1
|
NAME
OF REPORTING PERSON
I.R.S.
IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
Trinad
Capital Master Fund, Ltd. 98-0447604
|
||
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
3,664,752
|
||
9
|
SOLE
DISPOSITIVE POWER
|
||
10
|
SHARED
DISPOSITIVE POWER
3,664,752
|
||
11
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,664,752
|
||
12
|
CHECK
IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
o
|
||
13
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
6.6%
|
||
14
|
TYPE
OF REPORTING PERSON
CO
|
1
|
NAME
OF REPORTING PERSON
I.R.S.
IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
Trinad
Management, LLC 20-0591302
|
||
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
3,664,752
|
||
9
|
SOLE
DISPOSITIVE POWER
|
||
10
|
SHARED
DISPOSITIVE POWER
3,664,752
|
||
11
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,664,752
|
||
12
|
CHECK
IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
o
|
||
13
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
6.6%
|
||
14
|
TYPE
OF REPORTING PERSON
IA
|
1
|
NAME
OF REPORTING PERSON
I.R.S.
IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
Trinad
Capital LP 20-0593276
|
||
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
3,151,686
|
||
9
|
SOLE
DISPOSITIVE POWER
|
||
10
|
SHARED
DISPOSITIVE POWER
3,151,686
|
||
11
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,151,686
|
||
12
|
CHECK
IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
o
|
||
13
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
5.7%
|
||
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 20-8107048
|
||
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
3,151,686
|
||
9
|
SOLE
DISPOSITIVE POWER
|
||
10
|
SHARED
DISPOSITIVE POWER
3,151,686
|
||
11
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,151,686
|
||
12
|
CHECK
IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
o
|
||
13
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
5.7%
|
||
14
|
TYPE
OF REPORTING PERSON
OO
|
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
3,664,752
|
||
9
|
SOLE
DISPOSITIVE POWER
|
||
10
|
SHARED
DISPOSITIVE POWER
3,664,752
|
||
11
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,664,752
|
||
12
|
CHECK
IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
o
|
||
13
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
6.6%
|
||
14
|
TYPE
OF REPORTING PERSON
IN
|
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
3,664,752
|
||
9
|
SOLE
DISPOSITIVE POWER
|
||
10
|
SHARED
DISPOSITIVE POWER
3,664,752
|
||
11
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,664,752
|
||
12
|
CHECK
IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
o
|
||
13
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
6.6%
|
||
14
|
TYPE
OF REPORTING PERSON
IN
|
(i)
|
Trinad
Capital Master Fund, Ltd., a Cayman Islands corporation, which is
a
hedge fund dedicated to investing in micro-cap companies, with respect
to
shares directly and beneficially owned by Trinad
Capital Master Fund, Ltd.
|
(ii)
|
Trinad
Management, LLC, a Delaware limited liability company, which is
principally engaged in the business of managing the investments of
the
Trinad Capital Master Fund, Ltd. with respect to the shares directly
and
beneficially owned by Trinad Capital Master Fund, Ltd.
|
(iii)
|
Trinad
Capital LP, a Delaware limited partnership, which is principally
engaged
in investing in Trinad Capital Master Fund, Ltd.,
with respect to shares indirectly and beneficially owned by Trinad
Capital LP.
|
(iv)
|
Trinad
Advisors II, LLC, a Delaware limited liability company 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 and the managing member of Trinad Advisors II,
LLC, the
general partner of Trinad Capital LP, a principal stockholder of
Trinad
Capital Master Fund, Ltd., and the managing member of Trinad Management,
LLC, the manager of the Trinad Capital Master Fund,
Ltd.
|
(vi)
|
Jay
A. Wolf, an individual, whose principal occupation is to serve as
portfolio manager and member of Trinad Management, LLC, the manager
of the
Trinad Capital Master Fund, Ltd. and a member of Trinad Advisors
II, LLC,
the general partner of Trinad Capital LP, a principal stockholder
of
Trinad Capital Master Fund, Ltd.
|
Date
|
Shares
Acquired
|
Cost
per Share
|
05/15/07
|
50,000
|
$1.1653
|
06/28/07
|
4,000
|
$1.00
|
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: July 24, 2007 | Date: July 24, 2007 |
TRINAD
CAPITAL LP
a
Delaware limited partnership
By:
TRINAD ADVISORS II, LLC
a
Delaware limited liability company
|
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: July 24, 2007 | Date: July 24, 2007 |
By: | /s/ Robert S. Ellin | By: | /s/ Jay A. Wolf |
Robert S. Ellin, an individual |
Jay A. Wolf, an individual |
Date: July 24, 2007 | Date: July 24, 2007 |