IDLM Idle Media Inc (CE)

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):  August 1, 2014

IDLE MEDIA, INC.

(Exact name of registrant as specified in its charter)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

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

☐  Soliciting material pursuant to Rule 14a-12 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-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 8.01. Other Events.

On August 1, 2014 Idle Media, Inc. (the “Company”) commenced the mailing of a letter to its shareholders of record. The shareholder letter describes the Company’s reporting status and plans for future reporting under the Securities Exchange Act of 1934. A copy of the shareholder letter is filed as Exhibit 99.1 to this Current Report on Form 8-K.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits

Exhibits

99.1 Idle Media Letter to Shareholders dated August 1, 2014.

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.

Exhibit 99.1

August 1, 2014

Dear Shareholders,

I wanted to take this opportunity to update you on various matters relating to Idle Media. As you may be aware, in December 2013 we took steps to terminate the filing requirements of our securities by filing a Form 15 as permitted by SEC Rules and Regulations. This process, commonly known as “going dark”, was undertaken and effected in order to allow management flexibility to concentrate on our business and to further develop the requisite infrastructure to transition from being a private company to a public company. We are aware that these efforts have resulted in limited communication with and delivery of information to you, our shareholders.

I'd like to make it clear that going forward, it is our intention to provide shareholders and prospective shareholders alike with current information relating to the company and its operations in a timely manner. We are also in the process of revising the way in which we respond to shareholder inquiries. We are currently reviewing options to effect changes to those procedures in order to provide more timely and uniform responses to shareholder questions.

On the business side, Idle has begun to return focus to the development of its current and upcoming properties, which has been difficult in the past as we dealt with our public company status transition. We have recently brought development of our DatPiff mobile applications in-house, and have been working to quickly iterate on the functionality of the MVP released earlier this year to the iTunes and Google Play stores. We feel this is the first step to revitalizing our brands both from the perspective of consumer awareness and financial performance.

We are hard at work on updates to our websites as well, many of which are intended to increase traffic and user retention, and thus revenue. Earlier this year, we entered into an exclusive agreement, worth a minimum of $840,000 in the first year, with Woven Digital that would see them get first rights to our premium ad inventory. Together, we are exploring and developing ways of further increasing that number via creative new advertising methods and acquisition of new clientele.

We remain excited about our business and prospects and intend to significantly increase visibility and transparency for our shareholders and the public as we move forward.

With best regards,

Marcus Frasier, CEO

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