UNITED STATES
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): March 12, 2007
InterSearch Group, Inc.
(Exact name of Registrant as Specified in 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) (Zip Code)
(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)) |
| Item 2.02. | Results of Operations and Financial Condition. |
On March 12, 2007, InterSearch Group, Inc. (“InterSearch”) issued a press release announcing its financial results for the fourth quarter and fiscal year ended December 31, 2006 (the “Press Release”). The full text of the Press Release is furnished as Exhibit 99.1 to this Current Report.
The information in this Current Report (including Exhibit 99.1) is being furnished and shall not be deemed “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that Section. The information in this Current Report shall not be incorporated by reference into any registration statement or other document pursuant to the Securities Act of 1933, as amended or the Exchange Act, except as shall be expressly set forth by specific reference in such filing.
InterSearch is referencing non-GAAP financial information in both the Press Release and on the conference call. A reconciliation of these non-GAAP financial measures to the comparable GAAP financial measures is contained in the attached Press Release. Disclosures regarding definitions of these financial measures used by InterSearch and why Intersearch’s management believes these financial measures provide useful information to investors is also included in the Press Release.
| Item 9.01. | Financial Statements and Exhibits |
(d) Exhibits.
The exhibit listed below is being furnished with this Form 8-K.
Exhibit Number | Description | |
| 99.1 | Press Release dated March 12, 2007, announcing InterSearch’s earnings for the fourth quarter and fiscal year ended December 31, 2006. |
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: March 12, 2007 | INTERSEARCH GROUP, INC. | |||
| By: | /s/ Gary W. Bogatay, Jr. | |||
| Name: | Gary W. Bogatay, Jr. | |||
| Title: | Chief Financial Officer (Principal Financial and Accounting Officer) | |||