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): September 19, 2011


                               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


                            7750 N. Union Blvd., #201
                           Colorado Springs, CO 80920
                 ----------------------------------------------
          (Former name or former address if changed since last report)




<PAGE>

Item 2.01  Completion of Acquisition or Disposition of Assets
-------------------------------------------------------------

BACKGROUND AND ACQUISITION OF TRANSBIOTEC, INC.
-----------------------------------------------

     The  Company  was formed in August  2007 to publish  and  distribute  Image
Magazine.  Image Magazine was a monthly guide and  entertainment  source for the
Denver,  Colorado area. The Company generated only limited revenue and abandoned
its business plan in January 2009.

     On  September  19,  2011 the  Company  acquired  approximately  52% of the
outstanding  shares of  TransBiotec,  Inc.,  ("TBT")  from TBT's  directors,  in
exchange  for  12,416,462  shares  of  the  Company's  common  stock.  TBT  is a
California  Corporation.  Prior to the  acquisition  the Company  had  1,500,000
outstanding shares of common stock.

     The Company plans to acquire the remaining  outstanding  shares of TBT at a
later  date in  consideration  for the  issuance  of  11,141,348  shares  of the
Company's common stock to the remaining TBT shareholders.

     As a result of the acquisition, TBT's business is that of the Company, and,
unless otherwise  indicated,  any references to the Company include the business
and operations of TBT.

BUSINESS OF TRANSBIOTEC
-----------------------

     TBT has developed and patented a preventative  drunk driving system,  named
"SOBR"  which is  comprised  of a blood  alcohol  detection  system and ignition
interlock  device.  The Company  believes  SOBR offers a unique  solution to the
national drunk driving problem.

     SOBR can be ether  retrofitted  or built into the steering  wheel,  yoke or
trim of any machine, including automobiles,  busses, trucks, boats and aircraft.
For  example,  when a driver of a vehicle  touches a sensor,  the senor  detects
vapors that emanate from the hands,  and determines if there is ethanol  alcohol
content.  This  information  is instantly  translated  into an engine "start" or
"no-start" signal. If SOBR detects a Blood Alcohol Concentration ("BAC") that is
above a preset  limit,  the  system  does not allow  the  vehicle  to start.  In
addition,  SOBR initiates  random real-time tests while the vehicle is operating
to ensure that the  operator's BAC does not increase over the preset limit after
the vehicle is started. If the system is tampered with while parked, the vehicle
will not start.  If tampered  with while  driving,  alarms will  activate.  If a
vehicle is  equipped  with a Global  Positioning  System,  or Data  Transmission
Module,  SOBR can alert fleet  operators  or others  monitoring a vehicle of the
detection of alcohol above legal limits.

     The Company  believes  SOBR is the first product to the market of its kind.
The detection  sensor is specific to ethanol alcohol that is found in beer, wine
and  spirits and is  calibrated  to a specific  operator  which  prevents  other
persons  from  testing  instead  of the  operator.  Furthermore,  when  SOBR  is
installed,  the system is virtually  unnoticeable,  unlike breathalyzer ignition
interlock systems.

     Several major  insurance  companies  which have expressed  interest in SOBR
since alcohol related accidents are a major factor in their loss ratios. If SOBR
could reduce their claims costs they may  entertain  establishing  discounts for
its use.

                                       2
<PAGE>

     SOBR requires  approximately one hour to install in a vehicle.  The control
box is mounted  under the dash in the interior of the  vehicle.  In new vehicles
the sensor is installed as part of the steering wheel. In retrofits,  the sensor
is installed on the dashboard for easy access.

     TBT  believes  that the cost to  manufacture  and install SOBR on a vehicle
will be approximately $150-$250 less than existing breathalyzer systems.

     SOBR requires a semi-annual  recalibration  much like current smog devices.
The  re-calibration  is  accomplished  with a hand held device  plugged into the
control  box  and  requires  a  trained  technician  approximately  one  hour to
complete.

     The Company plans to license the installation and re-calibration  rights to
the automotive service industry.

Marketing
---------

     The following are the primary target markets for SOBR:

     Original Equipment Market. Original Equipment Manufacturers ("OEM") are the
gate keepers for all new vehicle  manufacturing.  The Company will  aggressively
pursue the OEM market once final beta  testing is  completed.  The Company  will
seek an experienced OEM partner to introduce SOBR to the new automotive  market.
If public  awareness and consumer  interest  generate demand for alcohol sensing
technology,  auto manufacturers may begin installing SOBR as a factory installed
option. An additional strategy for the Company is to market to international car
manufacturers  which  may want to gain a market  advantage  over  domestic  auto
manufacturers.

     Retro Fit  Market.  The  Company  will enter this  market thru a variety of
sales channels  including Zero Tolerance,  teen driver,  trucking,  and airline.
Additionally,  the Company will seek to have included in any federal legislation
a requirement  that an ignition  interlock system be retrofitted to all vehicles
in the U.S. There is significant rational to enact this requirement. The highest
percentage  of drunken  driving  accidents  and deaths  occur in the young adult
population,  with older  vehicles.  The objective is to eliminate  drunk driving
accidents  nationally,  and the only viable option is to retro-fit every vehicle
in the US over a set period of time.

     Zero-Tolerance  Market. Many companies have significant  financial interest
in  eliminating  drunk  drivers  from  their  operations.   The  Zero  Tolerance
applications include trucking companies,  buses, trains,  taxis, pilot screening
and operating rooms at clinics and hospitals. In addition individuals may desire
to monitor a family member's vehicle such as an automobile operated by a minor.

     Mandated Market. The judicial mandated market monitors drivers convicted of
alcohol-related offenses.  However, existing models are clunky, large, unsightly
and not  driver  specific.  It is  estimated  that  judicial  mandated  ignition
interlocks  probably generate less than $45 million in annual revenue.  TBT will
pursue this market with the goal of  replacing  the old,  antiquated  technology
with SOBR. TBT will sell or license its system into the judicial mandated market
through existing, state approved interlock providers on a wholesale basis.


                                       3
<PAGE>

     Initially, the Company plans to market SOBR to:

     o    commercial  transportation  companies that operate  tractor  trailers,
          taxis,  construction  vehicles,  boats,  trains,  aircraft  and  other
          vehicles,

     o    local, state and federal government agencies that operate fire trucks,
          police cars and public transportation systems, and

     o    individuals may desire to monitor a family member's vehicle, such as a
          vehicle operated by a minor.

     The Company plans to establish a sales representative team and to advertise
via direct mail, email, print, internet and social media avenues.

Manufacturing
-------------

     The  manufacture  of all  components  of the  SOBR,  as well  as  component
assembly,  will be subcontracted to third parties.  The final assembly,  testing
and calibration of the SOBR will be performed by the Company.

     If and when orders for SOBR exceed  approximately  3,000 units, the Company
plans to  transition  the  manufacturing  and  assembly  processes  offshore  to
contractors  who  have  the  ability  to  manufacture   SOBR  to  the  Company's
specifications.

Competition
-----------

     Currently,  breathalyzer  ignition  interlocks are the only products on the
market which can detect alcohol and lock the ignition system of a vehicle. There
are several  limitations  inherent  with their  current  design in that they are
easily  circumvented  and are invasive in their  appearance and use. At present,
their market is limited to the mandated market.

     The  Company  believes  SOBR  has the  following  advantages  over  current
breathalyzers:

     o    High level of accuracy as ethanol alcohol is distinguished  from other
          elements;
     o    The driver is the only one tested;
     o    Works during the entire  operation of the vehicle without  distracting
          the driver;
     o    The system is non-invasive;
     o    Easy retro fit installation;
     o    Unobtrusive in the vehicle;
     o    Difficult to circumvent.
     o    Possible  opportunity for the consumer to obtain  insurance  discounts
          that could offset some costs of the system.

     Although  the  Company's   technology   differs   substantially   from  its
competitors,  the Company will compete with larger and more  established  breath
alcohol  ignition  interlock  providers  that have been  utilizing  breathalyzer
technology since approximately 1990.

                                       4
<PAGE>

     The Company's main competitors will be National  Interlock  Systems,  Inc.,
Lifesafer  Interlock,  Guardian Interlock  Systems,  Consumer Safety Technology,
Smart Start, Inc., AAA Interlock and Drager.

Intellectual Property
---------------------

     SOBR is protected by three  patents filed with the United States Patent and
Trademark Office.  Patent 6620108,  which expires on December 26, 2021, pertains
to the technology that identifies the vehicle's operator.  Patent 7173536, which
expires  on August 28,  2024,  pertains  to the  substance  detection  and alarm
system.  Patent  7377186,  which expires on April 6, 2025,  covers the interface
system between the substance detection system and vehicle ignition system.

Government Regulation
---------------------

     At the present  time,  only the  judicially  mandated  market is regulated.
Devices  sold into this market must be  approved by state  government  agencies.
Since the  Company  plans to enter  this  market  last,  the  Company  will not,
initially, be subject to government regulation.

Ventura Agreement
-----------------

     On  September  15,  2011 TBT entered  into an  agreement  with  Ventura LLC
("Ventura").  Pursuant to the  agreement,  Ventura  will  receive the  following
shares of the Company's common stock:

     o    842,544 shares for assisting with the Company's acquisition of its 52%
          interest in TBT;

     o    842,544 shares when $250,000 is raised from the sale of 100,000 shares
          of the common stock of TBT at $2.50 per share. All shares sold in this
          offering  will be  exchanged  for  shares of the  common  stock of the
          Company  on the  basis  of one  TBT  share  for  7.726  shares  of the
          Company's common stock;

     o    842,544  for shares  sold by the  Company  prior to March 31,  2012 to
          investors  introduced  to the  Company by  Ventura,  provided at least
          $250,000 is raised from such investors prior to March 31, 2012;

     o    842,544  shares for shares sold by the Company prior to March 31, 2012
          to  investors  introduced  to the  Company  by  Ventura,  provided  an
          additional  $500,000 is raised from such investors  prior to March 31,
          2012; and

     o    842,544  shares for shares sold by the Company prior to March 31, 2012
          to  investors  introduced  to the  Company  by  Ventura,  provided  an
          additional  $500,000 is raised from such investors  prior to March 31,
          2012.

     If the Company raises at least $1,250,000 from investors  introduced to the
Company by Ventura,  the Company  will grant  Ventura  the  exclusive  rights to
Denver,   Douglas  and  Jefferson  counties,   Colorado  for  installations  and
recalibrations of the SOBR system.

                                       5
<PAGE>

Convertible Notes
-----------------

     As of June 30, 2011,  TBT owed Sam  Satyanarayana,  a director of TBT and a
future  director  of the  Company,  $154,774,  which  amount is  evidenced  by a
promissory note. The note is unsecured, bears interest at 8% per year and is due
July 27,  2012.  The  principal  amount of the note (plus  accrued  interest  of
$241,951 as of June 30, 2011) is  convertible  into shares of TBT's common stock
at a conversion rate of $2.50 per share.

     As of June 30, 2011, TBT owed a shareholder  of TBT $150,000,  which amount
is evidenced by a promissory  note.  The note is  unsecured,  bears  interest at
22.1% per year and is due on December 15, 2013. The principal amount of the note
(plus  accrued  interest of $266,025 as of June 30,  2011) is  convertible  into
shares of TBT's common stock at a conversion rate of $2.50 per share.

     As of June  30,  2011,  TBT owed the  same  shareholder  referred  to above
$240,000, which amount is evidenced by a promissory note. The note is unsecured,
bears  interest  at 67% per year,  and was due on May 28,  2009.  The  principal
amount of the note (plus  accrued  interest of $937,465 as of June 30,  2011) is
convertible  into shares of TBT's common stock at a conversion rate of $2.50 per
share.

Legal Proceedings
-----------------

     On December 6, 2006 Orange County Valet and Security  Patrol,  Inc. filed a
suit against TBT in Orange County  California State Superior Court for Breach of
Contract in the amount of  $9,720.00.  As of the date of this report the lawsuit
remained  pending,  however,  the plaintiff has not taken any further  action in
this case.

     On November  14,  2005,  Fashion  Furniture  Rental,  Inc.  filed a lawsuit
against  TBT in Orange  County  California  State  Superior  Court for Breach of
Contract in the amount of  $60,541.76.  The rental  furniture  has been returned
and, although,  as of the date of this report, the lawsuit remained pending, the
plaintiff has not taken any further action in this case.

General
-------

     The Company's  offices,  consisting of approximately  1000 square feet, are
located at 3030 Old Ranch Parkway,  Suite 350, Seal Beach, CA 90740. The Company
sub-leases this space at a rate of $1700 per month.  The Company uses this space
for its executive offices.

     The Company's website is www.transbiotec.com.

     The Company's telephone number is (562) 280-0483.

     As of August 31,  2011 the  Company  employed  five  persons on a full time
basis and two persons on a part-time basis.

                                       6
<PAGE>

RISK FACTORS
------------

     Potential investors should consider the following risks before investing in
the Company's common stock.

     The Company is in the development stage and may never be profitable.  As of
the date of this report the Company has not generated  any revenue.  The Company
has never  earned a profit and expects to incur  losses  during the  foreseeable
future and may never be profitable.

     The failure of the Company to obtain capital may significantly restrict the
Company's  proposed  operations.  The Company needs  additional  capital to fund
operating losses and to expand business.

     The Company does not know what the terms of any future capital  raising may
be but any  future  sale of equity  securities  would  dilute the  ownership  of
existing stockholders. The failure to obtain the capital will result in a slower
implementation  of the Company's  business plan.  There can be no assurance that
the Company will be able to obtain any capital which is needed.

     The Company will need to obtain  additional  financing  until it is able to
earn a profit.  As a result  of the  Company's  short  operating  history  it is
difficult for potential investors to evaluate the Company's business.  There can
be no assurance that the Company can implement its business plan or that it will
be profitable.

     The Company's  operations are dependent upon the continued  services of its
officers. The loss of any of any of the Company's officers,  whether as a result
of death,  disability or otherwise,  may have a material adverse effect upon the
Company's business.

MANAGEMENT'S DISCUSSION AND ANALYSIS AND PLAN OF OPERATION
----------------------------------------------------------

     The following discussion:

     o    summarizes the Company's plan of operation; and

     o    analyzes TBT's  financial  condition and the results of its operations
          for the year ended December 31, 2010 and the six months ended June 30,
          2011.

     This  discussion  and  analysis  should be read in  conjunction  with TBT's
financial statements included as an exhibit to this report.

Plan of Operation and Capital Requirements
------------------------------------------

     The Company's plan of operations is as follows:

                                       7
<PAGE>

                                                         Projected     Estimated
   Activity                                            Completion Date    Cost
   --------                                            --------------- ---------

   Develop relationship with initial customers
   willing to work with Company in refining SOBR.
   Will discount price for units sold to customers
   who partner with Company in this phase. Identify
   add-on features that may appeal to customers.
   Complete design of printed circuit boards and
   injection molding tools. Sales target of 500
   units.                                                October 2011  $160,000

   Outsource manufacturing, packaging and shipping.
   Complete joint venture agreement with GPS partner.
   Develop add-on features such as cameras, GPS and
   radio interfaces, and a fingerprint reader which
   would allow the SOBR to determine the driver's
   identity and blood alcohol content at the same
   time.  Improve production capability to 1,000
   units per month.                                      January 2012  $185,000

   Improve manufacturing capability to 10,000 units
   per month                                                July 2012  $370,000


     The Company will maintain its research and development  efforts with a goal
of continuously improving the SOBR.

     The Company does not have any firm  commitments  from any third  parties to
provide it with any additional capital.

     TBT's sources and (uses) of funds for the years ended December 31, 2010 and
2009 and the six months ended June 30, 2011 and 2010 are shown below:

                          Year ended December 31,    Six Months ended June 30,
                          -----------------------    -------------------------
                           2009        2010          2010           2011
                           ----        ----          ----           ----
Net cash provided by
 (used for) operations  $(384,247)  $(94,752)      $(15,159)     $(181,119)

Loans, net of loan
 repayments               234,155     (2,757)         2,672         (3,655)

Sale of stock              67,500    127,500         12,500        198,500

Cash on hand at the
 beginning of the period   82,565          -              -              -

                                       8
<PAGE>

     The following table summarizes the Company's and TBT's combined contractual
obligations as of June 30, 2011:

                                  2011         2012       2013         Total
                                  ----         ----       ----         -----

The notes payable, together
   with accrued interest      $1,0175,212       --        --       $1,0175,212


     The Company does not have any off-balance  sheet  arrangements that have or
are  reasonable  likely  to have a  current  or  future  material  effect on its
financial  condition,  changes in financial  condition,  results of  operations,
liquidity or capital resources.

     Other than as  disclosed  above,  the Company  does not know of any trends,
demands,  commitments,  events or  uncertainties  that will  result  in, or that
reasonably likely to result in, the Company's liquidity increasing or decreasing
in any material way.

     Other than as disclosed above, the Company does not know of any significant
changes in its expected sources and uses of cash.

Results of Operations
---------------------

     The Company was formed in August 2007 and  generated  only limited  revenue
before it effectively  ceased operations in January 2009. TBT was formed in July
2004 and has never generated any revenue.

     Material  changes  in TBT's  Statement  of  Operations  for the year  ended
December 31, 2010 as compared to the same period in the prior year are discussed
below:

                                     Increase (I)
Item                                or Decrease (D)   Reason
----                                ---------------   ------

General and Administrative Expenses      D            The Company reduced its
                                                      level of operations during
                                                      2010 to conserve cash

     There were no material changes in TBT's Statement of Operations for the six
months ended June 30, 2011 as compared to the same period in the prior year.

MANAGEMENT
----------

     Following the  acquisition of the Company's 52% interest in TBT, Greg Bloom
and Harlan Munn  resigned as officers of the Company and the  following  persons
were appointed as the new management of the Company.

  Name                   Age    Position
  ----                   ---    --------

  Charles Bennington     67     President, Chief Executive Officer, Principal
                                Financial Officer, Principal Accounting Officer
                                and Director

                                       9
<PAGE>

  Ronald Williams        66     Chief Technology Officer
   Nicholas Limer        66     Secretary and a Director

     The  Company's  directors  serve  until  the  next  annual  meeting  of the
Company's  shareholders  and until their  successors  have been duly elected and
qualified.  The  Company's  officers  serve at the  discretion  of the Company's
directors.

     Information concerning the Company's new officers and directors follows:

     Charles  Bennington has been TBT's  President and its Principal  Executive,
Financial and  Accounting  Officer  since  December  2006.  Between May 2005 and
December 2006 Mr. Bennington was TBT's Chief Operating  Officer.  Mr. Bennington
has been a director of TBT since April 2005.  Mr.  Bennington  holds a Degree in
Finance and Banking from the University of Miami, Ohio.

     Ronald Williams 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.

     Nicholas  Limer has been a director of TBT since April 8, 2005.  Since 1998
Mr.  Limer has  acquired,  developed  and managed  self  storage  properties  in
Southern  California and Hawaii. Mr. Limer's the Managing Member of McKenna's On
The Bay  restaurant in Long Beach.  Mr. Limer holds a Bachelor of Science Degree
in Aeronautical  Engineering from the Ply Technical  Institution of Brooklyn,  a
Masters of Science Degree in Engineering from California State University,  Long
Beach and a Masters of  Business  Administration  Degree from  California  State
University, Long Beach.

     Ten days after the Company's  compliance  with Rule 14f-1 of the Securities
and Exchange Commission,  Gregory Bloom and Harlan Munn will resign as directors
of the Company and Ronald Williams,  Sam  Satyanarayana and Devadatt Mishal will
be appointed directors of the Company.

     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 practicing as an Obstetrician and Gynecologist  since March 1982
in Downey,  California.  Dr.  Mishal  received his medical  degree from Lokmanya
Tilak Municipal Medical College and Maharashtra University of Health Sciences in
Mumbai, India.

                                       10
<PAGE>

      Following their appointment, Sam Satyanarayana and Devadatt Mishal will be
independent directors, as that term is defined in Section 803 of the listing
standards of the NYSE Amex. No director is a "financial expert" as that term is
defined in the regulations of the Securities and Exchange Commission.

      The Company believes all of its directors are qualified to act as such due
to their longstanding relationship with the Company or TBT.

      The Company does not have a compensation committee. The Company's Board of
Directors serves as its Audit Committee.

     The Company has not adopted a Code of Ethics  applicable  to its  principal
executive,  financial,  and accounting  officers and persons  performing similar
functions.  The Company  does not believe a Code of Ethics is  necessary at this
time since the Company only has three officers.

     The following table shows the compensation paid or accrued during the three
years ended December 31, 2010 to the executive officers of the Company.
<TABLE>
<S>             <C>          <C>     <C>      <C>       <C>         <C>        <C>

=======================================================================================
                                                                 All Other
                                             Stock     Option      Annual
   Name and      Fiscal  Salary    Bonus     Awards    Awards   Compensation
   Principal      Year     (1)      (2)       (3)        (4)        (5)       Total
   Position
---------------------------------------------------------------------------------------

Charles Bennington2010  $120,000        -      -          -           -    $120,000
President and     2009  $120,000        -      -          -           -    $120,000
Chief Executive
 Officer

Ronald Williams   2010         -        -      -          -           -           -
Chief Technology  2009         -        -      -          -           -           -
Officer
                     -
Nicholas Limer    2010         -        -      -          -           -           -
Secretary and     2009         -        -      -          -           -           -
Director
</TABLE>

(1)  The dollar value of base salary (cash and non-cash) earned.
(2)  The dollar value of bonus (cash and non-cash) earned.
(3)  During the periods covered by the table, the value of the Company's shares
     issued as compensation for services to the persons listed in the table.
(4)  The value of all stock options granted during the periods covered by the
     table.
(5)  All other compensation received that the Company could not properly report
     in any other column of the table.

     In May 2011 the  Company  entered  into an  employment  agreement  with Mr.
Bennington which expires on the earlier of December 31, 2016 or Mr. Bennington's
death.  The  employment  agreement  provides  that  the  Company  will  pay  Mr.
Bennington a salary of $120,000 during the first year of the agreement, $156,000
during the second year of the agreement,  $172,000  during the third year of the

                                       11
<PAGE>

agreement,  $190,000 during the fourth year of the agreement and $208,000 during
the fifth year of the agreement. In addition the agreement allows Mr. Bennington
to  participate  in  all  employee  benefit  plans  generally  available  to the
Company's employees.

     Long-Term  Incentive  Plans.  The Company  does not provide its officers or
employees with pension, stock appreciation rights,  long-term incentive or other
plans  and  has  no  intention  of  implementing  any of  these  plans  for  the
foreseeable future.

     Employee  Pension,  Profit Sharing or other  Retirement  Plans. The Company
does  not  have a  defined  benefit,  pension  plan,  profit  sharing  or  other
retirement plan, although it may adopt one or more of such plans in the future.

     Compensation  of  Directors.  The  Company's  directors did not receive any
compensation  for their  services  as  directors  during the  fiscal  year ended
December 31, 2010.

Stock Option and Bonus Plans
----------------------------

     The Company has not adopted any stock option or stock bonus plans.

     The following  shows the amounts the Company expects to pay to its officers
during the twelve  months  ending  August 31,  2012 and the amount of time these
persons expect to devote to the Company.

                                                                   % of time
                                              Projected        to be devoted to
 Name              Position                  Compensation     Company's business
 ----              --------                  ------------     ------------------

Charles Bennington Chief Executive Officer    $120,000               100%
Ronald Williams    Chief Technology Officer   $ 42,000                25%
Nicholas Limer     Secretary                  $ 12,000                25%

PRINCIPAL SHAREHOLDERS
----------------------

     The following  table shows the ownership,  following the acquisition of the
Company's 52% interest in TBT, of those persons owning  beneficially  5% or more
of the  Company's  common  stock and the number and  percentage  of  outstanding
shares owned by each of the Company's directors and officers and by all officers
and  directors as a group,  including  the  directors to be appointed  after the
Company's  compliance with Rule 14f-1 of the Securities and Exchange Commission.
Unless otherwise indicated, each owner has sole voting and investment power over
their shares of common stock.

                                                 % of               % of
                                              outstanding         outstanding
                                              shares owned       shares owned
                                            after acquisition  after acquisition
                                              of 52% interest  of 100% interest
  Name and Address             Shares Owned     in TBT              in TBT
  ----------------             ------------   -------------    ---------------

  Charles Bennington            1,004,422         7.26             4.0
  3030 Old Ranch Parkway,
  Ste 350
  Seal Beach, CA 90740

                                       12
<PAGE>

  Ronald Williams                      --           --              --
  35569 Rice Canyon Road
  Fallbrook  CA 92028

  Nicholas Limer                5,466,720        39.54            21.9
  3030 Old Ranch Parkway,
  Ste 350
  Seal Beach, CA 90740

  Sam Satyanarayana             5,636,267        40.76            22.6
  683 E. Brokaw Rd
  San Jose, Ca  95112

  Gregory A. Bloom                40,000            *               *
  1543 10th St., #3
  Santa Monica, CA 90401

  Harlan Munn                      39,350            *               *
  5758 Singletree Lane
  Parker, Colorado 80134
  Downey, CA  90241

  All officers and directors
   as a group                  12,186,759         89.3            49.7
    (6 persons)

     (1)  3,245,000  of these  shares  are held of  record by  relatives  of Mr.
          Limer.  However  Mr.  Limer is deemed to be the  beneficial  owner of
          these shares.

     *    Less than 1%

DESCRIPTION OF SECURITIES
-------------------------

Common Stock
------------

     The Company is  authorized  to issue  100,000,000  shares of common  stock.
Holders of the  Company's  common  stock are each  entitled to cast one vote for
each  share  held  of  record  on all  matters  presented  to the  shareholders.
Cumulative  voting is not  allowed;  hence,  the  holders of a  majority  of the
Company's outstanding common shares can elect all directors.

     Holders  of the  Company's  common  stock  are  entitled  to  receive  such
dividends as may be declared by the  Company's  Board of Directors  out of funds
legally  available  and, in the event of  liquidation,  to share pro rata in any
distribution of the Company's assets after payment of liabilities. The Company's
Board of Directors is not obligated to declare a dividend. It is not anticipated
that dividends will be paid in the foreseeable future.

     Holders of the  Company's  common  stock do not have  preemptive  rights to
subscribe to additional shares if issued. There are no conversions,  redemption,
sinking fund or similar  provisions  regarding the common stock. All outstanding
shares of common stock are fully paid and non-assessable.

                                       13
<PAGE>

Preferred Stock
---------------

     The Company is authorized to issue  25,000,000  shares of preferred  stock.
Shares of preferred  stock may be issued from time to time in one or more series
as may be determined by the Company's Board of Directors.  The voting powers and
preferences,  the  relative  rights of each such series and the  qualifications,
limitations and  restrictions of each series will be established by the Board of
Directors. The Company's directors may issue preferred stock with multiple votes
per share and dividend  rights which would have priority over any dividends paid
with  respect to the holders of the  Company's  common  stock.  The  issuance of
preferred stock with these rights may make the removal of management  difficult,
even if the removal would be considered  beneficial to  shareholders  generally,
and will have the effect of limiting  shareholder  participation in transactions
such as mergers or tender  offers if these  transactions  are not favored by the
Company's  management.  As of August 25,  2010,  the  Company had not issued any
shares of preferred stock.

Transfer Agent
--------------

      Corporate Stock Transfer
      3200 Cherry Creek Drive South, Suite 430
      Denver, Colorado 80209
      Phone: 303-282-4800
      Fax: 303-282-5800

INDEMNIFICATION
---------------

     The Company's  Bylaws  authorize  indemnification  of a director,  officer,
employee  or agent  against  expenses  incurred  by him in  connection  with any
action, suit, or proceeding to which he is named a party by reason of his having
acted or served in such capacity,  except for  liabilities  arising from his own
misconduct  or  negligence  in  performance  of his duty.  In  addition,  even a
director,  officer, employee, or agent found liable for misconduct or negligence
in the  performance of his duty may obtain such  indemnification  if, in view of
all the circumstances in the case, a court of competent jurisdiction  determines
such person is fairly and  reasonably  entitled to  indemnification.  Insofar as
indemnification  for liabilities arising under the Securities Act of 1933 may be
permitted to the Company's directors,  officers, or controlling persons pursuant
to these  provisions,  the Company has been informed that, in the opinion of the
Securities  and Exchange  Commission,  such  indemnification  is against  public
policy as expressed in the Act and is therefore unenforceable.

Item 3.02   Unregistered Sales of Equity Securities
            ---------------------------------------

     See Item 2.01 of this  report.  The shares  issued in  connection  with the
acquisition of TBT were restricted  securities,  as that term is defined in Rule
144 of the  Securities  and  Exchange  Commission.  The Company  relied upon the
exemption provided by Section 4(2) of the Securities Act of 1933 with respect to
the issuance of these  shares.  The persons who  acquired  these shares were all
provided with  information  concerning  the Company prior to the  acquisition of
their shares. The certificates representing the shares will bear legends stating
that the shares may not be offered,  sold or transferred  other than pursuant to
an effective registration statement under the Securities Act of 1933 or pursuant
to an  applicable  exemption  from  registration.  No  commissions  were paid in
connection with this transaction.

                                       14
<PAGE>

Item 5.01 Changes in Control of Registrant
          --------------------------------

     See Item 2.01 of this report.

Item 5.02  Departure of Directors or Certain  Officers;  Election of  Directors;
           ---------------------------------------------------------------------
           Appointment of Certain Officers; Compensatory Arrangements of Certain
           ---------------------------------------------------------------------
           Officers
           --------

     See Item 2.01 of this report.

Item 5.06 Change in Shell Company Status
          ------------------------------

     See Item 2.01 of this report.

Item 9.01 Financial Statements and Exhibits
          ---------------------------------

     Financial Statements of TransBioTec, Inc.

Exhibit  Description
-------  -----------
10.3     Agreement to Exchange Securities (incorporated by reference to the same
         exhibit filed on August 18, 2011 with the Company's report on Form
         8-K).

                                       15
<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:  September 19, 2011

                                 IMAGINE MEDIA, LTD.


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

                                       16
<PAGE>
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{"company-data": {"conformed-name": "IMAGINE MEDIA LTD", "cik": "0001425627", "assigned-sic": "2721", "irs-number": "260731818", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "8-K", "act": "34", "file-number": "000-53316", "film-number": "111097553"}, "business-address": {"street1": "7750 NORTH UNION BLVD.", "street2": "SUITE 201", "city": "COLORADO SPRINGS", "state": "CO", "zip": "80920", "phone": "719-590-4900"}, "mail-address": {"street1": "7750 NORTH UNION BLVD.", "street2": "SUITE 201", "city": "COLORADO SPRINGS", "state": "CO", "zip": "80920"}}
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): September 19, 2011

                               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

                            7750 N. Union Blvd., #201
                           Colorado Springs, CO 80920
                 ----------------------------------------------
          (Former name or former address if changed since last report)
Item 2.01  Completion of Acquisition or Disposition of Assets
-------------------------------------------------------------

BACKGROUND AND ACQUISITION OF TRANSBIOTEC, INC.
-----------------------------------------------

     The  Company  was formed in August  2007 to publish  and  distribute  Image
Magazine.  Image Magazine was a monthly guide and  entertainment  source for the
Denver,  Colorado area. The Company generated only limited revenue and abandoned
its business plan in January 2009.

     On  September  19,  2011 the  Company  acquired  approximately  52% of the
outstanding  shares of  TransBiotec,  Inc.,  ("TBT")  from TBT's  directors,  in
exchange  for  12,416,462  shares  of  the  Company's  common  stock.  TBT  is a
California  Corporation.  Prior to the  acquisition  the Company  had  1,500,000
outstanding shares of common stock.

     The Company plans to acquire the remaining  outstanding  shares of TBT at a
later  date in  consideration  for the  issuance  of  11,141,348  shares  of the
Company's common stock to the remaining TBT shareholders.

     As a result of the acquisition, TBT's business is that of the Company, and,
unless otherwise  indicated,  any references to the Company include the business
and operations of TBT.

BUSINESS OF TRANSBIOTEC
-----------------------

     TBT has developed and patented a preventative  drunk driving system,  named
"SOBR"  which is  comprised  of a blood  alcohol  detection  system and ignition
interlock  device.  The Company  believes  SOBR offers a unique  solution to the
national drunk driving problem.

     SOBR can be ether  retrofitted  or built into the steering  wheel,  yoke or
trim of any machine, including automobiles,  busses, trucks, boats and aircraft.
For  example,  when a driver of a vehicle  touches a sensor,  the senor  detects
vapors that emanate from the hands,  and determines if there is ethanol  alcohol
content.  This  information  is instantly  translated  into an engine "start" or
"no-start" signal. If SOBR detects a Blood Alcohol Concentration ("BAC") that is
above a preset  limit,  the  system  does not allow  the  vehicle  to start.  In
addition,  SOBR initiates  random real-time tests while the vehicle is operating
to ensure that the  operator's BAC does not increase over the preset limit after
the vehicle is started. If the system is tampered with while parked, the vehicle
will not start.  If tampered  with while  driving,  alarms will  activate.  If a
vehicle is  equipped  with a Global  Positioning  System,  or Data  Transmission
Module,  SOBR can alert fleet  operators  or others  monitoring a vehicle of the
detection of alcohol above legal limits.

     The Company  believes  SOBR is the first product to the market of its kind.
The detection  sensor is specific to ethanol alcohol that is found in beer, wine
and  spirits and is  calibrated  to a specific  operator  which  prevents  other
persons  from  testing  instead  of the  operator.  Furthermore,  when  SOBR  is
installed,  the system is virtually  unnoticeable,  unlike breathalyzer ignition
interlock systems.

     Several major  insurance  companies  which have expressed  interest in SOBR
since alcohol related accidents are a major factor in their loss ratios. If SOBR
could reduce their claims costs they may  entertain  establishing  discounts for
its use.

                                       2
SOBR requires  approximately one hour to install in a vehicle.  The control
box is mounted  under the dash in the interior of the  vehicle.  In new vehicles
the sensor is installed as part of the steering wheel. In retrofits,  the sensor
is installed on the dashboard for easy access.

     TBT  believes  that the cost to  manufacture  and install SOBR on a vehicle
will be approximately $150-$250 less than existing breathalyzer systems.

     SOBR requires a semi-annual  recalibration  much like current smog devices.
The  re-calibration  is  accomplished  with a hand held device  plugged into the
control  box  and  requires  a  trained  technician  approximately  one  hour to
complete.

     The Company plans to license the installation and re-calibration  rights to
the automotive service industry.

Marketing
---------

     The following are the primary target markets for SOBR:

     Original Equipment Market. Original Equipment Manufacturers ("OEM") are the
gate keepers for all new vehicle  manufacturing.  The Company will  aggressively
pursue the OEM market once final beta  testing is  completed.  The Company  will
seek an experienced OEM partner to introduce SOBR to the new automotive  market.
If public  awareness and consumer  interest  generate demand for alcohol sensing
technology,  auto manufacturers may begin installing SOBR as a factory installed
option. An additional strategy for the Company is to market to international car
manufacturers  which  may want to gain a market  advantage  over  domestic  auto
manufacturers.

     Retro Fit  Market.  The  Company  will enter this  market thru a variety of
sales channels  including Zero Tolerance,  teen driver,  trucking,  and airline.
Additionally,  the Company will seek to have included in any federal legislation
a requirement  that an ignition  interlock system be retrofitted to all vehicles
in the U.S. There is significant rational to enact this requirement. The highest
percentage  of drunken  driving  accidents  and deaths  occur in the young adult
population,  with older  vehicles.  The objective is to eliminate  drunk driving
accidents  nationally,  and the only viable option is to retro-fit every vehicle
in the US over a set period of time.

     Zero-Tolerance  Market. Many companies have significant  financial interest
in  eliminating  drunk  drivers  from  their  operations.   The  Zero  Tolerance
applications include trucking companies,  buses, trains,  taxis, pilot screening
and operating rooms at clinics and hospitals. In addition individuals may desire
to monitor a family member's vehicle such as an automobile operated by a minor.

     Mandated Market. The judicial mandated market monitors drivers convicted of
alcohol-related offenses.  However, existing models are clunky, large, unsightly
and not  driver  specific.  It is  estimated  that  judicial  mandated  ignition
interlocks  probably generate less than $45 million in annual revenue.  TBT will
pursue this market with the goal of  replacing  the old,  antiquated  technology
with SOBR. TBT will sell or license its system into the judicial mandated market
through existing, state approved interlock providers on a wholesale basis.

                                       3
Initially, the Company plans to market SOBR to:

     o    commercial  transportation  companies that operate  tractor  trailers,
          taxis,  construction  vehicles,  boats,  trains,  aircraft  and  other
          vehicles,

     o    local, state and federal government agencies that operate fire trucks,
          police cars and public transportation systems, and

     o    individuals may desire to monitor a family member's vehicle, such as a
          vehicle operated by a minor.

     The Company plans to establish a sales representative team and to advertise
via direct mail, email, print, internet and social media avenues.

Manufacturing
-------------

     The  manufacture  of all  components  of the  SOBR,  as well  as  component
assembly,  will be subcontracted to third parties.  The final assembly,  testing
and calibration of the SOBR will be performed by the Company.

     If and when orders for SOBR exceed  approximately  3,000 units, the Company
plans to  transition  the  manufacturing  and  assembly  processes  offshore  to
contractors  who  have  the  ability  to  manufacture   SOBR  to  the  Company's
specifications.

Competition
-----------

     Currently,  breathalyzer  ignition  interlocks are the only products on the
market which can detect alcohol and lock the ignition system of a vehicle. There
are several  limitations  inherent  with their  current  design in that they are
easily  circumvented  and are invasive in their  appearance and use. At present,
their market is limited to the mandated market.

     The  Company  believes  SOBR  has the  following  advantages  over  current
breathalyzers:

     o    High level of accuracy as ethanol alcohol is distinguished  from other
          elements;
     o    The driver is the only one tested;
     o    Works during the entire  operation of the vehicle without  distracting
          the driver;
     o    The system is non-invasive;
     o    Easy retro fit installation;
     o    Unobtrusive in the vehicle;
     o    Difficult to circumvent.
     o    Possible  opportunity for the consumer to obtain  insurance  discounts
          that could offset some costs of the system.

     Although  the  Company's   technology   differs   substantially   from  its
competitors,  the Company will compete with larger and more  established  breath
alcohol  ignition  interlock  providers  that have been  utilizing  breathalyzer
technology since approximately 1990.

                                       4
The Company's main competitors will be National  Interlock  Systems,  Inc.,
Lifesafer  Interlock,  Guardian Interlock  Systems,  Consumer Safety Technology,
Smart Start, Inc., AAA Interlock and Drager.

Intellectual Property
---------------------

     SOBR is protected by three  patents filed with the United States Patent and
Trademark Office.  Patent 6620108,  which expires on December 26, 2021, pertains
to the technology that identifies the vehicle's operator.  Patent 7173536, which
expires  on August 28,  2024,  pertains  to the  substance  detection  and alarm
system.  Patent  7377186,  which expires on April 6, 2025,  covers the interface
system between the substance detection system and vehicle ignition system.

Government Regulation
---------------------

     At the present  time,  only the  judicially  mandated  market is regulated.
Devices  sold into this market must be  approved by state  government  agencies.
Since the  Company  plans to enter  this  market  last,  the  Company  will not,
initially, be subject to government regulation.

Ventura Agreement
-----------------

     On  September  15,  2011 TBT entered  into an  agreement  with  Ventura LLC
("Ventura").  Pursuant to the  agreement,  Ventura  will  receive the  following
shares of the Company's common stock:

     o    842,544 shares for assisting with the Company's acquisition of its 52%
          interest in TBT;

     o    842,544 shares when $250,000 is raised from the sale of 100,000 shares
          of the common stock of TBT at $2.50 per share. All shares sold in this
          offering  will be  exchanged  for  shares of the  common  stock of the
          Company  on the  basis  of one  TBT  share  for  7.726  shares  of the
          Company's common stock;

     o    842,544  for shares  sold by the  Company  prior to March 31,  2012 to
          investors  introduced  to the  Company by  Ventura,  provided at least
          $250,000 is raised from such investors prior to March 31, 2012;

     o    842,544  shares for shares sold by the Company prior to March 31, 2012
          to  investors  introduced  to the  Company  by  Ventura,  provided  an
          additional  $500,000 is raised from such investors  prior to March 31,
          2012; and

     o    842,544  shares for shares sold by the Company prior to March 31, 2012
          to  investors  introduced  to the  Company  by  Ventura,  provided  an
          additional  $500,000 is raised from such investors  prior to March 31,
          2012.

     If the Company raises at least $1,250,000 from investors  introduced to the
Company by Ventura,  the Company  will grant  Ventura  the  exclusive  rights to
Denver,   Douglas  and  Jefferson  counties,   Colorado  for  installations  and
recalibrations of the SOBR system.

                                       5
Convertible Notes
-----------------

     As of June 30, 2011,  TBT owed Sam  Satyanarayana,  a director of TBT and a
future  director  of the  Company,  $154,774,  which  amount is  evidenced  by a
promissory note. The note is unsecured, bears interest at 8% per year and is due
July 27,  2012.  The  principal  amount of the note (plus  accrued  interest  of
$241,951 as of June 30, 2011) is  convertible  into shares of TBT's common stock
at a conversion rate of $2.50 per share.

     As of June 30, 2011, TBT owed a shareholder  of TBT $150,000,  which amount
is evidenced by a promissory  note.  The note is  unsecured,  bears  interest at
22.1% per year and is due on December 15, 2013. The principal amount of the note
(plus  accrued  interest of $266,025 as of June 30,  2011) is  convertible  into
shares of TBT's common stock at a conversion rate of $2.50 per share.

     As of June  30,  2011,  TBT owed the  same  shareholder  referred  to above
$240,000, which amount is evidenced by a promissory note. The note is unsecured,
bears  interest  at 67% per year,  and was due on May 28,  2009.  The  principal
amount of the note (plus  accrued  interest of $937,465 as of June 30,  2011) is
convertible  into shares of TBT's common stock at a conversion rate of $2.50 per
share.

Legal Proceedings
-----------------

     On December 6, 2006 Orange County Valet and Security  Patrol,  Inc. filed a
suit against TBT in Orange County  California State Superior Court for Breach of
Contract in the amount of  $9,720.00.  As of the date of this report the lawsuit
remained  pending,  however,  the plaintiff has not taken any further  action in
this case.

     On November  14,  2005,  Fashion  Furniture  Rental,  Inc.  filed a lawsuit
against  TBT in Orange  County  California  State  Superior  Court for Breach of
Contract in the amount of  $60,541.76.  The rental  furniture  has been returned
and, although,  as of the date of this report, the lawsuit remained pending, the
plaintiff has not taken any further action in this case.

General
-------

     The Company's  offices,  consisting of approximately  1000 square feet, are
located at 3030 Old Ranch Parkway,  Suite 350, Seal Beach, CA 90740. The Company
sub-leases this space at a rate of $1700 per month.  The Company uses this space
for its executive offices.

     The Company's website is www.transbiotec.com.

     The Company's telephone number is (562) 280-0483.

     As of August 31,  2011 the  Company  employed  five  persons on a full time
basis and two persons on a part-time basis.

                                       6
RISK FACTORS
------------

     Potential investors should consider the following risks before investing in
the Company's common stock.

     The Company is in the development stage and may never be profitable.  As of
the date of this report the Company has not generated  any revenue.  The Company
has never  earned a profit and expects to incur  losses  during the  foreseeable
future and may never be profitable.

     The failure of the Company to obtain capital may significantly restrict the
Company's  proposed  operations.  The Company needs  additional  capital to fund
operating losses and to expand business.

     The Company does not know what the terms of any future capital  raising may
be but any  future  sale of equity  securities  would  dilute the  ownership  of
existing stockholders. The failure to obtain the capital will result in a slower
implementation  of the Company's  business plan.  There can be no assurance that
the Company will be able to obtain any capital which is needed.

     The Company will need to obtain  additional  financing  until it is able to
earn a profit.  As a result  of the  Company's  short  operating  history  it is
difficult for potential investors to evaluate the Company's business.  There can
be no assurance that the Company can implement its business plan or that it will
be profitable.

     The Company's  operations are dependent upon the continued  services of its
officers. The loss of any of any of the Company's officers,  whether as a result
of death,  disability or otherwise,  may have a material adverse effect upon the
Company's business.

MANAGEMENT'S DISCUSSION AND ANALYSIS AND PLAN OF OPERATION
----------------------------------------------------------

     The following discussion:

     o    summarizes the Company's plan of operation; and

     o    analyzes TBT's  financial  condition and the results of its operations
          for the year ended December 31, 2010 and the six months ended June 30,
          2011.

     This  discussion  and  analysis  should be read in  conjunction  with TBT's
financial statements included as an exhibit to this report.

Plan of Operation and Capital Requirements
------------------------------------------

     The Company's plan of operations is as follows:

                                       7
Projected     Estimated
   Activity                                            Completion Date    Cost
   --------                                            --------------- ---------

   Develop relationship with initial customers
   willing to work with Company in refining SOBR.
   Will discount price for units sold to customers
   who partner with Company in this phase. Identify
   add-on features that may appeal to customers.
   Complete design of printed circuit boards and
   injection molding tools. Sales target of 500
   units.                                                October 2011  $160,000

   Outsource manufacturing, packaging and shipping.
   Complete joint venture agreement with GPS partner.
   Develop add-on features such as cameras, GPS and
   radio interfaces, and a fingerprint reader which
   would allow the SOBR to determine the driver's
   identity and blood alcohol content at the same
   time.  Improve production capability to 1,000
   units per month.                                      January 2012  $185,000

   Improve manufacturing capability to 10,000 units
   per month                                                July 2012  $370,000

     The Company will maintain its research and development  efforts with a goal
of continuously improving the SOBR.

     The Company does not have any firm  commitments  from any third  parties to
provide it with any additional capital.

     TBT's sources and (uses) of funds for the years ended December 31, 2010 and
2009 and the six months ended June 30, 2011 and 2010 are shown below:

                          Year ended December 31,    Six Months ended June 30,
                          -----------------------    -------------------------
                           2009        2010          2010           2011
                           ----        ----          ----           ----
Net cash provided by
 (used for) operations  $(384,247)  $(94,752)      $(15,159)     $(181,119)

Loans, net of loan
 repayments               234,155     (2,757)         2,672         (3,655)

Sale of stock              67,500    127,500         12,500        198,500

Cash on hand at the
 beginning of the period   82,565          -              -              -

                                       8
The following table summarizes the Company's and TBT's combined contractual
obligations as of June 30, 2011:

                                  2011         2012       2013         Total
                                  ----         ----       ----         -----

The notes payable, together
   with accrued interest      $1,0175,212       --        --       $1,0175,212

     The Company does not have any off-balance  sheet  arrangements that have or
are  reasonable  likely  to have a  current  or  future  material  effect on its
financial  condition,  changes in financial  condition,  results of  operations,
liquidity or capital resources.

     Other than as  disclosed  above,  the Company  does not know of any trends,
demands,  commitments,  events or  uncertainties  that will  result  in, or that
reasonably likely to result in, the Company's liquidity increasing or decreasing
in any material way.

     Other than as disclosed above, the Company does not know of any significant
changes in its expected sources and uses of cash.

Results of Operations
---------------------

     The Company was formed in August 2007 and  generated  only limited  revenue
before it effectively  ceased operations in January 2009. TBT was formed in July
2004 and has never generated any revenue.

     Material  changes  in TBT's  Statement  of  Operations  for the year  ended
December 31, 2010 as compared to the same period in the prior year are discussed
below:

                                     Increase (I)
Item                                or Decrease (D)   Reason
----                                ---------------   ------

General and Administrative Expenses      D            The Company reduced its
                                                      level of operations during
                                                      2010 to conserve cash

     There were no material changes in TBT's Statement of Operations for the six
months ended June 30, 2011 as compared to the same period in the prior year.

MANAGEMENT
----------

     Following the  acquisition of the Company's 52% interest in TBT, Greg Bloom
and Harlan Munn  resigned as officers of the Company and the  following  persons
were appointed as the new management of the Company.

  Name                   Age    Position
  ----                   ---    --------

  Charles Bennington     67     President, Chief Executive Officer, Principal
                                Financial Officer, Principal Accounting Officer
                                and Director

                                       9
Ronald Williams        66     Chief Technology Officer
   Nicholas Limer        66     Secretary and a Director

     The  Company's  directors  serve  until  the  next  annual  meeting  of the
Company's  shareholders  and until their  successors  have been duly elected and
qualified.  The  Company's  officers  serve at the  discretion  of the Company's
directors.

     Information concerning the Company's new officers and directors follows:

     Charles  Bennington has been TBT's  President and its Principal  Executive,
Financial and  Accounting  Officer  since  December  2006.  Between May 2005 and
December 2006 Mr. Bennington was TBT's Chief Operating  Officer.  Mr. Bennington
has been a director of TBT since April 2005.  Mr.  Bennington  holds a Degree in
Finance and Banking from the University of Miami, Ohio.

     Ronald Williams 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.

     Nicholas  Limer has been a director of TBT since April 8, 2005.  Since 1998
Mr.  Limer has  acquired,  developed  and managed  self  storage  properties  in
Southern  California and Hawaii. Mr. Limer's the Managing Member of McKenna's On
The Bay  restaurant in Long Beach.  Mr. Limer holds a Bachelor of Science Degree
in Aeronautical  Engineering from the Ply Technical  Institution of Brooklyn,  a
Masters of Science Degree in Engineering from California State University,  Long
Beach and a Masters of  Business  Administration  Degree from  California  State
University, Long Beach.

     Ten days after the Company's  compliance  with Rule 14f-1 of the Securities
and Exchange Commission,  Gregory Bloom and Harlan Munn will resign as directors
of the Company and Ronald Williams,  Sam  Satyanarayana and Devadatt Mishal will
be appointed directors of the Company.

     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 practicing as an Obstetrician and Gynecologist  since March 1982
in Downey,  California.  Dr.  Mishal  received his medical  degree from Lokmanya
Tilak Municipal Medical College and Maharashtra University of Health Sciences in
Mumbai, India.

                                       10
Following their appointment, Sam Satyanarayana and Devadatt Mishal will be
independent directors, as that term is defined in Section 803 of the listing
standards of the NYSE Amex. No director is a "financial expert" as that term is
defined in the regulations of the Securities and Exchange Commission.

      The Company believes all of its directors are qualified to act as such due
to their longstanding relationship with the Company or TBT.

      The Company does not have a compensation committee. The Company's Board of
Directors serves as its Audit Committee.

     The Company has not adopted a Code of Ethics  applicable  to its  principal
executive,  financial,  and accounting  officers and persons  performing similar
functions.  The Company  does not believe a Code of Ethics is  necessary at this
time since the Company only has three officers.

     The following table shows the compensation paid or accrued during the three
years ended December 31, 2010 to the executive officers of the Company.
=======================================================================================
                                                                 All Other
                                             Stock     Option      Annual
   Name and      Fiscal  Salary    Bonus     Awards    Awards   Compensation
   Principal      Year     (1)      (2)       (3)        (4)        (5)       Total
   Position
---------------------------------------------------------------------------------------

Charles Bennington2010  $120,000        -      -          -           -    $120,000
President and     2009  $120,000        -      -          -           -    $120,000
Chief Executive
 Officer

Ronald Williams   2010         -        -      -          -           -           -
Chief Technology  2009         -        -      -          -           -           -
Officer
                     -
Nicholas Limer    2010         -        -      -          -           -           -
Secretary and     2009         -        -      -          -           -           -
Director
(1)  The dollar value of base salary (cash and non-cash) earned.
(2)  The dollar value of bonus (cash and non-cash) earned.
(3)  During the periods covered by the table, the value of the Company's shares
     issued as compensation for services to the persons listed in the table.
(4)  The value of all stock options granted during the periods covered by the
     table.
(5)  All other compensation received that the Company could not properly report
     in any other column of the table.

     In May 2011 the  Company  entered  into an  employment  agreement  with Mr.
Bennington which expires on the earlier of December 31, 2016 or Mr. Bennington's
death.  The  employment  agreement  provides  that  the  Company  will  pay  Mr.
Bennington a salary of $120,000 during the first year of the agreement, $156,000
during the second year of the agreement,  $172,000  during the third year of the

                                       11
agreement,  $190,000 during the fourth year of the agreement and $208,000 during
the fifth year of the agreement. In addition the agreement allows Mr. Bennington
to  participate  in  all  employee  benefit  plans  generally  available  to the
Company's employees.

     Long-Term  Incentive  Plans.  The Company  does not provide its officers or
employees with pension, stock appreciation rights,  long-term incentive or other
plans  and  has  no  intention  of  implementing  any of  these  plans  for  the
foreseeable future.

     Employee  Pension,  Profit Sharing or other  Retirement  Plans. The Company
does  not  have a  defined  benefit,  pension  plan,  profit  sharing  or  other
retirement plan, although it may adopt one or more of such plans in the future.

     Compensation  of  Directors.  The  Company's  directors did not receive any
compensation  for their  services  as  directors  during the  fiscal  year ended
December 31, 2010.

Stock Option and Bonus Plans
----------------------------

     The Company has not adopted any stock option or stock bonus plans.

     The following  shows the amounts the Company expects to pay to its officers
during the twelve  months  ending  August 31,  2012 and the amount of time these
persons expect to devote to the Company.

                                                                   % of time
                                              Projected        to be devoted to
 Name              Position                  Compensation     Company's business
 ----              --------                  ------------     ------------------

Charles Bennington Chief Executive Officer    $120,000               100%
Ronald Williams    Chief Technology Officer   $ 42,000                25%
Nicholas Limer     Secretary                  $ 12,000                25%

PRINCIPAL SHAREHOLDERS
----------------------

     The following  table shows the ownership,  following the acquisition of the
Company's 52% interest in TBT, of those persons owning  beneficially  5% or more
of the  Company's  common  stock and the number and  percentage  of  outstanding
shares owned by each of the Company's directors and officers and by all officers
and  directors as a group,  including  the  directors to be appointed  after the
Company's  compliance with Rule 14f-1 of the Securities and Exchange Commission.
Unless otherwise indicated, each owner has sole voting and investment power over
their shares of common stock.

                                                 % of               % of
                                              outstanding         outstanding
                                              shares owned       shares owned
                                            after acquisition  after acquisition
                                              of 52% interest  of 100% interest
  Name and Address             Shares Owned     in TBT              in TBT
  ----------------             ------------   -------------    ---------------

  Charles Bennington            1,004,422         7.26             4.0
  3030 Old Ranch Parkway,
  Ste 350
  Seal Beach, CA 90740

                                       12
Ronald Williams                      --           --              --
  35569 Rice Canyon Road
  Fallbrook  CA 92028

  Nicholas Limer                5,466,720        39.54            21.9
  3030 Old Ranch Parkway,
  Ste 350
  Seal Beach, CA 90740

  Sam Satyanarayana             5,636,267        40.76            22.6
  683 E. Brokaw Rd
  San Jose, Ca  95112

  Gregory A. Bloom                40,000            *               *
  1543 10th St., #3
  Santa Monica, CA 90401

  Harlan Munn                      39,350            *               *
  5758 Singletree Lane
  Parker, Colorado 80134
  Downey, CA  90241

  All officers and directors
   as a group                  12,186,759         89.3            49.7
    (6 persons)

     (1)  3,245,000  of these  shares  are held of  record by  relatives  of Mr.
          Limer.  However  Mr.  Limer is deemed to be the  beneficial  owner of
          these shares.

     *    Less than 1%

DESCRIPTION OF SECURITIES
-------------------------

Common Stock
------------

     The Company is  authorized  to issue  100,000,000  shares of common  stock.
Holders of the  Company's  common  stock are each  entitled to cast one vote for
each  share  held  of  record  on all  matters  presented  to the  shareholders.
Cumulative  voting is not  allowed;  hence,  the  holders of a  majority  of the
Company's outstanding common shares can elect all directors.

     Holders  of the  Company's  common  stock  are  entitled  to  receive  such
dividends as may be declared by the  Company's  Board of Directors  out of funds
legally  available  and, in the event of  liquidation,  to share pro rata in any
distribution of the Company's assets after payment of liabilities. The Company's
Board of Directors is not obligated to declare a dividend. It is not anticipated
that dividends will be paid in the foreseeable future.

     Holders of the  Company's  common  stock do not have  preemptive  rights to
subscribe to additional shares if issued. There are no conversions,  redemption,
sinking fund or similar  provisions  regarding the common stock. All outstanding
shares of common stock are fully paid and non-assessable.

                                       13
Preferred Stock
---------------

     The Company is authorized to issue  25,000,000  shares of preferred  stock.
Shares of preferred  stock may be issued from time to time in one or more series
as may be determined by the Company's Board of Directors.  The voting powers and
preferences,  the  relative  rights of each such series and the  qualifications,
limitations and  restrictions of each series will be established by the Board of
Directors. The Company's directors may issue preferred stock with multiple votes
per share and dividend  rights which would have priority over any dividends paid
with  respect to the holders of the  Company's  common  stock.  The  issuance of
preferred stock with these rights may make the removal of management  difficult,
even if the removal would be considered  beneficial to  shareholders  generally,
and will have the effect of limiting  shareholder  participation in transactions
such as mergers or tender  offers if these  transactions  are not favored by the
Company's  management.  As of August 25,  2010,  the  Company had not issued any
shares of preferred stock.

Transfer Agent
--------------

      Corporate Stock Transfer
      3200 Cherry Creek Drive South, Suite 430
      Denver, Colorado 80209
      Phone: 303-282-4800
      Fax: 303-282-5800

INDEMNIFICATION
---------------

     The Company's  Bylaws  authorize  indemnification  of a director,  officer,
employee  or agent  against  expenses  incurred  by him in  connection  with any
action, suit, or proceeding to which he is named a party by reason of his having
acted or served in such capacity,  except for  liabilities  arising from his own
misconduct  or  negligence  in  performance  of his duty.  In  addition,  even a
director,  officer, employee, or agent found liable for misconduct or negligence
in the  performance of his duty may obtain such  indemnification  if, in view of
all the circumstances in the case, a court of competent jurisdiction  determines
such person is fairly and  reasonably  entitled to  indemnification.  Insofar as
indemnification  for liabilities arising under the Securities Act of 1933 may be
permitted to the Company's directors,  officers, or controlling persons pursuant
to these  provisions,  the Company has been informed that, in the opinion of the
Securities  and Exchange  Commission,  such  indemnification  is against  public
policy as expressed in the Act and is therefore unenforceable.

Item 3.02   Unregistered Sales of Equity Securities
            ---------------------------------------

     See Item 2.01 of this  report.  The shares  issued in  connection  with the
acquisition of TBT were restricted  securities,  as that term is defined in Rule
144 of the  Securities  and  Exchange  Commission.  The Company  relied upon the
exemption provided by Section 4(2) of the Securities Act of 1933 with respect to
the issuance of these  shares.  The persons who  acquired  these shares were all
provided with  information  concerning  the Company prior to the  acquisition of
their shares. The certificates representing the shares will bear legends stating
that the shares may not be offered,  sold or transferred  other than pursuant to
an effective registration statement under the Securities Act of 1933 or pursuant
to an  applicable  exemption  from  registration.  No  commissions  were paid in
connection with this transaction.

                                       14
Item 5.01 Changes in Control of Registrant
          --------------------------------

     See Item 2.01 of this report.

Item 5.02  Departure of Directors or Certain  Officers;  Election of  Directors;
           ---------------------------------------------------------------------
           Appointment of Certain Officers; Compensatory Arrangements of Certain
           ---------------------------------------------------------------------
           Officers
           --------

     See Item 2.01 of this report.

Item 5.06 Change in Shell Company Status
          ------------------------------

     See Item 2.01 of this report.

Item 9.01 Financial Statements and Exhibits
          ---------------------------------

     Financial Statements of TransBioTec, Inc.

Exhibit  Description
-------  -----------
10.3     Agreement to Exchange Securities (incorporated by reference to the same
         exhibit filed on August 18, 2011 with the Company's report on Form
         8-K).

                                       15
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:  September 19, 2011

                                 IMAGINE MEDIA, LTD.

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

                                       16