SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person* SEMLER ERIC (Last) (First) (Middle) 888 SEVENTH AVENUE, SUITE 1504 (Street) NEW YORK NY 10019 (City) (State) (Zip)	2. Date of Event Requiring Statement (Month/Day/Year) 05/19/2006	3. Issuer Name and Ticker or Trading Symbol FIRST AVENUE NETWORKS INC [ FRNS ]
		4. Relationship of Reporting Person(s) to Issuer (Check all applicable) Director X 10% Owner Officer (give title below) Other (specify below)	5. If Amendment, Date of Original Filed (Month/Day/Year)
			6. Individual or Joint/Group Filing (Check Applicable Line) Form filed by One Reporting Person X Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Stock	7,662,239(1)	I	See Footnote(2)

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
	Date Exercisable	Expiration Date	Title	Amount or Number of Shares

1. Name and Address of Reporting Person* SEMLER ERIC (Last) (First) (Middle) 888 SEVENTH AVENUE, SUITE 1504 (Street) NEW YORK NY 10019 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* TCS Capital GP, LLC (Last) (First) (Middle) 888 SEVENTH AVENUE, SUITE 1504 (Street) NEW YORK NY 10019 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

Explanation of Responses:

1. The filing of this Form 3 shall not be construed as an admission that TCS Capital GP, LLC ("TCS") or Eric Semler, the managing member of TCS is or was for the purposes of Section 16(a) of the Securities Exchange act of 1934, as amended, or otherwise the beneficial owner of any of the shares of common stock of First Avenue Networks, Inc. ("Common Stock") owned by TCS Capital, L.P., TCS Capital II, L.P., TCS Capital Investments, L.P. and TCS Select, L.P. Pursuant to Rule 16a-1, both TCS and Mr. Semler disclaim such beneficial ownership.

2. TCS holds indirecly Common Stock for the accounts of TCS Capital, L.P., TCS Capital II, L.P. and TCS Capital Investments, L.P., of which TCS is the general partner. TCS receives an allocation of a portion of net profits from and owns a partnership interest in TCS Capital, L.P., TCS Capital II, L.P. and TCS Capital Investments, L.P. Common Stock is also held for the account of TCS Select, L.P., of which TCS Select GP, LLC serves as the general partner. Mr. Semler reports the shares held indirectly by TCS and TCS Select GP, LLC because, as the manager of TCS and TCS Select GP, LLC, at the time of purchase, Mr. Semler controlled the disposition and voting of the securities.

	/s/ Eric Semler	05/23/2006
	/s/ Eric Semler, managing member of TCS Capital GP, LLC	05/23/2006
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 5 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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