UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K/A
(Amendment No. 1)
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of report (Date of earliest event reported): September 15, 2006
InterSearch Group, Inc.
(Exact name of Registrant as Specified in its Charter)
| Florida | 000-51776 | 59-3234205 | ||
(State or other jurisdiction of incorporation) | (Commission File Number) | (I.R.S. Employer Identification No.) |
222 Kearny Street, Suite 550
San Francisco, CA 94108
(Address of Principal Executive Offices)
(415) 962-9700
(Registrant’s telephone number, including area code)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
| ¨ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| ¨ | Soliciting material pursuant to Rule 14a-12 of the Exchange Act (17 CFR 240.14a-12) |
| ¨ | Pre-commencement communications pursuant to Rule 14d-2(b) Exchange Act (17 CFR 240.14d-2(b)) |
| ¨ | Pre-commencement communications pursuant to Rule 13e-4(c) Exchange Act (17 CFR 240.13e-4(c)) |
EXPLANATORY NOTE
This Amendment No. 1 to Current Report on Form 8-K/A amends and restates the Current Report on Form 8-K filed on September 21, 2006 and is being filed to correct certain technical errors.
Item 2.01 Completion of Acquisition
On September 15, 2006, Internet Revenue Services, Inc., a wholly-owned subsidiary of InterSearch Group, Inc., (“the Company”), entered into an Asset Purchase Agreement pursuant to which it purchased the domain namewww.banks.com from Robert Fox and Lina Watson (together “Seller”). An escrow fee of 3.0% of the purchase price will be paid to the escrow agent, payable in the following manner: the Company shall pay the portion of the escrow fee representing 1.25%, and the Seller shall pay the portion of the escrow fee representing 1.75%. The parties expressly acknowledge and agree that the purchase price held in escrow will not transfer to the Seller until registration ofwww.banks.com has been transferred to the name of the Company; provided however, that if the domain name does not transfer to the Company within 15 business days after the closing, the Company shall be entitled, at the Company’s sole discretion and upon the Company’s request to the escrow agent at any time after such 15-business day period, to return of the entire purchase price held in escrow.
The description of the terms of the agreement is qualified in its entirety by reference to the Asset Purchase Agreement which is filed with this current report as Exhibit 10.1. Confidential treatment has been requested with regard to certain portions of the Asset Purchase Agreement.
| Exhibit No. | Description | |
| 10.1** | Asset Purchase Agreement, dated September 15, 2006, among Internet Revenue Services, Inc., Robert Fox, and Lina Watson. |
| ** | Portions of this exhibit have been omitted pursuant to a request for confidential treatment. |
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this Current Report to be signed on its behalf by the undersigned hereunto duly authorized.
| Date: November 22, 2006 | INTERSEARCH GROUP, INC. | |||
| By: | /s/ Gary W. Bogatay, Jr. | |||
| Name: | Gary W. Bogatay, Jr. | |||
| Title: | Chief Financial Officer | |||
| (Principal Financial and Accounting Officer) | ||||
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