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)o
(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
3,019,417
|
||
9
|
SOLE
DISPOSITIVE POWER
|
||
10
|
SHARED
DISPOSITIVE POWER
3,019,417
|
||
11
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,019,417
|
||
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
|
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)o
(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 5
|
SOLE
VOTING POWER
|
|
8 6
|
SHARED
VOTING POWER
3,019,417
|
||
9 7
|
SOLE
DISPOSITIVE POWER
|
||
10 8
|
SHARED
DISPOSITIVE POWER
3,019,417
|
||
11
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,019,417
|
||
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
|
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)o
(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
2,536,310
|
||
9
|
SOLE
DISPOSITIVE POWER
|
||
10
|
SHARED
DISPOSITIVE POWER
2,536,310
|
||
11
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,536,310
|
||
12
|
CHECK
IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
o
|
||
13
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
8.8%
|
||
14
|
TYPE
OF REPORTING PERSON
PN
|
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)o
(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
2,536,310
|
||
9
|
SOLE
DISPOSITIVE POWER
|
||
10
|
SHARED
DISPOSITIVE POWER
2,536,310
|
||
11
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,536,310
|
||
12
|
CHECK
IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
o
|
||
13
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
8.8%
|
||
14
|
TYPE
OF REPORTING PERSON
OO
|
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)o
(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)
0.8%
|
||
14
|
TYPE
OF REPORTING PERSON
CO
|
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)o
(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)
2.0%
|
||
14
|
TYPE
OF REPORTING PERSON
IN
|
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)o
(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
3,373,971(1)
|
||
9
|
SOLE
DISPOSITIVE POWER
225,456
|
||
10
|
SHARED
DISPOSITIVE POWER
3,373,971(1)
|
||
11
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,599,427
|
||
12
|
CHECK
IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
o
|
||
13
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
12.5%
|
||
14
|
TYPE
OF REPORTING PERSON
IN
|
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)o
(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)
0.3%
|
||
14
|
TYPE
OF REPORTING PERSON
OO
|
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)o
(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
3,019,417
|
||
9
|
SOLE
DISPOSITIVE POWER
|
||
10
|
SHARED
DISPOSITIVE POWER
3,019,417
|
||
11
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,019,417
|
||
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
|
(i)
|
Trinad
Capital Master Fund, Ltd., a Cayman Islands corporation (the “Master
Fund”), which is a
hedge fund dedicated to investing in micro-cap companies, with respect
to
shares directly and beneficially owned by the
Master Fund.
|
(ii)
|
Trinad
Capital LP, a Delaware limited partnership, which is principally
engaged
in investing in the Master Fund,
with respect to shares indirectly and beneficially owned by Trinad
Capital LP.
|
(iii)
|
Trinad
Management, LLC, a Delaware limited liability company, which is
principally engaged in the business of managing the investments of
the
Master Fund and Trinad Capital LP, with respect to the shares directly
and
beneficially owned by the Master Fund and Trinad Capital
LP.
|
(iv)
|
Trinad
Advisors II, LLC, a Delaware limited liability company (successor
to
Trinad Advisors GP, LLC) and the general partner of Trinad Capital
LP,
which principally serves as the general partner of Trinad Capital
LP, with
respect to the shares directly and beneficially owned by Trinad Capital
LP.
|
(v)
|
Robert
S. Ellin, an individual, whose principal occupation is to serve as
portfolio manager for Trinad Management, LLC. Mr. Ellin is the managing
member of Trinad Advisors II, LLC; Trinad Advisors II, LLC is the
general
partner of Trinad Capital LP that is a principal stockholder of the
Master
Fund and Mr. Ellin is the managing member of Trinad Management, LLC
that
is the manager of the Master Fund Mr. Ellin is a United States citizen.
Robert S. Ellin is also the trustee of the Mr. Ellin Profit Sharing
Plan
(“Plan”).
|
(vi)
|
Nancy
J. Ellin, an individual, whose principal occupation is to serve as
the
sole officer and director and the sole shareholder of Atlantis Equities,
Inc. Ms. Ellin is a United States
citizen.
|
(vii)
|
Atlantis
Equities, Inc., a New York corporation that is a merchant banking
firm.
|
(vii)
|
Jay
A. Wolf, an individual, whose principal occupation is to serve as
portfolio manager for Trinad Management, LLC. Mr. Wolf is a member
of
Trinad Advisors II, LLC; Trinad Advisors II, LLC is the general partner of
Trinad Capital LP that is a principal stockholder of the Master Fund
and
Mr. Wolf is a member of Trinad Management, LLC that is the manager
of the
Master Fund Mr. Wolf is a United States
citizen.
|
Date
|
Shares
Acquired
|
Cost
Per Share
Exclusive
of Transaction charges
|
10/10/2007
|
11,900
|
$1.3896
|
10/11/2007
|
3,100
|
$1.3948
|
10/22/2007
|
100,000
|
$1.4602
|
10/24/2007
|
10,000
|
$1.3715
|
10/25/2007
|
40,000
|
$1.4115
|
10/26/2007
|
25,000
|
$1.4268
|
10/29/2007
|
50,000
|
$1.4565
|
10/29/2007
|
50,000
|
$1.4472
|
10/30/2007
|
6,000
|
$1.5152
|
10/30/2007
|
15,000
|
$1.4915
|
10/31/2007
|
50,000
|
$1.5730
|
10/31/2007
|
35,000
|
$1.5857
|
10/31/2007
|
50,000
|
$1.5734
|
TRINAD
CAPITAL MASTER FUND, LTD.
a
Cayman Islands exempted company
|
TRINAD
MANAGEMENT, LLC
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: November 1, 2007 |
Date:
November 1, 2007
|
||
TRINAD
CAPITAL LP
a
Delaware limited partnership
|
By:
TRINAD ADVISORS II, LLC
a
Delaware limited liability company
As
its General Partner
|
Atlantis
Equities, Inc.
a
New York corporation
|
||
By: | /s/ Robert S. Ellin | By: | /s/ Nancy J. Ellin |
Robert S. Ellin, Managing Member | Nancy J. Ellin, President | ||
Date: November 1, 2007 |
Date:
November 1, 2007
|
||
By: | /s/ Robert S. Ellin | By: | /s/ Nancy J. Ellin |
Robert S. Ellin, an individual | Nancy J. Ellin, an individual | ||
Date: November 1, 2007 |
Date:
November 1, 2007
|
||
By: | /s/ Jay A. Wolf | Robert S. Ellin Profit Sharing Plan | |
Jay A. Wolf, an individual | |||
Date:
November 1, 2007
|
By: | /s/ Robert S. Ellin | |
Robert S. Ellin, Trustee |
TRINAD
CAPITAL MASTER FUND, LTD.
a
Cayman Islands exempted company
|
TRINAD
MANAGEMENT, LLC
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: November 1, 2007 |
Date:
November 1, 2007
|
||
TRINAD
CAPITAL LP
a
Delaware limited partnership
|
TRINAD
ADVISORS II, LLC
a
Delaware limited liability company
|
||
By:
TRINAD ADVISORS II, LLC
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: November 1, 2007 |
Date:
November 1, 2007
|
||
By: | /s/ Robert S. Ellin | By: | /s/ Jay A. Wolf |
Robert S. Ellin, an individual | Jay A. Wolf, an individual | ||
Date: November 1, 2007 |
Date:
November 1, 2007
|
||
|
Atlantis
Equities, Inc.
a
New York corporation
|
||
By: | /s/ Nancy J. Ellin | ||
Nancy J. Ellin, President | |||
Date:
November 1, 2007
|
|||
By: | /s/ Nancy J. Ellin | ||
Nancy J. Ellin, an individual | |||
Date:
November 1, 2007
|
|||
Robert S. Ellin Profit Sharing Plan | |||
|
By: | /s/ Robert S. Ellin | |
Robert S. Ellin, Trustee |