SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person* ELLIN ROBERT S (Last) (First) (Middle) 153 EAST 53RD STREET, 48TH FLOOR (Street) NEW YORK NY 10022 (City) (State) (Zip)	2. Date of Event Requiring Statement (Month/Day/Year) 11/16/2005	3. Issuer Name and Ticker or Trading Symbol MAJESCO ENTERTAINMENT CO [ COOL ]
		4. Relationship of Reporting Person(s) to Issuer (Check all applicable) Director X 10% Owner Officer (give title below) Other (specify below)	5. If Amendment, Date of Original Filed (Month/Day/Year)
			6. Individual or Joint/Group Filing (Check Applicable Line) X Form filed by One Reporting Person Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Stock, par value $.001 per share	81,512(1)	D
Common Stock, par value $.001 per share	81,442(2)	I	By the Robert S. Ellin Profit Sharing Plan
Common Stock, par value $.001 per share	1,843,745(3)(4)	I	By Trinad Capital Master Fund Ltd.
Common Stock, par value $.001 per share	225,456(5)	I	By Atlantis Equities, Inc.

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
	Date Exercisable	Expiration Date	Title	Amount or Number of Shares

Explanation of Responses:

1. Includes 47,656 shares of Common Stock held directly by Mr. Ellin?s spouse, Nancy J. Ellin. Mr. Ellin disclaims all beneficial ownership of such shares except to the extent of his pecuniary interest therein.

2. Represents shares held by the Robert S. Ellin Profit Sharing Plan. Mr. Ellin disclaims all beneficial ownership of such shares except to the extent of his pecuniary interest therein.

3. Represents shares held by Trinad Capital Master Fund Ltd. (the ?Fund?). Mr. Ellin is the managing member of Trinad Advisors GP, LLC, the general partner of a principal stockholder of the Fund, and is also a limited partner of the Fund. Mr. Ellin disclaims all beneficial ownership of such shares except to the extent of his pecuniary interest therein.

4. The Reporting Person unknowingly crossed the 10% threshold via the Fund?s purchase of 14,800 shares of Common Stock on November 16, 2005.

5. Represents shared held directly by Atlantis Equities, Inc., of which Mr. Ellin?s spouse, Nancy J. Ellin, is the sole stockholder. Mr. Ellin disclaims all beneficial ownership of such shares except to the extent of his pecuniary interest therein.

Remarks:

	/s/ Robert S. Ellin	02/24/2006
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 5 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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