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Wednesday, 08/02/2006 8:35:51 AM

Wednesday, August 02, 2006 8:35:51 AM

Post# of 744
Form 8-K for TUBE MEDIA CORP.


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1-Aug-2006

Entry into a Material Definitive Agreement, Change in Directors or Principal Off



Item 1.01 Entry Into a Material Definitive Agreement
As compensation for services as a director, on July 26, 2006, the Board awarded to each of Shane E. Coppola and D. Patrick LaPlatney, effective on July 27, 2006, a grant of 1,000,000 shares of restricted common stock to vest equally at the end of each quarter for the next two years, beginning with the quarter ending September 30, 2006. The Board of Directors also set Mr. LaPlatney's compensation for services as Chief Executive Officer of the Company effective July 31, 2006. Mr. LaPlatney's annual base salary was set at $350,000. The Company intends on entering into an employment agreement with Mr. LaPlatney.





Item 5.02 Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers
The Board of Directors appointed D. Patrick LaPlatney to serve as the Chief Executive Officer of the Company effective July 31, 2006. Prior to joining the Company, from September 2002 until July 2006, Mr. LaPlatney served as Executive Vice-President of Westwood One, a provider of news, sports, music, talk, entertainment, programs, features, live events and 24/7 formats. Mr. LaPlatney served as Senior Vice-President of Westwood One Television, a the television division of Westwood One, from 1999 to August 2002. Prior thereto, he served as Senior Vice-President, Television of Metro Networks, a traffic gathering and reporting company from 1997 to 1999. He also served in various capacities of Raycom, Inc. from 1989 to 1997. As disclosed in Item 1.01, Mr. LaPlatney's annual base salary was set at $350,000 and the Company intends on entering into an employment agreement with Mr. LaPlatney.

On July 26, 2006, the Board of Directors also set the size of the Board at 7 directors. The Board appointed Shane E. Coppola and Mr. LaPlatney to serve as a Class II and a Class III director, respectively. Mr. Coppola was also appointed to serve as Chairman of the Board.



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The Company issued a press release dated July 31, 2006, which is included as an exhibit to this Form 8-K, announcing the appointments of Mr. Coppola and LaPlatney.





Item 3.02 Unregistered Sales of Equity Securities
As compensation for services as director, on July 26, 2006, the Board awarded to each of Shane E. Coppola and D. Patrick LaPlatney, effective July 27, 2006, a grant of 1,000,000 shares of restricted common stock to vest equally at the end of each quarter for the next two years, beginning with the quarter ending September 30, 2006. Additionally, on July 26, 2006, the Board approved the issuance of 200,000 shares of restricted common stock to a consultant to the Company as payment for services rendered to the Company


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