-----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, Q9waFtBoesljSFP/vBM0E00O4/GfYNZ1lJ0eCK0RoKBCxKLIwG1q/jZpp+WgWveE Ezc8Ivv0/xRpKCYJ/zuREQ== 0001144204-08-020149.txt : 20080402 0001144204-08-020149.hdr.sgml : 20080402 20080402163234 ACCESSION NUMBER: 0001144204-08-020149 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20080402 DATE AS OF CHANGE: 20080402 GROUP MEMBERS: ATLANTIS EQUITIES, INC. GROUP MEMBERS: JAY A. WOLF GROUP MEMBERS: NANCY J. ELLIN GROUP MEMBERS: ROBERT S. ELLIN GROUP MEMBERS: ROBERT S. ELLIN PROFIT SHARING PLAN GROUP MEMBERS: TRINAD ADVISORS II, LLC GROUP MEMBERS: TRINAD CAPITAL LP GROUP MEMBERS: TRINAD MANAGEMENT, LLC 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: 08733948 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 Master Fund Ltd. CENTRAL INDEX KEY: 0001346370 IRS NUMBER: 980447604 STATE OF INCORPORATION: E9 FILING VALUES: FORM TYPE: SC 13D/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 13D/A 1 v109432_sc13da.htm
 
UNITED STATES
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. 20)(1)

Majesco Entertainment Company
(Name of Issuer)

Common Stock
(Title of Class of Securities)

784495103
(CUSIP Number)

Jay A. Wolf
c/o Trinad Management, LLC
2121 Avenue of the Stars, Suite 2550
Los Angeles, California 90067
(310) 601-2500
(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications)

March 27, 2008
(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. o

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.

(1) 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 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. 784495103
1
NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
 
Trinad Capital Master Fund, Ltd.
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
 
(a)
(b)x (joint filers)
3
SEC USE ONLY
 
4
SOURCE OF FUNDS
 
WC
5
CHECK 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
 
8
SHARED VOTING POWER
 
4,049,115
9
SOLE DISPOSITIVE POWER
 
10
SHARED DISPOSITIVE POWER
 
4,049,115
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
4,049,115
12
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
 
o
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
14.07%
14
TYPE OF REPORTING PERSON
 
CO


CUSIP No. 784495103
1
NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
 
Trinad Management, LLC
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
 
(a)
(b)x (joint filers)
3
SEC USE ONLY
 
4
SOURCE OF FUNDS
 
AF
5
CHECK 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
 
8
SHARED VOTING POWER
 
4,049,115
9
SOLE DISPOSITIVE POWER
 
10
SHARED DISPOSITIVE POWER
 
4,049,115
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
4,049,115
12
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
 
o
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
14.07%
14
TYPE OF REPORTING PERSON
 
IA


CUSIP No. 784495103
1
NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
 
Trinad Capital LP
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
 
(a)
(b)x (joint filers)
3
SEC USE ONLY
 
4
SOURCE OF FUNDS
 
AF
5
CHECK 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
 
8
SHARED VOTING POWER
 
3,320,274
9
SOLE DISPOSITIVE POWER
 
10
SHARED DISPOSITIVE POWER
 
3,320,274
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
3,320,274
12
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
 
o
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
11.54%
14
TYPE OF REPORTING PERSON
 
PN



CUSIP No. 784495103
1
NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
 
Trinad Advisors II, LLC
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
 
(a)
(b)x (joint filers)
3
SEC USE ONLY
 
4
SOURCE OF FUNDS
 
AF
5
CHECK 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
 
8
SHARED VOTING POWER
 
3,320,274
9
SOLE DISPOSITIVE POWER
 
10
SHARED DISPOSITIVE POWER
 
3,320,274
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
3,320,274
12
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
 
o
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
11.54%
14
TYPE OF REPORTING PERSON
 
OO


CUSIP No. 784495103
1
NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
 
Atlantis Equities, Inc.
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
 
(a)
(b)x (joint filers)
3
SEC USE ONLY
 
4
SOURCE OF FUNDS
 
WC
5
CHECK 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
 
225,456
8
SHARED VOTING POWER
 
0
9
SOLE DISPOSITIVE POWER
 
225,456
10
SHARED DISPOSITIVE POWER
 
0
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
225,456
12
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
 
o
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
0.7835%
14
TYPE OF REPORTING PERSON
 
CO



CUSIP No. 784495103
1
NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
 
Nancy J. Ellin
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
 
(a)
(b)x (joint filers)
3
SEC USE ONLY
 
4
SOURCE OF FUNDS
 
PF
5
CHECK 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
 
47,656
8
SHARED VOTING POWER
 
532,354 (1)
9
SOLE DISPOSITIVE POWER
 
47,656
10
SHARED DISPOSITIVE POWER
 
532,354 (1)
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
580,010 (1)
12
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
 
o
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
2.02%
14
TYPE OF REPORTING PERSON
 
IN
(1) Includes (A) 225,456 shares of Common Stock owned by Robert S. Ellin, Mrs. Ellin's spouse, (B) 225,456 shares of Common Stock that are owned directly by Atlantis Equities, Inc., a New York corporation of which Mrs. Ellin is the sole stockholder; and (C) 81,442 shares of Common Stock owned by the Robert S. Ellin Profit Sharing Plan (the "Plan"). Mrs. Ellin disclaims any beneficial ownership of shares of Common Stock owned directly by Mr. Ellin and the Plan.



CUSIP No. 784495103
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
SOURCE OF FUNDS
 
AF
5
CHECK 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
 
225,456
8
SHARED VOTING POWER
 
4,403,669 (1)
9
SOLE DISPOSITIVE POWER
 
225,456
10
SHARED DISPOSITIVE POWER
 
4,403,669 (1)
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
4,629,125
12
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
 
o
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
14.81%
14
TYPE OF REPORTING PERSON
 
IN
(1) Includes (A) 4,049,115 shares of Common Stock owned by the Trinad Capital Master Fund, Ltd.; (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 that are owned directly by Atlantis Equities, Inc., a New York corporation of which Nancy J. Ellin is the sole stockholder ("Atlantis"); and (D) 81,442 shares of Common Stock owned by the Robert S. Ellin Profit Sharing Plan (the "Plan"). Robert S. Ellin disclaims beneficial ownership of the shares of Common Stock directly beneficially owned by Trinad Capital Master Fund, Ltd. except to the extent of his pecuniary interests therein. Mr. Ellin also disclaims any beneficial ownership of shares of Common Stock owned directly by Mrs. Ellin, Atlantis and the Plan.


CUSIP No. 784495103
1
NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
 
Robert S. Ellin Profit Sharing Plan
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
 
(a)
(b)x (joint filers)
3
SEC USE ONLY
 
4
SOURCE OF FUNDS
 
OO
5
CHECK 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
 
81,442
8
SHARED VOTING POWER
 
9
SOLE DISPOSITIVE POWER
 
81,442
10
SHARED DISPOSITIVE POWER
 
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
81,442
12
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
 
o
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
0.283%
14
TYPE OF REPORTING PERSON
 
OO


CUSIP No. 784495103
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
SOURCE OF FUNDS
 
AF
5
CHECK 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
 
8
SHARED VOTING POWER
 
4,049,115
9
SOLE DISPOSITIVE POWER
 
10
SHARED DISPOSITIVE POWER
 
4,049,115
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
4,049,115
12
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
 
o
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
14.07%
14
TYPE OF REPORTING PERSON
 
IN

 


CUSIP No. 784495103
 
Introductory Statement
 
This constitutes Amendment No. 20 ("Amendment") to the Statement on Schedule 13D, originally filed on November 27, 2000, as amended, (collectively, the “Schedule 13D”).
 
Except as otherwise described in this Amendment, the information contained in the Schedule 13D, remains in effect, and all capitalized terms not otherwise defined herein shall have the meanings previously ascribed to them in Schedule 13D. Information given in response to each item in the Schedule 13D, shall be deemed incorporated by reference in all other items.
 
Item 3 is hereby supplemented as follows:
 
Item 3. Source and Amount of Funds or Other Consideration.
 
Since the date of amendment number 19 to this Schedule 13D, the Master Fund used $375,126.25 (including commissions) of its working capital to purchase an aggregate of 366,613 shares of Common Stock.
 
Item 5 (a)-(c) is hereby updated as follows:
 
Item 5. Interest in Securities of the Issuer.
 
(a) and (b)
 
Unless otherwise indicated, as of the date hereof,
 
The Master Fund is the beneficial owner of 4,049,115 shares of the Common Stock, representing approximately 14.07% of the Common Stock of the Issuer.
 
Trinad Management, LLC (as the manager of the Master Fund and Trinad Capital LP) and Robert S. Ellin, the managing director of and portfolio manager for Trinad Management, LLC and the managing director of Trinad Advisors II LLC and Jay A. Wolf a managing director of and portfolio manager for Trinad Management, LLC may be deemed the beneficial owners of 4,049,115 shares of the Common Stock held by the Master Fund representing approximately 14.07% of the Common Stock of the Issuer.
 
 
Each of Trinad Capital LP, Trinad Management, LLC and Trinad Advisors II, LLC disclaim beneficial ownership of the shares of Common Stock directly and beneficially owned by the Master Fund
 
Jay A. Wolf disclaims beneficial ownership of the shares of Common Stock directly and beneficially owned by the Master Fund except to the extent of his pecuniary interest therein.
 
 
CUSIP No. 784495103
 
Robert S. Ellin may be deemed to beneficially own 4,629,125 shares of Common Stock, representing approximately 16.09% of the outstanding Common Stock, including: (A) 225,456 shares of Common Stock owned directly by him; (B) 4,049,115 shares of Common Stock owned by the Master 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 owned directly by Atlantis Equities, Inc., a New York corporation of which Nancy J. Ellin is the sole stockholder; and (E) 81,442 shares of Common Stock owned by the Plan. Robert S. Ellin as trustee of the Plan has the power to vote and dispose of the Common Stock held by the Plan. Robert S. Ellin disclaims beneficial ownership of the shares of Common Stock directly beneficially owned by the Master Fund except to the extent of his pecuniary interests therein. Mr. Ellin also disclaims any beneficial ownership of shares of Common Stock owned directly by Mrs. Ellin, Atlantis and the Plan.
 
Atlantis Equities, Inc., (“Atlantis”) may be deemed to beneficially own 225,546 shares of Common Stock (as directly owned by it), representing approximately 0.784% of the outstanding Common Stock of the Issuer.
 
Nancy J. Ellin may be deemed to beneficially own 580,010 shares of Common Stock, representing approximately 2.02% of the outstanding Common Stock, including: (A) 47,656 shares of Common Stock owned directly by her, (B) 225,456 shares of Common Stock owned by Robert S. Ellin, Mrs. Ellin's spouse, (C) 225,456 shares of Common Stock that are owned directly by Atlantis, Equities, Inc., a New York corporation of which Mrs. Ellin is the sole stockholder; and (D) 81,442 shares of Common Stock owned by the Robert S. Ellin Profit Sharing Plan (the "Plan"). Mrs. Ellin disclaims any beneficial ownership of shares of Common Stock owned directly by Mr. Ellin and the Plan.
 
Robert S. Ellin Profit Sharing Plan (the “Plan”), may be deemed to beneficially own 81,442 shares of Common Stock (as directly owned by it), representing approximately 0.28% of the outstanding Common Stock of the Issuer.
 
Each of the Reporting Persons share the power to vote or to direct the vote and to dispose or to direct the disposition of the Common Stock it, he, or she may be deemed to beneficially own, except that Atlantis, Nancy J. Ellin, Robert S. Ellin and the Plan, have sole voting and dispositive power with respect to 225,456, 47,656, 225,456, and 81,442 shares respectively.
 
The percentages herein were calculated based on the 28,774,528 shares of the Common Stock reported by the Issuer to be issued and outstanding as of March 14, 2008 in the Issuer’s latest Form 10-Q filed with the Securities and Exchange Commission on March 17, 2008.
 
(c)
 
Except for the Master Fund, none of the Reporting Persons have effected transactions in the securities of the Issuer in the last 60 days. Set forth below are the acquisitions made by the Master Fund in the last 60 days.
 
Date
  
Shares Acquired
  
Cost Per Share Exclusive
of Transaction Charges
  
03/12/2008
    
25,000
  
 
$1.0977
  
03/17/2008
    
10,000
    
$0.9900
  
03/18/2008
    
50,000
    
$1.0000
  
03/18/2008
    
25,000
    
$1.0000
  
03/18/2008
    
75,000
  
 
$1.0000
  
03/19/2008
    
8,000
    
$0.9794
  
03/25/2008
    
75,000
  
 
$0.9988
  
03/27/2008
    
98,613
    
$0.9997
  

 
CUSIP No. 784495103
 
Item 7. Material to be Filed as Exhibits.
 
The following exhibit is filed as part of this 13D:
 
Exhibit A Joint Filing Agreement, dated as of March 27, 2008.
 

 
CUSIP No. 784495103
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.
a Cayman Islands exempted company
 
By:  /s/ Robert S. Ellin
Robert S. Ellin, Director
Date: March 27, 2008
TRINAD MANAGEMENT, LLC
a Delaware limited liability company
 
By:  /s/ Robert S. Ellin
Robert S. Ellin, Managing Member
Date: March 27, 2008
   
TRINAD CAPITAL LP
a Delaware limited partnership
 
By: TRINAD ADVISORS II, LLC
a Delaware limited liability company
As its General Partner
 
By:  /s/ Robert S. Ellin
Robert S. Ellin, Managing Member
Date: March 27, 2008
 
 
 
Atlantis Equities, Inc.
a New York corporation
 
By:  /s/ Nancy J. Ellin
Nancy J. Ellin, President
Date: March 27, 2008
   
By:  /s/ Robert S. Ellin
Robert S. Ellin, an individual
Date: March 27, 2008
By:  /s/ Nancy J. Ellin
Nancy J. Ellin, an individual
Date: March 27, 2008
   
By:  /s/ Jay A. Wolf
Jay A. Wolf, an individual
Date: March 27, 2008
Robert S. Ellin Profit Sharing Plan
 
By:  /s/ Robert S. Ellin
Robert S. Ellin, Trustee
Date: March 27, 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. 784495103
EXHIBIT A
JOINT FILING AGREEMENT
PURSUANT TO RULE 13D-1(k)

The undersigned acknowledge and agree that the foregoing statement on Schedule 13D is filed on behalf of each of the undersigned and that all subsequent amendments to this statement on Schedule 13D 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.
a Cayman Islands exempted company
 
By:  /s/ Robert S. Ellin
Robert S. Ellin, Director
Date: March 27, 2008
TRINAD MANAGEMENT, LLC
a Delaware limited liability company
 
By:  /s/ Robert S. Ellin
Robert S. Ellin, Managing Member
Date: March 27, 2008
   
TRINAD CAPITAL LP
a Delaware limited partnership
 
By: TRINAD ADVISORS II, LLC
a Delaware limited liability company
As its General Partner
 
By:  /s/ Robert S. Ellin
Robert S. Ellin, Managing Member
Date: March 27, 2008
 
 
 
Atlantis Equities, Inc.
a New York corporation
 
By:  /s/ Nancy J. Ellin
Nancy J. Ellin, President
Date: March 27, 2008
   
By:  /s/ Robert S. Ellin
Robert S. Ellin, an individual
Date: March 27, 2008
By:  /s/ Nancy J. Ellin
Nancy J. Ellin, an individual
Date: March 27, 2008
   
By:  /s/ Jay A. Wolf
Jay A. Wolf, an individual
Date: March 27, 2008
Robert S. Ellin Profit Sharing Plan
 
By:  /s/ Robert S. Ellin
Robert S. Ellin, Trustee
Date: March 27, 2008
 
 
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