Majesco
Entertainment Company
|
(Name
of Issuer)
|
Common
Stock
|
(Title
of Class of Securities)
|
784495103
|
(CUSIP
Number)
|
November
19, 2007
|
(Date
of Event Which Requires Filing of this
Statement)
|
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
3,309,556
|
||
9
|
SOLE
DISPOSITIVE POWER
|
||
10
|
SHARED
DISPOSITIVE POWER
3,309,556
|
||
11
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,309,556
|
||
12
|
CHECK
IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
o
|
||
13
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
11.5%
|
||
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)
(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
3,309,556
|
||
9
|
SOLE
DISPOSITIVE POWER
|
||
10
|
SHARED
DISPOSITIVE POWER
3,309,556
|
||
11
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,309,556
|
||
12
|
CHECK
IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
o
|
||
13
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
11.5%
|
||
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)
(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
2,780,027
|
||
9
|
SOLE
DISPOSITIVE POWER
|
||
10
|
SHARED
DISPOSITIVE POWER
2,780,027
|
||
11
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,780,027
|
||
12
|
CHECK
IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
o
|
||
13
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
9.7%
|
||
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)
(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
2,780,027
|
||
9
|
SOLE
DISPOSITIVE POWER
|
||
10
|
SHARED
DISPOSITIVE POWER
2,780,027
|
||
11
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,780,027
|
||
12
|
CHECK
IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
o
|
||
13
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
9.7%
|
||
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)
(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)
(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)
(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
3,582,668
(1)
|
||
9
|
SOLE
DISPOSITIVE POWER
225,456
|
||
10
|
SHARED
DISPOSITIVE POWER
3,582,668
(1)
|
||
11
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,808,124
|
||
12
|
CHECK
IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
o
|
||
13
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
13.2%
|
||
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)
(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)
(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
3,309,556
|
||
9
|
SOLE
DISPOSITIVE POWER
|
||
10
|
SHARED
DISPOSITIVE POWER
3,309,556
|
||
11
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,309,556
|
||
12
|
CHECK
IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
o
|
||
13
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
11.5%
|
||
14
|
TYPE
OF REPORTING PERSON
IN
|
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
|
11/02/2007
|
24,139
|
$1.5496
|
11/02/2007
|
3,600
|
$1.5242
|
11/05/2007
|
2,500
|
$1.5733
|
11/05/2007
|
15,000
|
$1.6013
|
11/06/2007
|
10,000
|
$1.5715
|
11/07/2007
|
20,000
|
$1.5087
|
11/08/2007
|
15,000
|
$1.5540
|
11/12/2007
|
4,900
|
$1.3915
|
11/15/2007
|
25,000
|
$1.3095
|
11/19/2007
|
25,000
|
$1.2982
|
TRINAD
CAPITAL MASTER FUND, LTD.
a
Cayman Islands exempted company
By:
/s/
Robert S. Ellin
Robert
S. Ellin, Director
Date:
November 20, 2007
|
TRINAD
MANAGEMENT, LLC
a
Delaware limited liability company
By:
/s/
Robert S. Ellin
Robert
S. Ellin, Managing Member
Date:
November 20, 2007
|
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:
November 20, 2007
|
Atlantis
Equities, Inc.
a
New York corporation
By:
/s/
Nancy J. Ellin
Nancy
J. Ellin, President
Date:
November 20, 2007
|
By:
/s/
Robert S. Ellin
Robert
S. Ellin, an individual
Date:
November 20, 2007
|
By:
/s/
Nancy J. Ellin
Nancy
J. Ellin,
an individual
Date:
November 20, 2007
|
By:
/s/
Jay A. Wolf
Jay
A. Wolf, an individual
Date:
November 20, 2007
|
Robert
S. Ellin Profit Sharing Plan
By:
/s/
Robert S. Ellin
Robert
S. Ellin, Trustee
|
TRINAD
CAPITAL MASTER FUND, LTD.
a
Cayman Islands exempted company
By:
/s/
Robert S. Ellin
Robert
S. Ellin, Director
Date:
November 20, 2007
|
TRINAD
MANAGEMENT, LLC
a
Delaware limited liability company
By:
/s/
Robert S. Ellin
Robert
S. Ellin, Managing Member
Date:
November 20, 2007
|
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:
November 20, 2007
|
Atlantis
Equities, Inc.
a
New York corporation
By:
/s/
Nancy J. Ellin
Nancy
J. Ellin, President
Date:
November 20, 2007
|
By:
/s/
Robert S. Ellin
Robert
S. Ellin, an individual
Date:
November 20, 2007
|
By:
/s/
Nancy J. Ellin
Nancy
J. Ellin,
an individual
Date:
November 20, 2007
|
By:
/s/
Jay A. Wolf
Jay
A. Wolf, an individual
Date:
November 20, 2007
|
Robert
S. Ellin Profit Sharing Plan
By:
/s/
Robert S. Ellin
Robert
S. Ellin, Trustee
|