-----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, BmlEVTE8xe4QgnoZAtPxJEhidm7p5jMjEWpsyjoKV5LCVb9oC7jFDHYsytL0IN4d BTFE/mNjT8MAV8wS0H1rgQ== 0001144204-08-042256.txt : 20080729 0001144204-08-042256.hdr.sgml : 20080729 20080728204119 ACCESSION NUMBER: 0001144204-08-042256 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20080729 DATE AS OF CHANGE: 20080728 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: NTN BUZZTIME INC CENTRAL INDEX KEY: 0000748592 STANDARD INDUSTRIAL CLASSIFICATION: TELEVISION BROADCASTING STATIONS [4833] IRS NUMBER: 311103425 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-42217 FILM NUMBER: 08974090 BUSINESS ADDRESS: STREET 1: 5966 LA PLACE CT STREET 2: STE 100 CITY: CARLSBAD STATE: CA ZIP: 92008 BUSINESS PHONE: 7604387400 MAIL ADDRESS: STREET 1: 5966 LA PLACE COURT STREET 2: STE 100 CITY: CARLSBAD STATE: CA ZIP: 92008 FORMER COMPANY: FORMER CONFORMED NAME: NTN COMMUNICATIONS INC DATE OF NAME CHANGE: 19920703 FORMER COMPANY: FORMER CONFORMED NAME: ALROY INDUSTRIES INC DATE OF NAME CHANGE: 19850411 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 v121089_13da.htm

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549

SCHEDULE 13D


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. 10)(1)

NTN Buzztime, Inc.
---------------------------------------------------------------------------------------------------------------------
(Name of Issuer)

Common Stock, $.005 par value per share
---------------------------------------------------------------------------------------------------------------------
(Title of Class of Securities)

629410309
---------------------------------------------------------------------------------------------------------------------
(CUSIP Number)

Jay A. Wolf
c/o Trinad Capital Master Fund, Ltd.
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)

July 28, 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 §§ 240.13d-1(e), 240.13(d)-1(f) or 240.13(d)-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 § 240.13d-7 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 on 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. 629410309
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
5,829,827
9 
SOLE DISPOSITIVE POWER
10 
SHARED DISPOSITIVE POWER
5,829,827
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
5,829,827
12
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
o
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
10.5%
14
TYPE OF REPORTING PERSON
CO


CUSIP No. 629410309
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
5,829,827
9 
SOLE DISPOSITIVE POWER
10 
SHARED DISPOSITIVE POWER
5,829,827
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
5,829,827
12
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
o
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
10.5%
14
TYPE OF REPORTING PERSON
IA



CUSIP No. 629410309

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
4,850,999
9 
SOLE DISPOSITIVE POWER
10 
SHARED DISPOSITIVE POWER
4,850,999
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
4,850,999
12
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
o
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
8.7%
14
TYPE OF REPORTING PERSON
PN



CUSIP No. 629410309

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
4,850,999
9 
SOLE DISPOSITIVE POWER
10 
SHARED DISPOSITIVE POWER
4,850,999
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
4,850,999
12
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
o
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
8.7%
14
TYPE OF REPORTING PERSON
OO


CUSIP No. 629410309

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
8 
SHARED VOTING POWER
5,829,827
9 
SOLE DISPOSITIVE POWER
10 
SHARED DISPOSITIVE POWER
5,829,827
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
5,829,827
12
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
o
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
10.5%
14
TYPE OF REPORTING PERSON
IN

 
CUSIP No. 629410309
 
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
5,829,827
9 
SOLE DISPOSITIVE POWER
10 
SHARED DISPOSITIVE POWER
5,829,827
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
5,829,827
12
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
o
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
10.5%
14
TYPE OF REPORTING PERSON
IN

 



CUSIP No. 629410309

 
Introductory Statement
 
This constitutes Amendment No. 10 (the “Amendment”) to the Statement on Schedule 13D, originally filed on July 24, 2007, as amended (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 the Schedule 13D. Information given in response to each item in the Schedule 13D shall be deemed incorporated herein by reference in all other items.
 
Item 3 is hereby supplemented with the following:
 
Item 3. Source and Amount of Funds or Other Consideration.
 
Since the date of amendment number 9 to this Schedule 13D, the Master Fund used $280,607.22 (including commissions) of its working capital to purchase an aggregate of 895,452 shares of Common Stock.
 
 
Item 5. Interest in Securities of the Issuer.
 
(a) Unless otherwise indicated, as of the date hereof,
 
Trinad Capital Master Fund, Ltd. is the beneficial owner of 5,829,827 shares of the Common Stock, representing approximately 10.5% of the Common Stock of the Issuer.
 
Trinad Management, LLC (as the manager of the Trinad Capital Master Fund, Ltd. and Trinad Capital LP); 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 to have direct or indirect beneficial ownership of 5,829,827 shares of the Common Stock held by Trinad Capital Master Fund, Ltd. representing approximately 10.5% of the Common Stock of the Issuer.
 
 
Each of Trinad Management, LLC and Trinad Advisors II, LLC disclaim beneficial ownership of the shares of Common Stock directly and beneficially owned by Trinad Capital Master Fund, Ltd.
 
Each of Robert S. Ellin and Jay A. Wolf disclaims beneficial ownership of the shares of Common Stock directly beneficially owned by Trinad Capital Master Fund, Ltd. except to the extent of their respective pecuniary interests therein.
 
The percentages used herein are calculated based on the 55,652,908 shares of Common Stock reported by the Issuer to be issued and outstanding as of May 2, 2008 in the Issuer's Form 10-Q for the period ended March 31, 2008, as filed with the Securities and Exchange Commission on May 12, 2008.
 

 

CUSIP No. 629410309

(b) Trinad Management, LLC, Robert S. Ellin and Jay A. Wolf have shared power to vote or to direct the vote and have shared power to dispose or to direct the disposition of the Common Stock it or he may be deemed to own beneficially.
 
(c) Set forth below are the acquisitions made by Trinad Capital Master Fund, Ltd. in the last 60 days. All shares were purchased on the open market through a broker.
 
Date
Shares Acquired
Cost Per Share
Including Commissions
06/25/2008
50,000
$0.3112
06/27/2008
23,200
$0.3311
06/30/2008
35,000
$0.3603
07/15/2008
200,000
$0.3101
07/16/2008
200,000
$0.3101
07/16/2008
206,627
$0.3101
07/21/2008
26,650
$0.3106
07/21/2008
30,000
$0.3300
07/22/2008
51,300
$0.3103
07/23/2008
62,100
$0.3102
07/24/2008
10,575
$0.3114

(d) Not applicable.
 
(e) Not applicable.
 
Item 7. Material to be Filed as Exhibits.
 
The following exhibit is filed as part of this Tenth Amendment:
 
Exhibit A Joint Filing Agreement, dated as of July 28, 2008.
 

 

CUSIP No. 629410309

SIGNATURES
 
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: July 28, 2008
 
TRINAD MANAGEMENT, LLC
a Delaware limited liability company
 
 
 
By:  /s/ Robert S. Ellin
Robert S. Ellin, Managing Member
Date: July 28, 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: July 28, 2008
 
 
 
TRINAD ADVISORS II, LLC
a Delaware limited liability company
 
 
 
By:  /s/ Robert S. Ellin
Robert S. Ellin, Managing Member
Date: July 28, 2008
By:  /s/ Robert S. Ellin
Robert S. Ellin, an individual
Date: July 28, 2008
By:  /s/ Jay A. Wolf
Jay A. Wolf, an individual
Date: July 28, 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. 629410309

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: July 28, 2008
 
TRINAD MANAGEMENT, LLC
a Delaware limited liability company
 
 
 
By:  /s/ Robert S. Ellin
Robert S. Ellin, Managing Member
Date: July 28, 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: July 28, 2008
 
 
 
TRINAD ADVISORS II, LLC
a Delaware limited liability company
 
 
 
By:  /s/ Robert S. Ellin
Robert S. Ellin, Managing Member
Date: July 28, 2008
By:  /s/ Robert S. Ellin
Robert S. Ellin, an individual
Date: July 28, 2008
By:  /s/ Jay A. Wolf
Jay A. Wolf, an individual
Date: July 28, 2008


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