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
4,923,788
|
|
9
|
SOLE
DISPOSITIVE POWER
|
|
10
|
SHARED
DISPOSITIVE POWER
4,923,788
|
11
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
4,923,788
|
12
|
CHECK
IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
o
|
13
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
16.3%
|
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
4,923,788
|
|
9
|
SOLE
DISPOSITIVE POWER
|
|
10
|
SHARED
DISPOSITIVE POWER
4,923,788
|
11
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
4,923,788
|
12
|
CHECK
IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
o
|
13
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
16.3%
|
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
4,160,601
|
|
9
|
SOLE
DISPOSITIVE POWER
|
|
10
|
SHARED
DISPOSITIVE POWER
4,160,601
|
11
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
4,160,601
|
12
|
CHECK
IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
o
|
13
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
13.7%
|
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
4,160,601
|
|
9
|
SOLE
DISPOSITIVE POWER
|
|
10
|
SHARED
DISPOSITIVE POWER
4,160,601
|
11
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
4,160,601
|
12
|
CHECK
IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
o
|
13
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
13.7%
|
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
|
8
|
SHARED
VOTING POWER
225,456
|
|
9
|
SOLE
DISPOSITIVE POWER
|
|
10
|
SHARED
DISPOSITIVE POWER
225,456
|
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)
0.74%
|
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
AF,
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
|
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)
2.01%
|
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,
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
|
8
|
SHARED
VOTING POWER
5,503,778
(1)
|
|
9
|
SOLE
DISPOSITIVE POWER
225,456
|
|
10
|
SHARED
DISPOSITIVE POWER
5,503,778
(1)
|
11
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
5,503,778
|
12
|
CHECK
IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
o
|
13
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
18.1%
|
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
|
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)
0.27%
|
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
4,923,788
|
|
9
|
SOLE
DISPOSITIVE POWER
|
|
10
|
SHARED
DISPOSITIVE POWER
4,923,788
|
11
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
4,923,788
|
12
|
CHECK
IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
o
|
13
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
16.3%
|
14
|
TYPE
OF REPORTING PERSON
IN
|
Date
|
Shares
Acquired
|
Cost
Per Share Including
of
Commissions
|
1/16/2009
|
2,000
|
$0.7550
|
1/22/2009
|
1,000
|
$0.8300
|
1/30/2009
|
2,000
|
$0.7300
|
2/5/2009
|
3,507
|
$0.6995
|
2/6/2009
|
2,000
|
$0.7300
|
2/24/2009
|
2,000
|
$0.7400
|
2/25/2009
|
61,700
|
$0.8013
|
2/26/2009
|
10,000
|
$0.7102
|
2/27/2009
|
20,000
|
$0.7706
|
2/27/2009
|
27,000
|
$0.8189
|
3/12/2009
|
10,000
|
$0.8566
|
3/12/2009
|
25,000
|
$0.8259
|
3/13/2009
|
61,259
|
$0.9687
|
3/16/2009
|
1,645
|
$1.2609
|
TRINAD
CAPITAL MASTER FUND, LTD.
a
Cayman Islands exempted company
By:
/s/ Robert S.
Ellin
Robert
S. Ellin, Director
Date:
March 16, 2009
|
TRINAD
MANAGEMENT, LLC
a
Delaware limited liability company
By:
/s/ Robert S.
Ellin
Robert
S. Ellin, Managing Member
Date:
March 16, 2009
|
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:
March 16, 2009
|
Atlantis
Equities, Inc.
a
New York corporation
By:
/s/ Nancy J.
Ellin
Nancy
J. Ellin, President
Date:
March 16, 2009
|
By:
/s/ Robert S.
Ellin
Robert
S. Ellin, an individual
Date:
March 16, 2009
|
By:
/s/ Nancy J.
Ellin
Nancy
J. Ellin,
an individual
Date:
March 16, 2009
|
By:
/s/
Jay A. Wolf
Jay
A. Wolf, an individual
Date:
March 16, 2009
|
Robert
S. Ellin Profit Sharing Plan
By:
/s/ Robert S.
Ellin
Robert
S. Ellin, Trustee
Date:
March 16, 2009
|
TRINAD
CAPITAL MASTER FUND, LTD.
a
Cayman Islands exempted company
By:
/s/ Robert S.
Ellin
Robert
S. Ellin, Director
Date:
March 16, 2009
|
TRINAD
MANAGEMENT, LLC
a
Delaware limited liability company
By:
/s/ Robert S.
Ellin
Robert
S. Ellin, Managing Member
Date:
March 16, 2009
|
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:
March 16, 2009
|
Atlantis
Equities, Inc.
a
New York corporation
By:
/s/ Nancy J.
Ellin
Nancy
J. Ellin, President
Date:
March 16, 2009
|
By:
/s/ Robert S.
Ellin
Robert
S. Ellin, an individual
Date:
March 16, 2009
|
By:
/s/ Nancy J.
Ellin
Nancy
J. Ellin,
an individual
Date:
March 16, 2009
|
By:
/s/
Jay A. Wolf
Jay
A. Wolf, an individual
Date:
March 16, 2009
|
Robert
S. Ellin Profit Sharing Plan
By:
/s/ Robert S.
Ellin
Robert
S. Ellin, Trustee
Date:
March 16, 2009
|