-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, VM/k3hZsCm1Tnf+NbkcdZ0ZUCYmEpOiPTPLnJaIeotrJMQhidFRqNrsOqiRTkkhV DsNGoHxkpbEziG51UKcrTQ== 0001144204-07-053747.txt : 20071011 0001144204-07-053747.hdr.sgml : 20071011 20071011133646 ACCESSION NUMBER: 0001144204-07-053747 CONFORMED SUBMISSION TYPE: SC 13D PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20071011 DATE AS OF CHANGE: 20071011 GROUP MEMBERS: DAVID CHAZEN GROUP MEMBERS: JAY A. WOLF GROUP MEMBERS: ROBIN S. ELLIN GROUP MEMBERS: TRINAD ADVISORS II, LLC GROUP MEMBERS: TRINAD CAPITAL INTERNATIONAL, LTD. GROUP MEMBERS: TRINAD CAPITAL LP GROUP MEMBERS: TRINAD MANAGEMENT, LLC SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: Driftwood Ventures, Inc. CENTRAL INDEX KEY: 0001326652 STANDARD INDUSTRIAL CLASSIFICATION: METAL MINING [1000] IRS NUMBER: 000000000 STATE OF INCORPORATION: NV FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D SEC ACT: 1934 Act SEC FILE NUMBER: 005-83159 FILM NUMBER: 071166916 BUSINESS ADDRESS: STREET 1: 1463 PARK DRIVE CITY: SURREY STATE: A1 ZIP: V3R 5P2 BUSINESS PHONE: 250-729-5731 MAIL ADDRESS: STREET 1: 1463 PARK DRIVE CITY: SURREY STATE: A1 ZIP: V3R 5P2 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: Trinad Capital Master Fund Ltd. CENTRAL INDEX KEY: 0001346370 IRS NUMBER: 980447604 STATE OF INCORPORATION: E9 FILING VALUES: FORM TYPE: SC 13D BUSINESS ADDRESS: STREET 1: 2121 AVENUE OF THE STARS, SUITE 1650 CITY: LOS ANGELES STATE: CA ZIP: 90049 BUSINESS PHONE: 310-601-2500 MAIL ADDRESS: STREET 1: 2121 AVENUE OF THE STARS, SUITE 1650 CITY: LOS ANGELES STATE: CA ZIP: 90049 SC 13D 1 v089921_sc13d.htm
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549


SCHEDULE 13D
Under the Securities Exchange Act of 1934

(Amendment No __)1

 
Driftwood Ventures, Inc.

(Name of Issuer)

Common Stock

(Title of Class of Securities)


[NONE]

(CUSIP Number)


Driftwood Ventures, Inc.
2121 Avenue of the Stars
Suite 2550
Los Angeles CA, 90067
Attn.: Jay Wolf
Tel: 310-601-2500

(Name, Address and Telephone Number of
Person Authorized to Receive Notices
and Communications)


October 1, 2007

(Date of Event which Requires Filing
of this Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition which is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(e), 13d-1(f), or 13d-1(g), check the following box: o.
 
Note. Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits.

See Rule 13d-7(b) for other parties to whom copies are to be sent.

(Continued on following pages)
 
__________________________________________________
1  The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page.
 
The information required in the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).


1


SCHEDULE 13D

CUSIP No. [NONE]

 
1)
NAME OF REPORTING PERSON
 
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
         
 
Trinad Capital Master Fund, Ltd.
98-0447604
 
       
2)
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
 
     
(a) o
 
   
(b) x
 
       
3)
SEC USE ONLY      
 
       
4)
SOURCE OF FUNDS      
 
WC
     
 
       
5)
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
 
ITEMS 2(d) OR 2(e)         o
 
 
       
6)
CITIZENSHIP OR PLACE OF ORGANIZATION
         
 
Cayman Islands
     
 
       
 
7) SOLE VOTING POWER
   
NUMBER OF
0
   
SHARES
BENEFICIALLY
8) SHARED VOTING POWER
5,461,000
 
 
OWNED BY
 
     
EACH
REPORTING
PERSON
9) SOLE DISPOSITIVE POWER
0
 
 
WITH
 
   
 
10) SHARED DISPOSITIVE POWER
5,461,000
   
                           
 
       
11) 
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
5,461,000
   
 
       
12)
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
 
o
 
       
13)
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
         
 
94%2
   
14)
TYPE OF REPORTING PERSON
         
 
CO
     

___________________________________
2 On the basis of 5,807,000 shares of Common Stock reported by the Company to be issued and outstanding.
 
3

 
SCHEDULE 13D

CUSIP No. [NONE]

 
1)
NAME OF REPORTING PERSON
 
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
         
 
Trinad Capital International, Ltd.
 
 
       
2)
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
 
     
(a) o
 
   
(b) x
 
       
3)
SEC USE ONLY      
 
       
4)
SOURCE OF FUNDS      
 
N/A
     
 
       
5)
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
 
ITEMS 2(d) OR 2(e)         o
 
 
       
6)
CITIZENSHIP OR PLACE OF ORGANIZATION
         
 
Cayman Islands
     
 
       
 
7) SOLE VOTING POWER
   
NUMBER OF
0
   
SHARES
BENEFICIALLY
8) SHARED VOTING POWER
873,760
 
 
OWNED BY
 
     
EACH
REPORTING
PERSON
9) SOLE DISPOSITIVE POWER
0
 
 
WITH
 
   
 
10) SHARED DISPOSITIVE POWER
873,760
   
                           
 
       
11) 
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
5,461,000
   
 
       
12)
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
 
o
 
       
13)
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
         
 
15.04%³
   
14)
TYPE OF REPORTING PERSON
         
 
CO
     
 
 
 
 
 
SCHEDULE 13D
 
 
_______________________
³ On the basis of 5,807,000 shares of Common Stock reported by the Company to be issued and outstanding.
 
4

 

CUSIP No. [NONE]

 
1)
NAME OF REPORTING PERSON
 
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
         
 
Trinad Management, LLC
20-0591302
 
       
2)
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
 
     
(a) o
 
   
(b) x
 
       
3)
SEC USE ONLY      
 
       
4)
SOURCE OF FUNDS      
 
N/A
     
 
       
5)
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
 
ITEMS 2(d) OR 2(e)         o
 
 
       
6)
CITIZENSHIP OR PLACE OF ORGANIZATION
         
 
Delaware
     
 
       
 
7) SOLE VOTING POWER
   
NUMBER OF
0
   
SHARES
BENEFICIALLY
8) SHARED VOTING POWER
5,461,000
 
 
OWNED BY
 
     
EACH
REPORTING
PERSON
9) SOLE DISPOSITIVE POWER
0
 
 
WITH
 
   
 
10) SHARED DISPOSITIVE POWER
5,461,000
   
                           
 
       
11) 
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
5,461,000
   
 
       
12)
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
 
o
 
       
13)
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
         
 
94%4
   
14)
TYPE OF REPORTING PERSON
         
 
OO
     
 
 
 
SCHEDULE 13D
 
 
CUSIP No. [NONE]
 
_________________________
4 On the basis of 5,807,000 shares of Common Stock reported by the Company to be issued and outstanding.
 
5

 
CUSIP No. [NONE]

 
1)
NAME OF REPORTING PERSON
 
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
         
 
Trinad Capital LP
20-0593276
 
       
2)
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
 
     
(a) o
 
   
(b) x
 
       
3)
SEC USE ONLY      
 
       
4)
SOURCE OF FUNDS      
 
N/A
     
 
       
5)
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
 
ITEMS 2(d) OR 2(e)         o
 
 
       
6)
CITIZENSHIP OR PLACE OF ORGANIZATION
         
 
Delaware
     
 
       
 
7) SOLE VOTING POWER
   
NUMBER OF
0
   
SHARES
BENEFICIALLY
8) SHARED VOTING POWER
4,587,240
 
 
OWNED BY
 
     
EACH
REPORTING
PERSON
9) SOLE DISPOSITIVE POWER
0
 
 
WITH
 
   
 
10) SHARED DISPOSITIVE POWER
4,587,240
   
                           
 
       
11) 
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
5,461,000
   
 
       
12)
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
 
o
 
       
13)
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
         
 
78.99%5
   
14)
TYPE OF REPORTING PERSON
         
 
OO
     
 
 
 
SCHEDULE 13D
 
 
CUSIP No. [NONE]
 
_________________________
5 On the basis of 5,807,000 shares of Common Stock reported by the Company to be issued and outstanding.

6


1)
NAME OF REPORTING PERSON
 
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
         
 
Trinad Advisors II, LLC
20-0591650
 
       
2)
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
 
     
(a) o
 
   
(b) x
 
       
3)
SEC USE ONLY      
 
       
4)
SOURCE OF FUNDS      
 
N/A
     
 
       
5)
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
 
ITEMS 2(d) OR 2(e)         o
 
 
       
6)
CITIZENSHIP OR PLACE OF ORGANIZATION
         
 
Delaware
     
 
       
 
7) SOLE VOTING POWER
   
NUMBER OF
0
   
SHARES
BENEFICIALLY
8) SHARED VOTING POWER
4,587,240
 
 
OWNED BY
 
     
EACH
REPORTING
PERSON
9) SOLE DISPOSITIVE POWER
0
 
 
WITH
 
   
 
10) SHARED DISPOSITIVE POWER
4,587,240
   
                           
 
       
11) 
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
5,461,000
   
 
       
12)
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
 
o
 
       
13)
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
         
 
78.99%6 
   
14)
TYPE OF REPORTING PERSON
         
 
OO
     
 
 
 
SCHEDULE 13D
 
 
CUSIP No. [NONE]

 
_________________________
6  On the basis of 5,807,000 shares of Common Stock reported by the Company to be issued and outstanding.

7


1)
NAME OF REPORTING PERSON
 
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
         
 
Jay A. Wolf
 
 
       
2)
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
 
     
(a) o
 
   
(b) x
 
       
3)
SEC USE ONLY      
 
       
4)
SOURCE OF FUNDS      
 
N/A
     
 
       
5)
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
 
ITEMS 2(d) OR 2(e)         o
 
 
       
6)
CITIZENSHIP OR PLACE OF ORGANIZATION
         
 
United States of America
     
 
       
 
7) SOLE VOTING POWER
   
NUMBER OF
0
   
SHARES
BENEFICIALLY
8) SHARED VOTING POWER
5,461,000
 
 
OWNED BY
 
     
EACH
REPORTING
PERSON
9) SOLE DISPOSITIVE POWER
0
 
 
WITH
 
   
 
10) SHARED DISPOSITIVE POWER
5,461,000
   
                           
 
       
11) 
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
5,461,000
   
 
       
12)
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
 
o
 
       
13)
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
         
 
94%7
   
14)
TYPE OF REPORTING PERSON
         
 
IN
     
 
 
 
_________________________
7 Jay A. Wolf, Robert S. Ellin and David Chazen, as managing members of Trinad Management, LLC, could be deemed to indirectly beneficially own the shares held by Trinad Capital Master Fund, Ltd. as they share power to vote and dispose of the securities.
 
8

 
SCHEDULE 13D

CUSIP No. [NONE]

 
1)
NAME OF REPORTING PERSON
 
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
         
 
Robert S. Ellin
 
 
       
2)
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
 
     
(a) o
 
   
(b) x
 
       
3)
SEC USE ONLY      
 
       
4)
SOURCE OF FUNDS      
 
N/A
     
 
       
5)
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
 
ITEMS 2(d) OR 2(e)         o
 
 
       
6)
CITIZENSHIP OR PLACE OF ORGANIZATION
         
 
United States of America
     
 
       
 
7) SOLE VOTING POWER
   
NUMBER OF
0
   
SHARES
BENEFICIALLY
8) SHARED VOTING POWER
5,461,000
 
 
OWNED BY
 
     
EACH
REPORTING
PERSON
9) SOLE DISPOSITIVE POWER
0
 
 
WITH
 
   
 
10) SHARED DISPOSITIVE POWER
5,461,000
   
                           
 
       
11) 
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
5,461,000
   
 
       
12)
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
 
o
 
       
13)
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
         
 
94%8
   
14)
TYPE OF REPORTING PERSON
         
 
IN
     
 
 
 
_________________________
8 Jay A. Wolf, Robert S. Ellin and David Chazen, as managing members of Trinad Management, LLC, could be deemed to indirectly beneficially own the shares held by Trinad Capital Master Fund, Ltd. as they share power to vote and dispose of the securities.
 
9

 
SCHEDULE 13D

CUSIP No. [NONE]

 
1)
NAME OF REPORTING PERSON
 
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
         
 
David Chazen
 
 
       
2)
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
 
     
(a) o
 
   
(b) x
 
       
3)
SEC USE ONLY      
 
       
4)
SOURCE OF FUNDS      
 
N/A
     
 
       
5)
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
 
ITEMS 2(d) OR 2(e)         o
 
 
       
6)
CITIZENSHIP OR PLACE OF ORGANIZATION
         
 
United States of America
     
 
       
 
7) SOLE VOTING POWER
   
NUMBER OF
0
   
SHARES
BENEFICIALLY
8) SHARED VOTING POWER
5,461,000
 
 
OWNED BY
 
     
EACH
REPORTING
PERSON
9) SOLE DISPOSITIVE POWER
0
 
 
WITH
 
   
 
10) SHARED DISPOSITIVE POWER
5,461,000
   
                           
 
       
11) 
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
5,461,000
   
 
       
12)
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
 
o
 
       
13)
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
         
 
94%9
   
14)
TYPE OF REPORTING PERSON
         
 
IN
     
 
 
 
 
_________________________
9  Jay A. Wolf, Robert S. Ellin and David Chazen, as managing members of Trinad Management, LLC, could be deemed to indirectly beneficially own the shares held by Trinad Capital Master Fund, Ltd. as they share power to vote and dispose of the securities.
 
 
10

 
Item 1. Security and Issuer.

The class of equity securities to which this statement relates is the common stock, par value $0.001, per share (the "Common Stock"), of Driftwood Ventures, Inc., the issuer (the “Company” or the “Issuer”). The principal executive offices of the Company are located at 2121 Avenue of the Stars, Suite 2550, Los Angeles, California 90067.

Item 2. Identity and Background.

This statement is being filed jointly by Trinad Capital Master Fund, Ltd., Trinad Capital International, Ltd., Trinad Management, LLC, Trinad Capital LP, Trinad Advisors II, LLC, Robert S. Ellin, Jay A. Wolf and David Chazen (collectively, the "Reporting Persons"):

(i) Trinad Capital Master Fund, Ltd., a Cayman Islands corporation, 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 Capital International, Ltd., a Cayman Islands corporation, is principally engaged in investing in Trinad Capital Master Fund, Ltd., with respect to shares indirectly and beneficially owed by Trinad Capital International, Ltd.. As of the date hereof, Trinad Capital International, Ltd. is the owner of 16% of the issued and outstanding shares of the Trinad Capital Master Fund, Ltd.

(iii) Trinad Capital LP, a Delaware limited partnership, is principally engaged in investing in Trinad Capital Master Fund, Ltd., with respect to shares indirectly and beneficially owed by Trinad Capital LP. As of the date hereof, Trinad Capital LP is the owner of 84% of the issued and outstanding shares of the Trinad Capital Master Fund, Ltd.

(iv) Trinad Management, LLC, a Delaware limited liability company, is principally engaged in the business of managing the investments of the Trinad Capital Master Fund, Ltd., Trinad Capital International, Ltd. and Trinad Capital LP, with respect to the shares directly and beneficially owned by Trinad Capital Master Fund, Ltd.

(v) Trinad Advisors II, LLC, a Delaware limited liability company and the general partner of Trinad Capital LP, is principally engaged in serving as the general partner of Trinad Capital LP, with respect to the shares directly and beneficially owned by Trinad Capital LP.

(vi) Robert S. Ellin is 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.

(vii) Jay A. Wolf is an individual whose principal occupation is to serve as portfolio manager and managing director of Trinad Management, LLC, the manager of the Trinad Capital Master Fund, Ltd., Trinad Capital International, Ltd., Trinad Capital GP and a managing director of Trinad Advisors II, LLC, the general partner of Trinad Capital LP, a principal stockholder of Trinad Capital Master Fund, Ltd.

(viii) David Chazen is an individual whose principal occupation is Director of Trinad Management, LLC, the manager of the Trinad Capital Master Fund, Ltd., Trinad Capital International, Ltd., Trinad Capital GP and a managing director of Trinad Advisors II, LLC, the general partner of Trinad Capital LP, a principal stockholder of Trinad Capital Master Fund, Ltd.

The Reporting Persons nor any executive officer or director of the Reporting Persons have not, during the last five years, been convicted in a criminal proceeding (excluding traffic violations and similar misdemeanors) or been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, Federal or state securities laws or finding any violation with respect to such laws.

Item 3. Source and Amount of Funds or Other Consideration.

The shares of Common Stock owned directly and indirectly by the Reporting Persons were acquired with working capital of Trinad Capital Master Fund, Ltd. pursuant to a Securities Purchase Agreement entered into by and among Trinad Capital Master Fund, Ltd. and the stockholders of the Company listed in Schedule A of the Agreement dated as of October 1, 2007, for the purchase price of seven hundred fifty thousand dollars ($750,000) (the “Agreement”).
 
11

 

Item 4. Purpose of Transaction.

On October 1, 2007 (the “Closing”), pursuant to the Agreement those certain shareholders listed in Schedule A of the Agreement sold 5,461,000 shares of its common stock to Trinad Capital Master Fund, Ltd. for $750,000. As a condition of the sale, the Company agreed that it would discharge all outstanding liabilities.  The purpose is to seek to effect a business combination with an operating business which the Company believes has significant growth potential. No such business combination has yet been identified.

In accordance with the Agreement, effective upon the Closing (a) Steven Chan resigned as the Company’s Chief Executive Officer, Secretary and President, (b) Keith Smith resigned as the Company’s Principal Financial Officer, Principal Accounting Officer and Treasurer, (c) Robert Ellin and Barry Regenstein were appointed as Directors of the Board of the Directors of the Company (the “Board”) and will hold the seats until the next annual shareholder meeting can be held and until their successors are duly qualified and elected, (d) Robert Ellin was appointed President and Chief Executive Officer of the Company (e) Jay Wolf was appointed Secretary of the Company, (f) Daniel Kim was appointed Controller of the Company and (g) Charles Bentz was appointed Chief Financial Officer and Treasurer of the Company.

Additionally, Steven Chan and Keith Smith will resign as Directors of the Board ten days following the mailing of a notice on Schedule 14f-1 Information Statement of the Company as contemplated by the Agreement. Upon such resignations, Jay Wolf will be appointed a Director of the Company, and will hold the seat until the next annual shareholder meeting can be held and until his successor is duly elected and qualified.

Item 5. Interest in Securities of the Issuer.

(a) and (b)

As of the date hereof, Trinad Capital Master Fund, Ltd. is the beneficial owner of 5,461,000 shares of the Common Stock, representing approximately 94% of the issued and outstanding Common Stock of the Issuer.

Trinad Management, LLC (as the manager of the Trinad Capital Master Fund, Ltd., Trinad Capital International, Ltd. and Trinad Capital LP), Robert S. Ellin, Jay A. Wolf and David Chazen (as Managing Member and Managing Director and Member respectively, of Trinad Advisors II, LLC and Trinad Management, LLC) may be deemed to be the beneficial owners of 5,461,000 shares of the Common Stock held by Trinad Capital Master Fund, Ltd. representing approximately 94% of the issued and outstanding Common Stock of the Issuer.

Trinad Capital LP (as the owner of 84% of the shares of Trinad Capital Master Fund, Ltd.) and Trinad Advisors II, LLC (as the general partner of Trinad Capital LP), each may be deemed to be the beneficial owner of 84% of the shares of the 5,461,000 shares of the Common Stock held by Trinad Capital Master Fund, Ltd.

Trinad Capital International, Ltd. (as the owner of 16% of the shares of Trinad Capital Master Fund, Ltd.), may be deemed to be the beneficial owner of 16% of the shares of the 5,461,000 shares of the Common Stock held by Trinad Capital Master Fund, Ltd.

Each of Trinad Capital LP, Trinad Management, LLC, Trinad Advisors II, LLC and Trinad Capital International, Ltd. disclaim beneficial ownership of the shares of Common Stock directly beneficially owned by Trinad Capital Master Fund, Ltd.

Each of Robert S. Ellin, Jay A. Wolf and David Chazen disclaim beneficial ownership of the shares of Common Stock directly beneficially owned by Trinad Capital Master Fund, Ltd. except to the extent of his pecuniary interests therein.

Robert S. Ellin, Jay A. Wolf and David Chazen have shared power to direct the vote and shared power to direct the disposition of these shares of Common Stock.

(c) Except as described in this report, the Reporting Persons have not effected any transaction in shares of the Company’s equity securities during the 60 days preceding the date hereof.

(d) Not applicable.
 
12

 

(e) Not applicable.

Item 6. Contracts, Arrangements, Understanding or Relationships With Respect to Securities of the Issuer.

Except as described herein, there are no contracts, arrangements, understandings or relationships (legal or otherwise) between the Reporting Persons named in Item 2 hereof and any person with respect to any securities of the Company, including but not limited to transfer or voting of any other securities, finder's fees, joint ventures, loan or option arrangements, puts or calls, guarantees of profits, divisions of profits or loss, or the giving or withholding of proxies.

Item 7. Material to be Filed as Exhibits.

Exhibit A: Joint Filing Agreement
 
13

 

SIGNATURES
----------
After reasonable inquiry and to the best knowledge and belief of the undersigned, the undersigned certifies that the information set forth in this statement is true, complete and correct.

Dated: October 10, 2007

Trinad Capital Master Fund, Ltd.
 
By: /s/ Robert S. Ellin
 
Name: Robert S. Ellin
Title: Managing Member of Trinad Advisors
II, LP, the general partner of a principal
stockholder of Trinad Capital Master Fund, Ltd.
 
Trinad Management, LLC
 
By: /s/ Jay A. Wolf
 
Name: Jay A. Wolf
Title: Managing Director
 
Trinad Capital LP
 
By: /s/ Trinad Advisors II, LLC
 
Name: Trinad Advisors II, LLC
Title: Trinad Capital LP's General Partner
 
 Trinad Advisors II, LLC
 
By: /s/ Robert S. Ellin
 
Name: Trinad Advisors II, LLC
Title: Managing Member
 
Trinad Capital International, Ltd.
 
By: /s/ Jay Wolf,
 
Name: Jay A. Wolf
Title: Managing Director of Trinad Management, LLC, the
Manager of Trinad Capital International, Ltd. /s/ Jay A.
Wolf
 
Jay A. Wolf
 
By: /s/ Jay A. Wolf
 
 
Robert S. Ellin
 
By: /s/ Robert S. Ellin
 
David Chazen
 
By: /s/ David Chazen
 
 
14

 

Exhibit A

Agreement of Joint Filing

Pursuant to Rule 13d-1(k) promulgated under the Securities Exchange Act of 1934, as amended, the undersigned persons hereby agree to file with the Securities and Exchange Commission the Statement on Schedule 13D (the "Statement") to which this Agreement is attached as an exhibit, and agree that such Statement, as so filed, is filed on behalf of each of them.

IN WITNESS WHEREOF, the undersigned have executed this Agreement.

Dated: October 10, 2007
Trinad Capital Master Fund, Ltd.
 
By: /s/ Robert S. Ellin
 
Name: Robert S. Ellin
Title: Managing Member of Trinad Advisors
II, LP, the general partner of a principal
stockholder of Trinad Capital Master Fund, Ltd.
 
 Trinad Management, LLC
 
By: /s/ Jay A. Wolf
 
Name: Jay A. Wolf
Title: Managing Director
 
 Trinad Capital LP
 
By: /s/ Trinad Advisors II, LLC
 
Name: Trinad Advisors II, LLC
Title: Trinad Capital LP's General Partner
 
 Trinad Advisors II, LLC
 
By: /s/ Robert S. Ellin
 
Name: Trinad Advisors II, LLC
Title: Managing Member
 
Trinad Capital International, Ltd.
 
By: /s/ Jay Wolf,
 
Name: Jay A. Wolf
Title: Managing Director of Trinad Management, LLC, the
Manager of Trinad Capital International, Ltd. /s/ Jay A. Wolf
 
Jay A. Wolf
By: /s/ Jay A. Wolf
 
 
By: /s/ Robert S. Ellin
 
David Chazen
 
By: /s/ David Chazen
 
 
15

 
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