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
4,909,375
|
|
9
|
SOLE
DISPOSITIVE POWER
|
|
10
|
SHARED
DISPOSITIVE POWER
4,909,375
|
11
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
4,909,375
|
||
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%(1)
|
||
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
ACH REPORTING PERSON WITH
|
7
|
SOLE
VOTING POWER
|
8
|
SHARED
VOTING POWER
4,909,375
|
|
9
|
SOLE
DISPOSITIVE POWER
|
|
10
|
SHARED
DISPOSITIVE POWER
4,909,375
|
11
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
4,909,375
|
||
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%(2)
|
||
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
4,025,687
|
|
9
|
SOLE
DISPOSITIVE POWER
|
|
10
|
SHARED
DISPOSITIVE POWER
4,025,687
|
11
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
4,025,687
|
||
12
|
CHECK
IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
o
|
||
13
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
7.2%(3)
|
||
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
4,025,687
|
|
9
|
SOLE
DISPOSITIVE POWER
|
|
10
|
SHARED
DISPOSITIVE POWER
4,025,687
|
11
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
4,025,687
|
||
12
|
CHECK
IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
o
|
||
13
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
7.2%(4)
|
||
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
4,909,375
|
|
9
|
SOLE
DISPOSITIVE POWER
|
|
10
|
SHARED
DISPOSITIVE POWER
4,909,375
|
11
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
4,909,375
|
||
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%
(5)
|
||
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
4,909,375
|
|
9
|
SOLE
DISPOSITIVE POWER
|
|
10
|
SHARED
DISPOSITIVE POWER
4,909,375
|
11
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
4,909,375
|
||
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%
(6)
|
||
14
|
TYPE
OF REPORTING PERSON
IN
|
|
Shares
Acquired
|
Cost
per Share
Exclusive
of
Commission
|
|||||
Date
|
|
|
|||||
3/12/08
|
2,500
|
$
|
0.5112
|
||||
3/13/08
|
2,700
|
$
|
0.5500
|
||||
3/14/08
|
79,600
|
$
|
0.5289
|
||||
3/18/08
|
15,000
|
$
|
0.4793
|
||||
3/20/08
|
10,800
|
$
|
0.4628
|
||||
3/27/08
|
47,443
|
$
|
0.4645
|
||||
3/31/08
|
9,413
|
$
|
0.5833
|
||||
4/11/08
|
6,100
|
$
|
0.5000
|
||||
4/15/08
|
1,600
|
$
|
0.5000
|
||||
4/28/08
|
10,000
|
$
|
0.5076
|
||||
4/28/08
|
21,272
|
$
|
0.4919
|
||||
4/29/08
|
12,000
|
$
|
0.5225
|
||||
5/5/08
|
25,000
|
$
|
0.4949
|
||||
5/5/08
|
4,200
|
$
|
0.5000
|
||||
5/7/08
|
25,000
|
$
|
0.5000
|
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:
May 8, 2008
|
Date:
May 8, 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:
May 8, 2008
|
Date:
May 8, 2008
|
|
|
By:
/s/
Robert S. Ellin
Robert
S. Ellin, an individual
|
By: /s/
Jay A. Wolf
Jay
A. Wolf, an individual
|
|
|
Date:
May 8, 2008
|
Date:
May 8, 2008
|