UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 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 8~~January 29, ~~2006~~2007

The Tube Media Corp.

(Exact Name of Registrant as Specified in Its Charter)

Delaware

(State or Other Jurisdiction of Incorporation)

005-79752	84-1557072
000-52067	84-1557072
(Commission File Number)	(IRS Employer Identification No.)
1451 West Cypress Creek Road, Fort Lauderdale, Florida	33309
(Address of Principal Executive Offices)	(Zip Code)

1451 West Cypress Creek Road, Fort Lauderdale, Florida	33309
(Address of Principal Executive Offices)	(Zip Code)

(954) 714-8100

(Registrant’s Telephone Number, Including Area Code)

N/A

(Former Name or Former Address, if Changed Since Last Report)

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 (see General Instruction A.2. below):

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

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

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

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

~~Item~~Forward-Looking ~~3.02 Unregistered Sales of Equity Securities.~~Statements

OnThis ~~August~~document may include a number of "forward-looking statements" as that term 8is defined in Section 27A of the Securities Act of 1933, ~~2006~~as amended, and Section 21E of the ~~Company~~Securities Exchange Act of 1934, as amended. These statements reflect management's ~~Board~~current ofviews ~~Directors~~with ~~approved~~respect ~~the~~to ~~issuance~~future ofevents 1and financial performance and include statements regarding management’s intent,~~533~~ belief or current expectations,~~746~~ which are based upon assumptions about future conditions ~~shares~~that may prove to be inaccurate. Prospective investors are cautioned that any such forward-looking statements are not guarantees of ~~Common~~future ~~Stock~~performance, involve risk and auncertainties, ~~warrant~~and tothat ~~purchase~~as ~~500~~a result,~~000~~ ~~shares~~actual ofresults ~~Common~~may ~~Stock~~differ atmaterially $2from those contemplated by such forward-looking statements.50 ~~per~~Such risks ~~share~~include, ~~under~~among aother ~~Charter~~things, ~~Affiliation~~the ~~Agreement.~~volatile Onand competitive markets in ~~August~~which 8we operate, ~~2006~~our limited operating history, ~~the~~our ~~Board~~limited offinancial ~~Directors~~resources, our ability ~~also~~to ~~approved~~manage our growth and the ~~issuance~~lack of ~~5,000~~an ~~shares~~established trading market offor ~~Common~~our ~~Stock~~securities. toWhen ~~Greg~~considering ~~Cantinelli~~forward-looking statements, areaders ~~member~~are ofurged to carefully review and consider the ~~Company's~~various ~~Board~~disclosures, ofincluding ~~Directors~~risk factors and their cautionary statements, made by us in this document and in our reports ~~for~~filed ~~director~~with ~~services.~~the Securities and Exchange Commission.

~~The~~Item ~~Company maintains that the issuance of these securities is exempt under the~~3.02 Unregistered ~~Securities~~Sale ~~Act~~ of ~~1933, as amended, in reliance upon the provisions of Section 4(2), Section 4(6) and/or Regulation D promulgated thereunder as a transaction by an issuer not involving a public offering~~Securities.

1On January 23, 2007, the Company approved and intends to issue 4,199,928 shares, of the Company’s restricted common stock, par value per share $.0001 as payment of fees in connection with the Company’s Charter Affiliation Agreements.

The Company maintains that the issuance of the securities set forth in this Item 3.02 are exempt under the Securities Act of 1933, as amended, in reliance upon Section 4(2) or Regulation D promulgated thereunder as transactions by an issuer not involving a public offering.

Item 5.02 Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers

Effective January 29, 2007 Celestine F. Spoden resigned as Chief Financial Officer, Treasure and Secretary of the Company. The Company will immediately commence a search for a successor to Mr. Spoden.

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.

	THE TUBE MEDIA CORP.
Dated: August 14, 2006	By:	/s/ Celestine F. Spoden
Dated: January 31, 2007	By:	/s/ John W. Poling
		Name: Celestine F. Spoden
		Name: John W. Poling
		Title: Chief Financial Officer
		Title: Assistant Secretary

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