SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON,
DC 20549
SCHEDULE
13D
(Rule
13d-101)
INFORMATION
TO BE INCLUDED IN STATEMENTS FILED
PURSUANT
TO RULE 13d-1(a) AND
AMENDMENTS
THERETO FILED PURSUANT TO RULE 13d-2(a)
(AMENDMENT
NO. )
Infosearch
Media, Inc.
(Name
of Issuer)
Common
Stock, $0.001 par value per share
(Title
of Class of Securities)
45677V108
(CUSIP
Number
)
Strategic
Turnaround Equity Partners, L.P. (Cayman)
c/o
Galloway Capital Management LLC
720
Fifth Avenue, 10
th
Floor
New
York, New York 10019
(212)
247-1339
(Name,
Address and Telephone Number of Person Authorized to Receive Notices and
Communications)
December
7, 2007
(Date
of Event Which Requires Filing of this Statement)
If
the
filing person has previously filed a statement on Schedule 13G to report the
acquisition that is the subject of this Schedule 13D, and is filing this
schedule because of Rule 13d-1(c), 13d-1(f) or 13d-1(g), check the following
box.
x
Note.
Schedules
filed in paper format shall include a signed original and five copies of the
schedule, including all exhibits.
See
Rule
13d-7(b) for other parties to whom copies are to be sent.
(Continued
on following pages)
1
|
|
NAMES
OF REPORTING PERSONS
I.R.S.
IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES
ONLY)
Strategic
Turnaround Equity Partners, L.P.
(Cayman)
N/A
|
|
2
|
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
|
(a)
o
(b)
x
|
|
|
|
CHECK
BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT
TO ITEM 2(d) or 2 (e)
|
o
|
|
6
|
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
Cayman
Islands
|
|
NUMBER
OF
SHARES
BENEFICIALLY
OWNED
BY
EACH
REPORTING
PERSON
WITH
|
7
|
|
SOLE
VOTING
POWER
0
|
|
8
|
|
SHARED
VOTING
POWER
5,523,750
|
|
9
|
|
SOLE
DISPOSITIVE
POWER
0
|
|
10
|
|
SHARED
DISPOSITIVE
POWER
5,523,750
|
|
11
|
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
5,523,750
|
|
12
|
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN
SHARES*
|
|
|
13
|
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW
11
10.44
%
(1)
|
|
14
|
|
TYPE
OF REPORTING
PERSON
PN
|
|
(1)
|
On
the basis of 52,871,973 shares of Common Stock reported by the
Company to
be issued and outstanding as of November 16, 2007 in the Company’s latest
Quarterly Report on Form 10-Q, as filed with the Securities and
Exchange
Commission on November 16,
2007.
|
*SEE
INSTRUCTIONS BEFORE FILLING OUT!
1
|
|
NAMES
OF REPORTING PERSONS
I.R.S.
IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES
ONLY)
Galloway
Capital Management,
LLC
N/A
|
|
2
|
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
|
(a)
o
(b)
x
|
|
|
|
CHECK
BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT
TO ITEM 2(d) or 2 (e)
|
o
|
|
6
|
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
Delaware
|
|
NUMBER
OF
SHARES
BENEFICIALLY
OWNED
BY
EACH
REPORTING
PERSON
WITH
|
7
|
|
SOLE
VOTING
POWER
0
|
|
8
|
|
SHARED
VOTING
POWER
5,523,750
|
|
9
|
|
SOLE
DISPOSITIVE
POWER
0
|
|
10
|
|
SHARED
DISPOSITIVE
POWER
5,523,750
|
|
11
|
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
5,523,750
|
|
12
|
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN
SHARES*
|
|
|
13
|
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW
11
10.44
%
(1)
|
|
14
|
|
TYPE
OF REPORTING
PERSON
OO
|
|
(1)
|
On
the basis of 52,871,973 shares of Common Stock reported by the
Company to
be issued and outstanding as of November 16, 2007 in the Company’s latest
Quarterly Report on Form 10-Q, as filed with the Securities and
Exchange
Commission on November 16,
2007.
|
*SEE
INSTRUCTIONS BEFORE FILLING OUT!
1
|
|
NAMES
OF REPORTING PERSONS
I.R.S.
IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES
ONLY)
Gary
L.
Herman N
/A
|
|
2
|
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
|
(a)
o
(b)
x
|
|
|
|
CHECK
BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT
TO ITEM 2(d) or 2 (e)
|
o
|
|
6
|
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
United
States
|
|
NUMBER
OF
SHARES
BENEFICIALLY
OWNED
BY
EACH
REPORTING
PERSON
WITH
|
7
|
|
SOLE
VOTING
POWER
64,000
(1)
|
|
8
|
|
SHARED
VOTING
POWER
5,523,750
|
|
9
|
|
SOLE
DISPOSITIVE
POWER
64,000
(1)
|
|
10
|
|
SHARED
DISPOSITIVE
POWER
5,523,750
|
|
11
|
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
5,587,750
|
|
12
|
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN
SHARES*
|
|
|
13
|
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW
11
10.57
%
(2)
|
|
14
|
|
TYPE
OF REPORTING
PERSON
IN
|
|
(1)
|
This
includes 25,000 shares of common stock held by Mr. Herman and
39,000
shares of common stock in his Individual Retirement
Accounts.
|
(2)
|
On
the basis of 52,871,973 shares of Common Stock reported by the Company
to
be issued and outstanding as of November 16, 2007 in the Company’s latest
Quarterly Report on Form 10-Q, as filed with the Securities and Exchange
Commission on November 16,
2007.
|
*SEE
INSTRUCTIONS BEFORE FILLING OUT!
1
|
|
NAMES
OF REPORTING PERSONS
I.R.S.
IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES
ONLY)
Bruce
Galloway
N
/A
|
|
2
|
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
|
(a)
o
(b)
x
|
|
|
|
CHECK
BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT
TO ITEM 2(d) or 2 (e)
|
o
|
|
6
|
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
United
States
|
|
NUMBER
OF
SHARES
BENEFICIALLY
OWNED
BY
EACH
REPORTING
PERSON
WITH
|
7
|
|
SOLE
VOTING
POWER
1,276,626
|
|
8
|
|
SHARED
VOTING
POWER
5,523,750
|
|
9.
|
|
SOLE
DISPOSITIVE
POWER
1,276,626
|
|
10
|
|
SHARED
DISPOSITIVE
POWER
5,523,750
|
|
11
|
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
6,800,376
|
|
12
|
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN
SHARES*
|
|
|
13
|
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW
11
12.86
%
(2)
|
|
14
|
|
TYPE
OF REPORTING
PERSON
IN
|
|
(1)
|
This
include1,108,626
shares of Common Stock held by Mr. Galloway’s IRA, 70,000 shares of Common
Stock held by Mr. Galloway’s son for which Mr. Galloway has the power to
vote and dispose, 98,000 by RexonGalloway Capital Growth, LLC
for which
Mr. Galloway retains investment and voting
discretion.
|
(2)
|
On
the
basis of 52,871,973 shares of Common Stock reported by the Company
to be
issued and outstanding as of November 16, 2007 in the Company’s latest
Quarterly Report on Form 10-Q, as filed with the Securities and
Exchange
Commission on Npvember 16,
2007.
|
*SEE
INSTRUCTIONS BEFORE FILLING OUT!
Item
1.
|
Security
and Issuer.
|
The
class
of equity securities to which this statement relates is the common stock, no
par
value, (the “Common Stock”) of Infosearch Media, Inc., a Delaware corporation,
(the “Company”). The principal executive offices of the Company are located at
4086 Del Rey Avenue, Marina Del Rey, California 90292.
Item
2.
|
Identity
and Background.
|
This
statement is being filed jointly by Strategic Turnaround Equity Partners, L.P.
(Cayman), Galloway Capital Management LLC, Bruce Galloway and Gary L. Herman
(collectively, the “Reporting Persons”).
Strategic
Turnaround Equity Partners, L.P. (Cayman), is a Delaware limited liability
partnership and is a fund focused on investing primarily in undervalued public
equities. Galloway Capital Management LLC is a Delaware limited liability
company principally engaged in serving as the general partner of Strategic
Turnaround Equity Partners, L.P. (Cayman). Gary L. Herman and Bruce Galloway
are
citizens of the United States, managing members of Galloway Capital Management
LLC and Mr. Galloway is a holder of the majority of the membership interests
in
Galloway Capital Management LLC, and is a holder of the majority of the
partnership interests in Strategic Turnaround Equity Partners, L.P. (Cayman)
The
name
and positions of the executive officers and directors of each of the Reporting
Persons are set forth below. Other than as listed in Item 5 of this Report,
each
executive officer and director listed below disclaims beneficial ownership
of
the shares of Common Stock beneficially owned by the Reporting
Persons.
Strategic
Turnaround Equity Partners, L.P. (Cayman)
|
|
Cayman
Islands limited partnership
|
|
|
General
Partner - Galloway Capital
Management
LLC
|
|
|
|
Galloway
Capital Management LLC
|
|
Delaware
limited liability company
|
|
|
Managing
Member - Gary L. Herman
|
|
|
Managing
Member - Bruce Galloway
|
|
|
|
Bruce
Galloway
|
|
Citizenship
- United States
|
|
|
Managing
Member - Galloway Capital
Management
LLC
|
|
|
Managing
Member - Strategic Turnaround
Equity
Partners, L.P. (Cayman)
|
|
|
|
Gary
L. Herman
|
|
Citizenship
- United States
|
|
|
Managing
Member - Galloway Capital
Management
LLC
|
|
|
Managing
Member - Strategic Turnaround
Equity
Partners, L.P. (Cayman)
|
The
address of the principal business office of Strategic Turnaround Equity
Partners, L.P. (Cayman), Galloway Capital Management LLC, Bruce Galloway and
Gary Herman is c/o Strategic Turnaround Equity Partners, L.P. (Cayman), 720
Fifth Avenue, 10
th
Floor,
New York, New York 10019.
During
the last five years, neither the Reporting Persons nor any executive officer
or
director of the Reporting Persons have (i) been convicted in any criminal
proceeding or (ii) been a party to any civil proceeding of a judicial or
administrative body of competent jurisdiction as a result of which he was
subject to any judgment, decree or final order enjoining future violations
of,
or prohibiting or mandating activities subject to, federal or state securities
laws or finding any violation with respect to such laws.
Item
3.
|
Source
and Amount of Funds or Other
Consideration.
|
The
shares of Common Stock owned directly and indirectly by the Reporting Persons
were purchased with working capital of Strategic Turnaround Equity Partners,
L.P
(Cayman) and the personal investment capital of Mr. Galloway and his affiliates
and Mr. Herman.
Item
4.
|
Purpose
of Transaction.
|
All
of
the shares of Common Stock reported herein were acquired for investment
purposes. On each of the following dates and at the following prices per share,
Strategic Turnaround Equity Partners, L.P. (Cayman) made purchases and sells
of
Common Stock on the open market with its working capital:
Date
|
|
Number
of Shares Purchased
|
|
Price
Per Share
|
|
6/15/2007
|
|
|
10,000
|
|
|
4.44
|
|
6/29/2007
|
|
|
5,000
|
|
|
4.195
|
|
7/09/2007
|
|
|
4,200
|
|
|
4.48
|
|
7/10/2007
|
|
|
2,300
|
|
|
4.44
|
|
7/19/2007
|
|
|
400
|
|
|
4.41
|
|
On
each
of the following dates and at the following prices per share, Bruce Galloway
and
his affiliates made purchases and sells of Common Stock on the open market
with
his personal funds:
Date
|
|
Number
of Shares Purchased
|
|
Number
of Shares Sold
|
|
Price
Per Share
|
|
7/12/2007
|
|
|
|
|
|
7,200
|
|
|
4.509
|
|
7/13/2007
|
|
|
3,000
|
|
|
|
|
|
4.5627
|
|
7/16/2007
|
|
|
12,100
|
|
|
|
|
|
4.585
|
|
7/20/2007
|
|
|
6,500
|
|
|
|
|
|
4.395
|
|
7/30/2007
|
|
|
5,000
|
|
|
|
|
|
4.207
|
|
8/03/2007
|
|
|
2,300
|
|
|
|
|
|
3.98
|
|
8/15/2007
|
|
|
|
|
|
2100
|
|
|
3.9586
|
|
8/16/2007
|
|
|
|
|
|
33,500
|
|
|
3.9085
|
|
The
Reporting Persons purchased the Shares based on the Reporting Persons' belief
that the Shares, when purchased, were undervalued and represented an attractive
investment opportunity. Depending upon overall market conditions, other
investment opportunities available to the Reporting Persons, and the
availability of Shares at prices that would make the purchase of additional
Shares desirable, the Reporting Persons may endeavor to increase their position
in the Issuer through, among other things, the purchase of Shares on the open
market or in private transactions or otherwise, on such terms and at such times
as the Reporting Persons may deem advisable.
No
Reporting Person has any present plan or proposal which would relate to or
result in any of the matters set forth in subparagraphs (a) - (j) of Item 4
of
Schedule 13D except as set forth herein or such as would occur upon completion
of any of the actions discussed above. The Reporting Persons intend to review
their investment in the Issuer on a continuing basis and engage in discussions
with management and the Board of Directors of the Issuer concerning the
business, operations and future plans of the Issuer. Depending on various
factors including, without limitation, the Issuer's financial position and
investment strategy, the price of the Shares, conditions in the securities
markets and general economic and industry conditions, The Reporting Persons
may
in the future take such actions with respect to its investment in the Issuer
as
it deems appropriate including, without limitation, seeking Board
representation, making proposals to the Issuer concerning changes to the
capitalization, ownership structure or operations of the Issuer, purchasing
additional Shares, selling some or all of its Shares, engaging in short selling
of or any hedging or similar transaction with respect to the Shares or changing
its intention with respect to any and all matters referred to in Item
4.
Item
5.
|
Interest
in Securities of the
Issuer.
|
(a)
and
(b)
As
of the
date hereof, Strategic Turnaround Equity Partners, L.P. (Cayman), Galloway
Capital Management LLC (as the general partner of Strategic Turnaround Equity
Partners, L.P. (Cayman)), Bruce Galloway and Gary L. Herman (as a Managing
Members of Galloway Capital Management LLC) are deemed to beneficially own
an
aggregate of 5,523,750 shares of Common Stock, representing approximately 10.44%
of the number of shares of Common Stock stated to be outstanding by the Company
in its Quarterly Report on Form 10-Q, as filed with the Securities and Exchange
Commission on November 16, 2007. Strategic Turnaround Equity Partners, L.P.
(Cayman) is deemed to be the direct beneficial owner of 5,523,750 shares of
Common Stock. Galloway Capital Management LLC is deemed to be the indirect
beneficial owner of 5,523,750 shares of Common Stock. Bruce Galloway and Gary
L.
Herman are deemed to be the indirect beneficial owners of 5,523,750 shares
of
Common Stock. Each of Galloway Capital Management LLC, Bruce Galloway and Gary
L. Herman disclaim beneficial ownership of the shares of Common Stock directly
beneficially owned by Strategic Turnaround Equity Partners, L.P. (Cayman)
(except for (i) the indirect interest of Galloway Capital Management LLC by
virtue of being the general partner of Strategic Turnaround Equity Partners,
L.P. (Cayman), (ii) the indirect interests of Bruce Galloway and Gary L. Herman
by virtue of being members of Galloway Capital Management LLC, and (iii) the
indirect interests of Bruce Galloway and Gary L. Herman by virtue of being
limited partners of Strategic Turnaround Equity Partners, L.P. (Cayman).
Galloway Capital Management LLC, Gary L. Herman and Bruce Galloway have shared
power to direct the vote and shared power to direct the disposition of these
shares of Common Stock.
Of
the
total 1,276,626 shares of common stock directly reported by Mr. Galloway,
1,108,626 shares of Common stock are held by Mr. Galloway’s Individual
Retirement Account, 70,000 shares of Common Stock are held by Mr. Galloway’s son
for which Mr. Galloway has the power to vote and dispose, and 98,000 shares
of
Common Stock
are
held
by RexonGalloway Capital Growth, an investment company in which Mr. Galloway
is
a member and for which Mr. Galloway retains investment and voting discretion.
Of
the
total of 64,000 shares of common stock reported by Mr. Herman, 25,000 shares
are
directly beneficially owned by Mr. Herman and 39,000 are held by Mr. Herman’s
retirement acconts.
(c)
Other
than as set forth in this Report, the Reporting Persons and the executive
officers and directors listed in Item 2 have not effected any transactions
in
the shares of the Company’s equity securities within the past 60
days.
(d)
Not
applicable.
(e)
Not
applicable.
Item
6.
|
Contracts,
Arrangements, Understandings or Relationships With the
Issuer.
|
Except
as
described herein, there are no contracts, arrangements, understandings or
relationships (legal or otherwise) between the Reporting Persons named in Item
2
hereof and any person with respect to any securities of the Company, including
but not limited to transfer or voting of any other securities, finder’s fees,
joint ventures, loan or option arrangements, puts or calls, guarantees of
profits, divisions of profits or loss, or the giving or withholding of
proxies.
Item
7.
|
Material
to be Filed as Exhibits.
|
Exhibit
A:
|
Joint
Filing Agreement
|
SIGNATURE
After
reasonable inquiry and to the best of my knowledge and belief, I certify that
the information set forth in this statement is true, complete and
correct.
|
|
|
|
Strategic
Turnaround Equity Partners, L.P. (Cayman)
|
|
|
|
December
10, 2007
|
By:
|
/s/
Gary
Herman
|
|
Name:
Gary Herman
|
|
Title:
Managing Member of Galloway Capital
|
|
Management LLC, the General Partner of Strategic
Turnaround Equity Partners, L.P.
(Cayman)
|
|
|
|
|
Galloway
Capital Management, LLC
|
|
|
|
December
10, 2007
|
By:
|
/s/
Bruce Galloway
|
|
Name:
Bruce Galloway
|
|
Title:
Managing Member
|
|
|
|
|
Gary L.
Herman
|
|
|
|
|
|
|
December
10,
2007
|
/s/
Gary L. Herman
|
|
|
|
|
Bruce
Galloway
|
|
|
|
|
|
|
December
10,
2007
|
/s/
Bruce Galloway
|
The
original statement shall be signed by each person on whose behalf the statement
is filed or his authorized representative. If the statement is signed on behalf
of a person by his authorized representative (other than an executive officer
or
general partner of the filing person), evidence of the representative’s
authority to sign on behalf of such person shall be filed with the statement,
provided
,
however
,
that a
power of attorney for this purpose which is already on file with the Commission
may be incorporated by reference. The name and any title of each person who
signs the statement shall be typed or printed beneath his
signature.
Attention.
Intentional
misstatements or omissions of fact constitute Federal criminal violations
(
See
18
U.S.C.
1001).
EXHIBIT
A
JOINT
FILING AGREEMENT
In
accordance with Rule 13d-1(k)(1) under the Securities Exchange Act of 1934,
as
amended, each other undersigned parties hereby agree to file jointly this
Schedule 13D (including any amendments thereto) with respect to the Common
Stock
of Digital Creative Development Corporation. It is understood and agreed that
each of the parties hereto is responsible for the timely filing of this Schedule
13D and any amendments thereto, and for the completeness and accuracy of
information concerning another party unless such party knows or has reason
to
believe that such information is inaccurate.
It
is
understood and agreed that a copy of this agreement shall be attached as an
exhibit to Schedule 13D, and any amendments thereto, filed on behalf of the
parties hereto.
Dated:
December
10,
2007
Dated:
August 3, 2007
|
|
|
|
Strategic
Turnaround Equity Partners, L.P. (Cayman)
|
|
|
|
|
By:
|
/s/ Gary
Herman
|
|
Name:
Gary Herman
|
|
Title:
Managing Member of Galloway Capital
|
|
Management, LLC, the General Partner of Strategic
|
|
Turnaround
Equity Partners, L.P. (Cayman)
|
|
|
|
|
Galloway
Capital Management, LLC
|
|
|
|
|
By:
|
/s/
Bruce Galloway
|
|
Title:
Managing Member
|
|
|
|
Gary L. Herman
|
|
|
|
Bruce
Galloway
|
Name:
Bruce Gal
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