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

                                   FORM 10-KSB
                                   (Mark One)

[X]   ANNUAL REPORT  PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES  EXCHANGE
      ACT OF 1934

For the fiscal year ended December 31, 2004

[_]   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
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(State or other jurisdiction of                  (I.R.S. Employer
 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)
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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 (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  Issuer's  knowledge,  in  any  definitive  proxy  or  information
statements  incorporated  by  reference  in Part III of this Form  10-KSB or any
amendment to this Form 10-KSB. [_]

Issuer's  revenues  for the year  ended  December  31,  2004 were  approximately
$2,799,622.

The  aggregate  market value of the voting stock held by  non-affiliates  of the
Issuer,  based on the  average  bid and  asked  prices  on the Over the  Counter
Bulletin Board on April 12, 2005 was approximately $41,377,168.

The number of shares outstanding of the issuer's common stock,  $0.001 par value
("Common Stock"),  as of the latest  practicable  date:  33,830,275 shares as of
April 12, 2005.

<PAGE>

                       DOCUMENTS INCORPORATED BY REFERENCE

      Items 9, 10, 11, 12 and 14 of Part III are  incorporated by reference from
the  Issuer's  Definitive  Proxy  Statement  for  the  2005  Annual  Meeting  of
Stockholders.  The Issuer's  Definitive  Proxy  Statement will be filed with the
Securities  and  Exchange  Commission  on or before 120 days after  December 31,
2004.


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

<PAGE>

                                TABLE OF CONTENTS

PART I

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

PART II

  ITEM 5.      MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER
               MATTERS.........................................................9
  ITEM 6.      MANAGEMENT'S DISCUSSION AND ANALYSIS OF OPERATIONS
               AND FINANCIAL CONDITION .......................................10
  ITEM 8.      CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON
               ACCOUNTING AND FINANCIALDISCLOSURE.............................15
  ITEM 8A.     CONTROLS AND PROCEDURES........................................16
  ITEM 8B.     OTHER INFORMATION..............................................16

PART III

  ITEM 9.      DIRECTORS AND EXECUTIVE OFFICERS...............................16
  ITEM 10.     EXECUTIVE COMPENSATION.........................................16
  ITEM 11.     SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS
               AND MANAGEMENT.................................................16
  ITEM 12.     CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS.................16
  ITEM 13.     EXHIBITS AND REPORTS ON FORM 8-K...............................17
  ITEM 14.     PRINCIPAL ACCOUNTANT FEES AND SERVICES.........................18

   SIGNATURES ................................................................19
   FINANCIAL STATEMENTS......................................................F-1

<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 filed with the Securities  Exchange Commission on February 14, 2005
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 Development

InfoSearch Media  (www.infosearchmedia.com)  develops content-based solutions to
support business.  Currently,  the Company delivers the following  solutions for
over 4,300 clients:  high-conversion organic search traffic;  branded,  original
content;   optimized  marketing  site  creation;   and  click-to-sale   campaign
analytics.   InfoSearch   Media's   operating   brands  include   ArticleInsider
(www.articleinsider.com),   TrafficLogic  (www.trafficlogic.com),   ContentLogic
(www.contentlogic.com),  TopicLogic  (www.topiclogic.com),  and  ConversionLogic
(www.conversionlogic.com).

We were  incorporated  under the laws of Delaware  on  December  14, 2000 as MAC
Worldwide,  Inc.  ("MAC")  then  engaged in the  manufacture  and  marketing  of
garments to the retail clothing industry with operations conducted through MAC's
wholly-owned subsidiary Mimi & Coco, Inc. ("Mimi & Coco").

On December 31, 2004,  we acquired all of the issued and  outstanding  shares of
TrafficLogic,   Inc.,   a   California   corporation   (referred  to  herein  as
"TrafficLogic  CA"), and TrafficLogic CA merged (the "Merger") with and into our
newly-formed  and wholly-owned  subsidiary,  Trafficlogic  Acquisition  Corp., a
Delaware corporation ("Trafficlogic").  At the effective time of the Merger (the
"Effective  Time"), we discontinued our then current business plan to pursue the
business and plan of operations of TrafficLogic CA. At the same time, all of the
issued  and  outstanding  shares  of  capital  stock of Mimi & Coco were sold to
Vincenzo Cavallo and Anthony Cavallo in consideration  for 24,301,170  shares of
Common Stock which have been retired (the "Split-Off").  In contemplation of the
Merger,  we changed our name to InfoSearch Media, Inc. After the Effective Time,
we changed the name of Trafficlogic Acquisition Corp. to Trafficlogic, Inc.

Business Overview

InfoSearch Media is a leading provider of content based,  cost-effective  search
engine  marketing  services.  We are both a search engine marketing firm, and an
online media  company with over 200 expert copy writers that  contribute  to the
over  250,000  pages of unique,  high  quality  content  contained in our online
network,  ArticleInsider.  We leverage the content on ArticleInsider to generate

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large volumes of qualified  Internet traffic for our clients.  We currently have
over 4,300  clients  receiving  traffic  from  ArticleInsider.  The Company also
leverages  our team of  professional  copy  writers by  offering  professionally
written  marketing  and  informative  content  for our  clients'  own  websites.
Finally,  we  provide  web  analytic  software  and other  tools to help  online
marketers  analyze their site  visitors and improve their return on  investment.
The Company has grown to 57 full-time employees and is undergoing a shift toward
shorter closing cycles, larger clients and larger initial purchases by clients.

ArticleInsider

The  Company  maintains  a large  network of content  written  and  designed  by
specialists  and  enthusiasts  covering a wide  variety of popular  topics.  The
content  on  ArticleInsider   contains  information  and  opinions  provided  by
copywriters with particular  experience in the areas covered. Our team of expert
copywriters develop comprehensive, unbiased content for our clients who initiate
lead generation  campaigns.  This content is designed to provide  Internet users
with  relevant  information  about  topics  related to such  client's  business.
Internet users visit the ArticleInsider  network to find large amounts of fresh,
high-quality  and  relevant  information  about a variety of  topics,  to review
related articles,  to talk with other users through online forums or chat rooms,
and to  explore  other  related  websites.  We plan to  continue  to expand  our
250,000-page network as we build our client base.

Services Overview

      o     TrafficLogic - Currently the Company's  primary revenue driver,  the
            TrafficLogic product, provides our clients the opportunity to be the
            sole  sponsor  of  ArticleInsider   content  by  placing  contextual
            advertising  on the  ArticleInsider  content.  Internet users browse
            from  the  search   results  of  any  major  search  engine  to  the
            ArticleInsider  content and from the  ArticleInsider  content to the
            client's  web  site.  In  this  way,  the  leads  generated  through
            ArticleInsider  content can  provide  online  advertisers  the exact
            demographic that is most likely to purchase their specific  products
            or services.


      o     ContentLogic  - The  Company  launched  ContentLogic  to provide our
            clients  the  ability to  purchase  original,  high-quality  content
            created  by  our  team  of  professional   copywriters  with  expert
            knowledge in search and is designed to drive traffic to the client's
            own website.

      o     o TopicLogic -  TopicLogic  provides our clients with an  additional
            method to receive targeted internet traffic. The TopicLogic solution
            enables  clients to own,  separate from the client's own web site, a
            Company-developed and updated informational  property similar to the
            ArticleInsider  network which  provides our clients with a dedicated
            source of quality  traffic while avoiding  recurring  cost-per-click
            charges and rising market prices.

      o     ConversionLogic - Our  ConversionLogic  product provides our clients
            with extremely detailed traffic reporting,  conversion  analysis and
            thorough   keyword   analytics.   ConversionLogic   reports  include
            information about each visitor to the client's web site, the keyword
            searched,  purchases  made or  other  desired  actions  taken by the
            visitor.   This  information  allows  our  clients  to  track  their
            investment in our services and  guarantee the best possible  traffic
            and  conversion  results.  ConversionLogic  is  also  available  for
            purchase by non-Company clients at an affordable price.

Revenue Model

The Company  does not charge our clients for  visitors who only view content and
do not click  through  to the  client's  site,  a  practice  that has become the
standard for other search engine  marketing  services.  We offer clients several
methods of payment for our services including:

      o     Cost-Per-Click  (CPC) - The client's  account is debited each time a
            visitor  browses  from  ArticleInsider  content to the  client's web
            site.

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      o     Cost-Per-Acquisition (CPA) - The client's account is debited after a
            visitor makes a purchase from the client's web site.

These payment methods  require the client to pre-purchase a specified  number of
clicks or  conversions  by funding an account  with the  Company.  The number of
clicks or conversions purchased by the client is dependent on the negotiated CPC
or CPA and the volume of traffic purchased.  The CPC or CPA is lower when larger
volumes of traffic are  pre-purchased.  Each time a searcher clicks through from
ArticleInsider content to a client's website, the client's account is debited by
the pre-determined CPC amount.

When the  client's  account  is  depleted,  the  client is  required  to deposit
additional funds to continue  receiving the traffic  generated by the InfoSearch
Media owned informational  property. A large portion of active clients choose to
renew,  creating a growing base of consistent,  long-term  revenue.  The Company
believes its client  renewal  rates are high  because our traffic  converts on a
higher  percentage basis than industry  averages.  The Company's  revenue is not
dependent  solely  on  client  renewals.  The  ArticleInsider  content  is owned
exclusively by the Company and can be quickly resold, often at a higher rate.

For ContentLogic and TopicLogic services, the Company charges our clients a flat
fee and a monthly subscription fee depending on the amount of content generated,
the  complexity of the site, and the level of demand for search based traffic in
a client's particular industry.

In addition,  the Company has recently  begun placing  Google  AdSense  listings
throughout  the  ArticleInsider  network.  AdSense is a  contextual  advertising
method  providing web site  publishers and  developers the  opportunity to place
advertisements from Google clients throughout their web sites. Since November of
2003, when AdSense was first introduced to the ArticleInsider  network,  AdSense
revenue  has grown to  represent  a  significant  amount of revenue on a monthly
basis. As a result of the success of this  initiative,  we have added AdSense to
the  majority  of the  ArticleInsider  network,  creating a revenue  stream that
directly increases profitability.

Industry Overview

As the  excitement  surrounding  Google's  initial  public  offering  indicated,
Internet  searching  ("Search")  and online  advertising  are sectors poised for
tremendous 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 at a
compounded annual growth rate of 38% from  approximately $1.4 billion in 2002 to
approximately $7 billion in 2007.

This massive growth in Search has led many advertisers to dramatically  increase
their level of  advertising  investment  in  search-based  promotional  methods.
According to a  PricewaterhouseCoopers/IAB  Internet Advertising Revenue Report,
U.S. online  advertising  grew from $6.0 billion in 2002 to $7.3 billion in 2003
and is expected to reach $9.1 billion in 2004.  According  to Jupiter  Research,
overall U.S. online  advertising  revenue will grow to $16.1 billion by 2009. 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  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 will create  significant  future  opportunities  to generate profits
from search engine-related marketing.

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 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.

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It is estimated that while 35% of search inquiries are commercial in nature only
5% of searches are monetized. 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.

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 algorithms that produce only the targeted information the user desires.

InfoSearch  Media's  high-quality  content  network  aligns  perfectly with this
trend.  The Company's  content is very  attractive 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.  As  InfoSearch  Media's  writer  talent
increases,  and as the  quality  of  our  content  improves,  our  goals  become
increasingly  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 mode.

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 developing their search technologies.

This oligopoly of market participants  simplifies  InfoSearch Media's efforts to
rank high among all major  search  engines by giving them the ability to include
their  network's  content in 80% of searches while  developing it with only four
engines in mind.

Business Strategy

InfoSearch  Media's business  strategy focuses on the addition of new clients by
the  company's  sales  force.  As new  clients are added,  they either  pre-fund
accounts  with  the  Company  for  a  pre-determined   amount  of  traffic  (the
TrafficLogic  product), or pay a flat fee to have content added to their site or
a new site build for them to own  (ContentLogic  or  TopicLogic).  In  addition,
there will always be a focus on  continuing  to develop out more  content  which
will drive future ad revenues for years to come.  This includes  developing  out
more niche content on articleinsider.com,  as well as developing out new content
properties,  including a local  search  guide to address the strong  demand that
currently exists for local search content.

Beginning  in late  2003,  in  addition  to the CPC  revenue  received  from the
sponsors of an ArticleInsider site, InfoSearch Media deployed a Google method of
monetizing  online  content  over a  significant  portion of its  ArticleInsider
network. This product, known as Google AdSense,  provides website publishers and
developers  the  opportunity  to  place   advertisements   from  Google  clients
throughout  their websites.  The  advertisements  served by Google are chosen by
Google's search  technology to match the content of the site.  Google pays those
hosting  the ads a portion of the  revenue  that they  generate  from the CPC ad
revenue.  Through the  ArticleInsider  network,  InfoSearch  Media has been very
successful at driving traffic to Google advertisers and has become a significant
Google client.

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InfoSearch Media also provides content or complete traffic  generating web sites
to  those  clients  that  are not  interested  in  receiving  traffic  from  the
ArticleInsider  network through our ContentLogic and TopicLogic  products.  This
allows us to further  leverage  the strength of its team of web  developers  and
copywriters by generating  revenue from those clients that are not interested in
receiving traffic from 3rd party sources.

As the ArticleInsider network naturally develops through the addition of content
its pages  will  continue  to rank  increasingly  higher  with the major  search
engines.  This will provide the Company with online  properties  of  continually
increasing  value,  enhancing  the  Company's  ability  to add new  clients  and
providing opportunities for price increases throughout the network.

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
            ranks higher among the major search engines in an organic fashion.

      o     Conversion  Rates - Many of our clients  maintain  that the internet
            traffic that  InfoSearch  Media  drives to its client's  sites has a
            significantly  higher  conversion  rate compared to other  services.
            This is  because  searchers  visiting  InfoSearch  Media's  client's
            websites have been "qualified"  twice;  once when the user initiates
            their search and lands on ArticleInsider  content, and once when the
            user clicks through from the ArticleInsider  content to the client's
            site. 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  algorithms.  InfoSearch  Media's
            content-based  model provides an elegant solution to this problem by
            driving  internet  traffic to our customers from our  ArticleInsider
            content, which is easier for major search engines to find due to the
            high visibility of our content to the popular search engine's search
            algorithms.

      o     Major Engine Coverage - InfoSearch Media 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 rank 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 and link farms which have
            become  standard  with other search engine  optimization  companies,
            InfoSearch  Media has  developed a network of quality  content which
            clients can sponsor to generate  high  volumes of relevant  internet
            traffic.

Target Markets

InfoSearch  Media has  developed  five 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 five 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.

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      o     Large Scale Content  Opportunities  - We are  currently  negotiating
            with several of the largest search engines and online  properties 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  eventually  constitute a large portion
            of the Company's revenues.

      o     Smaller  Businesses  - Of the 12  million  small  businesses  in the
            United  States,  less  than 1%  currently  use  Search  as method of
            customer  acquisition.  These  small  businesses  present a customer
            acquisition opportunity for us. Such small 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.  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 businesses often do not have the
            resources to hire  internal  copywriters  and website  developers to
            drive traffic to their sites.

      o     Developed  Businesses  -  InfoSearch  Media has begun to expand  our
            client  profile to include an increasing  number of large  developed
            businesses.  Although this market is more competitive than the small
            to  medium  sized  business  segment,  many  larger  businesses  are
            interested in our services as a method to  supplement  their current
            online  advertising  initiatives and have found our services to be a
            strong  value add. As these  clients  often have the ability to fund
            larger accounts and pay more per-click than smaller businesses, they
            offer the Company a profitable opportunity.  Although we do not plan
            on relying on the developed business market as the Company's primary
            source of business,  the developed  business  segment  represents an
            opportunity for future expansion.

      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 often 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.

Sales, Marketing, Advertising and Promotion

As of April 12, 2005, we had 33 full-time employees in its sales department. The
Company's  sales  department  currently  focuses  on adding  new  clients to its
operating business. 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  while being as efficient as possible in terms of
its marketing and advertising  costs. 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 search engine marketing  company
that offers a  content-based  approach  to lead  generation  from unpaid  search
listings,  outsourced content and site development,  and extensive reporting and
analytics. While our combination of product offerings is unique, there are other
companies that use similar techniques in different ways. About.com is an example

                                       6
<PAGE>

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.

InfoSearch Media may compete with those who sell  performance-based  advertising
or search  marketing  services to merchants;  aggregate or optimize  advertising
inventory for distribution  through search engines,  product  shopping  engines,
directories, websites or other outlets; or provide destination websites or other
distribution outlets that reach end users or customers of the merchants.

The industry defined by the sale of online advertising and marketing services is
highly  competitive.  Although overall internet  advertising  expenditures  have
increased  in the last few years,  the  advertising  industry  has  suffered  in
certain  respects as many online  businesses  have  ceased  operations  and many
traditional  businesses have scaled back their advertising  budgets.  We believe
that  today's  typical  internet   advertiser  is  becoming  more  sophisticated
regarding the different forms of internet advertising,  how to purchase internet
advertising in a cost-effective  manner,  and return on investment  measurement.
The  competition  for this pool of  advertising  dollars  has also put  downward
pressure on pricing points,  and online advertisers have demanded more effective
means of  reaching  customers.  The Company  believes  that these  factors  have
contributed to the growth in  performance-based  advertising relative to certain
other forms of online advertising and marketing, and as a result this sector has
attracted many competitors.

Due to the long-term  growth trends in online  advertising,  these  competitors,
real and potential,  range in size and focus.  Our  competitors may include such
diverse  participants  as  small  referral  companies,  established  advertising
agencies,   inventory  resellers,  search  engines,  and  destination  websites.
Furthermore,  to a more limited  extent,  we may also  compete with  traditional
offline  media  such  as  television,  radio  and  print  and  direct  marketing
companies, for a share of merchant advertisers' total advertising budgets.

The Company is also affected by the competition among destination  websites that
reach users or  customers  of search  services.  Several  large media and search
engine  companies  dominate  this  end  of  the  transaction  channel,  although
thousands of other  smaller  outlets are  available  to customers as well.  User
traffic among the media and search engine  companies is concentrated  among such
larger  participants as AOL, Google,  Microsoft  through MSN Search,  and Yahoo!
through FAST,  Inktomi,  Overture and Yahoo!  Search. The online search industry
continues to  experience  consolidation  of major  websites and search  engines,
which has the effect of  increasing  the  negotiating  power of these parties in
relation to smaller providers.

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.  We are currently in the process of
filing a patent  application  regarding  our unique  search engine media process
method  with the U.S.  Patent  and  Trademark  Office  (the  "PTO").  All of our
copywriters  are under  contract  assigning to us the  exclusive  right to their
authored  content.  In addition,  the Company has copyrighted all content hosted
throughout its network.

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.

                                       7
<PAGE>

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.

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 Web
sites 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.

We post our privacy  policy and practices  concerning  the use and disclosure of
any user data on our Web sites.  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 April  12,  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.

                                       8
<PAGE>

Item 2. Description of Property.

The Company's corporate  headquarters are located in Marina Del Rey, California.
The Company entered into a  non-cancelable  operating lease for our headquarters
facility  through  August 31, 2006  providing  for  monthly  payments of $12,500
through August 2004 at which time lease payments increased to $13,000 per month.
Lease  payments  further rise to $13,500 in September  2005 and remain fixed for
the remainder of the lease.

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.  We currently are not a
party to any 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  March 31, 2005,
the high and low bid prices of our common stock, as reported on the OTC Bulletin
Board were $3.84 and $1.77  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 April 12,  2005 was $1.80.  As of
April 12, 2005, the Company had approximately 111 stockholders of record.

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.

                                       9
<PAGE>

Equity Compensation Plan Information.

The  following  table  sets  forth,  as of  December  31,  2004,  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
                               Number of securities to be     Weighted average exercise     future issuance under
                                 issued on exercise of         price issued on exercise of   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
approved by security holders                   2,239,634                        $1.00                    2,972,866
------------------------------- ---------------------------- ---------------------------- ----------------------------
Equity compensation plans non                         --                           --                           --
approved by security holders
------------------------------- ---------------------------- ---------------------------- ----------------------------

Totals                                         2,239,634                        $1.00                    2,972,866
------------------------------- ---------------------------- ---------------------------- ----------------------------
</TABLE>

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

The Company  described its critical  accounting  policies in Note 2, "Summary of
Significant  Accounting  Policies" of the Notes to the Financial Statements for
the Years Ended December 31, 2004 and 2003. The critical accounting policies are
those that are most  important to the portrayal of the  financial  condition and
results of operations,  and require the management's  significant  judgments and
estimates.  The  consistent  application  of such critical  accounting  policies
fairly depicts the financial condition and results of operations for all periods
presented.

The critical accounting policies are:

Revenue Recognition

The Company's  revenues are derived  principally  from  services,  which include
listing and placement fees on selected web sites. The Company recognizes revenue
on  arrangements in accordance  with  Securities and Exchange  Commission  Staff
Accounting  Bulletin No. 101 "Revenue  Recognition in Financial  Statements" and
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.

Customer  deposits  are  initially  recorded  as deferred  revenue.  The Company
recognizes  revenue as earned on a click  through  basis.  As the traffic  moves
through the web sites per click,  the contract  amount is recognized as revenue.
"Click-throughs"  are  defined  as the  number  of  times  a user  clicks  on an
advertisement or search result. The Company has a significant customer for which
the revenue is recognized on a click-through basis as reported to the Company by
the customer.

                                       10
<PAGE>

In 2004  approximately  45% of the  Company's  revenues  were  derived  from one
client's advertising. This client pays the Company fees at the end of each month
for clicks on links  displayed on the  Company's  websites that are sponsored by
this client. The Company recognizes the revenue as reported to it by this client
at the end of each month.

The  Company  also  receives  revenue  from web site  design,  web site  content
development and web traffic analysis. For these services,  revenue is recognized
when the service is  complete,  such as when the design or analysis is delivered
to the  customer.  If a customer  deposit is  received  in advance of work being
completed,  a deferred  revenue  liability  account  entry is created  until the
revenue is recognized.

Cost of Sales

A  significant  portion  of the  Company's  cost of sales is  related to content
development for the web sites and advertising and is created through independent
contractors.  As such,  the Company  recognizes  and expenses these costs at the
time of delivery of the content.

Advertising Costs

The  Company  incurs  advertising  costs as part of its  placement  and  listing
services.   The  expense  is  recognized  as  the   advertisements  are  placed.
Advertising expense for years ended December 31, 2004 and 2003 were $421,780 and
$49,627 respectively.

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, 2004, the cash balances held at
financial institutions were in excess of federally insured limits.

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. The Company has one significant
customer that makes up substantially  all of the accounts  receivable,  however,
there has not been any collection problems with the account. Sales to this major
customer for year ended December 31, 2004 were 45% of total company sales.

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.

                                       11
<PAGE>

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 all payments  received from customers in excess of
revenue earned based on click-through  activity (web site  visitations) and will
be recognized as actual click-throughs occur.

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

During the years ended  December  31, 2003 and 2004,  there were  1,639,634  and
600,000  options  granted  respectively,  see  Note  10,  "Stock  Option  Plan",
Financial Accounting Statement No. 123, Accounting for Stock Based Compensation,
encourages,  but does not  require  companies  to record  compensation  cost for
stock-based emplyee  compensation plans at fair value. The Company has chosen to
continue to account for  stock-based  compensation  using the  intrinsic  method
prescribed in Accoutning  Principles  Board Opinion No.25,  Accounting for Stock
Issued to Employees, and related interpretations. Accordingly, compensation cost
for stock  options is measured as the excee,  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  123 and  SFAS  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 effort on net loss for the year ended  December 31, 2004, if the Company had
applied the fair value provisions of Statement of Financial  Accouting Standards
(SFAS) No. 148 "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, 2004:


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

Applying  SFAS 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.

                                       12
<PAGE>

Recent 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.

PLAN OF OPERATION

The Company  expects to continue  its revenue  growth in 2005 and to continue to
approach  profitability.  Online marketing,  advertising and search services are
growing  rapidly.  According to U.S.  Bancorp Piper Jaffray,  the overall search
industry  is growing at a  compounded  rate of 35%  annually  and is expected to
reach $7 billion by 2007. 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 in the United  States.  This massive volume of searches has lead
many advertisers to dramatically increase their level of advertising  investment
in search-based  promotional methods.  According to MediaPost,  2004 advertising
budgets for search engine channels are growing 41% from 2003 levels. The Company
believes that 2005 will enjoy similar budget growth.

The Company will target its services to customers in four broad segments:

            a.  Those  that are  currently  utilizing  other  methods  of online
      advertising,  specifically  those who are utilizing pay per click services
      such as Overture or Google Adwords.

            b. The 12 million small businesses in the United States.

            c. Larger  businesses  seeking a method to supplement  their current
      online advertising initiatives.

            d. Niche  business  sectors  that offer a unique  product or service
      that is not  readily  available  and often can only be found by  consumers
      online.

The Company will  concentrate  its future  expansion  upon four major  potential
future business development opportunities:

                  a. CONTENT  OUTSOURCING - InfoSearch  Media has recently begun
            to receive reverse  inquiries from several of the largest  companies
            in the search industry regarding the development of large amounts of
            content  on a  contractual  basis.  The  Company  has  begun to move
            forward  with these  opportunities  and has also begun to focus more
            heavily  upon  outsourced  content  and  site  development  for  its
            traditional clients with its ContentLogic and TopicLogic Products.

                  b.  ARTICLEINSIDER  - In an effort to capture a larger  client
            base and more traffic,  InfoSearch Media has focused on branding and
            aggregating its network in to one central site,  while  continuously
            adding quality content.

                  c. GOOGLE  ADSENSE AND ADDITIONAL  ADVERTISEMENT  - InfoSearch
            Media has recently  increased its profit  margin  through the use of
            additional  forms of  advertisements,  such as Google Adsense.  This
            additional  revenue stream will grow naturally as the network itself
            expands.

                                       13
<PAGE>

                  d.  LOCAL  SEARCH -  InfoSearch  Media has begun to  develop a
            comprehensive  content  project focused upon the creation of a large
            network  of  high-quality   content  focused  upon  specific  cities
            throughout the United States.  The Company believes its local search
            project will be a powerful addition to its content network, allowing
            InfoSearch Media to provide high value add, content-based  marketing
            services to a wider array of customers.

RESULTS OF OPERATIONS FOR THE YEARS ENDED DECEMBER 31, 2004 AND 2003

REVENUES

Revenues  increased  to  $2,799,622  for the year ended  December  31, 2004 from
$611,654 for the year ended December 31, 2003. The increase in revenue is due to
increased sales of branded marketing  programs for customers as well as sales of
web site design and content  development and web traffic  analysis.  The Company
has increased revenues as the online marketing industry has expanded in 2004.

COST OF SALES AND GROSS PROFIT

The Company had a gross profit of  $1,148,715  and a gross margin of 41% for the
year ended  December 31, 2004 versus a gross loss of $59,149 for the  comparable
period of 2003.  The cost of sales consists  principally of content  development
for the web sites created through independent contractors and advertising.  This
is the first gross profit  reported by the Company as it has expanded its online
marketing  business.  The gross  margin  is  affected  by and the gross  loss is
largely due to a timing  difference:  even though the Company receives  customer
deposits  which pay for the entire  marketing  program,  the Company  recognizes
those  revenues  as earned on a click  through  basis,  which can span  multiple
years.  On the  other  hand,  the  Company  recognizes  the  entire  cost of the
development and marketing of the program at the time of delivery of the content.

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 organic search marketing  initiatives.  These include
costs  required  to staff  the  marketing  department  and  develop  a sales and
marketing  strategy,   participation  in  trade  shows,  media  development  and
advertising. These costs also include the expenses of hiring sales personnel and
maintaining a customer support call center.  These costs have recently increased
from  $754,204 in the year ended  December  31, 2003 to  $2,299,243  in the same
period of 2004 as the  Company has hired new sales and  marketing  staff to take
advantage  of  the  increased   corporate   spending  in  online  marketing  and
advertising.

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 $3,163,017  from $985,195 in the year ended  December 31, 2004 from
the same period ended  December 31, 2003.  This  increase is  attributed  to the
hiring of new personnel to meet the expected growth of the Company as it expands
in the online marketing industry.

OTHER NON-OPERATING EXPENSE

Other non-operating  expense is interest expense on equipment leases,  primarily
computer equipment.  The interest expense increased to $9,319 from $2,906 in the
year ended December 31, 2004 versus 2003, as more computer  equipment was leased
to meet the increase in personnel.

NET LOSS

The net loss  increased  to  $4,322,864  and $(0.13) per share in the year ended
December 31, 2004 from $1,801,454 and $(0.05) per share in the comparable period
of 2003 due to the increase in operating  expenses,  mainly the increase in both
sales  and  general  and  administrative  personnel,  and  the  small  level  of
recognized  revenues.  The Company is expanding in the online marketing industry
and has incurred larger operating costs in anticipation of increased revenues in
the future.

                                       14
<PAGE>

LIQUIDITY AND CAPITAL RESOURCES

Cash  increased  $1,118,552 to  $1,328,958 in the year ended  December 31, 2004.
This is mainly due to the  increase in customer  deposits,  recorded as deferred
revenue,  as  the  Company  grows  and  expands  its  organic  search  marketing
initiatives for its customers.

Cash provided by operating  activities of $1,263,912 in the year ended  December
31, 2004, consisted principally of the use of cash in the net loss of $4,322,864
derived from increased operating expenses,  offset primarily by non-cash charges
of $77,798 in depreciation  and  amortization.  Other operating  activities that
provided cash were  $5,586,776  in the net change of current  assets and current
liabilities.  This  increase  resulted  primarily  from an  increase in deferred
revenue of  $4,655,910  and in  accounts  payable and  accrued  liabilities  and
provision  for refund of  $991,592  offset  somewhat  by  increases  in accounts
receivable $106,872 and prepaid expenses of $31,652.

For the year ended December 31, 2003, $354,896 of cash was provided by operating
activities.  This amount principally  consisted of the cash used in the net loss
of $1,801,454 offset somewhat by $19,933 of depreciation and amortization. Other
operating  activities  that provided  cash were  $2,156,350 in the net change of
current assets and current liabilities. This increase resulted primarily from an
increase in deferred  revenue of $2,092,355 and in accounts  payable and accrued
liabilities of $127,120 offset slightly by and increase in accounts  receivable,
prepaid expenses and security deposits of $83,058.

Cash used in investing activities for years ended December 31, 2004 and 2003 was
$190,109 and $80,862  respectively.  Substantially  all of the cash used was for
the acquisition of property and equipment.

Cash provided by financing  activities  for the year ended  December 31, 2004 of
$44,749 was due to the repayment of loans to  stockholders  of $69,486 offset by
principal payments on capital leases of $20,737 and employee advances of $4,000.
The $70,029 of cash used in financing activities for the year ended December 31,
2003 was due to an increase in loans to  stockholders  of $104,535 and principal
payments on capital leases of $5,494 offset somewhat by $40,000 of proceeds from
the private placement of common stock.

As of December 31, 2004, the Company had cash and cash equivalents  amounting to
$1,328,958, an increase of $1,118,552 from the balance at December 31, 2003. The
Company has a net working  capital of $671,812 at December 31, 2004. The Company
has not yet  generated  sufficient  revenues  to cover  the  costs of  continued
product  development  and support,  sales and marketing  efforts and general and
administrative expenses.

There  are no  material  commitments  for  additional  capital  expenditures  at
December  31, 2004.  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 $44,717 in 2005, $39,795 in
2006 and $18,632 in 2007. The operating lease for the offices has future minimum
lease payments of $158,000 in 2005 and $108,000 in 2006.

The report of our independent auditors' note that the Company has an accumulated
deficit  and has  suffered a history of losses and that these  conditions  raise
doubt about the Company's ability to continue as a going concern.  The Company's
ability to continue as a going concern  depends  no our attaining  profitability
and generating  sufficient cash flow to meet our obligations.  We do not believe
that the history of losses will be a continuous  trend,  and we further  believe
that the loss and  accumulated  deficit will not have any adverse  effect on our
operations.  Management  believes that it has adequate  working  capital for the
next 12 months.

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.

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

None.

                                       15
<PAGE>

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(f)  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.

Item 8B. Other Information.

None.

                                    PART III

Item 9. Directors and Executive Officers.

Information regarding our executive officers and directors required by this Item
is  incorporated  by reference to the Company's  Definitive  Proxy  Statement in
connection with the 2005 Annual Meeting of Stockholders (the "Proxy Statement"),
which will be filed with the Securities and Exchange  Commission within 120 days
after the fiscal year ended December 31, 2004.

Information  required by Item 405 of Regulation S-B is incorporated by reference
to  the  section  entitled   "Section  16(a)  Beneficial   Ownership   Reporting
Compliance" in the Proxy Statement.

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.

Item 10. Executive Compensation.

The  information  required  by this Item is  incorporated  by  reference  to the
section entitled "Executive Compensation" in the Proxy Statement.

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

The  information  required  by this Item is  incorporated  by  reference  to the
section  entitled   "Security   Ownership  of  Certain   Beneficial  Owners  and
Management" in the Proxy Statement.

Item 12. Certain Relationships and Related Transactions.

Information  required by this Item is  incorporated  by reference to the section
entitled  "Certain   Relationships  and  Related   Transactions"  in  the  Proxy
Statement.

                                       16
<PAGE>

Item 13. Exhibits and Reports on Form 8-K.

(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
----------------------- ------------------------------------------------- ---------------------------------------------------
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
----------------------- ------------------------------------------------- ---------------------------------------------------
10.8                    Indemnity Agreement dated March 8, 2005
                        between InfoSearch Media, Inc. and Frank
                        Knuettel, II*
----------------------- ------------------------------------------------- ---------------------------------------------------
10.9                    Indemnity Agreement dated December 31, 2004 between
                        InfoSearch Media, Inc. and Louis W. Zehil*
----------------------- ------------------------------------------------- ---------------------------------------------------
14                      Code of Ethics*
----------------------- ------------------------------------------------- ---------------------------------------------------

                                       17
<PAGE>
<CAPTION>

----------------------- ------------------------------------------------- ---------------------------------------------------
<S>                     <c>                                              <C>
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 Services

Information  required by this Item is  incorporated  by reference to the section
entitled "Independent Auditors" in the Proxy Statement.

                                       18
<PAGE>

                                   SIGNATURES

      Pursuant  to the  requirements  of Section  13 or 15(d) of the  Securities
Exchange Act of 1934, as amended,  the Company has duly caused this report to be
signed on its behalf by the  undersigned,  thereby duly  authorized on April 15,
2005.


                                            INFOSEARCH MEDIA, INC.

                                            /s/ Steve Lazuka
                                            ------------------------
                                            By:  Steve Lazuka
                                            Its: Chief Executive Officer

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


Date: April 15, 2005
                                            /s/ Steve Lazuka
                                            ------------------------
                                            By:  Steve Lazuka
                                            Its: Chief Executive Officer
                                                  and Director

Date: April 15, 2005                        /s/ Frank Knuettel
                                            ------------------------
                                            By:  Frank Knuettel, II
                                            Its: Chief Financial Officer


                                       19
<PAGE>

                          INDEX TO FINANCIAL STATEMENTS
                             INFOSEARCH MEDIA, INC.
                          AUDITED FINANCIAL STATEMENTS
                 FOR THE YEARS ENDED DECEMBER 31, 2004 AND 2003

                                                                         Page
                                                                         ----

Report of Registered Public Accounting Firm ............................  F-1
Balance Sheets as of December 31, 2004 .................................  F-2
Statements of Operations for the
   years ended December 31, 2004 and 2003 ..............................  F-3
Statements of Stockholders' Deficits
   for the years ended December 31, 2004 and 2003 ......................  F-4
Statements of Cash Flows
   for the years ended December 31, 2004 and 2003 ......................  F-5
Notes to Financial Statements ..........................................  F-6

<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 years  ended  December  31, 2004 and 2003.  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 years  ended  December  31, 2004 and 2003,  in  conformity  with  accounting
principles generally accepted in the United States of America.

The  accompanying  financial  statements  have been  prepared  assuming that the
Company will continue as a going concern.  The Company has incurred  significant
losses as more fully described in Note 2. These issues raise  substantial  doubt
about the Company's ability to continue as a going concern.  Management's  plans
in  regard  to  these  matters  are  also  described  in Note 2.  The  financial
statements do not include any adjustments  that might result from the outcome of
this uncertainty.


                                            /s/ Sherb & Co., LLP
                                            ------------------------------------
                                            Certified Public Accountants

New York, New York
March 11, 2005


                                      F-1
<PAGE>

                             INFOSEARCH MEDIA, INC.

                                  BALANCE SHEET

                                DECEMBER 31, 2004

                                     ASSETS

CURRENT ASSETS:
     Cash                                                       $ 1,328,958
     Accounts receivable                                            135,026
     Subscription receivable                                      3,478,261
     Due from related parties                                        25,000
     Prepaid expenses and other current assets                       49,056
                                                                -----------
         TOTAL CURRENT ASSETS                                     5,016,301

EMPLOYEE ADVANCE                                                      4,000

PROPERTY AND EQUIPMENT                                              291,720

SECURITY DEPOSIT                                                     37,500
                                                                -----------

TOTAL ASSETS                                                    $ 5,349,521
                                                                ===========

             LIABILITIES AND STOCKHOLDERS' DEFICIT

CURRENT LIABILITIES:
     Accounts payable and accrued expenses, payroll and taxes   $   547,978
     Provision for income taxes                                     100,000
     Deferred revenue                                             2,865,726
     Provision for refunds payable                                  798,810
     Current portion of capital lease obligations                    31,975
                                                                -----------
         TOTAL CURRENT LIABILITIES                                4,344,489

CAPITAL LEASE OBLIGATIONS                                            50,684

DEFERRED REVENUE                                                  4,370,363

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 33,560,275                                        33,561
     Additional paid in capital                                   3,414,700
     Accumulated deficit                                         (6,864,276)
                                                                -----------
         TOTAL STOCKHOLDERS' DEFICIT                             (3,416,015)
                                                                -----------

                                                                $ 5,349,521
                                                                ===========

    The accompanying notes are an integral part of the financial statements.

                                      F-2
<PAGE>

                             INFOSEARCH MEDIA, INC.
                             ----------------------
                            STATEMENTS OF OPERATIONS
                            ------------------------


                                                     Year Ended December 31,
                                                 ------------------------------
                                                      2004             2003
                                                 -------------    -------------
NET SALES                                        $   2,799,622    $     611,654
COST OF SALES                                        1,650,907          670,803
                                                 -------------    -------------
GROSS PROFIT                                         1,148,715          (59,149)
                                                 -------------    -------------

COSTS AND EXPENSES:
   Selling expenses                                  2,299,243          754,204
   General and administrative                        3,163,017          985,195
                                                 -------------    -------------
       TOTAL COSTS AND EXPENSES                      5,462,260        1,739,399
                                                 -------------    -------------

LOSS FROM OPERATIONS                                (4,313,545)      (1,798,548)

INTEREST EXPENSE                                        (9,319)          (2,906)
                                                 -------------    -------------

NET LOSS                                         $  (4,322,864)   $  (1,801,454)
                                                 =============    =============

LOSS PER SHARE - BASIC AND DILUTED               $       (0.13)   $       (0.05)
                                                 =============    =============

WEIGHTED AVERAGE NUMBER OF SHARES
   USED IN CALCULATION OF BASIC AND
   DILUTED LOSS PER SHARE                           33,560,275       33,560,275
                                                 =============    =============

    The accompanying notes are an integral part of the financial statements.


                                      F-3
<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, 2002          7,880,520    $     7,881    $   248,282    $           --    $     (518,351)   $     (262,188)

   Foreign currency translation             --             --             --             3,262                --             3,262
   Net loss                                 --             --             --                --        (1,801,454)       (1,801,454)
                                   -----------    -----------    -----------    --------------    --------------    --------------

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      3,474,561                --                --         3,478,261
   Net loss                                 --             --             --                --        (4,544,471)       (4,544,471)
                                   -----------    -----------    -----------    --------------    --------------    --------------

BALANCE - December 31, 2004         33,560,275    $    33,561    $ 3,414,700    $           --    $   (6,864,276)   $   (3,416,015)
                                   ===========    ===========    ===========    ==============    ==============    ==============

</TABLE>

    The accompanying notes are an integral part of the financial statements.

                                      F-4
<PAGE>

                             INFOSEARCH MEDIA, INC.

                            STATEMENTS OF CASH FLOWS

                                                       Year Ended December 31,
                                                      ------------------------
                                                         2004         2003
                                                      ----------   -----------

CASH FLOWS FROM OPERATING ACTIVITIES:
     Net loss                                        $(4,322,864)  $(1,801,454)
                                                      ----------   -----------
     Adjustments to reconcile net loss to net
        cash provided by operating activities:
             Depreciation and amortization                77,798        19,933

     Changes in assets and liabilities:
         Accounts receivable                            (106,872)      (28,154)
         Prepaid expenses                                (31,652)      (17,404)
         Security deposit                                     --       (37,500)
         Accounts payable and accrued expenses           192,782       127,120
         Provision for refunds payable                   798,810            --
         Deferred revenue                              4,655,910     2,092,355
                                                      ----------   -----------
             Total adjustments                         5,586,776     2,156,350
                                                      ----------   -----------

NET CASH PROVIDED BY OPERATING ACTIVITIES              1,263,912       354,896
                                                      ----------   -----------

CASH FLOWS FROM INVESTING ACTIVITIES
     Capital expenditures                               (190,109)      (80,862)
                                                      ----------   -----------
NET CASH USED IN INVESTING ACTIVITIES                   (190,109)      (80,862)
                                                      ----------   -----------

CASH FLOWS FROM FINANCING ACTIVITIES:
     Principal payments of capital lease obligations     (20,737)       (5,494)
     Loan to stockholders                                 69,486      (104,535)
     Employee advances                                    (4,000)           --
     Sale of common stock                                     --        40,000
                                                      ----------   -----------
NET CASH PROVIDED BY (USED IN) FINANCING ACTIVITIES       44,749       (70,029)
                                                      ----------   -----------

NET INCREASE IN CASH                                   1,118,552       204,005

CASH - BEGINNING OF YEAR                                 210,406         6,401
                                                      ----------   -----------

CASH - END OF YEAR                                    $1,328,958   $  210,406
                                                      ==========   ==========

SUPPLEMENTAL DISCLOSURE OF CASH FLOW
     INFORMATION:
         Cash paid for Interest                       $    9,319   $     2,906
                                                      ==========   ===========
         Cash paid for Taxes                          $   16,982   $       800
                                                      ==========   ===========
         Capital leases                               $   90,348   $     6,921
                                                      ==========   ===========
         Subscription receivable                      $3,478,261   $        --
                                                      ==========   ===========
         Deferred equity costs                        $  221,607   $        --
                                                      ==========   ===========
         Tax provision                                $  100,000   $        --
                                                      ==========   ===========

    The accompanying notes are an integral part of the financial statements.

                                      F-5
<PAGE>


                             InfoSearch Media, Inc.
                        Notes to the Financial Statements
                 For the Years Ended December 31, 2004 and 2003

1. Organization and Nature of Operations

      Trafficlogic, Inc. (the "Company") merged into MAC Worldwide, Inc. ("MAC")
on December 31, 2004 and changed its name to InfoSearch Media, Inc. ("InfoSearch
Media"). As such, three related transactions were completed: (1) the merger (the
"Merger") of Trafficlogic,  Inc., a California corporation ("Trafficlogic") with
and into a newly organized and wholly-owned subsidiary, Trafficlogic Acquisition
Corp., a Delaware corporation  ("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 "Common  Stock") (the
"Private Placement Transaction").

      The  Company was a Sub Chapter S  Corporation  and is a Los  Angeles-based
global  developer  of  leading-edge  content  based  solutions  that support the
organic search  marketing  initiatives of its  customers.  The Company  delivers
branded  original  content  directly to its customers' web sites.  Further,  the
Company  provides  professional  click-to-sale  tracking  and  other  analytical
support. The Company lost its S election on January 5, 2004.

      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.

2. Going Concern

      The   accompanying   financial   statements   have  been   prepared  on  a
going-concern basis, which presumes that the Company will be able to continue to
meet its obligations and realize its assets in the normal course of business.

      As shown in the  accompanying  financial  statements,  the  Company  has a
history of losses with an accumulated deficit of $6,864,276 at December 31, 2004
and, as of that date, a  stockholders  deficit of $3,416,015.  These  conditions
raise doubt about the  Company's  ability to  continue as a going  concern.  The
Company's  continuation  as a going  concern is  dependent  upon its  ability to
ultimately attain profitable  operations,  generate sufficient cash flow to meet
its obligations, and obtain additional financing as may be required.

      As an early stage growth company accumulated  deficits are to be expected.
As part of the growth  process,  the Company has added new revenue  streams,  is
developing  joint-ventures with major industry players and has engaged a bank to
seek  additional  growth  capital.  These  efforts are  ongoing  and  management
believes that the Company has sufficient  capital to fund its operations through
December, 2005.

3. Summary of Significant Accounting Policies

      These financial statements have been prepared in accordance with generally
accepted accounting principles in the United States. The significant  accounting
policies used in the  preparation of these  financial  statements are summarized
below.

      Revenue Recognition

      The  Company's  revenues  are derived  principally  from  services,  which
include listing and placement fees on selected websites.

      The  Company   recognizes   revenue  on  arrangements  in  according  with
Securities and Exchange  Commission Staff  Accounting  Bulletin No. 101 "Revenue
Recognition in Financial Statements" and 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.

                                      F-6
<PAGE>

      Customer deposits are initially recorded as deferred revenue.  The Company
recognizes  revenue as earned on a click  through  basis.  As the traffic  moves
through the web sites per click,  the contract  amount is recognized as revenue.
"Click-throughs"  are  defined  as the  number  of  times  a user  clicks  on an
advertisement or search result.

      In 2004  approximately 45% of the Company's revenues were derived from one
client's advertising. This client pays the Company fees at the end of each month
for clicks on links  displayed on the  Company's  websites that are sponsored by
this client. The Company recognizes the revenue as reported to it by this client
at the end of each month.

      The Company also receives  revenue from web site design,  web site content
development and web traffic analysis. For these services,  revenue is recognized
when the service is complete, such as the design or analysis is delivered to and
accepted by the customer.  If a customer  deposit is received in advance of work
being completed, a deferred revenue liability account entry is created until the
revenue is recognized.

      Cost of Sales

      A significant portion of the Company's cost of sales is related to content
development for the web sites and advertising and is created through independent
contractors.  As such,  the Company  recognizes  and expenses these costs at the
time of delivery of the content.

      Advertising Costs

      The Company incurs  advertising costs as part of its placement and listing
services.   The  expense  is  recognized  as  the   advertisements  are  placed.
Advertising expense for years ended December 31, 2004 and 2003 were $421,780 and
$49,627, respectively.

      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, 2004 the cash
balances  held at financial  institutions  were in excess of  federally  insured
limits.

      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. The Company has one significant
customer that makes up substantially  all of the accounts  receivable,  however,
there has not been any collection problems with the account. Sales to this major
customer for year ended December 31, 2004 were 45% of total company sales.

      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.

                                      F-7
<PAGE>

      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 all payments received from customers in excess
of revenue earned based on  click-through  activity (web site  visitations)  and
will be recognized as actual click-throughs occur.

      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

      During the years ended  December 31, 2003 and 2004,  there were  1,639,634
and 600,000 options were granted respectively, see Note 10, "Stock Option Plan".
Financial Accounting Statement No. 123, Accounting for Stock Based Compensation,
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 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  123 and  SFAS  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 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, 2003 and 2004:

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

The following table presents the pro-forma net loss and net loss per share after
giving effect to FAS123, "Accounting for Stock Based Compensation".

                                   December 31, 2003    December 31, 2004
                                   -----------------    -----------------
Net loss as reported                $  (1,801,454)     $  (4,322,864)
Less: FAS123 stock option expense   $     153,296      $     215,130
Pro-forma net loss                  $  (1,954,750)     $  (4,537,994)
Net loss per share as reported:
Basic                               $       (0.05)     $       (0.13)
Diluted                             $       (0.05)     $       (0.12)
Pro-forma net loss per share:
Basic                               $       (0.06)     $       (0.14)
Diluted                             $       (0.05)     $       (0.13)

      Applying  SFAS 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.

                                      F-8
<PAGE>

      Applying  SFAS 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.

      Recent Accounting Pronouncements

      In December 2004, the FASB issued  Statement 123 r (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.

4. Accounts Receivable

      At December 31,  2004,  one customer  accounted  for all of the  Company's
accounts  receivable.  That customer also  accounted for 45% of revenue over the
year ended December 31, 2004. The Company has not  experienced  any problem with
collectibility of the receivable.

5. Property and Equipment

      The property and equipment for the year ended December 31, 2004 was:

          Computer equipment                                         $  256,303
          Software                                                       31,841
          Other equipment                                                36,600
          Furniture and fixtures                                         36,521
          Leasehold Improvements                                         39,917
                                                                ---------------
          Total fixed assets                                            401,182
          Less: Accumulated depreciation                               (109,462)
                                                                ---------------
          Net property and equipment                                 $  291,720
                                                                ===============

      Depreciation  expense  for years  ended  December  31,  2004 and 2003 were
$77,798 and $19,933, respectively.

      Property and equipment  under capital  leases were $108,893 and $18,545 at
December 31, 2004 and 2003, respectively.

6. Deferred Revenue

      Deferred revenue represents all payments received from customers in excess
of revenue earned based on  click-through  activity (web site  visitations)  and
will be recognized as actual click-throughs occur.

                                      F-9
<PAGE>

      As of December  31, 2004 the current  portion of the  deferred  revenue is
$2,865,726 and the long term portion of the deferred revenue is $4,370,363.  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.

7. Income Taxes

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

                                                Year Ended December 31,
                                             ----------------------------
                                                 2004             2003
                                             ------------    ------------
                                                               (Pro-forma)

Expected income tax (benefit)                $ (1,492,000)   $   (631,000)

State tax (benefit), net of Federal effect       (213,000)        (90,000)

Increase in valuation allowance                 1,705,000         721,000

                                             ------------    ------------
                                             $         --    $         --
                                             ============    ============


      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. Therefore, the above reconciliation for 2003 is for pro-forma purposes
only.

      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"), will be changing its method of accounting from the cash
method to the accrual  method.  Simultaneously,  the Company  will be seeking 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, 2004
are as follows:

         Net operating loss             $     1,705,000
         Valuation allowance                 (1,705,000)
                                        ---------------
                                        $            --
                                        ===============


      As of December 31, 2004,  the Company has net  operating  losses  totaling
approximately $4,263,000, which will expire in 2024.

8. Net Loss Per Share

      Net loss per share is computed as net loss divided by the weighted average
number of common shares outstanding for the period. Common equivalent shares are
excluded  from the  computation  of net loss per share as their  effect would be
anti-dilutive.  There were 2,239,634  potentially dilutive shares outstanding as
of December 31, 2004.

                                      F-10
<PAGE>

9. 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,
2004,  there were  33,560,275  shares of our Common Stock issued and outstanding
and  options  exercisable  for  2,239,634  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.

      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.

10. 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.

                                      F-11
<PAGE>

      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 transactions under the Plan were as follows:

<TABLE>
<CAPTION>

                                                                                     Weighted
                                                            Number of                Average
                                                            Shares                   Exercise Price
                                                            --------------------     ------------------
<S>                                 <C>                     <C>                      <C>
     Outstanding options at January 1, 2004                 2,239,634                $1.00
     Options expired or cancelled
----------------------------------------------------------- -------------------------------------------
Outstanding options at December 31, 2004                    2,239,634                $1.00

The following information applies to options outstanding at December 31, 2004:

                                                                                Options
                                    Options outstanding                         Exercisable
                                    ---------------------------------------     ----------------
                                                           Weighted
                                                           average
                                    Number                 remaining            Number
        Exercise price              outstanding            life (years)         Exercisable
        ------------------------    ------------------     ----------------     ----------------
        $1.00                       2,239,634              8.7                  616,420

</TABLE>


11. Related Party Transactions.

      As of December  31,  2004,  the Company had a loan due from a  stockholder
totaling $25,000. This loan accrues interest at 7% and is payable on demand.

                                      F-12
<PAGE>

      In December 2004, the Company signed several  promissory  note  agreements
with an officer and a  stockholder  to settle  outstanding  balances owed to the
Company.  The notes total  $781,410 in aggregate and bear interest at prime plus
two percent, mature on December 5, 2004 and the earlier of

January 31, 2005 or the completion of a merger of the Company into MAC Worldwide
and pay interest  only until  maturity  when the principal is due and payable in
its  entirety.  In  December  2004 the  officer  paid the amount that was due on
December 5, 2004. As of December 31, 2004, the officer does not owe any money to
the Company.

12. Commitments and Contingencies

      The  Company  has  entered  into  a  non-cancelable  operating  lease  for
facilities  through August 31, 2006. Rental expense was  approximately  $152,000
and  $98,984  for years  ended  December  31,  2004 and 2003,  respectively.  At
December  31,  2004,  the future  minimum  lease  payments  for the years ending
December 31 are as follows:

                  2005     $158,000
                  2006     $108,000

      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:

                  Year ended December 31,
                  2005                                         $    44,717
                  2006                                              39,795
                  2007                                              18,632
                                                               -----------
                  Total minimum lease payments                     103,144
                  Less: Imputed interest                           (20,486)
                                                               -----------
                  Present value of net minimum lease payments  $    82,658
                                                               ===========

      The  capitalized  lease payments for the years ended December 31, 2004 and
2003 were $28,414 and $7,967, respectively.

      Provision for refunds payable

      The Company  has  estimated  that it has  guaranteed  a certain  amount of
traffic to various customers.  If the traffic is not delivered in the stipulated
period  the  customer  is  entitled  to a full  refund of the  deferred  revenue
balance. As of December 31, 2004 the Company had delivered 80% of the guaranteed
traffic.  For the remaining  balances the Company has set up a $798,810  reserve
for refunds payable.

      Provision for income taxes

      As part of the merger  with MAC the  Company  agreed to pay any  potential
taxes  liability  related to the sale of the assets of Mimi and Cocos to certain
shareholders  of MAC.  The  Company has  reserved  $100,000  for such  potential
liability.

      Employment agreement

      On December 29, 2004 the Company  signed a two year  employment  agreement
with its President and Director  ("President")  which will  automatically  renew
from year to year unless  terminated by either party. The terms of the agreement
include:  Annual salary of $175,000,  with a minimum  increase of 10%; an annual
bonus not to exceed  $175,000 to be approved by the Board;  600,000 stock option
grants  at an  exercise  price of $1,  the fair  market  value  per share of the
Company  common stock at the date of this  Agreement,  to be vested 1/3 upon the
six month  anniversary of the grant date,  1/3 upon the one year  anniversary of
the grant date and the remainder upon the second anniversary of the grant date.

                                      F-13
<PAGE>

13. Private Placement 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 & Coco,
a  subsidiary  of MAC,  were sold to Vincenzo  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  options of  TrafficLogic  received  17,500,000  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 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  within 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 the 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.

14. Subsequent Events

      On January 1, 2005 the Company  issued  300,000 common stock warrants 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.
On January 24, 2005, the Company  issued  options to purchase  150,000 shares of
the Company's common stock to advisors for services rendered to the Company.

      On February 14, 2005 the Company  filed a  registration  statement on form
SB-2 to  register  19,682,105  shares of common  stock  pursuant  to the  merger
completed on December 31, 2004.


                                      F-14