-----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, TQMDEPqWxR9L3L9JqMcETZx1Rk/KbEkv4Dy0KsY1knmNhjTWceWV+Owz6Tmc7RII SPBJc4nKa54ZM6AvJROcQg== 0000922423-05-001171.txt : 20050725 0000922423-05-001171.hdr.sgml : 20050725 20050725170545 ACCESSION NUMBER: 0000922423-05-001171 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20050725 DATE AS OF CHANGE: 20050725 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: MAJESCO ENTERTAINMENT CO CENTRAL INDEX KEY: 0001076682 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-PREPACKAGED SOFTWARE [7372] IRS NUMBER: 061529524 STATE OF INCORPORATION: DE FISCAL YEAR END: 1031 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-56967 FILM NUMBER: 05971928 BUSINESS ADDRESS: STREET 1: 160 RARITAN CENTER PARKWAY STREET 2: SUITE 1 CITY: EDISON STATE: NJ ZIP: 08837 BUSINESS PHONE: 7328727490 MAIL ADDRESS: STREET 1: PO BOX 6570 CITY: EDISON STATE: NJ ZIP: 08818 FORMER COMPANY: FORMER CONFORMED NAME: MAJESCO HOLDINGS INC DATE OF NAME CHANGE: 20040416 FORMER COMPANY: FORMER CONFORMED NAME: CONNECTIVCORP DATE OF NAME CHANGE: 20010815 FORMER COMPANY: FORMER CONFORMED NAME: SPINROCKET COM INC DATE OF NAME CHANGE: 20000502 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: Trinad Capital L.P. CENTRAL INDEX KEY: 0001289378 IRS NUMBER: 200593276 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 153 EAST 53RD ST. STREET 2: 48TH FLOOR CITY: NEW YORK STATE: X1 ZIP: 10022 BUSINESS PHONE: 212 521 5180 MAIL ADDRESS: STREET 1: 153 EAST 53RD ST. STREET 2: 48TH FLOOR CITY: NEW YORK STATE: X1 ZIP: 10022 SC 13D/A 1 kl00746_sc13d-a.txt SCHEDULE 13D AMENDMENT NO. 1 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D (Rule 13d-101) (Amendment No. 1) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULE 13d- 1(A) AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2(a) Majesco Entertainment Company ----------------------------- (Name of Issuer) Common Stock ------------ (Title of Class of Securities) 87305U102 --------- (CUSIP Number) Trinad Capital Master Fund Ltd. 153 East 53rd Street, 48th Floor New York, N.Y. 10022 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) July 13, 2005 ------------- (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 which is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(e), 13d-1(f), or 13d-1(g), check the following box: |_|. SCHEDULE 13D/A CUSIP No. 87305U102 - ------------------- 1) NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Trinad Capital Master Fund Ltd. ______________________________________________________________________________ 2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ] (b) [ ] ______________________________________________________________________________ 3) SEC USE ONLY ______________________________________________________________________________ 4) SOURCE OF FUNDS OO ______________________________________________________________________________ 5) CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) |_| ______________________________________________________________________________ 6) CITIZENSHIP OR PLACE OF ORGANIZATION Delaware ______________________________________________________________________________ 7) SOLE VOTING POWER NUMBER OF SHARES ____________________________________________________________ BENEFICIALLY 8) SHARED VOTING POWER OWNED BY 1,273,600 EACH ____________________________________________________________ REPORTING 9) SOLE DISPOSITIVE POWER PERSON WITH ____________________________________________________________ 10) SHARED DISPOSITIVE POWER 1,273,600 ______________________________________________________________________________ 11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,273,600 ______________________________________________________________________________ 12) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES |_| ______________________________________________________________________________ 13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 5.66% ______________________________________________________________________________ 14) TYPE OF REPORTING PERSON PN ______________________________________________________________________________ SCHEDULE 13D/A CUSIP No. 87395U102 - ------------------- 1) NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Robert S. Ellin ______________________________________________________________________________ 2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ] (b) [ ] ______________________________________________________________________________ 3) SEC USE ONLY ______________________________________________________________________________ 4) SOURCE OF FUNDS OO ______________________________________________________________________________ 5) CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) |_| ______________________________________________________________________________ 6) CITIZENSHIP OR PLACE OF ORGANIZATION United States of America ______________________________________________________________________________ 7) SOLE VOTING POWER NUMBER OF 33,856 SHARES ____________________________________________________________ BENEFICIALLY 8) SHARED VOTING POWER OWNED BY 1,941,011(1) EACH ____________________________________________________________ REPORTING 9) SOLE DISPOSITIVE POWER PERSON 33,856 WITH ____________________________________________________________ 10) SHARED DISPOSITIVE POWER 1,941,011(1) ______________________________________________________________________________ 11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,974,867(1) ______________________________________________________________________________ 12) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES |_| ______________________________________________________________________________ 13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 8.78% ______________________________________________________________________________ 14) TYPE OF REPORTING PERSON IN ______________________________________________________________________________ - --------------------- (1) Includes (A) 1,273,600 shares of Common Stock owned by the Trinad Capital Master Fund Ltd. (the "Fund"); (B) 47,656 shares of Common Stock owned directly by Nancy J. Ellin, the spouse of Robert S. Ellin; (C) 225,456 shares of Common Stock and 262,857 shares of Common Stock underlying presently exercisable warrants that are owned directly by Atlantis Equities, Inc., a Delaware corporation of which Nancy J. Ellin is the sole stockholder ("Atlantis"); (D) 81,442 shares of Common Stock owned by the Robert S. Ellin Profit Sharing Plan (the "Plan") and (E) 50,000 shares of Common Stock owned by the Robert S. Ellin Family 1997 Trust (the "Trust"). Mr. Ellin disclaims any beneficial ownership of shares of Common Stock held by the Fund except to the extent of (1) his indirect beneficial ownership as the managing member of Trinad Advisors GP, LLC, the general partner of a principal stockholder of the Fund, and (2) his indirect beneficial ownership as a limited partner of the Fund. Mr. Ellin also disclaims any beneficial ownership of shares of Common Stock owned directly by Mrs. Ellin, Atlantis, the Plan and the Trust. SCHEDULE 13D/A CUSIP No. 87395U102 - ------------------- 1) NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Nancy J. Ellin _____________________________________________________________________________ 2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ] (b) [ ] ______________________________________________________________________________ 3) SEC USE ONLY ______________________________________________________________________________ 4) SOURCE OF FUNDS OO ______________________________________________________________________________ 5) CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) |_| ______________________________________________________________________________ 6) CITIZENSHIP OR PLACE OF ORGANIZATION United States of America ______________________________________________________________________________ 7) SOLE VOTING POWER NUMBER OF SHARES ____________________________________________________________ BENEFICIALLY 8) SHARED VOTING POWER OWNED BY 701,267(2) EACH ____________________________________________________________ REPORTING 9) SOLE DISPOSITIVE POWER PERSON WITH ____________________________________________________________ 10) SHARED DISPOSITIVE POWER 701,267(2) ______________________________________________________________________________ 11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 701,267(2) ______________________________________________________________________________ 12) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES |_| ______________________________________________________________________________ 13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 3.12% ______________________________________________________________________________ 14) TYPE OF REPORTING PERSON IN ______________________________________________________________________________ - --------------------- (2) Includes (A) 33,856 shares of Common Stock owned by Robert S. Ellin, Mrs. Ellin's spouse, (B) 225,456 shares of Common Stock and 262,857 shares of Common Stock underlying presently exercisable warrants that are owned directly by Atlantis, a company of which Mrs. Ellin is the sole stockholder; (C) 81,442 shares of Common Stock owned by the Plan, (D) 50,000 shares of Common Stock owned by the Trust and (E) 47,656 shares of Common Stock owned directly by Mrs. Ellin. Mrs. Ellin disclaims any beneficial ownership of shares of Common Stock owned individually by Mr. Ellin, and owned directly by Mr. Ellin, the Plan and the Trust. SCHEDULE 13D/A CUSIP No. 87395U102 - ------------------- 1) NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Atlantis Equities, Inc. ______________________________________________________________________________ 2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ] (b) [ ] ______________________________________________________________________________ 3) SEC USE ONLY ______________________________________________________________________________ 4) SOURCE OF FUNDS SC ______________________________________________________________________________ 5) CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) |_| ______________________________________________________________________________ 6) CITIZENSHIP OR PLACE OF ORGANIZATION New York ______________________________________________________________________________ 7) SOLE VOTING POWER NUMBER OF SHARES ____________________________________________________________ BENEFICIALLY 8) SHARED VOTING POWER OWNED BY 488,313(3) EACH ____________________________________________________________ REPORTING 9) SOLE DISPOSITIVE POWER PERSON WITH ____________________________________________________________ 10) SHARED DISPOSITIVE POWER 488,313(3) ______________________________________________________________________________ 11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 488,313(3) ______________________________________________________________________________ 12) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES |_| ______________________________________________________________________________ 13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 2.17% ______________________________________________________________________________ 14) TYPE OF REPORTING PERSON CO ______________________________________________________________________________ - -------------------- (3) Includes (A) 225,456 shares of Common Stock owned directly by Atlantis and (B) 262,857 shares of Common Stock underlying presently exercisable warrants that are owned directly by Atlantis. SCHEDULE 13D/A CUSIP No. 87395U102 - ------------------- 1) NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Robert S. Ellin Profit Sharing Plan ______________________________________________________________________________ 2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ] (b) [ ] ______________________________________________________________________________ 3) SEC USE ONLY ______________________________________________________________________________ 4) SOURCE OF FUNDS OO ______________________________________________________________________________ 5) CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) |_| ______________________________________________________________________________ 6) CITIZENSHIP OR PLACE OF ORGANIZATION United States of America ______________________________________________________________________________ 7) SOLE VOTING POWER NUMBER OF SHARES ____________________________________________________________ BENEFICIALLY 8) SHARED VOTING POWER OWNED BY 81,442 EACH ____________________________________________________________ REPORTING 9) SOLE DISPOSITIVE POWER PERSON WITH ____________________________________________________________ 10) SHARED DISPOSITIVE POWER 81,442 ______________________________________________________________________________ 11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 81,442 ______________________________________________________________________________ 12) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES |_| ______________________________________________________________________________ 13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 0.37% ______________________________________________________________________________ 14) TYPE OF REPORTING PERSON OO ______________________________________________________________________________ SCHEDULE 13D/A CUSIP No. 87395U102 - ------------------- 1) NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Robert S. Ellin Family 1997 Trust ______________________________________________________________________________ 2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ] (b) [ ] ______________________________________________________________________________ 3) SEC USE ONLY ______________________________________________________________________________ 4) SOURCE OF FUNDS OO ______________________________________________________________________________ 5) CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) |_| ______________________________________________________________________________ 6) CITIZENSHIP OR PLACE OF ORGANIZATION United States of America ______________________________________________________________________________ 7) SOLE VOTING POWER NUMBER OF SHARES ____________________________________________________________ BENEFICIALLY 8) SHARED VOTING POWER OWNED BY 50,000 EACH ____________________________________________________________ REPORTING 9) SOLE DISPOSITIVE POWER PERSON WITH ____________________________________________________________ 10) SHARED DISPOSITIVE POWER 50,000 ______________________________________________________________________________ 11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 50,000 ______________________________________________________________________________ 12) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES |_| ______________________________________________________________________________ 13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 0.22% ______________________________________________________________________________ 14) TYPE OF REPORTING PERSON OO ______________________________________________________________________________ The purpose of this Schedule 13D/A is to amend the Schedule 13D previously filed by the Reporting Persons on May 11, 2005 (the "Schedule 13D") to include the purchases of additional shares of Common Stock purchased by one or more of the Reporting Persons since the date of the Schedule 13D. Item 3. Source and Amount of Funds or Other Consideration. Since the date of the Schedule 13D, the Fund used $2,057,496.02 of investment capital to purchase an aggregate of 424,224 shares of Common Stock. Item 4. Purpose of Transaction. The shares of Common Stock owned by the Reporting Persons were acquired for investment purposes. The Reporting Persons have purchased and hold the shares of Common Stock reported by them for investment purposes. Trinad Capital Master Fund Ltd., one of the Reporting Persons, has sent letters to the Company's Board of Directors, requesting that certain actions be taken. To date, the Board has not taken any action with respect to the specific requests made by Trinad, on behalf of the Reporting Persons. The Reporting Persons have requested, and continue to request, that the Board immediately take the following actions: o Appoint two nominees of Trinad Capital to serve on the Company's Board; o immediately, separate the roles of Chairman and Chief Executive Officer by appointing a current, independent member of the Company's board of directors to serve as Chairman; o approve an amendment to the Company's certificate of incorporation to remove the classification of the Company's board into three classes of directors, thereby requiring that the entire Board be elected annually; and o in light of the current, languishing trading price for the Company's common stock, call for a stock repurchase of not less that $5 million in the aggregate; in the view of the Reporting Persons, such action would represent a sound investment and business decision for the Company at this time. The Reporting Persons may at any time, or from time to time, acquire additional shares of Common Stock or dispose of their shares of Common Stock, propose or pursue any of the foregoing actions or matters or change their intentions with respect to the matters referred to herein. Item 5. Interest in Securities of the Issuer. (a) As of the date hereof: (i) The Fund may be deemed to beneficially own 1,273,600 shares of Common Stock, representing approximately 5.66% of the outstanding shares of Common Stock. (ii) Robert S. Ellin may be deemed to beneficially own 1,974,867 shares of Common Stock, representing approximately 8.78% of the outstanding shares of Common Stock, including: (A) 33,856 shares of Common Stock owned directly by Robert S. Ellin; (B) 1,273,600 shares of Common Stock owned by the Fund; (C) 47,656 shares of Common Stock owned directly by Nancy J. Ellin, the spouse of Robert S. Ellin; (D) 225,456 shares of Common Stock and 262,857 shares of Common Stock underlying presently exercisable warrants that are owned directly by Atlantis, a Delaware corporation of which Nancy J. Ellin is the sole stockholder; (E) 81,442 shares of Common Stock owned by the Plan and (F) 50,000 shares of Common Stock owned by the Trust. Mr. Ellin disclaims any beneficial ownership of shares of Common Stock held by the Fund except to the extent of (1) his indirect beneficial ownership as the managing member of Trinad Advisors GP, LLC, the general partner of a principal stockholder of the Fund, and (2) his indirect beneficial ownership as a limited partner of the Fund. Mr. Ellin also disclaims any beneficial ownership of shares of Common Stock owned directly by Mrs. Ellin, Atlantis, the Plan and the Trust. (b) As of the date hereof: (i) The Fund has shared power to vote and dispose of 1,273,600 shares of Common Stock. (ii) Robert S. Ellin has sole power to vote and dispose of 33,856 shares of Common Stock and shared power to vote and dispose of 1,974,867 shares of Common Stock, reflecting, (A) 1,273,600 shares of Common Stock owned by the Fund; (b) 47,656 shares of Common Stock owned directly by Nancy J. Ellin, the spouse of Robert S. Ellin; (C) 225,456 shares of Common Stock and 262,857 shares of Common Stock underlying presently exercisable warrants that are owned directly by Atlantis; (D) 81,442 shares of Common Stock owned by the Plan and (E) 50,000 shares of Common Stock owned by the Trust. Mr. Ellin disclaims any beneficial ownership of shares of Common Stock held by the Fund except to the extent of (1) his indirect beneficial ownership as the managing member of Trinad Advisors GP, LLC, the general partner of a principal stockholder of the Fund, and (2) his indirect beneficial ownership as a limited partner of the Fund. Mr. Ellin also disclaims any beneficial ownership of shares of Common Stock owned directly by Mrs. Ellin, Atlantis, the Plan and the Trust. (c) The following Reporting Persons have effected the following transactions with respect to shares of the Common Stock since the date of the Schedule 13D: On March 23, 2005, the Fund purchased 12,000 shares of Common Stock through a privately negotiated transaction at a purchase price of $10.0000 per share. On May 4, 2005, the Fund purchased 14,900 shares of Common Stock through an open market transaction at a price of $8.260 per share. On May 5, 2005, the Fund purchased 14,124 shares of Common Stock through an open market transaction at a price of $8.363 per share. On May 6, 2005, the Fund purchased 3,000 shares of Common Stock through an open market transaction at a price of $8.498 per share. On May 9, 2005, the Fund purchased 1,000 shares of Common Stock through an open market transaction at a price of $8.500 per share. On May 10, 2005, the Fund purchased 3,300 shares of Common Stock through an open market transaction at a price of $8.059 per share. On May 11, 2005, the Fund purchased 2,900 shares of Common Stock through an open market transaction at a price of $8.1076 per share. On May 16, 2005, the Fund purchased 800 shares of Common Stock through an open market transaction at a price of $8.205 per share. On May 17, 2005, the Fund purchased 5,000 shares of Common Stock through an open market transaction at a price of $8.942 per share. On May 18, 2005, the Fund purchased 4,000 shares of Common Stock through an open market transaction at a price of $9.072 per share. On May 20, 2005, the Fund purchased 3,000 shares of Common Stock through an open market transaction at a price of $9.033 per share. On May 23, 2005, the Fund purchased 4,500 shares of Common Stock through an open market transaction at a price of $9.060 per share. On May 26, 2005, the Fund purchased 5,000 shares of Common Stock through an open market transaction at a price of $8.990 per share. On June 1, 2005, the Fund purchased 10,000 shares of Common Stock through an open market transaction at a price of $8.676 per share. On June 2, 2005, the Fund purchased 5,000 shares of Common Stock through an open market transaction at a price of $8.231 per share. On June 2, 2005, the Fund purchased 10,000 shares of Common Stock through an open market transaction at a price of $7.931 per share. On June 2, 2005, the Fund purchased 5,000 shares of Common Stock through an open market transaction at a price of $8.503 per share. On June 15, 2005, the Fund purchased 5,000 shares of Common Stock through an open market transaction at a price of $8.158 per share. On June 24, 2005, the Fund purchased 10,000 shares of Common Stock through an open market transaction at a price of $7.606 per share. On June 29, 2005, the Fund purchased 10,000 shares of Common Stock through an open market transaction at a price of $6.5515 per share. On June 29, 2005, the Fund purchased 2,000 shares of Common Stock through an open market transaction at a price of $6.0375 per share. On June 30, 2005, the Fund purchased 9,000 shares of Common Stock through an open market transaction at a price of $6.4532 per share. On July 05, 2005, the Fund purchased 200 shares of Common Stock through an open market transaction at a price of $6.9350 per share. On July 06, 2005, the Fund purchased 3,700 shares of Common Stock through an open market transaction at a price of $6.8195 per share. On July 12, 2005, the Fund purchased 50,000 shares of Common Stock through an open market transaction at a price of $3.4399 per share. On July 13, 2005, the Fund purchased 190,300 shares of Common Stock through an open market transaction at a price of $3.4124 per share. On July 15, 2005, the Fund purchased 2,500 shares of Common Stock through an open market transaction at a price of $3.6200 per share. On July 19, 2005, the Fund purchased 50,000 shares of Common Stock through an open market transaction at a price of $3.4503 per share. SIGNATURES ---------- After reasonable inquiry and to the best knowledge and belief of the undersigned, the undersigned certifies that the information set forth in this statement is true, complete and correct. Dated: July 25, 2005 TRINAD CAPITAL MASTER FUND LTD. By: Trinad Capital L.P. By: Trinad Advisors GP, LLC By: /s/ Robert. S. Ellin ------------------------------------- Robert. S. Ellin, Managing Member /s/ Robert. S. Ellin ---------------------------------------- Robert S. Ellin /s/ Nancy J. Ellin ---------------------------------------- Nancy J. Ellin ATLANTIS EQUITIES, INC. /s/ Nancy J. Ellin ---------------------------------------- By: Nancy J. Ellin, President ROBERT S. ELLIN PROFIT SHARING PLAN /s/ Robert S. Ellin ---------------------------------------- By: Robert S. Ellin, Trustee ROBERT ELLIN FAMILY 1997 TRUST /s/ Marvin Ellin ---------------------------------------- By: Marvin Ellin, Trustee TRINAD CAPITAL MASTER FUND LTD. By: Trinad Capital L.P. By: Trinad Advisors GP LLC By: /s/ Robert S. Ellin ------------------------------------- Name: Robert S. Ellin Title: Managing Member -----END PRIVACY-ENHANCED MESSAGE-----