of $4,000.

As of December 31, 2005, the Company had cash and cash equivalents  amounting to
$4,828,560, an increase of $3,499,602 from the balance at December 31, 2004. The
Company had net working capital of $2,194,659 at December 31, 2005.

There  are no  material  commitments  for  additional  capital  expenditures  at
December  31, 2005.  The  continuing  commitment  of capital is for the existing
equipment capital leases and the operating lease for the Company's offices.  The
capital leases have future minimum lease payments of $39,795 in 2006 and $18,632
in 2007.  The operating  lease for the offices has future minimum lease payments
of $193,360 in 2006, $220,620 in 2007, $226,125 in 2008 and $95,375 in 2009.

OFF-BALANCE SHEET ARRANGEMENTS

The Company has no off-balance sheet arrangements.

Item 7.  Financial Statements.

The financial  statements and related financial  statement schedule are included
herein and filed as a part of this report. See Index on page F-1.

                                       25
<PAGE>

Item  8.  Changes  in and  Disagreements  With  Accountants  on  Accounting  and
Financial Disclosure.

None.

Item 8A.  Controls and Procedures.

(a) Evaluation of Disclosure Controls and Procedures

The term "disclosure  controls and procedures" is defined in Rules 13a-15(e) and
15d-15(e)  of the  Securities  Exchange Act of 1934,  as amended (the  "Exchange
Act").  This term refers to the  controls and  procedures  of a company that are
designed to ensure that information required to be disclosed by a company in the
reports that it files under the Exchange Act is recorded, processed, summarized,
and reported within the required time periods.  Our Chief Executive  Officer and
our Chief Financial  Officer have evaluated the  effectiveness of our disclosure
controls  and  procedures  as of the end of the period  covered  by this  annual
report.  They have concluded that, as of that date, our disclosure  controls and
procedures  were  effective  at  ensuring  that  required  information  will  be
disclosed on a timely basis in our reports filed under the Exchange Act.

(b) Changes in Internal Control over Financial Reporting

No change in our internal control over financial  reporting (as defined in Rules
13a-15(d)  and  15d-15(f)  under the Exchange  Act)  occurred  during the period
covered by this report that has materially affected,  or is reasonably likely to
materially affect, our internal control over financial reporting.

                                    PART III

Item 9.  Directors and Executive Officers.

Set forth below is certain information  regarding our directors,  key personnel,
and members of our advisory board.


Name                Age    Position
------------------  ---    -----------------------------------------------
George Lichter      54     Director, President and Chief Executive Officer

Steve Lazuka        32     Director, Founder and Chief Strategy Officer

Frank Knuettel, II  39     Chief Financial Officer

David Averill       41     General Manager, ContentLogic

Kelly Bakst         40     Vice President and Chief Information Officer

David Gagne         32     Vice President, Technology

Martial Chaillet    58     Director

Claudio Pinkus      49     Director, Executive Chairman

John LaValle        49     Director

George Lichter - Director,  President and Chief  Executive  Officer since August
2005.  Prior to  joining  the  Company,  Mr.  Lichter  co-founded  and served as
Co-Chief  Executive  Officer of the Whole Body/Yoga  Works, a national family of
Yoga and  alternative  health and fitness centers from March 2002 through August
2005. He currently serves there as a member of the Board of Directors.  Prior to
co-founding Whole Body/Yoga Works, Mr. Lichter served  concurrently as President
of Ask Jeeves  International  and Chief Executive  Officer of Ask Jeeves UK from
May 1999 through January 2002.  Prior to Ask Jeeves,  Mr. Lichter was the Senior
Vice President of Vivendi/Havas Interactive which, prior to its divestiture, was
Cendant Software from 1994 through April 1999. Prior to that, Mr. Lichter was an
entertainment  attorney  in the  Beverly  Hills law firm of  Rosenfeld,  Meyer &
Susman.  Mr. Lichter graduated Phi Beta Kappa with a bachelor's degree from UCLA
and received a Juris Doctor degree from Stanford Law School.

                                       26
<PAGE>

Steve Lazuka - Founder,  Director,  and Chief Strategy Officer since August 2005
and Founder,  Director and Chief  Executive from inception in March 2002 through
August 2005. Mr. Lazuka co-founded  Website Results,  a search marketing company
in September 1998 and sold in 2000 to 24/7 Real Media (TFSM),  a publicly traded
online  media  company.  From the time of the sale to 24/7 Real Media  until the
founding of InfoSearch  Media in March 2002, Mr. Lazuka served as Vice President
of Operations and Business  Development  for 24/7 Search,  the search  marketing
division of 24/7 Real Media.  He studied  Business  Management  at John  Carroll
University.

Frank Knuettel, II - Chief Financial Officer.  Prior to joining InfoSearch Media
in March 2005, Mr. Knuettel co-founded Internet Machines  Corporation,  where he
held several  positions,  including Chief Executive  Officer and Chief Financial
Officer. While at Internet Machines Corporation, a fabless semiconductor company
developing  chips for high-speed  communications  devices,  Mr.  Knuettel raised
almost $90 million in equity and debt, managed  significant  internal growth and
ultimately  led the sale of the business to IDT Corp. in 2004.  Before  founding
Internet  Machines  in January  2000,  Mr.  Knuettel  was the  CFO/COO of Viking
Systems, a developed or enterprise  resource  management systems targeted at the
management of non-profit  fundraising  operations.  As CFO/COO, Mr. Knuettel led
the company through a Chapter XI reorganization and managed the  post-bankruptcy
Series A financing.  Prior to his position at Viking,  he was Vice President and
Chief  Financial  Officer of  Fightertown  Entertainment,  Inc. in Lake  Forest,
California.  While at Fightertown, he was responsible for the development of the
company's  strategic  and expansion  plans as well as all financial  operations.
During his tenure,  Fightertown's revenues quadrupled in two years. Mr. Knuettel
is a cum laude graduate in economics  from Tufts  University and received an MBA
in Finance and Entrepreneurial Management from The Wharton School, University of
Pennsylvania.

David Averill - General Manager, ContentLogic. Prior to joining InfoSearch Media
in September 2005, Mr. Averill served as the Vice-President of Customer Services
at Kanisa from July 2003 through  April 2005,  where he led all  customer-facing
operations,  including  pre-sale  and  technical  support,  consulting,  hosting
operations and education services.  Also acting as Vice-President of Services at
Jeeves Solutions prior to Kanisa's  acquisition,  Mr. Averill guided his team in
handling  sales and delivery for 50% of the  division's  revenue.  From February
2000 through June 2003, Mr. Averill  spearheaded  the effort to consolidate  all
customer-facing departments at AskJeeves,  defining solutions-delivery offerings
for the company's premiere search product,  JeevesOne.  Mr. Averill's  corporate
experience  includes several  executive  positions in Professional  Services and
Development  at  PeopleSoft.  During his almost seven years at  PeopleSoft,  Mr.
Averill  created  the  Enterprise  Solution  Center,  a  lab-based   cooperative
development center for PeopleSoft's enterprise customers.  Mr. Averill began his
career  with  Dun  &  Bradstreet  Software  (DBS)  as  a  software  trainer  and
consultant, where he was awarded top performer for 1991 and 1992.

Kelly Bakst - Vice  President and Chief  Information  Officer.  Mr. Bakst brings
over 20  years  of  operations  and  information  technology  experience  to the
Company,  including extensive experience in the Internet,  finance,  healthcare,
insurance and education  sectors.  Prior to joining  InfoSearch in October 2004,
Mr.  Bakst  was  Director  of  Applications   Development  for  Zenith  National
Insurance-Workman's  Compensation  Insurance Group from July 2003 through August
2004.  From May 2000 through  March 2003,  Mr.  Bakst was the Vice  President of
Systems   for   Thomas   Weisel   Partners,   LLC  -  a  San   Francisco   based
investment-banking  firm.  During his time at Thomas Weisel Partners,  Mr. Bakst
created CRM and trading systems from the ground up, and streamlined processes to
allow for  effective  cost  management.  Additionally,  Mr.  Bakst has served as
Director of  Information  Technology  for  Healthcare  Recoveries,  Inc.  and as
Executive Vice President of Technology for Evaluation Technologies, Inc.

David  Gagne  - Vice  President,  Technology.  Mr.  Gagne  has  been  developing
enterprise and Internet-based  information  architecture  solutions for almost a
decade.  Mr.  Gagne  began his  professional  career  in March  1998 as the lead
programmer for Regeneration Technologies, Inc., a biotechnology company in North
Central  Florida.  While  there,  he was integral in the creation of a corporate
logistics/manufactured  goods distribution and warehousing system. After a brief
stint at Home Shopping Network Direct,  Mr. Gagne joined Healthcare  Recoveries,
Inc. in November 2000,  before joining  InfoSearch in June 2002. Mr. Gagne has a
wealth of experience  managing  business data systems and is  accomplished  in a
wide range of programming  languages.  Mr. Gagne  graduated with Honors from the
University  of Florida  College of Liberal Arts and  Sciences  with a Bachelor's
Degree in English.

                                       27
<PAGE>

Martial  Chaillet - Director since February 23, 2005. Since January 1, 2003, Mr.
Chaillet  has served as Chairman  and General  Partner of MediaWin & Partners in
Geneva,  Switzerland.  Founded by Mr. Chaillet, MediaWin is a private investment
firm that takes  significant  ownership stakes in small to medium-sized  private
media  companies,  operating  on a global  basis.  From 1972 through  2002,  Mr.
Chaillet served as Senior Vice President and Global Portfolio Manager of Capital
Research and  Management,  the mutual fund arm of The Capital  Group  Companies,
Inc., a leading global financial  institution.  At Capital Research, he was also
in charge of global research for media and  entertainment  and telecom  services
and equipment  companies.  Mr.  Chaillet was a member of the  seven-member  team
awarded  the  title  of  Morningstar  Fund  Manager  of the  Year in 1999 in the
International  category.  Mr.  Chaillet is a member of the Board of Directors of
SparkNet.com.  Mr.  Chaillet  holds a degree in Business  Administration  with a
concentration  in Economics  from the  University of Geneva and  graduated  with
honors  from the  Swiss  Technical  School  with a  degree  in  Electronics  and
Automation Systems.  Mr. Chaillet serves on the board of Spark Networks and Snap
TV in the United State and WiseKey in Switzerland.

Claudio  Pinkus - Director  since  April 4, 2005 and  Executive  Chairman  since
August 22, 2005. Mr. Pinkus brings 25 years of strategic  technology  management
experience to the Company,  with specific expertise in the search engine market.
Mr. Pinkus served as Chief Operating Officer of Ask Jeeves International,  Inc.,
as well as Chief  Strategy  Officer of Ask  Jeeves,  Inc.  Prior to joining  Ask
Jeeves,  he served as Chief  Executive  Officer of Bowne Global  Solutions,  the
world's largest localization  services provider.  Mr. Pinkus serves on the board
of RevCube Media, a private internet  advertising  company in San Francisco,  CA
and World Links, a Washington, DC nonprofit entity.

John  LaValle - Director  since May 3, 2005.  Mr.  LaValle  has over 20 years of
experience with high-growth technology companies during which time he has helped
raise more than $700 million in funding  through venture  capitalists,  bank and
lease financing,  and public  offerings.  He has completed three successful IPOs
and one of the largest  secondary  offerings ever done by any Internet  company.
Prior to TelASIC,  Mr.  LaValle was CFO of Lightcross,  Inc. a  manufacturer  of
integrated,  silicon-based  optical products for  telecommunications  equipment.
Prior  to  that,  he was CFO and  Executive  Vice  President  of  Operations  of
Stamps.com (IPO in 1999), CFO of Comcore  Semiconductor,  a high-performance DSP
company  (acquired  by  National  Semiconductor  in  1998),  and  CFO of  Trikon
Technologies  (IPO in  1995),  a  chemical  vapor  deposition  and  plasma  etch
semiconductor  equipment  manufacturer.  Mr.  LaValle  also  served  as  CFO  of
Superconductor  Technologies  (IPO in 1992), a manufacturer of high  temperature
thin film superconductors used in cellular base station applications, and as CFO
of PS Medical, a manufacturer of implantable neurosurgery products. Early in his
career, he held senior financial analyst positions with Chevron  Corporation and
Andersen  Consulting.  Mr. LaValle received his undergraduate  degree with Summa
Cum Laude honors from Boston College,  and earned his MBA from Harvard  Business
School where he was awarded multiple  Fellowships.  Mr. LaValle also sits on the
board of  CyberDefender,  a Santa  Monica,  CA based private  company  producing
anti-spyware software.

Code of Ethics

We have adopted a code of ethics which is applicable to the Company's  principal
executive officer,  principal financial officer, principal accounting officer or
controller,  or  persons  performing  similar  functions.  A copy of our code of
ethics  may be  requested  without  charge by  contacting  the  Company's  Chief
Financial Officer at the Company's  principal  executive offices located at 4086
Del Rey Avenue, Marina Del Rey, California 90292.

Audit Committee and Audit Committee Financial Expert

We  established  an audit  committee  on December  14, 2005 and  appointed  John
LaValle as its initial  member.  The Board of Directors has determined  that Mr.
LaValle is independent;  the company  believes that he is a financial expert and
is performing the analysis to confirm.

Procedure for the Consideration of Board Candidates Submitted by Stockholders

The Board of Directors  has adopted  procedures  for the  submission of director
nominees by stockholders  for  consideration by the Board. If a determination is
made that an additional  director is required,  the Board will consider nominees
submitted by the Company's stockholders. Stockholders can submit qualified names
of nominees for director by writing to our Corporate Secretary, Mike Irvine, 155
Constitution Drive, Menlo Park, CA 94025. For such nominee to be considered, the
nomination  must be received by the  Corporate  Secretary  not less than 90 days
prior to the date of the Company's  proxy  materials  for the  preceding  year's
annual meeting and the nomination must include the following information:

                                       28
<PAGE>

      o     the name and address of the proposing  stockholder  as it appears on
            the  Company's  books and the number of shares of Common  Stock that
            are owned  beneficially  by such  stockholder (if the stockholder is
            not a holder of record  appropriate  evidence  of the  stockholder's
            ownership must be submitted with the nomination);

      o     the name, address and contact information of the nominee;

      o     a statement of the nominee' business and educational experience;

      o     detailed information about any relationship or understanding between
            the proposing  stockholder and the nominee or any other  stockholder
            or group of stockholders; and

      o     a statement that the nominee is willing to be considered and willing
            to serve as a director if nominated and elected.

Communications with the Board of Directors

The Board has established a process for shareholders to communicate with members
of the  Board.  If you  would  like  to  contact  the  Board,  you  can do so by
forwarding  your  concern,  question or  complaint  to the  Company's  Corporate
Secretary, Mike Irvine, at 155 Constitution Drive, Menlo Park, CA 94025.

Item 10.  Executive Compensation.

Summary Compensation Table

The following tables summarize the annual  compensation paid and options granted
for the three years ended  December  31,  2005,  2004 and 2003 to the  Company's
Chief Executive  Officer and other executive  officers whose total annual salary
and bonus for 2005 exceeded $100,000:

<TABLE>
<CAPTION>
                                                                Long-Term Compensation
                                      Annual Compensation               Awards
                                    -----------------------     ------------------------
                                                                             Securities
                                                               Restricted    Underlying
Name and Principal                                            Stock Awards  Options/SARs
Position                   Year     Salary ($)    Bonus ($)        ($)          (#)
------------------         ----     ----------    ---------   ------------  -------------
<S>                        <C>      <C>           <C>         <C>           <C>
George Lichter (1)
Chief Executive Officer    2005       54,615         2,400            0             0

Frank Knuettel II (2)
Chief Financial Officer    2005      142,189             0     $267,900       262,500

Steve Lazuka (3)
Chief Strategy Officer     2005      173,958             0            0             0
                           2004      332,501             0            0       541,845
                           2003      219,000             0            0             0

Kelly Bakst (4)
Vice President and
Chief Operating Officer    2005      135,000         1,000            0       100,000
                           2004       28,125         1,000            0             0
                           2003            0             0            0             0

David Gagne (5)
Vice President,
Technology                 2005      100,008         1,000            0             0
                           2004            0             0            0       363,432
                           2003            0             0            0             0
</TABLE>



                                       29
<PAGE>

(1)   Mr. Lichter was hired as our Chief Executive Officer as of August 2005 and
      entered into an employment agreement on January 4, 2006.

(2)   Mr. Knuettel was hired as our Chief Financial Officer as of March 2005.

(3)   Mr.  Lazuka  served as our  President  and Chief  Executive  Officer until
      August 22, 2005 and as Chief Strategy Officer thereafter.

(4)   Mr.  Kelly  Bakst was hired as our Vice  President  and Chief  Information
      Officer as of October 2004.

(5)   David Gagne was appointed as Vice President, Technology in connection with
      the Merger on December 31, 2004.

<TABLE>
<CAPTION>

                                            OPTION/SAR GRANTS IN LAST FISCAL YEAR

-------------------------------------------------------------------------------------------------------------------------------
                                                           Percent of total
                                Number of securities     options/SARs granted
                                 underlying options/       to employees in         Exercise or base
Name                               SARs granted (#)          fiscal year             price ($/Sh)          Expiration date
(a)                                     (b)                      (c)                     (d)                     (e)
<S>                                  <C>                      <C>                       <C>                  <C>
George Lichter                            -                       -                       -                       -
Chief Executive Officer

Frank Knuettel II                      262,500                  25.3%                   $0.76                 2/25/2015
Chief Financial Officer

Steve Lazuka                              -                       -                       -                       -
Chief Strategy Officer

Kelly Bakst                            100,000                   9.6%                   $0.81                 6/14/2015
Vice President and
Chief Operating Officer

David Gagne                               -                       -                       -                       -
Vice President, Technology

</TABLE>

Director Compensation

We compensate  our  non-employee  directors for their services as members of our
Board of Directors in the amount of $25,000 per year and $1,000 for each meeting
of the Board of Directors that such  directors  attend.  Additionally,  on their
appointment to the Board,  Mr.  Chaillet and Mr. Pinkus were granted  restricted
stock  awards in the amount of 100,000  shares and 100,000  shares  respectively
which vest  quarterly  from the grant date of such  awards and  provide for full
vesting on the first  anniversary  of the  directors  appointment  to the Board.
Management  directors  do not receive  any  compensation  for their  services as
directors other than the compensation they receive as our officers.

Employment Agreements

We entered into an employment  agreement on January 4, 2006 with George  Lichter
as Chief Executive  Officer (the "Lichter  Employment  Agreement").  The Lichter
Employment  Agreement provides for an initial annual base salary of $150,000 and
an annual  performance-based  bonus of up to $150,000. In addition,  Mr. Lichter
receives an automobile allowance of $600 per month. Under the Lichter Employment
Agreement,  Mr.  Lichter  may  resign  for  "good  reason"  if  his  duties  are
substantially  diminished  or if we  materially  breach the  Lichter  Employment
Agreement.  In that event, Mr. Lichter will receive his base salary, bonuses and
benefit plan  coverage for a period of six months.  Likewise,  Mr.  Lichter will
receive his base salary,  bonuses and benefit plan  coverage for a period of six
months if he is discharged without cause. The Lichter Employment  Agreement also
includes  restrictive  covenants relating to competition and solicitation of our
customers or  employees.  The Lichter  Employment  Agreement  provides  that Mr.
Lichter will  normally  work for us four days per week.  We have agreed to allow
Mr.  Lichter to continue to serve as an officer and director of MCS Ventures and
Yoga Works,  Inc., but only to the extent that Mr. Lichter's  continued  service
does not materially interfere with the performance of his duties to us.

                                       30
<PAGE>

Pursuant  to his  employment  agreement,  Mr.  Lichter  was  granted,  under the
Registrant's  2004 Stock  Option Plan (the  "Plan"),  a  restricted  stock award
representing  675,000  shares of our common stock,  of which 225,000 shares will
vest on January 4, 2006 and the remaining shares will vest in three installments
of 150,000 shares each on February 23, 2006, April 23, 2006 and August 23, 2006,
provided that Mr. Lichter's  employment has not been terminated for cause or Mr.
Lichter has not  terminated  his  employment  for other than good  reason  under
circumstances where he has also has been removed or has resigned from the Board.
Mr.  Lichter  may  participate,  as a  selling  stockholder,  in  any  financing
transaction  undertaken  by us for the purpose of  satisfying  the tax liability
incurred by Mr. Lichter as a result of the restricted  stock award. In the event
that we have  not  completed  a  financing  transaction  in  which  Mr.  Lichter
participates  by the due date of such tax liability,  we have agreed to pay such
liability on Mr. Lichter's  behalf by January 13, 2006. Our obligations  related
to such tax liability are conditioned on Mr. Lichter's filing of a Section 83(b)
election within 15 business days of the date of the restricted  stock award. Mr.
Lichter was also  subsequently  granted an additional  stock award  representing
675,000 shares of our common stock, of which 225,000 shares will vest on January
4, 2006 and the  remaining  shares  will vest in three  installments  of 150,000
shares each on February 23, 2006,  April 23, 2006 and August 23, 2006,  provided
that Mr.  Lichter's  employment has not been terminated for cause or Mr. Lichter
has not  terminated  his  employment  for  other  than  good  reason  and  under
circumstances where he has also has been removed or has resigned from the Board.
The Lichter Employment Agreement also includes restrictive covenants relating to
competition and solicitation of our customers or employees, and employment under
the  Lichter  Employment  Agreement  is at will  and  therefore  InfoSearch  may
terminate Mr. Lichter's employment at any time and for any reason subject to the
provisions set forth above.

We have entered into an executive  employment  agreement  with Steve Lazuka (the
"Lazuka  Employment  Agreement")  dated  December  29, 2004 and  terminating  on
December  31,  2006.  The Lazuka  Employment  Agreement  provides for an initial
annual base salary of $175,000, with a minimum annual increase in base salary of
10%.   The   Lazuka   Employment   Agreement   also   provides   for  an  annual
performance-based  bonus of up to $175,000, as determined by the Company's Board
of  Directors.  The Lazuka  Employment  Agreement  expires on December 31, 2006,
subject to extension or earlier  termination.  It provides that if Mr. Lazuka is
terminated  by us without  cause or if he  terminates  his  employment  for good
reason,  he will be  entitled  to his base  salary,  bonuses  and all health and
benefits coverage, in each case for 12 months. At the election of Mr. Lazuka, in
the event of such  termination,  his base  salary and any bonus  then  earned is
payable  by the  Company  in a lump sum  within  45 days  after  his last day of
employment.  "Good  reason"  exists if Mr.  Lazuka's  duties  are  substantially
diminished  or if we  materially  breach the Lazuka  Employment  Agreement.  The
Lazuka  Employment  Agreement also includes  restrictive  covenants  relating to
competition and solicitation of our customers or employees.

Under the Lazuka Employment  Agreement,  Mr. Lazuka received options to purchase
up to 600,000  shares of our common  stock under our 2004 Stock Option Plan (the
"Plan"),  which vest in three equal installments after six months, 12 months and
24 months,  respectively.  The options vest in full in the event of Mr. Lazuka's
death, disability,  discharge without cause, or resignation for good reason. The
exercise  price  of  the  options  granted  pursuant  to the  Lazuka  Employment
Agreement is $1.00 per share.

In connection  with the  appointment  of Mr.  Lichter as our President and Chief
Executive Officer,  Mr. Lazuka's employment agreement was amended. The amendment
reaffirms all of the  provisions of the Lazuka  Employment  Agreement  including
those  establishing  the term of  employment  and  compensation  payable  to Mr.
Lazuka. The amendment revises Mr. Lazuka's position and title from President and
Chief Executive Officer to Chief Strategy Officer and from Chairman to Director.
The amendment adds certain new rights and  obligations to the Lazuka  Employment
Agreement, the most significant of which obligate us to include in any financing
transaction up to one million shares of our common stock owned by Mr. Lazuka. We
also agreed to include all shares of our common  stock owned by Mr.  Lazuka that
are not sold in such a financing transaction in any registration statement filed
by us (other than a registration  statement filed solely to register an employee
compensation  plan on a Form S-8) and  provided  Mr.  Lazuka the right to demand
such  registration  in the event that we fail to register  such shares within 12
months. Mr. Lazuka has agreed to execute a standard lock-up agreement related to
his common  stock for a period of 12 months.  Further,  pursuant to the close of
the private placement underlying the registration  statement on Form SB-2/A, Mr.
Lazuka  agreed to waive his rights to sell  shares in the private  placement  as
well as waive the commencement of his registration rights for a period of twelve
months commencing on the closing date of the registration.

                                       31
<PAGE>

We also have entered into an executive  employment agreement with Frank Knuettel
(the "Knuettel Employment Agreement").  The Knuettel Employment Agreement, dated
March 8, 2005, provides for an initial annual base salary of $175,000,  provided
that if Mr.  Knuettel  remains  in the  employment  of the  Company in the month
following  the second  consecutive  quarter that the Company is  profitable on a
GAAP basis, his base salary will increase to $185,000.  The Knuettel  Employment
Agreement  further  provides  for a potential  target bonus equal to 30% of base
salary, contingent on the Company's achieving revenue and operating income goals
and Mr.  Knuettel's  attaining  individual  goals  established  by the  Board of
Directors.  Under the  Knuettel  Employment  Agreement,  Mr.  Knuettel  received
options to  purchase  up to 262,500  shares of our common  stock made  available
under the Plan, which vest over a four-year period.  Additionally,  Mr. Knuettel
received an award of 352,500  restricted shares of our common stock,  which also
vest over a four-year  period of his employment  with the Company.  Mr. Knuettel
was also  subsequently  granted an additional stock award  representing  167,500
shares, under which 25% of the shares will vest on January 4, 2006, 12.5% of the
shares will vest on July 7, 2006 and the  remaining  shares will vest over three
years  in  equal,  monthly  installments,  ending  on  January  4,  2009  and an
additional  option  award  representing  82,500  shares,  under which 25% of the
shares  will vest on January 4, 2006,  12.5% of the shares  will vest on July 7,
2006 and the  remaining  shares  will vest over  three  years in equal,  monthly
installments, ending on January 4, 2009.

The Knuettel Employment Agreement provides that if Mr. Knuettel is terminated by
us without  cause,  he will be  entitled  to his base  salary for the  six-month
period  following  termination,  and  the  vested  portion  of  the  option  and
restricted stock grants described above will be determined as if he had remained
in employment for one additional year. If Mr. Knuettel resigns after a change in
control,  he will be  entitled  to his  base  salary  for the  six-month  period
following his  resignation,  and the vested portion of the option and restricted
stock  grants  described  above  will be  determined  as if he had  remained  in
employment  for two  additional  years.  At the  election of Mr.  Knuettel,  the
severance benefits are payable by the Company in a lump sum within 45 days after
his last day of  employment.  The Knuettel  Employment  Agreement  also includes
restrictive  covenants relating to competition and solicitation of our customers
or employees,  and employment under the Knuettel Employment Agreement is at will
and therefore InfoSearch may terminate Mr. Knuettel's employment at any time and
for any reason subject to the provisions set forth above.

We also have entered into employment agreements with Kelly Bakst and David Gagne
which provide for an annual salary to Mr. Bakst in the amount of $135,000 and an
annual  salary to Mr.  Gagne in the amount of  $100,008.  Other than  provisions
related to annual salary, the employment  agreements  contain  substantially the
same  terms.  Under these  agreements,  Mr.  Bakst and Mr.  Gagne may be awarded
options to  purchase  our common  stock in amounts  that the Board of  Directors
feels  are  appropriate  based  on their  performance.  Employment  under  these
agreements is at will and therefore the Company may terminate these employees at
any time and for any reason.

                                       32
<PAGE>

Item 11.  Security Ownership of Certain Beneficial Owners and Management.

The following  table sets forth  certain  information  regarding the  beneficial
ownership of the Common Stock as of February 28, 2006 by (i) each person who, to
our knowledge,  beneficially owns more than 5% of our Common Stock; (ii) each of
our directors and executive  officers;  and (iii) all of our executive  officers
and directors as a group:

Name and Address of Beneficial Owner                                   Percent
                                                          Amount(1)    of Class
                                                          ---------    -------
George Lichter (2)                                        1,050,000      2.48%
Steve Lazuka (3)                                          8,114,733     19.19%
Frank Knuettel, II (4)                                      276,146         *
David Averill (5)                                            29,167         *
Kelly Bakst (6)                                              37,500         *
David Gagne (7)                                             363,432         *
Martial Chaillet (8)                                      1,189,474      2.81%
Claudio Pinkus (9)                                        1,150,000      2.72%
John LaValle (10)                                            91,667         *
------------------------------------------------------------------------------
All Executive Officers and Directors as a group          12,302,119     29.10%

*     represents beneficial ownership of less than 1%

(1)   Beneficial  ownership is calculated  based on 42,277,755  shares of Common
      Stock outstanding as of March 8, 2006.  Beneficial ownership is determined
      in accordance  with Rule 13d-3 of the Securities and Exchange  Commission.
      The number of shares  beneficially  owned by a person  includes  shares of
      Common Stock subject to restricted stock grants,  options or warrants held
      by that person that are currently  exercisable  or issuable or exercisable
      or  issuable  within 60 days of February  28,  2006.  The shares  issuable
      pursuant to those restricted stock grants,  options or warrants are deemed
      outstanding  for computing the percentage  ownership of the person holding
      these options and warrants but are not deemed outstanding for the purposes
      of computing the percentage ownership of any other person. The persons and
      entities  named in the table have sole  voting and sole  investment  power
      with  respect to the shares set forth  opposite  the  stockholder's  name,
      subject to community property laws, where applicable.
(2)   Includes 1,050,000 shares of Common Stock issuable pursuant to grants made
      on January 4, 2006 and vesting within 60 days of February 28, 2006.
(3)   Includes  361,248 shares of Common Stock issuable upon exercise of options
      exercisable within 60 days of February 28, 2006.
(4)   Includes  182,787  shares of Common Stock  issued or issuable  pursuant to
      restricted  stock grants that vest within 60 days of February 28, 2006 and
      93,359   shares  of  Common  Stock   issuable  upon  exercise  of  options
      exercisable within 60 days of February 28, 2006.
(5)   Includes  29,167 shares of Common Stock  issuable upon exercise of options
      exercisable within 60 days of February 28, 2006.
(6)   Includes  37,500 shares of Common Stock  issuable upon exercise of options
      exercisable within 60 days of February 28, 2006.
(7)   Includes  363,342 shares of Common Stock issuable upon exercise of options
      exercisable within 60 days of February 28, 2006.
(8)   Includes 100,000 shares of Common Stock issuable pursuant to grant made on
      February 23, 2005 and vesting within 60 days of February 28, 2006.
(9)   Includes 1,050,000 shares of Common Stock issuable pursuant to grants made
      on January 4, 2006 and  vesting  within 60 days of  February  28, 2006 and
      100,000 shares pursuant to grant to be made on April 4, 2006 provided that
      Mr. Pinkus remains on the Board.
(10)  Includes 91,667 shares of Common Stock issuable  pursuant to grant made on
      May 3, 2006 and vesting within 60 days of February 28, 2006.

                                       33
<PAGE>

Equity Compensation Plan Information

The  following  table  sets  forth,  as of  December  31,  2005,  the  number of
securities  outstanding  under the  Company's  stock option  plan,  the weighted
average exercise price of such options,  and the number of options available for
grant under such plan:

<TABLE>
<CAPTION>

                                                                                                      (c)
                                                                                             Number of securities
                                            (a)                         (b)                 remaining available for
Plan Category                   Number of securities to be    Weighted average exercise      future issuance under
                                   issued on exercise of        price of outstanding       equity compensation plans
                                   outstanding options,         options, warrants and        (excluding securities
                                    warrants and rights                rights               reflected in column(a))
----------------------------------------------------------------------------------------------------------------------
<S>                                               <C>                              <C>                      <C>
Equity compensation plans                         3,278,141                        .9932                    1,934,359
approved by security holders

Equity compensation plans not                             -                            -                            -
approved by security holders

Total                                             3,278,141                            -                    1,934,359
</TABLE>

Item 12.  Certain Relationships and Related Transactions.

As of December  31,  2005,  the Company  had a loan due from Walter  Lazuka,  an
InfoSearch  stockholder,  totaling $25,000.  This loan was entered into with Mr.
Walter Lazuka in a series of transactions  from March 19, 2004 through September
16, 2004.  This loan  accrues  interest at 7% with no fixed  interest  repayment
schedule and is payable on demand.

In a series of transactions from June 28, 2004 through July 26, 2004, InfoSearch
entered into a loan  agreement  totaling  $24,043  with Mike Lazuka,  one of its
stockholders.  The loan was repaid,  and as of December 31,  2005,  there was no
open balance.

In a series of  transaction  from May 4, 2004 through July 16, 2004,  InfoSearch
entered  into a loan  agreement  totaling  $34,608 with Tony  Tommasi,  a former
employee and current stockholder. The loan was forgiven in December 2004 as part
of a severance agreement between InfoSearch and Tony Tommasi, and as of December
31, 2005, there was no open balance.

In December  2004,  the Company  executed  several  promissory  notes with Steve
Lazuka, who is both an officer and a stockholder, to settle outstanding balances
owed to the Company.  The notes totaled $781,410 in aggregate and matured on the
earlier of January  31, 2005 or the  completion  of the  Merger,  with  interest
payable  only until  maturity,  when the  principal  was due and  payable in its
entirety.  In two payments in December  2004,  Mr. Lazuka paid the entire amount
then due, and as of December 31, 2005 there was no open balance.

We have entered into a 12-month  consulting  agreement  with Claudio  Pinkus,  a
member of our Board of Directors ("the Pinkus Consulting Agreement"). The Pinkus
Consulting  Agreement  provides for an annual  consulting  fee of $100,000 to be
paid in semi-monthly payments. The Pinkus Consulting Agreement also provides for
a quarterly  bonus payment of up to $25,000 for each  quarter,  as determined by
the Company's Board of Directors.  The Pinkus  Consulting  Agreement  expires on
August 23, 2006, subject to early termination.

Mr.  Pinkus was also granted  1,350,000  shares of  restricted  stock,  of which
450,000  shares will vest on January 4, 2006 and the remaining  shares will vest
in three  installments  of 300,000  shares each on February 23, 2006,  April 23,
2006 and August 23, 2006, provided that the Pinkus Consulting  Agreement has not
been terminated by the Company for cause under the Pinkus  Consulting  Agreement
or Mr. Pinkus has not terminated his service for "convenience" as defined in the
Pinkus Consulting  Agreement and under  circumstances where he has also resigned
from the Board.  If we fail to complete an  "approved  financing"  by August 23,
2006, all shares vest at that time.  Furthermore,  if Mr. Pinkus  terminates his
service for good reason, or his service is terminated without cause, the Company
will pay an amount in cash  equal to the sum of the  semi-monthly  payments  due
through  the  end  of  the  Agreement's  term,  and  any  unvested  shares  will
automatically vest. Mr. Pinkus may participate, as a selling stockholder, in any
financing  transaction  undertaken by us for the purpose of  satisfying  the tax
liability  incurred by Mr. Pinkus as a result of the restricted  stock award. In
the event that we have not completed a financing transaction in which Mr. Pinkus
participates  by the due date of such tax liability,  we have agreed to pay such
liability on Mr. Pinkus behalf by January 13, 2006. Our  obligations  related to
such tax  liability  are  conditioned  on Mr.  Pinkus  filing of a Section 83(b)
election within 15 business days of the date of the restricted stock award.

                                       34
<PAGE>

Item 13.  Exhibits

(a) The following exhibits are to be filed as part of this report:

<TABLE>
<CAPTION>

-----------------------------------------------------------------------------------------------------------------------------
Exhibit No.             Description                                       Incorporated by Reference to Filings Indicated
-----------------------------------------------------------------------------------------------------------------------------
<S>                     <C>                                               <C>
2.1                     Agreement and Plan of Merger and Reorganization   Exhibit 2.1 to Company's Current Report on Form
                        dated as of December 30, 2004 among               8-K filed on January 4, 2005 File No. 333-97385
                        TrafficLogic, Inc., MAC Worldwide, Inc. and
                        TrafficLogic Acquisition Corp.
-----------------------------------------------------------------------------------------------------------------------------
2.2                     Split Off Agreement dated December 30, 2004       Exhibit 2.2 to Company's Current Report on Form
                        among MAC Worldwide, Inc., Vincenzo Cavallo,      8-K filed on January 4, 2005 File No. 333-97385
                        Anthony Cavallo, Mimi & Coco, Inc. and
                        TrafficLogic, Inc.
-----------------------------------------------------------------------------------------------------------------------------
3.1.1                   Certificate of Incorporation                      Exhibit 3.1 to Company's Form SB-2 filed on July
                                                                          31, 2002, File Number 333-97385)
-----------------------------------------------------------------------------------------------------------------------------
3.1.2                   Certificate of Amendment to Certificate of        Exhibit 3.1.2 to Company's Current Report on Form
                        Incorporation of MAC Worldwide, Inc.              8-K filed on January 4, 2005 File No. 333-97385
-----------------------------------------------------------------------------------------------------------------------------
3.1.3                   Certificate of Amendment to Certificate of        Exhibit 3.1.3 to Company's Current Report on Form
                        Incorporation of MAC Worldwide, Inc.              8-K filed on January 4, 2005 File No. 333-97385
-----------------------------------------------------------------------------------------------------------------------------
3.2                     Bylaws of MAC Worldwide, Inc.                     Exhibit 3.2 to Company's Form SB-2 filed on July
                                                                          31, 2002, File Number 333-97385
-----------------------------------------------------------------------------------------------------------------------------
3.3                     Amended and Restated Bylaws*
-----------------------------------------------------------------------------------------------------------------------------
4.1                     Form of Warrant filed in connection with the      Exhibit 4.1 to InfoSearch's Current Report on Form
                        Securities Purchase Agreement dated November 2,   8-K filed on November 7, 2005 File No. 333 97385
                        2005 between InfoSearch Media, Inc. and the
                        signatory Investors thereto
-----------------------------------------------------------------------------------------------------------------------------
10.1                    Employment Agreement dated December 29, 2004      Exhibit 10.1 to Company's Current Report on Form
                        between InfoSearch Media, Inc. and Steve Lazuka   8-K filed on January 4, 2005 File No. 333-97385
-----------------------------------------------------------------------------------------------------------------------------
10.2                    Engagement Agreement dated September 27, 2004     Exhibit 10.2 to Company's Current Report on Form
                        between TrafficLogic, Inc. and CFO 911            8-K filed on January 4, 2005 File No. 333-97385
-----------------------------------------------------------------------------------------------------------------------------
10.3                    Lock Up Agreements between MAC Worldwide, Inc.    Exhibit 10.3 to Company's Current Report on Form
                        and TrafficLogic, Inc. related to Common Stock    8-K filed on January 4, 2005 File No. 333-97385
                        acquired in the Merger by Steve Lazuka, Charles
                        Dargan, Kelly Bakst and David Gagne
-----------------------------------------------------------------------------------------------------------------------------
10.4                    Indemnity Agreements dated December 31, 2004      Exhibit 10.4 to Company's Current Report on Form
                        between InfoSearch Media, Inc. and Steve          8-K filed on January 4, 2005 File No. 333-97385
                        Lazuka, Charles Dargan, and Kelly Bakst
-----------------------------------------------------------------------------------------------------------------------------
10.5                    2004 Stock Option Plan                            Exhibit 10.5 to Company's Current Report on Form
                                                                          8-K filed on January 4, 2005 File No. 333-97385
-----------------------------------------------------------------------------------------------------------------------------
10.6                    Subscription Agreement                            Exhibit 10.6 to Company's Current Report on Form
                                                                          8-K filed on January 4, 2005 File No. 333-97385
-----------------------------------------------------------------------------------------------------------------------------
10.7                    Employment Agreement dated March 8, 2005          Exhibit 10.1 to Company's Current Report on Form
                        between InfoSearch Media, Inc. and Frank          8-K filed on March 14, 2005 File No. 333-97385
                        Knuettel, II
-----------------------------------------------------------------------------------------------------------------------------
</TABLE>

                                       35
<PAGE>

<TABLE>
<CAPTION>

-----------------------------------------------------------------------------------------------------------------------------
<S>                     <C>                                               <C>
10.8                    Indemnity Agreement dated March 8, 2005 between   Exhibit 10.8 to Company's Annual Report on Form
                        InfoSearch Media, Inc. and Frank Knuettel, II     10-KSB filed on April 15, 2005 File No. 333-97385
-----------------------------------------------------------------------------------------------------------------------------
10.9                    Indemnity Agreement dated December 31, 2004       Exhibit 10.9 to Company's Annual Report on Form
                        between InfoSearch Media, Inc. and Louis W.       10-KSB filed on April 15, 2005 File No. 333-97385
                        Zehil
-----------------------------------------------------------------------------------------------------------------------------
10.10                   Indemnity Agreement dated April 15, 2005          Exhibit 10.10 to Company's Pre-Effective
                        between InfoSearch Media, Inc. and Martial        Amendment No. 1 to Form SB-2 filed on April 22,
                        Chaillet                                          2005 File No. 333-122814
-----------------------------------------------------------------------------------------------------------------------------
14                      Code of Ethics                                    Exhibit 14 to Company's Annual Report on Form
                                                                          10-KSB filed on April 15, 2005 File No. 333-97385
-----------------------------------------------------------------------------------------------------------------------------
21                      List of Subsidiaries                              Exhibit 21 to Company's Current Report on Form
                                                                          8-K filed on January 4, 2005 File No. 333-97385
-----------------------------------------------------------------------------------------------------------------------------
31                      Rule 13a-14(a)/15d-14(a) Certifications*
-----------------------------------------------------------------------------------------------------------------------------
32                      Section 1350 Certifications*
-----------------------------------------------------------------------------------------------------------------------------
</TABLE>

----------------
* filed herewith

Item 14.  Principal Accountant Fees and Expenses

Sherb & Co was the independent  registered  public  accounting firm that audited
the Company's financial  statements for the fiscal year ending December 31, 2004
and Singer,  Lewak  Greenbaum and Goldstein LLP was the  independent  registered
public accounting firm that audited the Company's  financial  statements for the
fiscal year ending  December 31, 2005.  The aggregate  fees billed by Sherb & Co
and Singer  Lewak  Greenbaum  and  Goldstein  LLP in  connection  with audit and
non-audit services rendered for fiscal years 2005 and 2004 are as follows:

                                         Fiscal Year 2005     Fiscal Year 2004
                                         ----------------     ----------------
Audit Fees(1)                                118,393          $26,000
Audit-related Fees(2)                         10,000
Tax Fees(3)                                       --          $5,000
All Other Fees(4)                                 --          $13,400
TOTAL                                        128,393          $44,400

(1)   Represents fees for professional  services rendered in connection with the
      audit  of our  annual  financial  statements,  reviews  of  our  quarterly
      financial  statements and advice provided on accounting matters that arose
      in connection with audit services.
(2)   Represents  fees for  professional  services  related to the audits of our
      employee benefit plan and other statutory or regulatory filings.
(3)   Represents  fees for tax services  provided in connection with general tax
      matters.
(4)   All other fees  represent  fees for services  provided to the Company that
      are not otherwise included in the categories above.


                                       36
<PAGE>

                                   SIGNATURES

Pursuant to the  requirements of Section 13 or 15(d) of the Securities  Exchange
Act of 1934, as amended,  the registrant  caused this report to be signed on its
behalf by the undersigned, thereby duly authorized.

                                                  INFOSEARCH MEDIA, INC.

                                                      /s/ George Lichter
                                                      ------------------------
                                                  By:  George Lichter
                                                  Its: Chief Executive Officer

                                                  Date: March 23, 2006

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended,
this  report has been  signed  below by the  following  persons on behalf of the
registrant and in the capacities and on the dates indicated.

                                                   /s/ George Lichter
                                                   ------------------------
                                                   By:   George Lichter
                                                   Its:  Chief Executive
                                                         officer and Director
                                                   Date: March 23, 2006

                                                   /s/ Frank Knuettel, II
                                                   ------------------------
                                                   By:   Frank Knuettel, II
                                                   Its:  Chief Financial Officer
                                                   Date: March 23, 2006

                                                   /s/ Martial Chaillet
                                                   ------------------------
                                                   By:   Martial Chaillet
                                                   Its:  Director
                                                   Date: March 23, 2006

                                                   /s/ John LaValle
                                                   ------------------------
                                                   By:   John LaValle
                                                   Its:  Director
                                                   Date: March 23, 2006

                                                   /s/ Steve Lazuka
                                                   ------------------------
                                                   By:   Steve Lazuka
                                                   Its:  Director
                                                   Date: March 23, 2006

                                                   /s/ Claudio Pinkus
                                                   ------------------------
                                                   By:   Claudio Pinkus
                                                   Its:  Director
                                                   Date: March 23, 2006



                                       37
<PAGE>


EXHIBIT INDEX

<TABLE>
<CAPTION>

-----------------------------------------------------------------------------------------------------------------------------
Exhibit No.             Description                                       Incorporated by Reference to Filings Indicated
-----------------------------------------------------------------------------------------------------------------------------
<S>                     <C>                                               <C>
2.1                     Agreement and Plan of Merger and Reorganization   Exhibit 2.1 to Company's Current Report on Form
                        dated as of December 30, 2004 among               8-K filed on January 4, 2005 File No. 333-97385
                        TrafficLogic, Inc., MAC Worldwide, Inc. and
                        TrafficLogic Acquisition Corp.
-----------------------------------------------------------------------------------------------------------------------------
2.2                     Split Off Agreement dated December 30, 2004       Exhibit 2.2 to Company's Current Report on Form
                        among MAC Worldwide, Inc., Vincenzo Cavallo,      8-K filed on January 4, 2005 File No. 333-97385
                        Anthony Cavallo, Mimi & Coco, Inc. and
                        TrafficLogic, Inc.
-----------------------------------------------------------------------------------------------------------------------------
3.1.1                   Certificate of Incorporation                      Exhibit 3.1 to Company's Form SB-2 filed on July
                                                                          31, 2002, File Number 333-97385)
-----------------------------------------------------------------------------------------------------------------------------
3.1.2                   Certificate of Amendment to Certificate of        Exhibit 3.1.2 to Company's Current Report on Form
                        Incorporation of MAC Worldwide, Inc.              8-K filed on January 4, 2005 File No. 333-97385
-----------------------------------------------------------------------------------------------------------------------------
3.1.3                   Certificate of Amendment to Certificate of        Exhibit 3.1.3 to Company's Current Report on Form
                        Incorporation of MAC Worldwide, Inc.              8-K filed on January 4, 2005 File No. 333-97385
-----------------------------------------------------------------------------------------------------------------------------
3.2                     Bylaws of MAC Worldwide, Inc.                     Exhibit 3.2 to Company's Form SB-2 filed on July
                                                                          31, 2002, File Number 333-97385
-----------------------------------------------------------------------------------------------------------------------------
3.3                     Amended and Restated Bylaws*
-----------------------------------------------------------------------------------------------------------------------------
4.1                     Form of Warrant filed in connection with the      Exhibit 4.1 to InfoSearch's Current Report on Form
                        Securities Purchase Agreement dated November 2,   8-K filed on November 7, 2005 File No. 333 97385
                        2005 between InfoSearch Media, Inc. and the
                        signatory Investors thereto
-----------------------------------------------------------------------------------------------------------------------------
10.1                    Employment Agreement dated December 29, 2004      Exhibit 10.1 to Company's Current Report on Form
                        between InfoSearch Media, Inc. and Steve Lazuka   8-K filed on January 4, 2005 File No. 333-97385
-----------------------------------------------------------------------------------------------------------------------------
10.2                    Engagement Agreement dated September 27, 2004     Exhibit 10.2 to Company's Current Report on Form
                        between TrafficLogic, Inc. and CFO 911            8-K filed on January 4, 2005 File No. 333-97385
-----------------------------------------------------------------------------------------------------------------------------
10.3                    Lock Up Agreements between MAC Worldwide, Inc.    Exhibit 10.3 to Company's Current Report on Form
                        and TrafficLogic, Inc. related to Common Stock    8-K filed on January 4, 2005 File No. 333-97385
                        acquired in the Merger by Steve Lazuka, Charles
                        Dargan, Kelly Bakst and David Gagne
-----------------------------------------------------------------------------------------------------------------------------
10.4                    Indemnity Agreements dated December 31, 2004      Exhibit 10.4 to Company's Current Report on Form
                        between InfoSearch Media, Inc. and Steve          8-K filed on January 4, 2005 File No. 333-97385
                        Lazuka, Charles Dargan, and Kelly Bakst
-----------------------------------------------------------------------------------------------------------------------------
10.5                    2004 Stock Option Plan                            Exhibit 10.5 to Company's Current Report on Form
                                                                          8-K filed on January 4, 2005 File No. 333-97385
-----------------------------------------------------------------------------------------------------------------------------
10.6                    Subscription Agreement                            Exhibit 10.6 to Company's Current Report on Form
                                                                          8-K filed on January 4, 2005 File No. 333-97385
-----------------------------------------------------------------------------------------------------------------------------
10.7                    Employment Agreement dated March 8, 2005          Exhibit 10.1 to Company's Current Report on Form
                        between InfoSearch Media, Inc. and Frank          8-K filed on March 14, 2005 File No. 333-97385
                        Knuettel, II
-----------------------------------------------------------------------------------------------------------------------------

                                       38
<PAGE>

-----------------------------------------------------------------------------------------------------------------------------
10.8                    Indemnity Agreement dated March 8, 2005 between   Exhibit 10.8 to Company's Annual Report on Form
                        InfoSearch Media, Inc. and Frank Knuettel, II     10-KSB filed on April 15, 2005 File No. 333-97385
-----------------------------------------------------------------------------------------------------------------------------
10.9                    Indemnity Agreement dated December 31, 2004       Exhibit 10.9 to Company's Annual Report on Form
                        between InfoSearch Media, Inc. and Louis W.       10-KSB filed on April 15, 2005 File No. 333-97385
                        Zehil
-----------------------------------------------------------------------------------------------------------------------------
10.10                   Indemnity Agreement dated April 15, 2005          Exhibit 10.10 to Company's Pre-Effective
                        between InfoSearch Media, Inc. and Martial        Amendment No. 1 to Form SB-2 filed on April 22,
                        Chaillet                                          2005 File No. 333-122814
-----------------------------------------------------------------------------------------------------------------------------
10.11                   Employment Agreement dated August 23, 2005        Exhibit 10.1 to InfoSearch's Current Report on Form
                        between InfoSearch Media, Inc. and George         8-K filed on August 26, 2005 File No. 333-97385
                        Lichter
-----------------------------------------------------------------------------------------------------------------------------
10.12                   Amendment to Employment Agreement between         Exhibit 10.2 to InfoSearch's Current Report on Form
                        InfoSearch Media, Inc. and Steve Lazuka which     8-K filed on August 26, 2005 File No. 333-97385
                        was originally executed on December 29, 2004
-----------------------------------------------------------------------------------------------------------------------------
10.13                   Securities Purchase Agreement dated November 2,   Exhibit 10.1 to InfoSearch's Current Report on Form
                        2005 between InfoSearch Media, Inc. and the       8-K filed on November 7, 2005 File No. 333-97385
                        signatory Investors thereto
-----------------------------------------------------------------------------------------------------------------------------
10.14                   Registration Rights Agreement dated November 2,   Exhibit 10.2 to InfoSearch's Current Report on Form
                        2005 between InfoSearch Media, Inc. and the       8-K filed on November 7, 2005 File No. 333-97385
                        signatory Investors thereto
-----------------------------------------------------------------------------------------------------------------------------
10.15                   Agreement and Plan of Merger and Reorganization   Exhibit 2.1 to InfoSearch's Current Report on Form
                        among InfoSearch Media, Inc., Apollo Acquisition  8-K filed on February 27, 2006 File No. 333-97385
                        Corp., Answerbag, Inc. and Joel Downs, Sunny
                        Walia and Richard Gazan dated as of February 21,
                        2006.
-----------------------------------------------------------------------------------------------------------------------------
</TABLE>

                                       39
<PAGE>

<TABLE>
<CAPTION>

<S>                     <C>                                               <C>
-----------------------------------------------------------------------------------------------------------------------------
14                      Code of Ethics                                    Exhibit 14 to Company's Annual Report on Form
                                                                          10-KSB filed on April 15, 2005 File No. 333-97385
-----------------------------------------------------------------------------------------------------------------------------
21                      List of Subsidiaries                              Exhibit 21 to Company's Current Report on Form
                                                                          8-K filed on January 4, 2005 File No. 333-97385
-----------------------------------------------------------------------------------------------------------------------------
31                      Rule 13a-14(a)/15d-14(a) Certifications*
-----------------------------------------------------------------------------------------------------------------------------
32                      Section 1350 Certifications*
-----------------------------------------------------------------------------------------------------------------------------
</TABLE>

----------------
* filed herewith


                                       40
<PAGE>

                          INDEX TO FINANCIAL STATEMENTS
                             INFOSEARCH MEDIA, INC.
                          AUDITED FINANCIAL STATEMENTS
                 FOR THE YEARS ENDED DECEMBER 31, 2005 AND 2004


                                                                     Page

Reports of Registered Public Accounting Firms....................... F-1 - F-2

Balance Sheet as of December 31, 2005............................... F-3
Statements of Operations for the
   years ended December 31, 2005 and 2004........................... F-4
Statements of Stockholders' Deficits
   for the years ended December 31, 2005 and 2004................... F-5
Statements of Cash Flows for the
   years ended December 31, 2005 and 2004........................... F-6

Notes to Financial Statements....................................... F-7

<PAGE>

             REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM


To the Board of Directors
InfoSearch Media, Inc.
Marina Del Rey, California

We have audited the balance sheet of InfoSearch  Media,  Inc. as of December 31,
2005 and the related  statements of operations,  stockholders'  deficit and cash
flows for the year then ended. These financial statements are the responsibility
of the  Company's  management.  Our  responsibility  is to express an opinion on
these financial statements based on our audit.

We conducted  our audit in accordance  with the standards of the Public  Company
Accounting Oversight Board (United States). Those standards require that we plan
and perform the audit to obtain reasonable assurance about whether the financial
statements are free of material misstatement.  An audit includes examining, on a
test basis,  evidence  supporting  the amounts and  disclosures in the financial
statements.  An audit also includes assessing the accounting principles used and
significant  estimates  made by  management,  as well as evaluating  the overall
financial  statement  presentation.   We  believe  that  our  audit  provided  a
reasonable basis for our opinion.

In our opinion,  the financial  statements  referred to above present fairly, in
all material  respects,  the financial  position of InfoSearch Media, Inc. as of
December 31, 2005,  and the results of its operations and its cash flows for the
year  then  ended  in  conformity  with  U.S.  generally   accepted   accounting
principles.



SINGER LEWAK GREENBAUM & GOLDSTEIN LLP
Los Angeles, California
March 20, 2006



                                      F-1
<PAGE>

             REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Stockholders' and Board of Directors
InfoSearch Media, Inc.
Marina Del Rey, California

We have audited the accompanying  balance sheet of InfoSearch  Media, Inc. as of
December  31,  2004 and the  related  statements  of  operations,  stockholders'
deficit and cash flows for the year ended  December  31, 2004.  These  financial
statements   are  the   responsibility   of  the   Company's   management.   Our
responsibility  is to express an opinion on these financial  statements based on
our audit.

We conducted  our audit in accordance  with the standards of the Public  Company
Accounting Oversight Board (United States). Those standards require that we plan
and perform the audit to obtain reasonable assurance about whether the financial
statements are free of material misstatement.  An audit includes examining, on a
test basis,  evidence  supporting  the amounts and  disclosures in the financial
statements.  An audit also includes assessing the accounting principles used and
significant  estimates  made by  management,  as well as evaluating  the overall
financial  statement  presentation.   We  believe  that  our  audits  provide  a
reasonable basis for our opinion.

In our opinion,  the financial  statements  referred to above present fairly, in
all material  respects,  the financial  position of InfoSearch Media, Inc. as of
December 31, 2004 and the results of their  operations  and their cash flows for
the year ended  December 31, 2004,  in  conformity  with  accounting  principles
generally accepted in the United States of America.

The accompanying financial statements as of December 31, 2004 have been prepared
assuming  that the Company  will  continue as a going  concern.  The Company has
incurred  significant  losses.  These issues raised  substantial doubt about the
Company's  ability to continue as a going concern.  The financial  statements do
not  include  any  adjustments  that  might  result  from  the  outcome  of this
uncertainty.



New York, New York
March 11, 2005


                                      F-2
<PAGE>

                             INFOSEARCH MEDIA, INC.
                                  BALANCE SHEET
                                DECEMBER 31, 2005

                                     ASSETS

CURRENT ASSETS:
    Cash                                                            $ 4,828,560
    Accounts receivable                                                   4,449
    Due from related parties                                             25,000
    Prepaid expenses and other current assets                           209,762
                                                                    -----------
        TOTAL CURRENT ASSETS                                          5,067,771

EMPLOYEE ADVANCE                                                          2,500

PROPERTY AND EQUIPMENT                                                  285,021

CONTENT DEVELOPMENT                                                     349,054

SECURITY DEPOSIT                                                         37,500
                                                                    -----------
        TOTAL ASSETS                                                $ 5,741,846
                                                                    -----------
                          LIABILITIES AND STOCKHOLDERS' DEFICIT

CURRENT LIABILITIES:
    Accounts payable                                                $   276,704
    Accrued bonuses                                                     176,505
    Accrued expenses                                                    268,645
    Current portion of deferred revenue                               2,074,103
    Provision for refunds payable/bad debts                              44,151
    Current portion of capital lease obligations                         33,004
                                                                    -----------
        TOTAL CURRENT LIABILITIES                                     2,873,112

CAPITAL LEASE OBLIGATIONS                                                17,621

FAIR VALUE OF WARRANTS LIABILITY                                      2,526,272

DEFERRED REVENUE                                                        553,943
                                                                    -----------
        TOTAL LIABILITIES                                             5,970,948

STOCKHOLDERS' DEFICIT:
    Preferred stock, undesignated, par value $0.001
     per share, 25,000,000 shares
            authorized; no shares issued and outstanding;                    --
    Common stock, $0.001 par value, authorized 200,000,000 shares;
            issued and outstanding 42,277,775                            42,278
    Additional paid in capital                                        6,056,291
    Accumulated deficit                                              (6,327,671)
                                                                    -----------
        TOTAL STOCKHOLDERS' DEFICIT                                    (229,102)
                                                                    -----------

        TOTAL LIABILITIES AND STOCKHOLDER'S DEFICIT                 $ 5,741,846
                                                                    -----------

     The accompanying notes are an integral part of the financial statements






                                      F-3
<PAGE>

                             INFOSEARCH MEDIA, INC.
                            STATEMENTS OF OPERATIONS

                                            Year Ended December 31,
                                         ----------------------------
                                             2005            2004
                                         ------------    ------------

NET SALES                                $  9,364,401    $  2,799,622
COST OF SALES                               2,344,023       1,650,907
                                         ------------    ------------
GROSS PROFIT                                7,020,378       1,148,715
                                         ------------    ------------
COSTS AND EXPENSES:
    Selling expenses                        2,337,747       2,299,243
    General and administrative              4,954,907       3,163,017
                                         ------------    ------------
            TOTAL COSTS AND EXPENSES        7,292,654       5,462,260
                                         ------------    ------------

LOSS FROM OPERATIONS                         (272,276)     (4,313,545)

CHANGE IN FAIR VALUE OF WARRANTS              536,900              --

INTEREST INCOME/EXPENSE                        50,373          (9,319)
                                         ------------    ------------

NET INCOME (LOSS)                        $    314,997    $ (4,322,864)
                                         ------------    ------------

GAIN (LOSS) PER SHARE - BASIC            $       0.01    $      (0.13)
                                         ------------    ------------

GAIN (LOSS) PER SHARE - DILUTED          $       0.01    $      (0.13)
                                         ------------    ------------

BASIC WEIGHTED AVERAGE NUMBER OF
    SHARES OUTSTANDING                     42,277,775      33,560,275
                                         ------------    ------------

DILUTED WEIGHTED AVERAGE NUMBER
          OF COMMON SHARES OUTSTANDING     43,055,104      33,560,275
                                         ------------    ------------

     The accompanying notes are an integral part of the financial statements

                                      F-4
<PAGE>

                             INFOSEARCH MEDIA, INC.
                       STATEMENTS OF STOCKHOLDERS' DEFICIT


<TABLE>
<CAPTION>

                                                   Common Stock            Additional       Other                        Total
                                             -------------------------      Paid-In      Comprehensive  Accumulated    Stockholders'
                                               Shares        Amount         Capital         Income        Deficit        Deficit
                                             -----------   -----------    -----------    -----------    -----------    -----------
<S>                                          <C>          <C>            <C>            <C>            <C>            <C>
BALANCE - December 31, 2003                   7,880,520          7,881        248,282          3,262     (2,319,805)    (2,060,380)
  Stock dividend                             30,420,685         30,421             --             --             --         30,421
  Effect of reverse acquisition              (8,440,798)        (8,441)      (308,143)        (3,262)            --       (319,846)
  Subscription receivable                     3,699,868          3,700      3,252,954             --             --      3,256,654
  Net loss                                           --             --             --             --     (4,322,864)    (4,322,864)
BALANCE - December 31, 2004                  33,560,275    $    33,561    $ 3,193,093             --    $(6,642,669)    (3,416,015)
                                             -----------   -----------    -----------    -----------    -----------    -----------
  Oversold common stock                         250,000            250        249,750                                      250,000
  Stock issued to CEO Cast                       20,000             20         75,980                                       76,000
  Restricted stock issued to F. Knuettel         88,125             88         66,887                                       66,975
  Equity compensation to consultants                                          125,775                                      125,775
  Restricted stock                                                            376,752                                      376,752
  Pequot Scout Fund, et al                    8,359,375          8,359      5,341,641                                    5,350,000
  PPM costs                                                                  (532,022)                                    (532,022)
  Fair value of warrants liability                   --             --     (3,063,172)            --             --     (3,063,172)
  Subscription receivable                    (3,699,868)        (3,700)    (3,252,954)            --             --     (3,256,654)
  Stock issued from subscription receivable   3,699,868          3,700      3,474,561             --             --      3,478,261
  Net loss                                                                                                  314,997        314,997
                                             -----------   -----------    -----------    -----------    -----------    -----------
BALANCE - December 31, 2005                  42,277,775         42,278    $ 6,056,291             --    $(6,327,671)   $  (229,102)
                                             -----------   -----------    -----------    -----------    -----------    -----------

</TABLE>

     The accompanying notes are an integral part of the financial statements

                                      F-5
<PAGE>

                             INFOSEARCH MEDIA, INC.
                            STATEMENTS OF CASH FLOWS

<TABLE>
<CAPTION>

                                                                       Year Ended December 31,
                                                                     --------------------------
                                                                        2005            2004
                                                                     -----------    -----------
<S>                                                                  <C>            <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
    Net Income (loss)                                                $   314,997    $(4,322,864)
                                                                     -----------    -----------
    Adjustments to reconcile net loss to net cash
        (used in) provided by operating activities:
            Depreciation and amortization                                420,595         77,798
            Stock based compensation                                     645,502             --
            Change in fair value of warrants                            (536,900)

    Changes in assets and liabilities:
        Accounts receivable                                              130,577       (106,872)
        Prepaid expenses and other current assets                       (160,706)       (31,652)
        Accounts payable, accrued expenses and other liabilities          75,377        192,782
        Amounts refunded to customers                                   (754,659)       798,810
        Deferred revenue                                              (4,608,043)     4,655,910
                                                                     -----------    -----------
            Total adjustments                                         (4,788,257)     5,586,776
                                                                     -----------    -----------
NET CASH (USED IN) AND PROVIDED BY OPERATING ACTIVITIES               (4,473,260)     1,263,912
                                                                     -----------    -----------
CASH FLOWS FROM INVESTING ACTIVITIES
    Capital expenditures - fixed assets                                 (158,459)      (190,109)
    Capital expenditures - content development                          (604,491)            --
                                                                     -----------    -----------
NET CASH USED IN INVESTING ACTIVITIES                                   (762,950)      (190,109)
                                                                     -----------    -----------
CASH FLOWS FROM FINANCING ACTIVITIES:
    Principal payments of capital lease obligations                      (32,034)       (20,737)
    Loan to stockholders                                                      --         69,486
    Gross proceeds from private placement and sale of common Stock     8,767,845         (4,000)
                                                                     -----------    -----------
NET CASH PROVIDED BY FINANCING ACTIVITIES                              8,735,811         44,749
                                                                     -----------    -----------
NET INCREASE IN CASH                                                   3,499,601      1,118,552

CASH - BEGINNING OF PERIOD                                             1,328,958        210,406
                                                                     -----------    -----------
CASH - END OF PERIOD                                                 $ 4,828,560    $ 1,328,958
                                                                     -----------    -----------
SUPPLEMENTAL DISCLOSURE OF CASH FLOW
    INFORMATION:
        Cash paid for interest                                       $    12,791    $     9,319
                                                                     -----------    -----------
        Income tax paid                                              $    (6,097)   $    16,982
                                                                     -----------    -----------
SUPPLEMENTAL DISCLOSURE OF NON-CASH INVESTING AND
    FINANCING ACTIVITIES:
        Capital leases                                                        --    $    90,348
                                                                     -----------    -----------
        Subscriptions receivable                                              --    $ 3,478,261
                                                                     -----------    -----------
        Deferred equity costs                                                 --    $   221,607
                                                                     -----------    -----------
        Tax provision                                                         --    $   100,000
                                                                     -----------    -----------
</TABLE>

    The accompanying notes are an integral part of the financial statements

                                      F-6
<PAGE>


                             InfoSearch Media, Inc.
                        Notes to the Financial Statements
                 For the Years Ended December 31, 2005 and 2004


1.       Organization and Nature of Operations

On  December  31,   2004,   Trafficlogic,   Inc.,   a   California   corporation
("Trafficlogic") merged with MAC Worldwide,  Inc. ("MAC"); the surviving company
changed  its  name  to  InfoSearch  Media,  Inc.   ("InfoSearch  Media"  or  the
"Company"). Such merger consisted of three related transactions:  (1) the merger
(the "Merger") of Trafficlogic  with and into a newly organized and wholly-owned
subsidiary of MAC, Trafficlogic Acquisition Corp., a Delaware corporation, which
later  changed  its name to  Trafficlogic,  Inc.  ("Acquisition  Sub");  (2) the
disposition of MAC's  wholly-owned  operating  subsidiary,  Mimi & Coco, Inc., a
Canadian corporation ("Mimi & Coco") (the "Split-Off"); and (3) the closing of a
private placement offering of common stock, par value $0.001 per share (the "our
common stock") (the "Private Placement  Transaction").  The current officers and
directors of the Company are listed on page 26.

Our principal  executive offices are located at 4086 Del Rey Avenue,  Marina Del
Rey, California 90292. Our telephone number is (310) 437-7380.

2.       Summary of Significant Accounting Policies

Revenue Recognition

The Company recognizes revenue on arrangements in accordance with Securities and
Exchange  Commission Staff Accounting  Bulletin No. 101 "Revenue  Recognition in
Financial  Statements"  and No. 104 "Revenue  Recognition,"  and Emerging Issues
Task Force Issue 00-21,  "Revenue  Arrangements with Multiple  Deliverables." In
all cases,  revenue is recognized only when the price is fixed or  determinable,
persuasive  evidence of an  arrangement  exists,  the service is performed,  and
collectibility of the resulting receivable is reasonably assured.

The  Company's  revenues are derived  principally  from the licensing or sale of
unique content  developed for its clients under the ContentLogic  program or the
sale on a  cost-per-click  ("CPC") basis of  advertising  traffic as part of its
ArticleInsider program. In addition, the Company receives a small portion of its
revenue through other marketing  services  including  advertising link sales and
website design referral fees.

Client   deposits   received  for   products   and  services   provided  by  the
ArticleInsider  program are initially recorded as deferred revenue.  The Company
recognizes  revenue on a CPC basis as advertising  traffic is distributed to its
clients.  As the traffic is distributed  through the  ArticleInsider web site or
through it's the ArticleInsider  affiliate program to the Company's clients, the
bidded or contracted CPC amount is recognized as revenue.  Total  click-throughs
are  defined as the number of unique  users  that click on an  advertisement  or
search  result.  Also,  as part of this program,  the Company has  established a
partnership with Google through which Google pays the Company fees for clicks on
links  sponsored by Google and  displayed on the  ArticleInsider  web site.  The
Company recognizes the revenue generated from this service as reported by Google
to the Company at the end of each month.

The Company also derives  revenue  through the  licensing and sale of content in
the  ContentLogic  program.  If a client  deposit is received in advance of work
being completed, a deferred revenue liability account entry is created until the
revenue is  recognized.  Content sale revenue is recognized  when the content is
delivered  to and  accepted by the  client.  Revenue  earned  through a 12-month
license  agreement is treated as an  installment  sale and  prorated  revenue is
recognized on a monthly basis over the life of the agreement. Clients subject to
a 12-month licensing agreement have the right to continue leasing the content at
the end of the term on a  month-to-month  basis.  In late  September,  2005, the
Company  added a  month-to-month  licensing  program with higher  fees.  Revenue
earned under  month-to-month  licensing  agreements  is  recognized on a monthly
basis.  The Company also earns  revenue from website  design  referral  fees and
advertising  link sales.  Revenue earned from these services is recognized  when
the  service is  complete.  Client  deposits  received  in advance of work being
completed  for such  services  are  deferred by creation of a revenue  liability
account entry until the revenue is recognized.

                                      F-7
<PAGE>

Cost of Sales

A  significant  portion  of the  Company's  cost of sales is  related to content
developed  under the  ContentLogic  program and content  developed and affiliate
traffic costs for the Company's ArticleInsider program.

Content   developed   pursuant  to  outright  sales  and  licensing   under  the
ContentLogic  program  is  developed  through  editors,   keyword  analysts  and
independent  contractors  who write and edit the copy and analyze the  keywords.
The Company recognizes and expenses those costs related to the content developed
for outright sales to clients as the cost is incurred, while the cost of content
development for licensing  subject to a 12-month  contract is amortized over the
life of the contract. In late September, 2005 the Company added a month-to-month
ContentLogic   licensing  option,   with  content   development  costs  for  the
month-to-month agreements expensed when incurred.

Whereas  costs of content  development  for sale to third parties is expensed as
incurred  in the case of an  outright  sales  or  pursuant  to a  month-to-month
license or expensed  over twelve months for a fixed-term  twelve month  license,
costs related to the content  development for the Company's  ArticleInsider  web
site are capitalized.  Content developed pursuant to InfoSearch's ArticleInsider
product increase the value of the network and yield revenue to InfoSearch over a
period of years,  which led to the decision to capitalize the development costs.
Through  December 31, 2004,  the  Company's  practice was to expense the cost of
content developed for ArticleInsider as the costs were incurred.  However,  with
the ongoing  management of the  ArticleInsider  product,  it became  apparent to
InfoSearch  management  that the average  lifespan of an article on the network,
i.e. how long it continued to draw traffic from individuals  performing  keyword
searches,  was well in excess of three years. Earlier expectations were that the
lifespan would be shorter.  It became apparent to InfoSearch  management that it
was not uncommon  that an article  would not begin  drawing  traffic  until some
number  of  months  after it was  posted  on the  network.  With the  advice  of
InfoSearch's  previous auditors, as of January 1, 2005, to better match costs to
revenues,  and recognize the increased  value of the network,  the Company began
amortizing  ArticleInsider  related content  development costs over the expected
life of thirty-six months,  which resulted in an increase in the Company's gross
margins.  The  Company  continued  to review this  estimate  during the year and
determined  that the estimated  useful life should be reduced to two years as of
December 31, 2005.

The  Company  recognizes  the costs  associated  with its  affiliate  program as
incurred.

Cash and Cash Equivalents

Cash and cash  equivalents  include cash on hand and cash in banks in demand and
time deposit accounts with maturities of 90 days or less.

Use of Estimates

The preparation of financial  statements in conformity  with generally  accepted
accounting principles requires management to make estimates and assumptions that
affect the amounts reported in the financial  statements and accompanying notes.
Actual results could differ from those estimates.

Concentrations of Credit Risk

Financial  instruments,  which potentially subject the Company to concentrations
of credit risk,  consist  principally  of cash, and cash  equivalents  and trade
receivables.  The Company  maintains cash and cash equivalents with high-credit,
quality financial institutions.  At December 31, 2005, the cash balances held at
financial  institutions were either in excess of federally insured limits or not
subject to the federal insurance system.

Credit  is  generally  extended  based  upon an  evaluation  of each  customer's
financial  condition,  with terms  consistent  in the industry and no collateral
required.  The Company  determines an allowance for collectibility on a periodic
basis.  Amounts are written off against the  allowance in the period the Company
determines that the receivable is uncollectible.

                                      F-8
<PAGE>

Fair Value of Financial Instruments

The Company considers its financial  instruments,  which are carried at cost, to
approximate fair value due to their near-term maturities.

Long-Lived Assets

Property and equipment is stated at cost and depreciation is provided for by the
straight-line  method over the related assets' estimated  economic lives ranging
from three to five years. Amortization of leasehold improvements is provided for
by the  straight-line  method over the lesser of the estimated  economic  useful
lives or the lease term.  Property  under capital  leases is amortized  over the
lease terms and included in depreciation and amortization expense.

Deferred Revenue

Deferred revenue represents payments received from customers as follows:  (1) in
excess of revenue earned based on click-through  activity (web site visitations)
and will be  recognized  as actual  click-throughs  occur and (2) as deposits in
advance of the delivery of content under the ContentLogic program.

Income Taxes

The  Company  follows  Statement  of  Financial  Accounting  Standards  No. 109,
"Accounting for Income Taxes", which requires recognition of deferred tax assets
and  liabilities  for the expected  future tax  consequences of events that have
been  included in the financial  statements  or tax returns.  Under this method,
deferred tax assets and  liabilities  are based on the  differences  between the
financial  statement and tax bases of assets and  liabilities  using enacted tax
rates in effect for the year in which the differences are expected to reverse.

Accounting for Stock-Based Compensation

Statement of Financial  Accounting  Standard  ("SFAS") No. 123,  "Accounting for
Stock  Based  Compensation",  as  amended  by  SFAS  No.  148,  "Accounting  for
Stock-Based Compensation - Transition and Disclosure",  encourages, but does not
require  companies  to  record   compensation  cost  for  stock-based   employee
compensation  plans at fair value. The Company has chosen to continue to account
for stock-based compensation using the intrinsic method prescribed in Accounting
Principles  Board  Opinion  ("APB")  No.  25,  "Accounting  for Stock  Issued to
Employees",  and related  interpretations.  Accordingly,  compensation  cost for
stock  options is measured as the excess,  if any, of the quoted market price of
the  Company's  stock at the date of the grant over the amount an employee  must
pay to acquire  the  stock.  The  Company  has  adopted  the  "disclosure  only"
alternative  described in SFAS No. 123 and SFAS No. 148, which require pro forma
disclosures  of net income and earnings per share as if the fair value method of
accounting had been applied.

The effect on net income for the year ended December 31, 2005 if the Company had
applied  the fair  value  provisions  of SFAS No.  123 to  stock-based  employee
compensation is set forth in Note 3, "Accounting for Stock-Based Compensation."

The fair value of the options granted was estimated at the date of grant using a
Black-Scholes  option  pricing model with the following  assumptions at December
31, 2005 and 2004:

                                                                2005       2004
Average risk free interest rate                                 4.27%      5.0%
Expected lives (in years)                                         10        10
Dividend yield                                                     0         0
Expected volatility                                           152.13%        0

                                      F-9
<PAGE>

The  following  table  presents the  pro-forma net income and net loss per share
after giving effect to SFAS123.
                                                   December 31,     December 31,
                                                       2004            2005
                                                  -------------     -----------
Net income (loss) as reported                     $  (4,322,864)    $   314,997
Less: FAS123 stock option expense                 $     215,130     $   737,921
Pro-forma net loss                                $  (4,537,994)    $  (422,924)
Net income (loss) per share as reported:
Basic                                             $       (0.13)    $      0.01
Diluted                                           $       (0.13)    $      0.01
Pro-forma net income (loss) per share:
Basic                                             $       (0.13)    $     (0.01)
Diluted                                           $       (0.13)    $     (0.01)

Applying SFAS No. 123 and SFAS No. 148 may not be  representative of the effects
on pro forma net income  (loss) for future  years as options  vest over  several
years and additional awards will likely be made each year.

RECENTLY ISSUED ACCOUNTING PRONOUNCEMENTS

In December  2004,  the FASB issued  Statement  123R  (revised  2004) which is a
revision of FASB Statement No. 123,  "Accounting for Stock-Based  Compensation."
This Statement  supersedes APB Opinion No. 25,  "Accounting  for Stock Issued to
Employees," and its related implementation  guidance. This Statement establishes
standards for the accounting for  transactions in which an entity  exchanges its
equity  instruments  for goods or services.  It also addresses  transactions  in
which an entity  incurs  liabilities  in exchange for goods or services that are
based  on the fair  value  of the  entity's  equity  instruments  or that may be
settled by the  issuance of those equity  instruments.  This  Statement  focuses
primarily on accounting for  transactions  in which an entity  obtains  employee
services in share-based payment  transactions.  This Statement requires a public
entity to measure the cost of  employee  services  received  in exchange  for an
award of equity  instruments  based on the  grant-date  fair  value of the award
(with limited  exceptions).  That cost will be recognized over the period during
which an employee is required to provide  service in exchange for the award--the
requisite  service period (usually the vesting  period).  The Company files as a
small  business  issuer and must meet the  requirements  of this  Statement  for
accounting  periods after  December 15, 2005.  Adoption of FASB 123R will have a
significant  impact on the  financial  statements  of the  Company  through  the
expensing of stock option grants.

In May 2005, the FASB issued  Statement No. 154,  "Accounting  Changes and Error
Corrections"  ("SFAS 154").  SFAS No. 154 replaces  Accounting  Principles Board
Opinion  No. 20,  "Accounting  Changes"  ("APB  20") and SFAS No. 3,  "Reporting
Accounting   Changes  in  Interim   Financial   Statements",   and  changes  the
requirements  for the  accounting  for and  reporting of a change in  accounting
principle.  SFAS  154  No.  applies  to  all  voluntary  changes  in  accounting
principle. It also applies to changes required by an accounting pronouncement in
the unusual instance that the pronouncement does not include specific transition
provisions. When a pronouncement includes specific transition provisions,  those
provisions should be followed.

APB 20 previously  required that most voluntary changes in accounting  principle
be  recognized  by  including  in net  income of the  period of the  change  the
cumulative  effect of changing  to the new  accounting  principle.  SFAS No. 154
requires  retrospective  application to prior periods'  financial  statements of
changes in accounting principle,  unless it is impracticable to determine either
the  period-specific  effects or the cumulative effect of the change. When it is
impracticable to determine the  period-specific  effects of an accounting change
on one or more individual  prior periods  presented,  SFAS No. 154 requires that
the  new  accounting  principle  be  applied  to  the  balances  of  assets  and
liabilities as of the beginning of the earliest  period for which  retrospective
application is practicable  and that a  corresponding  adjustment be made to the
opening balance of retained earnings (or other appropriate  components of equity
or net assets in the  statement of financial  position)  for that period  rather
than  being  reported  in an  income  statement.  When  it is  impracticable  to
determine the cumulative effect of applying a change in accounting  principle to
all prior periods,  SFAS No. 154 requires that the new  accounting  principle be
applied as if it were adopted prospectively from the earliest date practicable.

                                      F-10
<PAGE>

The correction of an error in previously  issued financial  statements is not an
accounting  change.  However,  the  reporting  of an error  correction  involves
adjustments to previously issued financial statements similar to those generally
applicable to reporting an accounting  change  retrospectively.  Therefore,  the
reporting of a correction of an error by restating  previously  issued financial
statements is also addressed by SFAS No. 154.

In May  2005,  the FASB  issued  Statement  of  Financial  Accounting  Standards
("SFAS") No. 154,  "Accounting  Changes and Error Corrections" ("SFAS No. 154"),
an amendment  to  Accounting  Principles  Bulletin  Opinion No. 20,  "Accounting
Changes"  ("APB No.  20"),  and SFAS No. 3,  "Reporting  Accounting  Changes  in
Interim Financial Statements".  Though SFAS No. 154 carries forward the guidance
in APB No.20 and SFAS No.3 with respect to accounting  for changes in estimates,
changes  in  reporting  entity,  and the  correction  of  errors,  SFAS No.  154
establishes  new standards on accounting  for changes in accounting  principles,
whereby all such changes must be accounted for by  retrospective  application to
the financial  statements of prior periods unless it is  impracticable to do so.
SFAS No. 154 is effective for accounting  changes and error  corrections made in
fiscal years beginning  after December 15, 2005,  with early adoption  permitted
for changes and corrections  made in years beginning after May 2005. The Company
will implement SFAS No. 154 in its fiscal year beginning January 1, 2006. We are
currently  evaluating  the impact of this new  standard but believe that it will
not have a  material  impact on the  Company's  financial  position,  results of
operations, or cash flows.

In February 2006, the FASB issued SFAS No. 155,  "Accounting  for Certain Hybrid
Financial  Instruments",  which amends SFAS No. 133, "Accounting for Derivatives
Instruments and Hedging Activities" and SFAS No. 140,  "Accounting for Transfers
and Servicing of Financial Assets and  Extinguishment of Liabilities".  SFAS No.
155 amends  SFAS No. 133 to narrow the scope  exception  for  interest-only  and
principal-only   strips  on  debt   instruments  to  include  only  such  strips
representing  rights to receive a specified portion of the contractual  interest
or  principle  cash  flows.  SFAS No.  155  also  amends  SFAS No.  140 to allow
qualifying  special-purpose  entities  to hold a  passive  derivative  financial
instrument  pertaining  to  beneficial  interests  that  itself is a  derivative
instrument. The Company is currently evaluating the impact this new Standard but
believes  that it will not have a  material  impact on the  Company's  financial
position, results of operations, or cash flows.

3.       Accounts Receivable

At December 31, 2005, the Company's Google partnership  accounted for all of the
Company's accounts receivable. Google income also accounted for 10.7% and 45% of
revenue  over  the  years  ended  December  31,  2005  and  December  31,  2004,
respectively. The Company has not experienced any problem with collectibility of
the receivable.

4.       Property and Equipment

The property and equipment for the year ended December 31, 2005 was:

          Computer equipment                                       $ 350,637
          Software                                                    55,843
          Other equipment                                             42,918
          Furniture and fixtures                                      62,076
          Leasehold Improvements                                      48,167
                                                                   ---------
          Total fixed assets                                         559,641
          Less: Accumulated depreciation                            (274,620)
                                                                   ---------
          Net property and equipment                               $ 285,021
                                                                   =========

Depreciation  expense  for the  years  ended  December  31,  2005 and 2004  were
$165,158 and $77,798, respectively.

Property and equipment  under  capital  leases was $108,893 at December 31, 2005
and 2004, respectively. Depreciation expenses related to equipment under capital
leases was $34,393 at December 31, 2005 and $23,095 at December 31, 2004.

                                      F-11
<PAGE>


5.       Deferred Revenue

Deferred revenue represents payments received from customers as follows:  (1) in
excess of revenue earned based on click-through  activity (web site visitations)
and will be  recognized  as actual  click-throughs  occur and (2) as deposits in
advance of delivery of content under the ContentLogic program.

As of  December  31,  2005  the  current  portion  of the  deferred  revenue  is
$2,074,103  and the long term portion of the deferred  revenue is $553,943.  The
Company  allocates  between the current  portion and the long term portion based
upon its historical  experience and its estimate of click through  activity over
the succeeding twelve months.

6.       Income Taxes

The  following  table  reconciles  the  Federal  statutory  rate  of  35% to the
Company's effective tax rate:

                                                      Year Ended December 31,
                                                    ---------------------------
                                                       2005             2004
                                                    -----------     -----------
                                                                     (Pro-forma)

Expected income tax (benefit)                       $   109,611     $(1,492,000)
State tax (benefit), net of Federal effect               19,337        (213,000)
Increase in valuation allowance                        (128,149)      1,705,000
                                                    -----------     -----------
                                                    $       800     $        --
                                                    ===========     ===========

Prior to 2004,  the  Company  and its  stockholders  elected  to be taxed  under
subchapter S of the Internal  Revenue Code. As a result,  all items of income or
loss  passed to the  stockholders,  and the  stockholders  were  liable  for all
Federal and State income taxes on income earned by the Company through  December
31, 2003.

Prior to 2004, the Company reported its income and deductions utilizing the cash
method of accounting for Federal income tax purposes. Accordingly, certain items
of income and expense were recognized in different years for income tax purposes
than they were for financial statement purposes. Effective, January 1, 2004, the
Company,  under procedures  established by the Internal Revenue Service ("IRS"),
changed its method of  accounting  from the cash  method to the accrual  method.
Simultaneously,  the Company  sought to defer the  recognition  of income on its
deferred  revenue.  The Company is not assured  that the IRS will agree to allow
the Company to defer such recognition.  If the IRS does not permit the deferral,
the Company  could be liable for  $450,000 in current  income taxes for the year
ended December 31, 2004.

The  components of the Company's  deferred tax asset at December 31, 2005 are as
follows:

Net operating loss                      $  2,826,244
Valuation allowance                        2,826,244
                                        ------------
                                        $          -
                                        ============

As of  December  31,  2005,  the  Company  has  net  operating  losses  totaling
approximately $5,028,510,  which will expire in 2025. The valuation allowance of
the deferred tax asset  decreased by $174,270 during the year ended December 31,
2005.

7.       Net Income (loss) Per Share

Net income  (loss) per share is  computed  as net income  (loss)  divided by the
weighted  average  number of common  shares  outstanding  for the period.  As of
December 31, 2004 common  equivalent shares are excluded from the computation of
net loss per share as their  effect would be  anti-dilutive.  As of December 31,
2005 there were 777,329  potentially  dilutive shares which were included in the
computations.

                                      F-12
<PAGE>

8.       Stockholders' Deficit

The authorized  capital stock currently consists of 200,000,000 shares of Common
Stock, par value $0.001 per share, and 25,000,000 shares of preferred stock, par
value $0.001 per share,  the rights and  preferences of which may be established
from time to time by our Board of Directors. As of December 31, 2005, there were
42,277,775  shares of our  Common  Stock  issued  and  outstanding  and  options
exercisable,  warrants  exercisable or restricted  stock for 4,816,857 shares of
Common Stock. No other securities,  including  without  limitation any preferred
stock, convertible securities, options, warrants, promissory notes or debentures
are outstanding.

Common Stock

Holders  of Common  Stock are  entitled  to one vote for each  share held on all
matters  submitted to a vote of stockholders  and do not have cumulative  voting
rights.  Accordingly,  holders  of a  majority  of the  shares of  Common  Stock
entitled to vote in any  election of  directors  may elect all of the  directors
standing for  election.  Subject to  preferences  that may be  applicable to any
shares of preferred stock  outstanding at the time,  holders of Common Stock are
entitled to receive dividends  ratably,  if any, as may be declared from time to
time by our board of directors out of funds legally available therefore.

Upon our liquidation, dissolution or winding up, the holders of our common stock
are entitled to receive ratably, our net assets available after the payment of:

      a.    all secured liabilities, including any then outstanding secured debt
            securities which we may have issued as of such time;

      b.    all unsecured liabilities,  including any then unsecured outstanding
            secured  debt  securities  which we may have issued as of such time;
            and

      c.    all liquidation preferences on any then outstanding preferred stock.

Holders  of  Common  Stock  have  no  preemptive,  subscription,  redemption  or
conversion  rights,  and there are no  redemption  or  sinking  fund  provisions
applicable  to the common  stock.  The rights,  preferences  and  privileges  of
holders of common  stock are subject to, and may be  adversely  affected by, the
rights of the  holders of shares of any series of  preferred  stock which we may
designate and issue in the future.

Upon the closing of the Private Placement Transaction, on December 31, 2004, the
Company  sold  3,699,868  shares  of  common  stock to  investors  in a  Private
Placement Transaction,  at a price of $1.00 per share, for a total of $3,478,261
net of  expenses.  Money was  received  by the  Company on  January 3, 2005.  In
connection  with the Merger and the Private  Placement  Transaction  the Company
issued  warrants  exercisable  for 300,000 shares of common stock to a financial
advisor for services  rendered in the merger.  The warrants are  exercisable  at
$1.00  per  share,  vest  immediately  and  have a term  of  five  years.  These
securities  where offered and sold by the Company in reliance on exemptions from
registration  provided by Section 4(2) of the  Securities  Act and  Regulation D
promulgated thereunder.  The investors in the Private Placement Transaction were
all  "accredited  investors"  as that term is defined  under  Regulation  D. The
investors  were  provided  a  confidential   offering  memorandum  and  executed
individual subscription agreements in which they made representations  regarding
their sophistication and qualifications as accredited investors.

On January 24, 2005,  pursuant to a letter agreement  between the Company and an
investor  relations  firm, the Company issued  Options  exercisable  for 150,000
shares of our common stock in return for services  rendered to  InfoSearch.  The
options are  exercisable at a price of $3.25 per share and expire on January 24,
2012.  The Company  recorded a total of $125,775 in option  expense  relating to
this  transaction.  The  Company  relied  on the  exemptions  from  registration
provided by Section 4(2) of the  Securities  Act and  Regulation  D  promulgated
thereunder,  because the transaction did not involve any public offering and was
made in connection with a privately negotiated transaction.

                                      F-13
<PAGE>

On February 16, 2005, pursuant to a consulting agreement between the Company and
our investor  relations  firm,  the Company  issued  20,000 shares of our common
stock to our investor relations firm in return for services rendered for a total
of $76,000 to InfoSearch. The Company relied on the exemptions from registration
provided by Section 4(2) of the  Securities  Act and  Regulation  D  promulgated
thereunder,  because the transaction did not involve any public offering and was
made in connection with a privately negotiated transaction.

On March 1, 2005,  the Company  issued  250,000  shares of our common stock in a
private  placement  transaction  to an accredited  investor who paid $250,000 to
InfoSearch  for the  shares.  These  securities  where  offered  and sold by the
Company in reliance on exemptions from registration  provided by Section 4(2) of
the Securities Act and Regulation D promulgated thereunder.  The investor was an
"accredited  investor" as that term is defined under  Regulation D. The investor
was  provided  a  confidential   offering  memorandum  and  executed  individual
subscription agreements in which the investor made representations regarding its
sophistication and qualifications as an accredited investor.

On November 7, 2005, the Company issued  8,359,375 shares of our common stock in
a private  placement  transaction  to fifteen (15)  accredited  investor for the
purchase  price of $0.64 per share  (representing  a 20% discount to the closing
price of our  common  stock on  November  2, 2005) for total  proceeds  of $5.35
million.  In addition,  the Investors  received  4,179,686  warrants to purchase
4,179,686  shares of our common stock.  The warrants  expire on November 7, 2010
and are  exercisable  at a price of $0.88  per  share.  These  securities  where
offered  and sold by the Company in reliance  on  exemptions  from  registration
provided by Section 4(2) of the  Securities  Act and  Regulation  D  promulgated
thereunder.  The investors were  "accredited  investors" as that term is defined
under Regulation D.

The Company issued 552,500 shares of restricted  common stock in 2005 to members
of the Company's board of directors and certain  officers.  The Company incurred
$443,727 in non-cash equity compensation expenses associated with these grants.

The  warrants  issued  to all  participants  in the  November  7,  2005  private
placement  require  the  Company  to settle the  contracts  by the  delivery  of
registered  shares.  At the  date of  issuance,  the  Company  did  not  have an
effective  registration  statement  related to the  shares  that could be issued
should the warrant  holders  exercise the  warrants.  In  addition,  the warrant
holders  have the right to require  that the  Company  settle  the  warrant on a
net-cash  basis in a fundamental  transaction,  regardless of the form of tender
underlying the fundamental transaction.  As the contracts must be settled by the
delivery of registered  shares and the delivery of the registered shares are not
controlled  by the Company  and the rights of the  warrant  holders to settle in
cash  potentially in preference to other  shareholders  receiving other forms of
consideration,  pursuant to EITF 00-19,  "Accounting  for  Derivative  Financial
Instruments  Indexed to, and Potentially Settled in, a Company's Own Stock", the
relative  net value of the  warrants at the date of issuance  was  recorded as a
warrant  liability  on the  balance  sheet and the change in fair value from the
date of issuance  through  December 31,  2005.  The value of the warrants on the
date of the  transaction  was  approximately  $3,063,172  and  $2,526,272  as of
December 31, 2005.  The fair value of the  warrants  increased  from the date of
issuance to December 31, 2005 by approximately $536,900.

Preferred Stock

Our board of directors is authorized,  without further stockholder  approval, to
issue up to  25,000,000  shares of preferred  stock in one or more series and to
fix the  rights,  preferences,  privileges  and  restrictions  of these  shares,
including dividend rights, conversion rights, voting rights, terms of redemption
and liquidation  preferences,  and to fix the number of shares  constituting any
series and the designations of these series. These shares may have rights senior
to the Common  Stock.  The  issuance of  preferred  stock may have the effect of
delaying or  preventing  a change in control of us. The  issuance  of  preferred
stock  could   decrease  the  amount  of  earnings  and  assets   available  for
distribution to the holders of Common Stock or could adversely affect the rights
and powers, including voting rights, of the holders of Common Stock. At present,
we have no plans to issue any shares of our preferred stock.

The description of our securities  contained herein is a summary only and may be
exclusive of certain information that may be important to you. For more complete
information,   you  should  read  our  Certificate  of  Incorporation   and  its
restatements and amendments, together with our corporate bylaws.

                                      F-14
<PAGE>

9.       Stock Option Plan

The 2004 Stock Option Plan (the "Plan") gives the board of directors the ability
to  provide  incentives  through  grants  or  awards  of  stock  options,  stock
appreciation  rights,  and restricted stock awards  (collectively,  "Awards") to
present  and  future  employees  of us and  our  affiliated  companies.  Outside
directors,  consultants,  and other advisors are also eligible to receive Awards
under the Plan.

A total of 5,212,500  shares of our Common Stock are reserved for issuance under
the  Plan.  If an  incentive  award  expires  or  terminates  unexercised  or is
forfeited,  or if any shares are  surrendered to us in connection with an Award,
the  shares  subject  to such  award  and the  surrendered  shares  will  become
available for further awards under the Plan.

Shares issued under the Plan through the settlement,  assumption or substitution
of  outstanding  Awards or  obligations to grant future Awards as a condition of
acquiring  another entity will not reduce the maximum number of shares available
under the Plan.  In  addition,  the number of shares  subject  to the Plan,  any
number of shares  subject to any numerical  limit in the Plan, and the number of
shares and terms of any Award may be  adjusted in the event of any change in our
outstanding  common stock by reason of any stock dividend,  spin-off,  split-up,
stock split, reverse stock split,  recapitalization,  reclassification,  merger,
consolidation,  liquidation,  business  combination  or  exchange  of  shares or
similar transaction.

No more than  1,000,000  shares of the  authorized  shares may be  allocated  to
Awards  granted or awarded to any  individual  participant  during any  calendar
year.  Any  shares of  restricted  stock and any  shares  underlying  a grant of
options that are forfeited will not count against this limit.

The board of directors or one of its  committees  will  administer  the Plan. If
Section  162(m) of the Internal  Revenue Code of 1986,  as amended (the "Code"),
and Rule 16b-3 under the Securities  Exchange Act of 1934, as amended,  apply to
us and the Plan, then each member of the board or committee,  which must have at
least two  members,  must meet the  standards  of  independence  necessary to be
classified as an "outside  director" for purposes of Section  162(m) of the Code
and a outside  director for the purposes of Rule 16b-3.  Subject to the terms of
the Plan, the committee will have complete authority and discretion to determine
the terms of Awards.

The Plan authorizes the grant of Incentive Stock Options and Nonqualified  Stock
Options. Incentive Stock Options are stock options that satisfy the requirements
of Section 422 of the Code. Nonqualified Stock Options are stock options that do
not satisfy the  requirements of Section 422 of the Code.  Options granted under
the Plan entitle the grantee,  upon exercise,  to purchase a specified number of
shares from us at a specified exercise price per share. The committee determines
the  period of time  during  which an Option  may be  exercised,  as well as any
vesting  schedule,  except  that no Option may be  exercised  more than 10 years
after the date of grant.  The exercise  price for shares of common stock covered
by an Option  cannot be less than the fair market  value of the common  stock on
the date of grant.

Stock option activity under the Plan is as follows:

                                                                       Weighted
                                                                       Average
                                                           Number of   Exercise
Description                                                 Options     Price
                                                           ---------   --------
OUTSTANDING, January 1, 2004 (1,185,331 options
exercisable at weighted average exercise price of $1)       1,639,634       1.00
Granted (weighted average fair value of $0.91)                600,000       1.00
                                                            ---------   --------

OUTSTANDING, December 31, 2004 (1,385,331 options
exercisable at weighted average exercise price of $1)       2,239,634       1.00
Granted (weighted average fair value of $0.72)              1,414,500       0.70
Cancelled                                                    (375,993)      1.00
                                                            ---------   --------
OUTSTANDING, December 31, 2005 (1,764,804 options
exercisable at weighted average exercise price of $0.93)    3,278,141       0.93
                                                            ---------   --------




                                      F-15
<PAGE>

Additional  information regarding options outstanding at December 31, 2005 is as
follows:

<TABLE>
<CAPTION>
                             Options outstanding      Options exercisable
                           ----------------------   ----------------------
                            Weighted
                             average     Weighted                 Weighted
Range of                    remaining    Average                  Average
exercise       Number      contractual   Exercise     Number      Exercise
prices       Outstanding   Life(Years)    Price     Exercisable    Price
----------   -----------   -----------   --------   -----------   --------
<S>          <C>           <C>           <C>        <C>           <C>
2 - $0.68         25,000        9.97     $   0.68           251   $   0.68
1 - $0.76        262,500        9.18     $   0.76        74,315   $   0.76
34 - $0.78       345,000        9.87     $   0.78        14,493   $   0.78
29 - $0.81       457,000        9.45     $   0.81       248,017   $   0.81
1 - $0.94        175,000        9.50     $   0.94        29,247   $   0.94
14 - $1.00     1,863,641        7.77     $   1.00     1,385,331   $   1.00
1 - $1.06        150,000        9.74     $   1.06        13,151   $   1.06
              ----------                            -----------
               3,278,141        8.54     $   0.93     1,764,804       0.93
              ----------                            -----------
</TABLE>


At December 31, 2005,  1,934,359  shares were  available for future grants under
the Stock Option Plan.

10.      Related Party Transactions.

As of December  31,  2005,  the Company  had a loan due from Walter  Lazuka,  an
InfoSearch  stockholder,  totaling $25,000.  This loan was entered into with Mr.
Walter Lazuka in a series of transactions  from March 19, 2004 through September
16, 2004.  This loan  accrues  interest at 7% with no fixed  interest  repayment
schedule and is payable on demand.

In a series of transactions from June 28, 2004 through July 26, 2004, InfoSearch
entered into a loan  agreement  totaling  $24,043  with Mike Lazuka,  one of its
stockholders.  The loan was repaid,  and as of December 31,  2005,  there was no
open balance.

In a series of  transaction  from May 4, 2004 through July 16, 2004,  InfoSearch
entered  into a loan  agreement  totaling  $34,608 with Tony  Tommasi,  a former
employee and current stockholder. The loan was forgiven in December 2004 as part
of a severance agreement between InfoSearch and Tony Tommasi, and as of December
31, 2005, there was no open balance.

In December  2004,  the Company  executed  several  promissory  notes with Steve
Lazuka, who is both an officer and a stockholder, to settle outstanding balances
owed to the Company.  The notes totaled $781,410 in aggregate and matured on the
earlier of January  31, 2005 or the  completion  of the  Merger,  with  interest
payable  only until  maturity,  when the  principal  was due and  payable in its
entirety.  In two payments in December  2004,  Mr. Lazuka paid the entire amount
then due, and as of December 31, 2005 there was no open balance.

We have entered into a 12-month  consulting  agreement  with Claudio  Pinkus,  a
member of our Board of Directors ("the Pinkus Consulting Agreement"). The Pinkus
Consulting  Agreement  provides for an annual  consulting  fee of $100,000 to be
paid in semi-monthly payments. The Pinkus Consulting Agreement also provides for
a quarterly  bonus payment of up to $25,000 for each  quarter,  as determined by
the Company's Board of Directors.  The Pinkus  Consulting  Agreement  expires on
August 23, 2006, subject to early termination.

Mr.  Pinkus was also granted  1,350,000  shares of  restricted  stock,  of which
450,000  shares will vest on January 4, 2006 and the remaining  shares will vest
in three  installments  of 300,000  shares each on February 23, 2006,  April 23,
2006 and August 23, 2006, provided that the Pinkus Consulting  Agreement has not
been terminated by the Company for cause under the Pinkus  Consulting  Agreement
or Mr. Pinkus has not terminated his service for "convenience" as defined in the
Pinkus Consulting  Agreement and under  circumstances where he has also resigned
from the Board.  If we fail to complete an  "approved  financing"  by August 23,
2006, all shares vest at that time.  Furthermore,  if Mr. Pinkus  terminates his
service for good reason, or his service is terminated without cause, the Company
will pay an amount in cash  equal to the sum of the  semi-monthly  payments  due
through  the  end  of  the  Agreement's  term,  and  any  unvested  shares  will
automatically vest. Mr. Pinkus may participate, as a selling stockholder, in any
financing  transaction  undertaken by us for the purpose of  satisfying  the tax
liability  incurred by Mr. Pinkus as a result of the restricted  stock award. In
the event that we have not completed a financing transaction in which Mr. Pinkus
participates  by the due date of such tax liability,  we have agreed to pay such
liability on Mr. Pinkus behalf by January 13, 2006. Our  obligations  related to
such tax  liability  are  conditioned  on Mr.  Pinkus  filing of a Section 83(b)
election within 15 business days of the date of the restricted stock award.

                                      F-16
<PAGE>

11.      Commitments and Contingencies

The Company has entered into a  non-cancelable  operating  lease for  facilities
through May 31, 2009.  Rental  expense was $162,757 and $185,419 for years ended
December  31, 2005 and 2004,  respectively.  At December  31,  2005,  the future
minimum lease payments for the years ending December 31 are as follows:

2006                                          $193,360
2007                                           220,620
2008                                           226,125
2009                                            95,375
                                              --------
Total Minimum Lease Payments                  $735,480
                                              ========

The Company has entered into capital leases for equipment. The leases are for 24
and 36 months and contain  bargain  purchase  provisions so that the Company can
purchase the equipment at the end of each lease.  The  following  sets forth the
minimum  future  lease  payments  and present  values of the net  minimum  lease
payments  under these  capital  leases for the years  ending  December 31 are as
follows:

2006                                           $39,795
2007                                            18,632
                                               -------
Total Minimum Lease Payments                    58,427
Less: Imputed Interest                           7,743
                                               -------
Present Value of Total Minimum Lease Payments  $50,684
                                               =======

The  capitalized  lease  payments for the years ended December 31, 2005 and 2004
were $44,717 and $28,814, respectively.

Employment agreement

We entered into an employment  agreement on January 4, 2006 with George  Lichter
as Chief Executive  Officer (the "Lichter  Employment  Agreement").  The Lichter
Employment  Agreement provides for an initial annual base salary of $150,000 and
an annual  performance-based  bonus of up to $150,000. In addition,  Mr. Lichter
receives an automobile allowance of $600 per month. Under the Lichter Employment
Agreement,  Mr.  Lichter  may  resign  for  "good  reason"  if  his  duties  are
substantially  diminished  or if we  materially  breach the  Lichter  Employment
Agreement.  In that event, Mr. Lichter will receive his base salary, bonuses and
benefit plan  coverage for a period of six months.  Likewise,  Mr.  Lichter will
receive his base salary,  bonuses and benefit plan  coverage for a period of six
months if he is discharged without cause. The Lichter Employment  Agreement also
includes  restrictive  covenants relating to competition and solicitation of our
customers or  employees.  The Lichter  Employment  Agreement  provides  that Mr.
Lichter will  normally  work for us four days per week.  We have agreed to allow
Mr.  Lichter to continue to serve as an officer and director of MCS Ventures and
Yoga Works,  Inc., but only to the extent that Mr. Lichter's  continued  service
does not materially interfere with the performance of his duties to us.

Pursuant  to his  employment  agreement,  Mr.  Lichter  was  granted,  under the
Registrant's  2004 Stock  Option Plan (the  "Plan"),  a  restricted  stock award
representing  675,000  shares of our common stock,  of which 225,000 shares will
vest on January 4, 2006 and the remaining shares will vest in three installments
of 150,000 shares each on February 23, 2006, April 23, 2006 and August 23, 2006,
provided that Mr. Lichter's  employment has not been terminated for cause or Mr.
Lichter has not  terminated  his  employment  for other than good  reason  under
circumstances where he has also has been removed or has resigned from the Board.
Mr.  Lichter  may  participate,  as a  selling  stockholder,  in  any  financing
transaction  undertaken  by us for the purpose of  satisfying  the tax liability
incurred by Mr. Lichter as a result of the restricted  stock award. In the event
that we have  not  completed  a  financing  transaction  in  which  Mr.  Lichter
participates  by the due date of such tax liability,  we have agreed to pay such
liability on Mr. Lichter's  behalf by January 13, 2006. Our obligations  related
to such tax liability are conditioned on Mr. Lichter's filing of a Section 83(b)
election within 15 business days of the date of the restricted  stock award. Mr.
Lichter was also  subsequently  granted an additional  stock award  representing
675,000 shares of our common stock, of which 225,000 shares will vest on January
4, 2006 and the  remaining  shares  will vest in three  installments  of 150,000
shares each on February 23, 2006,  April 23, 2006 and August 23, 2006,  provided
that Mr.  Lichter's  employment has not been terminated for cause or Mr. Lichter
has not  terminated  his  employment  for  other  than  good  reason  and  under
circumstances where he has also has been removed or has resigned from the Board.
The Lichter Employment Agreement also includes restrictive covenants relating to
competition and solicitation of our customers or employees, and employment under
the  Lichter  Employment  Agreement  is at will  and  therefore  InfoSearch  may
terminate Mr. Lichter's employment at any time and for any reason subject to the
provisions set forth above.

                                      F-17
<PAGE>

We have  entered  into an  executive  employment  agreement  with  Steve  Lazuka
("Lazuka  Employment  Agreement")  dated  December 29, 2004 and  terminating  on
December  31,  2006.  The Lazuka  Employment  Agreement  provides for an initial
annual base salary of $175,000, with a minimum annual increase in base salary of
10%.   The   Lazuka   Employment   Agreement   also   provides   for  an  annual
performance-based bonus of up to $175,000,  which was subsequently modified to a
maximum of $175,000,  as  determined by the  Company's  Board of Directors.  The
Lazuka Employment  Agreement expires on December 31, 2006,  subject to extension
or earlier  termination.  It provides  that if Mr.  Lazuka is  terminated  by us
without cause or if he terminates  his  employment  for good reason,  he will be
entitled to his base salary,  bonuses and all health and benefits  coverage,  in
each case for 12 months.  At the  election of Mr.  Lazuka,  in the event of such
termination, his base salary and any bonus then earned is payable by the Company
in a lump sum within 45 days  after his last day of  employment.  "Good  reason"
exists if Mr. Lazuka's duties are  substantially  diminished or if we materially
breach the Lazuka Employment  Agreement.  The Lazuka  Employment  Agreement also
includes  restrictive  covenants relating to competition and solicitation of our
customers or employees.

Under the Lazuka Employment  Agreement,  Mr. Lazuka received options to purchase
up to 600,000  shares of our common  stock under our 2004 Stock Option Plan (the
"Plan"),  which vest in three equal installments after six months, 12 months and
24 months,  respectively.  The options vest in full in the event of Mr. Lazuka's
death, disability,  discharge without cause, or resignation for good reason. The
exercise  price  of  the  options  granted  pursuant  to the  Lazuka  Employment
Agreement is $1.00 per share.

In connection  with the  appointment  of Mr.  Lichter as our President and Chief
Executive Officer,  Mr. Lazuka's employment agreement was amended. The amendment
reaffirms all of the  provisions of the Lazuka  Employment  Agreement  including
those  establishing  the term of  employment  and  compensation  payable  to Mr.
Lazuka. The amendment revises Mr. Lazuka's position and title from President and
Chief Executive Officer to Chief Strategy Officer and from Chairman to Director.
The amendment adds certain new rights and  obligations to the Lazuka  Employment
Agreement, the most significant of which obligate us to include in any financing
transaction up to one million shares of our common stock owned by Mr. Lazuka. We
also agreed to include all shares of our common  stock owned by Mr.  Lazuka that
are not sold in such a financing transaction in any registration statement filed
by us (other than a registration  statement filed solely to register an employee
compensation  plan on a Form S-8) and  provided  Mr.  Lazuka the right to demand
such  registration  in the event that we fail to register  such shares within 12
months. Mr. Lazuka has agreed to execute a standard lock-up agreement related to
his our common stock for a period of 12 months.  Further,  pursuant to the close
of the private  placement  underlying this  registration  statement,  Mr. Lazuka
agreed to waive his rights to sell  shares in the private  placement  as well as
waive the commencement of his registration  rights for a period of twelve months
commencing on the closing date.

We also have entered into an executive  employment agreement with Frank Knuettel
(the "Knuettel Employment Agreement").  The Knuettel Employment Agreement, dated
March 8, 2005, provides for an initial annual base salary of $175,000,  provided
that if Mr.  Knuettel  remains  in the  employment  of the  Company in the month
following  the second  consecutive  quarter that the Company is  profitable on a
GAAP basis, his base salary will increase to $185,000.  The Knuettel  Employment
Agreement  further  provides  for a potential  target bonus equal to 30% of base
salary, contingent on the Company's achieving revenue and operating income goals
and Mr.  Knuettel's  attaining  individual  goals  established  by the  Board of
Directors.  Under the  Knuettel  Employment  Agreement,  Mr.  Knuettel  received
options to  purchase  up to 262,500  shares of our common  stock made  available
under the Plan, which vest over a four-year period.  Additionally,  Mr. Knuettel
received an award of 352,500  restricted shares of our common stock,  which also
vest over a four-year  period of his employment  with the Company.  Mr. Knuettel
was also  subsequently  granted an additional stock award  representing  167,500
shares, under which 25% of the shares will vest on January 4, 2006, 12.5% of the
shares will vest on July 7, 2006 and the  remaining  shares will vest over three
years  in  equal,  monthly  installments,  ending  on  January  4,  2009  and an
additional  option  award  representing  82,500  shares,  under which 25% of the
shares  will vest on January 4, 2006,  12.5% of the shares  will vest on July 7,
2006 and the  remaining  shares  will vest over  three  years in equal,  monthly
installments, ending on January 4, 2009.

                                      F-18
<PAGE>

The Knuettel Employment Agreement provides that if Mr. Knuettel is terminated by
us without  cause,  he will be  entitled  to his base  salary for the  six-month
period  following  termination,  and  the  vested  portion  of  the  option  and
restricted stock grants described above will be determined as if he had remained
in employment for one additional year. If Mr. Knuettel resigns after a change in
control,  he will be  entitled  to his  base  salary  for the  six-month  period
following his  resignation,  and the vested portion of the option and restricted
stock  grants  described  above  will be  determined  as if he had  remained  in
employment  for two  additional  years.  At the  election of Mr.  Knuettel,  the
severance benefits are payable by the Company in a lump sum within 45 days after
his last day of  employment.  The Knuettel  Employment  Agreement  also includes
restrictive  covenants relating to competition and solicitation of our customers
or employees,  and employment under the Knuettel Employment Agreement is at will
and therefore InfoSearch may terminate Mr. Knuettel's employment at any time and
for any reason subject to the provisions set forth above.

We also have entered into employment agreements with David Averill,  Kelly Bakst
and David Gagne which provide for an annual salary to Mr.  Averill in the amount
of  $175,000,  an annual  salary to Mr.  Bakst in the amount of $135,000  and an
annual  salary to Mr.  Gagne in the amount of  $100,008.  Other than  provisions
related  to annual  salary,  and  acceleration  of  vesting  for Mr.  Averill if
terminated   following  an  acquisition,   the  employment   agreements  contain
substantially the same terms. Under these agreements, Mr. Averill, Mr. Bakst and
Mr.  Gagne may be awarded  options to purchase  our common stock in amount which
the  Board of  Directors  feels  is  appropriated  based  on their  performance.
Employment  under  these  agreements  is at will and  therefore  the Company may
terminate these employees at any time and for any reason.

Litigation

From time to time, we may be involved in litigation  relating to claims  arising
out of our  operations  in the  normal  course  of  business.  While  we are not
currently  a party to any  litigation,  we have  received a demand  letter  from
Gemini  Partners,  Inc. for unpaid  finder's fees and additional  warrants to be
granted in  relation to the PIPE  fundraising  closed in  November  2005.  As no
formal litigation has yet been filed and no discovery  commenced,  we are unable
to assess the outcome of this matter as of today.  Except for this, we are not a
party  to any  other  legal  proceedings,  the  adverse  outcome  of  which,  in
management's  opinion,  individually or in the aggregate,  would have a material
adverse effect on our results of operations or financial position.

12.      Private Placements and Merger

On December 31, 2004, the Company completed a reverse triangular merger with MAC
via its  Acquisition  Sub.  MAC became the  surviving  company of the merger and
changed its name to InfoSearch  Media,  Inc. At the effective time of the Merger
(the "Effective  Time"),  the Company  discontinued the current business plan to
pursue the business and plan and operations of  TrafficLogic.  At the same time,
all of the issued and  outstanding  shares of capital  stock of Mimi and Coco, a
subsidiary  of MAC,  where  sold to  Vicenzo  Cavallo  and  Anthony  Cavallo  in
consideration for 24,301,170 shares of Common Stock which have been retired (the
"Split-Off"). Also, at the Effective Time, the holders of shares of common stock
and Common Stock Equivalents, the former stockholders of MAC retained 14,000,035
shares of Common Stock and, the investors purchasing Common Stock in the Private
Placement Transaction were sold 3,699,868 shares of Common Stock.

As of December 31, 2004, the Company had sold 3,699,868 shares through the
Private Placement at $1 per share for $3,478,261, net of expenses. The money was
received by the Company on January 3, 2005.

In the private  placement the Company has a requirement  to file a  Registration
Statement  within 60 days of the  closing  of the  private  placement  and has a
requirement  to get the statement  effective  with 120 days of the closing.  The
Company  filed a form SB-2  registration  statement on February 14, 2005 thereby
meeting the filing requirement.  The Company must get the registration statement
effective by the end of April, 2005 or there is a penalty of 1% of the principal
amount of the proceeds. At this time the Company believes that it will meet this
requirement as well.

Upon the closing of the Private Placement Transaction, on December 31, 2004, the
Company  sold  3,699,868  shares  of  common  stock to  investors  in a  Private
Placement Transaction,  at a price of $1.00 per share for a total of $3,478,261,
net of  expenses.  Money was  received  by the  Company on  January 3, 2005.  In
connection with the Merger and the Private  Placement  Transaction,  the Company
issued  warrants  exercisable  for 300,000 shares of common stock to a financial
advisor for services  rendered in the merger.  The warrants are  exercisable  at
$1.00  per  share,  vest  immediately  and  have a term  of  five  years.  These
securities  where offered and sold by InfoSearch in reliance on exemptions  from
registration  provided by Section 4(2) of the  Securities  Act and  Regulation D
promulgated thereunder.  The investors in the Private Placement Transaction were
all  "accredited  investors"  as that term is defined  under  Regulation  D. The
investors  were  provided  a  confidential   offering  memorandum  and  executed
individual subscription agreements in which they made representations  regarding
their sophistication and qualifications as accredited investors.

                                      F-19
<PAGE>

On March 1, 2005,  InfoSearch  issued  250,000  shares of our common  stock in a
private  placement  transaction  to an accredited  investor who paid $250,000 to
InfoSearch for the shares. These securities where offered and sold by InfoSearch
in reliance on  exemptions  from  registration  provided by Section  4(2) of the
Securities  Act and  Regulation D  promulgated  thereunder.  The investor was an
"accredited  investor" as that term is defined under  Regulation D. The investor
was  provided  a  confidential   offering  memorandum  and  executed  individual
subscription agreements in which the investor made representations regarding its
sophistication and qualifications as an accredited investor.

On November 7, 2005, the Company issued  8,359,375 shares of our common stock in
a private  placement  transaction  to fifteen (15)  accredited  investor for the
purchase  price of $0.64 per share  (representing  a 20% discount to the closing
price of our  common  stock on  November  2, 2005) for total  proceeds  of $5.35
million.  In addition,  the Investors  received  4,179,686  warrants to purchase
4,179,686  shares of our common stock.  The warrants  expire on November 7, 2010
and are  exercisable  at a price of $0.88  per  share.  These  securities  where
offered  and sold by the Company in reliance  on  exemptions  from  registration
provided by Section 4(2) of the  Securities  Act and  Regulation  D  promulgated
thereunder.  The investors were  "accredited  investors" as that term is defined
under Regulation D.

The  warrants  issued  to all  participants  in the  November  7,  2005  private
placement  require  the  Company  to settle the  contracts  by the  delivery  of
registered  shares.  At the  date of  issuance,  the  Company  did  not  have an
effective  registration  statement  related to the  shares  that could be issued
should the warrant  holders  exercise the  warrants.  In  addition,  the warrant
holders  have the right to require  that the  Company  settle  the  warrant on a
net-cash  basis in a fundamental  transaction,  regardless of the form of tender
underlying the fundamental transaction.  As the contracts must be settled by the
delivery of registered  shares and the delivery of the registered shares are not
controlled  by the Company  and the rights of the  warrant  holders to settle in
cash  potentially in preference to other  shareholders  receiving other forms of
consideration,  pursuant to EITF 00-19,  "Accounting  for  Derivative  Financial
Instruments  Indexed to, and Potentially Settled in, a Company's Own Stock", the
fair value of the  warrants  at the date of issuance  was  recorded as a warrant
liability  on the balance  sheet.  The value of the  warrants on the date of the
transaction was  approximately  $3,063,172 and was $2,526,272 as of December 31,
2005.  The fair value of the  warrants  decreased  from the date of  issuance to
December 31, 2005 by approximately $536,900.

In the  private  placement  the  Company  was  required  to file a  Registration
Statement  within 30 days of the closing of the private  placement.  The Company
filed a form SB-2 registration statement on December 7, 2005 thereby meeting the
filing requirement.

13.      Subsequent Events

On February 22, 2006,  InfoSearch Media, Inc.  ("InfoSearch Media") entered into
an Agreement and Plan of Merger and  Reorganization  ("Merger  Agreement")  with
Answerbag,  Inc., a privately  held  California  corporation  ("Answerbag")  and
Apollo Acquisition Corp., a California corporation and a wholly-owned subsidiary
of  InfoSearch  Media  ("Merger  Sub").  Pursuant  to the  terms  of the  Merger
Agreement,  Merger Sub merged with and into Answerbag,  with Answerbag surviving
as a wholly-owned subsidiary of InfoSearch Media (the "Merger"). The transaction
subsequently closed on March 3, 2006.

At the time of the Merger,  each outstanding share of Answerbag Common Stock was
exchanged for a number of shares of InfoSearch  Media Common Stock and an amount
of cash based on agreed upon stock exchange ratios and cash exchange ratios. The
consideration in the Merger consisted of shares of InfoSearch Media Common Stock
and cash.

InfoSearch  Media will issue up to  1,005,435  shares of common  stock  equal to
$462,500  divided by the average  closing  price per share of  InfoSearch  Media
Common Stock on the Over the Counter Bulletin Board for the 5 trading day period
up to and  including  the day  immediately  preceding  (but not  including)  the
closing date of the transaction.

                                      F-20
<PAGE>

InfoSearch  Media will also pay up to $462,500,  provided  that (a) $161,875 was
paid at the closing,  and (b) $75,156.25 is paid within 10 business days of each
of the following  dates: 90 days after the closing,  180 days after the closing,
270 days after the closing and 360 days after the Closing.  The actual amount of
shares issued and cash paid is subject to certain  contingencies and milestones,
as set forth in the Merger Agreement.

Answerbag is an early stage company operating Answerbag.com,  a community driven
website  providing  a forum  for  registered  users to ask  questions  or answer
questions  submitted  by other  users.  As part of the  acquisition,  InfoSearch
acquired the website and related group of registered users,  negligible  amounts
of fixed assets and entered into a non-compete and employment  relationship with
Answerbag's founder.


                                      F-21