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): September 621, 2007

FLUID MEDIA NETWORKS, INC.

(Exact name of registrant as specified in its charter)

Nevada	~~000-52118~~	26000-~~0140268~~52118	26-0140268
(State or other jurisdiction of incorporation)	~~(Commission File Number)~~	(~~IRS~~Commission ~~Employer~~File ~~Identification No.~~Number)	(IRS Employer Identification No.)
5813-A Uplander Way Culver City, California			90230
(Address of principal executive offices)			(Zip Code)

5813-A Uplander Way Culver City, California	90230
(Address of principal executive offices)	(Zip Code)

Registrant’s telephone number, including area code: (310) 665-9878

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))

Item 1 5.~~01. Entry~~02 ~~into~~Departure aof ~~Material~~Directors ~~Definitive Agreement~~or Principal Officers; Election of Directors; Appointment of Principal Officers; Compensatory Arrangements of Certain Officers

OnAs ~~September~~ previously 6disclosed, ~~2007,~~Fluid ~~the~~Media ~~Company executed an agreement with PFH Investments Limited~~Networks, orInc. ~~PFH,~~ (the ~~holder of the $1,000,000 Debenture, whereby the~~ “Company ~~agreed~~”) toannounced ~~purchase~~ the ~~Debenture, including all indebtedness there under,~~ ~~from PFH~~ resignation ~~for a purchase price~~ of ~~$1,368,000,~~David ~~inclusive~~Williams ofas ~~any~~its ~~and~~Chief ~~all~~Financial ~~accrued and outstanding~~Officer ~~interest, upon the completion of the Company's initial public~~effective ~~offering~~ as of ~~its securities in Canada, provided that such offering completes~~ ~~no later~~ September ~~than October 31~~5, 2007. In ~~consideration,~~connection ~~the~~with ~~Company~~Mr. ~~granted~~Williams' ~~to PFH warrants to purchase up to 125~~resignation,~~000~~ ~~shares of its common stock at an exercise~~the ~~price~~ Company ofand $3Mr.00 ~~per~~Williams ~~share. These~~entered ~~warrants~~into ~~expire~~a ~~four~~Settlement ~~years~~Agreement ~~following~~and General ~~the~~ Release, ~~date~~dated as of ~~the~~September ~~consummation~~21, of2007 (the ~~Company’s contemplated initial public~~“Settlement ~~offering of its securities in Canada~~ Agreement”).

~~The~~Pursuant to the Settlement Agreement, isboth ~~filed~~parties ~~hereto~~released aseach ~~Exhibit~~other ~~10.1~~from all claims and isliabilities ~~incorporated~~that ~~herein~~either party may have against the other relating to, or arising from, the Employment Agreement, dated February 21, 2006, between the Company and Mr. Williams (“Employment Agreement”), Williams’ employment or engagement in any manner by the Company, the termination of the Employment ~~reference~~ Agreement or Williams’ separation from said employment or engagement. The release does not discharge the parties from any rights, privileges, benefits, duties or obligations by reason of, or arising from, the Settlement Agreement, certain obligations under the Employment Agreement, vested stock options held by Mr. Williams, any indemnification rights held by Mr. Williams or any director or officer insurance policy covering Mr. Williams.

~~Item~~In 3 consideration for this release, the Company agreed to pay Mr.02 Williams approximately $64,800 in fulfillment of all obligations due and payable to Mr. Williams, including without limitation, all salary, bonus payments, accrued vacation and business expense reimbursement due to Mr. Williams under any and all agreements. ~~Unregistered~~In ~~Sale~~addition, Mr. Williams agreed to remain subject to the terms and provisions of ~~Equity~~his ~~Securities~~Employment Agreement which by their express terms survive termination of such agreement, including without limitation, terms related to the non-solicitation of any employee, supplier or customer of the Company and terms related to proprietary information and inventions.

OnThe ~~September~~ foregoing ~~12,~~description ~~2007,~~of the ~~Company~~Settlement ~~consummated~~Agreement ~~the~~does ~~sale~~not ofpurport ~~25,000,000 shares of its common stock at a purchase price of $0.40 per share for aggregate gross proceeds of $10,000,000 in a private placement~~ to ~~Accredited Investors~~be ~~(as that~~ complete ~~term~~and is ~~defined~~qualified in ~~Regulation~~its ~~D). The~~entirety ~~shares~~by ~~were~~reference ~~sold~~to ~~in reliance upon exemptions from~~ the ~~registration~~full ~~requirements~~ text of the ~~Securities~~ ~~Act~~ Settlement ofAgreement ~~1933,~~attached as ~~amended,~~Exhibit or10.1 ~~the Securities Act~~hereto, ~~provided by Section 4(2) of the Securities Act~~ and ~~Regulation~~which D,is ~~based upon, among other things, written~~hereby ~~investment~~ incorporated ~~representations~~herein ofby ~~the purchasers as to their status as Accredited Investors~~reference.

AItem ~~form of~~ 9.01 Financial ~~the~~ Statements ~~subscription~~and ~~agreements executed by each of the Accredited Investors is attached as an exhibit to this Current Report on Form 8-K.~~Exhibits

~~Item 9.01. Financial~~(d) ~~Statements and~~ Exhibits

~~(c) Exhibits~~10.1 Settlement Agreement and General Release, dated as of September 21, 2007, by and between Fluid Media Networks, Inc., a Nevada corporation, and David J. Williams.

Number

4.1 Form of subscription agreement

10.1 Agreement with PFH Investments Limited

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.

FLUID MEDIA NETWORKS, INC.

/s/ Justin F. Beckett

~~Date: September 17, 2007~~ Justin F. Beckett

President~~, Chief Executive Officer and Interim Chief Financial Officer~~

EXHIBIT INDEX

10.1

Settlement Agreement and General Release, dated as of September 21, 2007, by and between Fluid Media Networks, Inc., a Nevada corporation, and David J. Williams.

Filing Compare · Fluid Media Networks, Inc.