Attached files
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (date of earliest event reported): August 18, 2011
IMAGINE MEDIA, LTD.
----------------------------------------
(Exact name of Registrant as specified in its charter)
Delaware 333-145999 26-0731818
------------------------------------------------------------------------------
(State or other jurisdiction (Commission File No.) (IRS Employer
of incorporation) Identification No.)
7750 N. Union Blvd., #201
Colorado Springs, CO 80920
--------------------------------------------------
(Address of principal executive offices, including Zip Code)
Registrant's telephone number, including area code: (719) 266-4554
N/A
-----------------------------------------
(Former name or former address if changed since last report)
Item 1.01 Entry into a Material Definitive Agreement
On August 18, 2011 the Company entered into an agreement to acquire
approximately 53% of the outstanding shares of TransBioTec, Inc. ("TBT") in
exchange for 12,416,462 shares of the Company's common stock.
TBT, headquartered in Seal Beach, California, has developed and patented a
high technology, state-of-the-art transdermal sensor that detects blood alcohol
levels through a person's skin. Ethanol is produced as alcohol is ingested and
metabolized in the body. The system senses ethanol excreted through
perspiration. A person places their finger on the sensor, and within 5-8
seconds, the sensor will detect the ethanol level. A signal can then be sent to
output devices that control the ignition in a vehicle to prevent it from
starting. The system can also communicate with other devices such as a GPS unit,
or cell phone.
The TBT system is unobtrusive, accurate, reliable, durable, low cost,
easier to use and faster than the current breathalyzer applications. TBT has
completed its beta testing of the sensor and is currently developing its
manufacturing capability.
Initially, TBT intends to offer its sensor only for commercial vehicle
applications. Later, TBT plans to market its sensor to the public for use in
automobiles, SUV's, RV's, boats and other vehicles.
Completion of the Company's acquisition of TBT is subject to the
satisfaction of several conditions including without limitation, the
satisfactory completion of due diligence by both parties, and the completion of
an audit of TBT's financial statements. There can be no assurance that the
transaction will be completed.
Item 9.01 Financial Statements and Exhibits
Exhibit Description
------- -----------
10.3 Agreement to Exchange Securities
2
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
Date: August 18, 2011.
IMAGINE MEDIA, LTD.
By: /s/ Greg Bloom
----------------------------------
Greg Bloom, President
3
