-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, LpL0+swX1BhzRq4mTRhypsRVULivkqtXBMqRUxwGQcsyTToZ1UCuPUuAkwAEgNJ2 Yy2u6Kxz5xCuaLg0AVpYQQ== 0001144204-08-009550.txt : 20080214 0001144204-08-009550.hdr.sgml : 20080214 20080214163114 ACCESSION NUMBER: 0001144204-08-009550 CONFORMED SUBMISSION TYPE: SC 13G/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20080214 DATE AS OF CHANGE: 20080214 GROUP MEMBERS: JAY A. WOLF GROUP MEMBERS: ROBERT S. ELLIN GROUP MEMBERS: TRINAD ADVISORS II, LLC GROUP MEMBERS: TRINAD CAPITAL LP GROUP MEMBERS: TRINAD MANAGEMENT, LLC SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: Organic To Go Food CORP CENTRAL INDEX KEY: 0001014343 STANDARD INDUSTRIAL CLASSIFICATION: RETAIL-EATING PLACES [5812] IRS NUMBER: 582044990 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-47317 FILM NUMBER: 08617092 BUSINESS ADDRESS: STREET 1: 3317 THIRD AVENUE SOUTH, CITY: SEATTLE, STATE: WA ZIP: 98134 BUSINESS PHONE: (206) 838-4670 MAIL ADDRESS: STREET 1: 3317 THIRD AVENUE SOUTH, CITY: SEATTLE, STATE: WA ZIP: 98134 FORMER COMPANY: FORMER CONFORMED NAME: SP Holding CORP DATE OF NAME CHANGE: 20050728 FORMER COMPANY: FORMER CONFORMED NAME: SPEEDCOM WIRELESS CORP DATE OF NAME CHANGE: 20001018 FORMER COMPANY: FORMER CONFORMED NAME: LTI HOLDINGS INC DATE OF NAME CHANGE: 19990813 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: Trinad Capital Master Fund Ltd. CENTRAL INDEX KEY: 0001346370 IRS NUMBER: 980447604 STATE OF INCORPORATION: E9 FILING VALUES: FORM TYPE: SC 13G/A BUSINESS ADDRESS: STREET 1: 2121 AVENUE OF THE STARS, SUITE 1650 CITY: LOS ANGELES STATE: CA ZIP: 90049 BUSINESS PHONE: 310-601-2500 MAIL ADDRESS: STREET 1: 2121 AVENUE OF THE STARS, SUITE 1650 CITY: LOS ANGELES STATE: CA ZIP: 90049 SC 13G/A 1 v103871_sc13ga.htm
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549

SCHEDULE 13G

Under the Securities Exchange Act of 1934
(AMENDMENT NO. 1)*

ORGANIC TO GO FOOD CORPORATION

(Name of Issuer)

Common Stock, $0.001 par value per share and Common Stock Warrants

(Title of Class of Securities)

68618K106

(CUSIP Number)

February 14, 2008

(Date of Event Which Requires Filing of this Statement)

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
 
o
Rule 13d-1(b)
x
Rule 13d-1(c)
o
Rule 13d-1(d)
 
*The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page.
 
The information required in the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).
 
 
 

 
 
CUSIP No. 68618K106
1
 
NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
 
Trinad Capital Master Fund, Ltd. 98-0447604
 
2
 
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a)
(b)X (joint filers)
3
 
SEC USE ONLY
4
 
CITIZENSHIP OR PLACE OF ORGANIZATION
 
Cayman Islands
 
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
 
5
 
SOLE VOTING POWER
 
6
 
SHARED VOTING POWER
 
1,185,190(1)
 
7
 
SOLE DISPOSITIVE POWER
 
8
 
SHARED DISPOSITIVE POWER
 
1,185,190 (1)
 
9
 
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
1,185,190 (1)
 
10
 
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
[__] (See Instructions)
11
 
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
 
4.19%
12
 
TYPE OF REPORTING PERSON (See Instructions)
 
CO
 
(1) See response to Item 4.
 
 
 

 
 
CUSIP No. 68618K106
1
 
NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
 
Trinad Management, LLC 20-0591302
 
2
 
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a)
(b)X (joint filers)
3
 
SEC USE ONLY
4
 
CITIZENSHIP OR PLACE OF ORGANIZATION
 
Delaware
 
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
 
5
 
SOLE VOTING POWER
 
6
 
SHARED VOTING POWER
 
1,185,190 (1)
 
7
 
SOLE DISPOSITIVE POWER
 
8
 
SHARED DISPOSITIVE POWER
 
1,185,190 (1)
 
9
 
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
1,185,190 (1)
 
10
 
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
[__](See Instructions)
11
 
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
 
4.19%
12
 
TYPE OF REPORTING PERSON (See Instructions)
 
IA
 
(1) See response to Item 4.
 
 
 

 
 
CUSIP No. 68618K106
1
 
NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
Trinad Capital LP 20-0593276
 
2
 
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a)
(b)X (joint filers)
 
3
 
SEC USE ONLY
4
 
CITIZENSHIP OR PLACE OF ORGANIZATION
 
Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
 
5
 
SOLE VOTING POWER
 
6
 
SHARED VOTING POWER
 
971,855.8 (1)
 
7
 
SOLE DISPOSITIVE POWER
 
8
 
SHARED DISPOSITIVE POWER
 
971,855.8 (1)
 
9
 
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
971,855.8 (1)
 
10
 
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
[__](See Instructions)
11
 
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
 
3.45%
12
 
TYPE OF REPORTING PERSON (See Instructions)
 
PN
 
(1) See response to Item 4.
 
 
 

 
 
CUSIP No. 68618K106
1
 
NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
 
Trinad Advisors II, LLC 20-8107048
 
2
 
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a)
(b)X (joint filers)
3
 
SEC USE ONLY
4
 
CITIZENSHIP OR PLACE OF ORGANIZATION
 
Delaware
 
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
 
5
 
SOLE VOTING POWER
 
6
 
SHARED VOTING POWER
 
971,855.8 (1)
 
7
 
SOLE DISPOSITIVE POWER
 
8
 
SHARED DISPOSITIVE POWER
 
971,855.8 (1)
 
9
 
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
971,855.8 (1)
 
10
 
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
[__](See Instructions)
11
 
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
 
3.45%
12
 
TYPE OF REPORTING PERSON (See Instructions)
 
OO
 
(1) See response to Item 4.
 
 
 

 
 
CUSIP No. 68618K106
1
 
NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
 
Robert S. Ellin
 
2
 
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a)
(b)X (joint filers)
3
 
SEC USE ONLY
4
 
CITIZENSHIP OR PLACE OF ORGANIZATION
 
United States
 
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
 
5
 
SOLE VOTING POWER
 
6
 
SHARED VOTING POWER
 
1,185,190 (1)
 
7
 
SOLE DISPOSITIVE POWER
 
8
 
SHARED DISPOSITIVE POWER
 
1,185,190 (1)
 
9
 
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
1,185,190 (1)
 
10
 
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
[__](See Instructions)
11
 
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
 
4.19%
12
 
TYPE OF REPORTING PERSON (See Instructions)
 
IN
 
(1) See response to Item 4.
 
 
 

 
 
CUSIP No. 68618K106
1
 
NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
 
Jay A. Wolf
 
2
 
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a)
(b)X (joint filers)
3
 
SEC USE ONLY
4
 
CITIZENSHIP OR PLACE OF ORGANIZATION
 
United States
 
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
 
5
 
SOLE VOTING POWER
 
6
 
SHARED VOTING POWER
 
1,185,190 (1)
 
7
 
SOLE DISPOSITIVE POWER
 
8
 
SHARED DISPOSITIVE POWER
 
1,185,190 (1)
 
9
 
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
1,185,190 (1)
 
10
 
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
[__](See Instructions)
11
 
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
 
4.19%
12
 
TYPE OF REPORTING PERSON (See Instructions)
 
IN
 
(1) See response to Item 4.
 
 
 

 
CUSIP No. 68618K106

 
Item 1.
 
(a) Name of Issuer
 
Organic To Go Food Corporation (the "Issuer")
 
(b) Address of Issuer's Principal Executive Offices
 
3317 Third Ave., South, Seattle, Washington 98134
 
Item 2.
 
(a) Name of Person Filing
 
Trinad Capital Master Fund, Ltd.
Trinad Capital LP
Trinad Management, LLC
Trinad Advisors II, LLC
Robert S. Ellin
Jay A. Wolf
 
(b) Address of Principal Business Office or, if none, Residence
 
The address of the principal business office of Trinad Capital Master Fund, Ltd, Trinad Capital LP, Trinad Management, LLC, Trinad Advisors II, LLC, Robert S. Ellin and Jay A. Wolf is 2121 Avenue of the Stars, Suite 2550, Los Angeles, California 90067.
 
(c) Citizenship
 
Trinad Capital Master Fund, Ltd. - Cayman Islands
 
Trinad Capital LP - Delaware
 
Trinad Management, LLC - Delaware
 
Trinad Advisors II, LLC - Delaware
 
Robert S. Ellin - United States
 
Jay A. Wolf - United States
 
(d) Title of Class of Securities
 
Common Stock, par value $0.001 per share (the “Common Stock”) and Common Stock warrants.
 
(e) CUSIP Number
 
78465L206
 
 
 

 
CUSIP No. 68618K106
 
Item 3. 
 
 
If this statement is filed pursuant to §§240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:
 
(a) [ ] Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o).
 
(b) [ ] Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c).
 
(c) [ ] Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c).
 
(d) [ ] Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C 80a-8).
 
(e) [ ] An investment adviser in accordance with §240.13d-1(b)(1)(ii)(E);
 
(f) [ ] An employee benefit plan or endowment fund in accordance with §240.13d-1(b)(1)(ii)(F);
 
(g) [ ] A parent holding company or control person in accordance with §240.13d-1(b)(1)(ii)(G);
 
(h) [ ] A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
 
(i) [ ] A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);
 
(j) [ ] Group, in accordance with §240.13d-1(b)(1)(ii)(J).
 
 
Not applicable.
 
 
 

 
CUSIP No. 68618K106
 
Item 4. Ownership
 
(a) Amount beneficially owned:
 
Trinad Capital Master Fund, Ltd
1,185,190(1)
Trinad Management, LLC
1,185,190(1)
Trinad Capital LP
971,855.8(1)(2)
Trinad Advisors II, LLC
971,855.8(1)(2)
Robert S. Ellin
1,185,190 (1)
Jay A. Wolf
1,185,190 (1)
 
(1) Consists of 644,835 shares of Common Stock and 540,355 shares of Common Stock issuable pursuant to warrants held by the Reporting Persons.
 
(2) As of December 31, 2007, Trinad Capital LP (the owner of 82% of the issued and outstanding shares of the Trinad Capital Master Fund, Ltd.) and Trinad Advisors II, LLC (the general partner of Trinad Capital LP), are each deemed the beneficial owner of 82% of the shares of the 1,185,190 shares of the Common Stock held by Trinad Capital Master Fund, Ltd.
 
(b) Percent of Class
 
Trinad Capital Master Fund, Ltd
4.19%
Trinad Management, LLC
4.19%
Trinad Capital LP
3.45%
Trinad Advisors II, LLC
3.45%
Robert S. Ellin
4.19%
Jay A. Wolf
4.19%
 
The percentages used herein and are calculated based on the 28,298,681 shares of Common Stock (27,758,326 shares of common stock and options and warrants to purchase a total of 540,355 shares of Common Stock) reported by the Company to be issued and outstanding as of November 12, 2007 in the Company's latest Form 424B3, as filed with the Securities and Exchange Commission on December 11, 2007.
 
(c) Number of shares as to which the person has:
 
(i) Sole power to vote or to direct the vote:
 
0
 
(ii) Shared power to vote or to direct the vote:
 
1,185,190
 
(iii) Sole power to dispose or to direct the disposition of:
 
0
 
 
 

 
CUSIP No. 68618K106
 
(iv) Shared power to dispose or to direct the disposition:
 
1,185,190
 
Trinad Management, LLC serves as investment adviser to Trinad Capital Master Fund, Ltd. and Trinad Capital LP. By reason of such relationship Trinad Management, LLC may be deemed to share voting and dispositive power over the shares of Common Stock owned directly by Trinad Capital Master Fund, Ltd. Trinad Management, LLC disclaims beneficial ownership of the shares of Common Stock listed as beneficially owned by Trinad Capital Master Fund, Ltd.
 
Robert S. Ellin serves as portfolio manager and the managing member of Trinad Advisors II, LLC; Trinad Advisors II, LLC is the general partner of Trinad Capital LP, a principal stockholder of Trinad Capital Master Fund, Ltd., and the managing member of Trinad Management, LLC, the manager of the Trinad Capital Master Fund, Ltd. Jay A. Wolf serves as portfolio manager and a managing director of Trinad Management, LLC; the manager of the Trinad Capital Master Fund, Ltd. and managing director of Trinad Advisors II, LLC; Trinad Advisors II, LLC is the general partner of Trinad Capital LP, a principal stockholder of Trinad Capital Master Fund, Ltd. By reason of such relationships Robert S. Ellin and Jay A. Wolf may be deemed to share voting and dispositive power over the shares of common stock listed as beneficially owned by Trinad Capital Master Fund, Ltd. Robert S. Ellin and Jay A. Wolf disclaim beneficial ownership of the shares of common stock listed as beneficially owned by Trinad Capital Master Fund, Ltd. or any other person reporting on the schedule
 
Item 5. Ownership of Five Percent or Less of a Class
 
If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than 5 percent of the class of securities, check the following [Ö]..
 
Item 6  Ownership of More than Five Percent on Behalf of Another Person
 
Not Applicable.
 
Item 7 Identification and Classification of the Subsidiary Which Acquired the Security Be Reported on by the Parent Holding Company:
 
Not Applicable.
 
Item 8 Identification and Classification of Members of the Group:
 
Not Applicable.
 
Item 9. Notice of Dissolution Of Group:
 
Not Applicable.
 
Item 10. Certification:
 
By signing below each signatory certifies that, to the best of its knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the Issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having a purpose or effect.
 
 
 

 
CUSIP No. 68618K106
 
Exhibits:
 
Exhibit 1: Joint Filing Agreement, dated as of February 14, 2008, by and among Trinad Capital Master Fund, Ltd, Trinad Capital LP, Trinad Management, LLC, Trinad Advisors II, LLC, Robert S. Ellin and Jay A. Wolf
 
 
 
 
 
 
 
 
 
 
 
 
 

 
CUSIP No. 68618K106
 
 
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.
 
TRINAD CAPITAL MASTER FUND, LTD.       TRINAD MANAGEMENT, LLC
a Cayman Islands exempted company      
a Delaware limited liability company
           
           
By: /s/ Robert S. Ellin     By: /s/ Robert S. Ellin
 
Robert S. Ellin, Director
     
Robert S. Ellin, Managing Member
           
Date: February 14, 2008     Date: February 14, 2008
 
TRINAD CAPITAL LP        
a Delaware limited partnership      
 
         
By: TRINAD ADVISORS II, LLC       TRINAD ADVISORS II, LLC
a Delaware limited liability company       a Delaware limited liability company
As its General Partner        
           
           
By: /s/ Robert S. Ellin     By: /s/ Robert S. Ellin
 
Robert S. Ellin, Managing Member
     
Robert S. Ellin, Managing Member
           
Date: February 14, 2008     Date: February 14, 2008
 
By: /s/ Robert S. Ellin     By: /s/ Jay A. Wolf
 
Robert S. Ellin, an individual
     
Jay A. Wolf, an individual
           
Date: February 14, 2008     Date: February 14, 2008
 

--------------------------------
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).
 
 
 

 
CUSIP No. 68618K106
 
 
EXHIBIT 1
JOINT FILING AGREEMENT
PURSUANT TO RULE 13D-1(k)

The undersigned acknowledge and agree that the foregoing statement on Schedule 13G is filed on behalf of each of the undersigned and that all subsequent amendments to this statement on Schedule 13G shall be filed on behalf of each of the undersigned without the necessity of filing additional joint acquisition statements. The undersigned acknowledge that each shall be responsible for the timely filing of such amendments, and for the completeness and accuracy of the information concerning him or it contained therein, but shall not be responsible for the completeness and accuracy of the information concerning the others, except to the extent that he or it knows or has reason to believe that such information is inaccurate.
 
 
TRINAD CAPITAL MASTER FUND, LTD.       TRINAD MANAGEMENT, LLC
a Cayman Islands exempted company      
a Delaware limited liability company
           
           
By: /s/ Robert S. Ellin     By: /s/ Robert S. Ellin
 
Robert S. Ellin, Director
     
Robert S. Ellin, Managing Member
           
Date: February 14, 2008     Date: February 14, 2008
 
TRINAD CAPITAL LP        
a Delaware limited partnership      
 
         
By: TRINAD ADVISORS II, LLC       TRINAD ADVISORS II, LLC
a Delaware limited liability company       a Delaware limited liability company
As its General Partner        
           
           
By: /s/ Robert S. Ellin     By: /s/ Robert S. Ellin
 
Robert S. Ellin, Managing Member
     
Robert S. Ellin, Managing Member
           
Date: February 14, 2008     Date: February 14, 2008
 
By: /s/ Robert S. Ellin     By: /s/ Jay A. Wolf
 
Robert S. Ellin, an individual
     
Jay A. Wolf, an individual
           
Date: February 14, 2008     Date: February 14, 2008
 
 
 
 

 
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