UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT ~~PURSUANT~~Pursuant TOto ~~SECTION~~Section 13 ORor 15(Dd) OFof ~~THE SECURITIES~~the ~~AND~~Securities ~~EXCHANGE~~Exchange ~~ACT~~Act OFof 1934

Date of Report (Date of earliest event reported): ~~June 11~~August 17, 2009

HERE MEDIA INC. (Exact name of registrant as specified in its charter)

(Exact name of registrant as specified in its charter)


DELAWARE	000-53690	26-3962587
(State or other Jurisdiction of Incorporation)	(Commission File Number)	(IRS Employer Identification No.)

DELAWARE	000-53690	26-3962587
10990 Wilshire BoulevardPenthouseLos Angeles, California	90024
(State of Incorporation)	(Commission File Number)	(IRS Employer Identification No.)
(Address of Principal Executive Offices)	(Zip Code)

10990 Wilshire Boulevard
Penthouse
Los Angeles, California		90024
(Address of principal executive offices)		(Zip Code)

Registrant’s telephone number, including area code: (310) 806-4288

(~~310~~Former name or former address if changed since last report.) ~~806-4288~~

(Registrant’s telephone number, including area code)

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:

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))

OnITEM ~~June 11, 2009 Here Media Inc~~1.01 ~~(“Here~~Entry Media” or the “Company”) completed the business combination (the “Business Combination”) provided for in the Agreement and Plan of Merger, dated as of January 8, 2009 (as amended, supplemented or otherwise modified through the date hereof, the “Merger Agreement”), entered into bya ~~and~~Material ~~among~~Definitive ~~the Company, PlanetOut Inc~~Agreement. (“PlanetOut”), HMI Merger Sub, Inc. (“HMI Merger Sub”), Here Networks LLC (“Here Networks”), Regent Entertainment Media Inc. (together with Here Networks, the “HMI Entities”) and the owners of the HMI Entities.

~~Pursuant~~On toAugust 17, ~~the Merger Agreement~~2009, ~~the~~Here ~~Business~~Media ~~Combination~~Inc. of(“Here ~~PlanetOut~~Media” ~~and~~or the ~~HMI~~“Company”) ~~Entities was~~entered ~~accomplished~~into ina ~~two~~Line ~~concurrent~~of ~~steps.~~Credit ~~The~~Agreement ~~first~~with Paul A. ~~was~~Colichman ~~the~~and ~~merger of HMI Merger Sub,~~ a ~~wholly owned~~separate ~~subsidiary~~Line of ~~the~~Credit ~~Company,~~Agreement with ~~and~~Stephen ~~into~~P. ~~PlanetOut~~Jarchow (collectively, the “~~Merger~~Agreements”), in which ~~one~~set ~~share~~forth of the ~~common~~ ~~stock,~~terms $0upon which Paul A.~~001~~ ~~par~~Colichman ~~value~~and ~~per~~Stephen P. ~~share~~Jarchow (collectively, the “~~Common Stock~~Lenders”), ~~and~~may ~~one~~lend ~~share of the special stock~~up ~~(“Special~~to ~~Stock”)~~$2,000,000 and $~~0.001~~3,000,000, ~~par value per share~~respectively, ofto the Company ~~were issued~~ in ~~exchange~~their ~~for~~respective ~~each outstanding~~discretion ~~share~~as ofand ~~the~~when ~~common~~requested ~~stock,~~by $0the Company.~~001~~ ~~par~~Paul ~~value per share, of PlanetOut~~A. ~~The~~Colichman ~~stockholders of~~is ~~PlanetOut~~the ~~adopted~~Company’s ~~the~~Chief ~~Merger~~Executive ~~Agreement~~Officer and ~~approved~~President ~~the~~and ~~Merger at a special meeting of the PlanetOut stockholders held on June~~Stephen ~~10, 2009~~P. ~~PlanetOut~~Jarchow ~~filed~~is ~~a Certificate of Merger with~~ the ~~Secretary~~Chairman of ~~State of~~ the ~~State~~Company’s ofBoard ~~Delaware on June 11, 2009 and thereby became the surviving corporation in the Merger and a wholly owned subsidiary~~ of ~~the Company~~Directors.

~~Concurrently~~Pursuant ~~with~~to the ~~Merger~~Agreements, the ~~owners~~Lenders ofmay, ~~the~~in ~~HMI Entities contributed to the Company all of~~ their ~~interests~~sole ~~in the HMI Entities~~discretion, ~~which~~make ~~consisted~~advances ofto ~~stock~~the ~~and~~Company ~~limited~~from ~~liability~~time ~~company~~to ~~interests~~time ~~that~~until ~~constituted~~August 17, ~~100%~~2011 ~~of the ownership interest~~ in ~~each~~such ofamounts ~~those~~as ~~companies,~~may inbe ~~exchange for~~requested ~~the~~by ~~Common Stock. Upon consummation of~~ the ~~Business~~Company; ~~Combination on June 11~~provided, ~~2009~~however, ~~the former~~that ~~PlanetOut stockholders and~~ the ~~holders~~total amount of ~~certain~~such ~~warrants~~advances toby ~~purchase~~the ~~PlanetOut~~Lenders ~~common~~shall ~~stock became~~not ~~beneficial~~exceed ~~owners~~$2,000,000 offor ~~20%~~Paul A. ofColichman ~~the Common Stock~~ and ~~100% of the Special Stock~~$3,000,000 ~~and the former~~for ~~owners~~Stephen P. ~~of the HMI Entities became owners of 80% of the Common Stock~~Jarchow.

The ~~Company~~outstanding ~~registered~~principal balance of advances made under the ~~securities~~Agreements ~~issued~~will inaccrue ~~connection~~interest ~~with~~at ~~the~~a ~~Business~~rate ~~Combination~~equal ~~under~~to the ~~Securities~~U.S. ~~Act~~prime ~~of 1933~~rate, as ~~amended,~~set byforth ~~filing~~in ~~with~~ the ~~Securities~~Wall ~~and~~Street ~~Exchange~~Journal, ~~Commission~~plus ~~(the “Commission”)~~1.00% aper ~~registration~~annum ~~statement~~from onthe ~~Form~~date ~~S-4,~~of ~~which~~issuance ~~was~~of ~~declared~~such advances ~~effective~~to byand including the ~~Commission on~~date ~~May 14,~~of ~~2009~~repayment.

~~ITEM~~Advances ~~9.01~~made ~~Financial~~under ~~Statements~~the Agreements will be secured by the collateral specified in the Agreements, including certain domain names owned or under the control of the Company, trademarks and ~~Exhibits~~tradenames and cash reserves (not to exceed $1,000,000) held by the Company’s credit card processor.

~~(a) Financial~~The ~~Statements~~Agreements provide for customary events of ~~Businesses~~default. ~~Acquired~~Upon an event of default, the Lenders may declare all or any part of the outstanding principal balance of the advances to be immediately due and payable.

~~The~~ITEM ~~Company~~2.03 ~~will~~Creation ~~file the financial statements~~ of ~~the acquired businesses required by Item 9.01(~~a) ofDirect ~~Form~~Financial ~~8-K~~Obligation byor ~~amendment~~an ofObligation ~~this~~under ~~current~~an ~~report on Form 8~~Off-KBalance ~~not~~Sheet ~~later~~Arrangement ~~than~~of 71a ~~calendar days after the required filing date hereof~~Registrant.

~~(b)~~The information set forth in Item ~~Pro~~1.01 ~~Forma~~of ~~Financial~~this ~~Information~~report is incorporated by reference into this Item 2.03.

~~(d) Exhibits~~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 thereunto duly authorized.

Exhibit No.		Description
Exhibit 99.1		Press release dated June 17, 2009 reporting completion of the Business Combination.

Date: August 18, 2009

2HERE MEDIA INC.

~~Pursuant~~By: to/s/ ~~the~~Paul ~~requirements~~A. ofColichman Name: ~~the~~Paul ~~Securities~~A. ~~Exchange Act of 1934, the registrant has duly~~Colichman ~~caused~~Title: ~~this~~Chief ~~report~~Executive toOfficer beand ~~signed on its behalf by the undersigned thereunto duly authorized.~~President

HERE MEDIA INC. By: /s/ Paul A. Colichman Name: Paul A. Colichman Title: Chief Executive Officer and President

EXHIBIT INDEX

Exhibit No.		Description
Exhibit 99.1		Press release dated June 17, 2009 reporting completion of the Business Combination.

Filing Compare · Here Media Inc.