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): January 13, 2012

                               IMAGINE MEDIA, LTD.
                               -------------------
             (Exact name of Registrant as specified in its charter)



     Delaware                       000-53316                  26-0731818
-------------------------------------------------------------------------------
(State or other jurisdiction    (Commission File No.)       (IRS Employer
 of incorporation)                                          Identification No.)

                        3030 Old Ranch Parkway, Suite 350
                              Seal Beach, CA 90740
                  -------------------------------------------
          (Address of principal executive offices, including Zip Code)

       Registrant's telephone number, including area code: (562) 280-0483

                                       N/A
                ------------------------------------------------
          (Former name or former address if changed since last report)

Check 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 (see General Instruction A.2. below)

[ ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR
    230.425)

[ ] Soliciting  material  pursuant to Rule 14a-12 under the Exchange Act (17 CFR
    240.14a-12)

[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange
    Act (17 CFR 240.14d-2(b))

[ ] Pre-commencement  communications  pursuant  to  Rule  13e-14(c)  under  the
    Exchange Act (17 CFR 240.13e-4(c))


<PAGE>


Item 3.02   Unregistered Sales of Equity Securities.

     As reported in its 8-K Report  filed on September  19,  2011,  in September
2011 the Company issued 12,416,462 shares of its common stock to shareholders of
TransBiotec,   Inc.,   a   California   corporation   ("TBT")  in  exchange  for
approximately 52% of the outstanding shares of TBT.

     On January  13,  2012 the  Company's  directors  approved  the  issuance of
10,973,678  shares of its common  stock to  shareholders  of TBT in exchange for
approximately 45% of the outstanding shares of TBT.

     As a result of the foregoing, the Company has acquired approximately 97% of
the outstanding shares of TBT.

     The shares of the  Company's  common  stock  issued in exchange for the TBT
shares were not  registered  under the Securities Act of 1933 and are restricted
securities.  The Company  relied upon the exemption  provided by Section 4(2) of
the Securities Act of 1933 in connection with the issuance.

     The persons who acquired these securities were sophisticated  investors and
were provided full information  regarding the Company's business and operations.
There was no general  solicitation in connection with the offer or sale of these
securities.  The persons who acquired these  securities  acquired them for their
own accounts. Any certificates representing the shares of common stock will bear
a restricted  legend  providing  that they cannot be sold unless  pursuant to an
effective  registration   statement  or  an  exemption  from  registration.   No
commissions were paid in connection with the issuance.

Item 5.02.  Departure of Directors or Certain Officers;  Election of Directors;
            Appointment of Certain Officers; Compensation Arrangements of
            Certain Officers.

     On January 13, 2012 Gregory  Bloom and Harlan Munn resigned as directors of
the Company and Ronald  Williams,  Sam  Satyanarayana  and Devadatt  Mishal were
appointed directors of the Company.

     Ronald  Williams  (age 66) has been TBT's Chief  Technology  Officer  since
October 28,  2005.  Mr.  Williams has been a director of TBT since June 3, 2010.
Since 1993,  Mr.  Williams  has owned and operated a mixed fruit tree orchard in
Fallbrook,  California.  Since 1972,  Mr.  Williams  has worked as an  aerospace
engineer and since 2005, Mr. Williams has been employed as a Principal  Engineer
for the Aerospace  Corporation in El Segundo,  California.  Mr. Williams holds a
Bachelor of Science  Degree in physics from the  University of California at Los
Angeles  and  has  performed   graduate   studies  in  mechanical  and  material
engineering at Cal State Northridge.

     Sam  Satyanarayana  (age 71) has been a director of TBT since June 3, 2010.
Between  October  2004 and  December  2006 Mr.  Satyanarayana  was  TBT's  Chief
Executive Officer and President. Since 1990 Mr. Satyanarayana has been the Chief
Executive  Officer of Autosense  International  which designs,  manufactures and
markets breath alcohol ignition devices.  Mr.  Satyanarayana holds a Bachelor of

<PAGE>

Science Degree in Computer  Engineering from the University of Mysore,  India, a
Masters of Science in Engineering  from Oklahoma State  University and a Masters
of Business Administration from the University of Rochester.

     Devadatt Mishal (age 63) has been a director of TBT since June 3, 2010. Dr.
Mishal has been a practicing  Obstetrician and Gynecologist  since March 1982 in
Downy,  California.  Dr. Mishal  received his medical degree from Lokmanya Tilak
Municipal  Medical  College and  Maharashtra  University  of Health  Sciences in
Mumbai, India.

     The  resignations  of Mr. Bloom and Mr. Munn, and the  appointments  of Mr.
Williams,  Mr.  Satyanarayana  and Mr.  Mishal,  complete the  transition of the
Company's  management  to the  management  of TBT as a result  of the  Company's
acquisition of TBT.


<PAGE>


                                   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:  January 18, 2012

                                 IMAGINE MEDIA, LTD.



                                 By: /s/ Charles Bennington
                                     -------------------------------------------
                                     Charles Bennington, Chief Executive Officer
<PAGE>
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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): January 13, 2012

                               IMAGINE MEDIA, LTD.
                               -------------------
             (Exact name of Registrant as specified in its charter)

     Delaware                       000-53316                  26-0731818
-------------------------------------------------------------------------------
(State or other jurisdiction    (Commission File No.)       (IRS Employer
 of incorporation)                                          Identification No.)

                        3030 Old Ranch Parkway, Suite 350
                              Seal Beach, CA 90740
                  -------------------------------------------
          (Address of principal executive offices, including Zip Code)

       Registrant's telephone number, including area code: (562) 280-0483

                                       N/A
                ------------------------------------------------
          (Former name or former address if changed since last report)

Check 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 (see General Instruction A.2. below)

[ ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR
    230.425)

[ ] Soliciting  material  pursuant to Rule 14a-12 under the Exchange Act (17 CFR
    240.14a-12)

[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange
    Act (17 CFR 240.14d-2(b))

[ ] Pre-commencement  communications  pursuant  to  Rule  13e-14(c)  under  the
    Exchange Act (17 CFR 240.13e-4(c))
Item 3.02   Unregistered Sales of Equity Securities.

     As reported in its 8-K Report  filed on September  19,  2011,  in September
2011 the Company issued 12,416,462 shares of its common stock to shareholders of
TransBiotec,   Inc.,   a   California   corporation   ("TBT")  in  exchange  for
approximately 52% of the outstanding shares of TBT.

     On January  13,  2012 the  Company's  directors  approved  the  issuance of
10,973,678  shares of its common  stock to  shareholders  of TBT in exchange for
approximately 45% of the outstanding shares of TBT.

     As a result of the foregoing, the Company has acquired approximately 97% of
the outstanding shares of TBT.

     The shares of the  Company's  common  stock  issued in exchange for the TBT
shares were not  registered  under the Securities Act of 1933 and are restricted
securities.  The Company  relied upon the exemption  provided by Section 4(2) of
the Securities Act of 1933 in connection with the issuance.

     The persons who acquired these securities were sophisticated  investors and
were provided full information  regarding the Company's business and operations.
There was no general  solicitation in connection with the offer or sale of these
securities.  The persons who acquired these  securities  acquired them for their
own accounts. Any certificates representing the shares of common stock will bear
a restricted  legend  providing  that they cannot be sold unless  pursuant to an
effective  registration   statement  or  an  exemption  from  registration.   No
commissions were paid in connection with the issuance.

Item 5.02.  Departure of Directors or Certain Officers;  Election of Directors;
            Appointment of Certain Officers; Compensation Arrangements of
            Certain Officers.

     On January 13, 2012 Gregory  Bloom and Harlan Munn resigned as directors of
the Company and Ronald  Williams,  Sam  Satyanarayana  and Devadatt  Mishal were
appointed directors of the Company.

     Ronald  Williams  (age 66) has been TBT's Chief  Technology  Officer  since
October 28,  2005.  Mr.  Williams has been a director of TBT since June 3, 2010.
Since 1993,  Mr.  Williams  has owned and operated a mixed fruit tree orchard in
Fallbrook,  California.  Since 1972,  Mr.  Williams  has worked as an  aerospace
engineer and since 2005, Mr. Williams has been employed as a Principal  Engineer
for the Aerospace  Corporation in El Segundo,  California.  Mr. Williams holds a
Bachelor of Science  Degree in physics from the  University of California at Los
Angeles  and  has  performed   graduate   studies  in  mechanical  and  material
engineering at Cal State Northridge.

     Sam  Satyanarayana  (age 71) has been a director of TBT since June 3, 2010.
Between  October  2004 and  December  2006 Mr.  Satyanarayana  was  TBT's  Chief
Executive Officer and President. Since 1990 Mr. Satyanarayana has been the Chief
Executive  Officer of Autosense  International  which designs,  manufactures and
markets breath alcohol ignition devices.  Mr.  Satyanarayana holds a Bachelor of
Science Degree in Computer  Engineering from the University of Mysore,  India, a
Masters of Science in Engineering  from Oklahoma State  University and a Masters
of Business Administration from the University of Rochester.

     Devadatt Mishal (age 63) has been a director of TBT since June 3, 2010. Dr.
Mishal has been a practicing  Obstetrician and Gynecologist  since March 1982 in
Downy,  California.  Dr. Mishal  received his medical degree from Lokmanya Tilak
Municipal  Medical  College and  Maharashtra  University  of Health  Sciences in
Mumbai, India.

     The  resignations  of Mr. Bloom and Mr. Munn, and the  appointments  of Mr.
Williams,  Mr.  Satyanarayana  and Mr.  Mishal,  complete the  transition of the
Company's  management  to the  management  of TBT as a result  of the  Company's
acquisition of TBT.
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:  January 18, 2012

                                 IMAGINE MEDIA, LTD.

                                 By: /s/ Charles Bennington
                                     -------------------------------------------
                                     Charles Bennington, Chief Executive Officer