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
4,418,252
|
||
9
|
SOLE
DISPOSITIVE POWER
|
||
10
|
SHARED
DISPOSITIVE POWER
4,418,252
|
||
11
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
4,418,252
|
||
12
|
CHECK
IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
o
|
||
13
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
8.0%
|
||
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
4,418,252
|
||
9
|
SOLE
DISPOSITIVE POWER
|
||
10
|
SHARED
DISPOSITIVE POWER
4,418,252
|
||
11
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
4,418,252
|
||
12
|
CHECK
IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
o
|
||
13
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
8.0%
|
||
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
3,622,967
|
||
9
|
SOLE
DISPOSITIVE POWER
|
||
10
|
SHARED
DISPOSITIVE POWER
3,622,967
|
||
11
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,622,967
|
||
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
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
3,622,967
|
||
9
|
SOLE
DISPOSITIVE POWER
|
||
10
|
SHARED
DISPOSITIVE POWER
3,622,967
|
||
11
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,622,967
|
||
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
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
4,418,252
|
||
9
|
SOLE
DISPOSITIVE POWER
|
||
10
|
SHARED
DISPOSITIVE POWER
4,418,252
|
||
11
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
4,418,252
|
||
12
|
CHECK
IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
o
|
||
13
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
8.0%
|
||
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
4,418,252
|
||
9
|
SOLE
DISPOSITIVE POWER
|
||
10
|
SHARED
DISPOSITIVE POWER
4,418,252
|
||
11
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
4,418,252
|
||
12
|
CHECK
IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
o
|
||
13
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
8.0%
|
||
14
|
TYPE
OF REPORTING PERSON
IN
|
Shares
Acquired
|
Cost
per Share
Exclusive
of
Commission
|
||||||
Date
|
|||||||
11/30/07
|
25,000
|
$
|
0.6500
|
||||
12/10/07
|
50,000
|
$
|
0.5270
|
||||
12/11/07
|
13,000
|
$
|
0.5192
|
||||
12/12/07
|
29,800
|
$
|
0.5299
|
||||
12/14/07
|
8,000
|
$
|
0.5300
|
||||
12/20/07
|
13,600
|
$
|
0.5101
|
||||
12/21/07
|
20,600
|
$
|
0.5439
|
||||
12/24/07
|
64,200
|
$
|
0.5886
|
||||
12/24/07
|
8,200
|
$
|
0.6000
|
||||
12/26/07
|
50,000
|
$
|
0.5887
|
||||
12/28/07
|
50,000
|
$
|
0.5390
|
||||
12/31/07 | 60,000 |
$
|
0.5493 |
a
Cayman Islands exempted company
|
TRINAD
MANAGEMENT, LLC
a Delaware limited liability company |
By:
/s/ Robert S. Ellin
Robert
S. Ellin, Director
|
By:
/s/ Robert S. Ellin
Robert
S. Ellin, Managing Member
|
Date:
January 18, 2008
|
Date:
January 18, 2008
|
TRINAD
CAPITAL LP
a
Delaware limited partnership
|
|
By:
TRINAD ADVISORS II, LLC
a
Delaware limited liability company
As
its General Partner
|
TRINAD
ADVISORS II, LLC
a
Delaware limited liability company
|
By:
/s/ Robert S. Ellin
Robert
S. Ellin, Managing Member
|
By:
/s/ Robert S. Ellin
Robert
S. Ellin, Managing Member
|
Date:
January 18, 2008
|
Date:
January 18, 2008
|
By:
/s/ Robert S. Ellin
Robert
S. Ellin, an individual
|
By: /s/
Jay A. Wolf
Jay
A. Wolf, an individual
|
Date:
January 18, 2008
|
Date:
January 18, 2008
|
· |
Remove
Mr. Barry Bergsman as Chairman of the Board of
Directors.
|
· |
Request
the resignations of Mr. Bergsman and one other
director.
|
· |
Appoint
two individuals designated by Trinad as members of the Board of
Directors.
|
· |
Evaluate
all strategic alternatives that would unlock and maximize stockholder
value.
|
Very truly yours, | ||
/s/
Robert S. Ellin
Robert
S. Ellin,
Director
|
||
· |
Remove
Mr. Barry Bergsman as Chairman of the Board of
Directors.
|
· |
Request
the resignations of Mr. Bergsman and one other
director.
|
· |
Appoint
two individuals designated by Trinad as members of the Board of
Directors.
|
· |
Amend
the Bylaws to remove those provisions intended to entrench the incumbent
Board of Directors and management, including the elimination of the
right
to call a special meeting and advance notice
requirements.
|
· |
Evaluate
all strategic alternatives that would unlock and maximize stockholder
value.
|
Very truly yours, | ||
Robert S. Ellin, Director | ||
TRINAD
CAPITAL MASTER FUND, LTD.
a
Cayman Islands exempted company
|
TRINAD
MANAGEMENT, LLC
a
Delaware limited liability
company
|
By:
/s/
Robert S. Ellin
Robert
S. Ellin, Director
|
By:
/s/ Robert S. Ellin
Robert
S. Ellin, Managing Member
|
Date:
January 18, 2008
|
Date:
January 18, 2008
|
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
Robert
S. Ellin, Managing Member
|
By:
/s/ Robert S. Ellin
Robert
S. Ellin, Managing Member
|
Date:
January 18, 2008
|
Date: January 18, 2008 |
By:
/s/ Robert S. Ellin
Robert
S. Ellin, an individual
|
By:
/s/ Jay A. Wolf
Jay
A. Wolf, an individual
|
Date:
January 18, 2008
|
Date: January 18, 2008 |