8-K

                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                              WASHINGTON, DC 20549

                                    FORM 8-K

                             CURRENT REPORT PURSUANT
                          TO SECTION 13 OR 15(D) OF THE
                         SECURITIES EXCHANGE ACT OF 1934

Date of report (Date of earliest event reported):             April 11, 2005
                                                 -------------------------------

                          Majesco Entertainment Company
- --------------------------------------------------------------------------------
             (Exact Name of Registrant as Specified in Its Charter)

                                    Delaware
- --------------------------------------------------------------------------------
                 (State or Other Jurisdiction of Incorporation)

       333-70663                                         06-1529524
- --------------------------------------------------------------------------------
 (Commission File Number)                      (IRS Employer Identification No.)


      160 Raritan Center Parkway, Edison, New Jersey           08837
- --------------------------------------------------------------------------------
         (Address of Principal Executive Offices)            (Zip Code)

                                 (732) 225-8910
- --------------------------------------------------------------------------------
              (Registrant's Telephone Number, Including Area Code)

                             Majesco Holdings Inc.
- --------------------------------------------------------------------------------
          (Former Name or Former Address, if Changed Since Last Report)

     Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any of the
following provisions (see General Instruction A.2. below):

     |_| Written communications pursuant to Rule 425 under the Securities Act
(17 CFR 230.425)

     |_| Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17
CFR 240.14a-12)

     |_| Pre-commencement communications pursuant to Rule 14d-2(b) under the
Exchange Act (17 CFR 240.14d-2(b))

     |_| Pre-commencement communications pursuant to Rule 13e-4(c) under the
Exchange Act (17 CFR 240.13e-4(c))






ITEM 5.03 - AMENDMENTS TO ARTICLES OF INCORPORATION OR BYLAWS; CHANGE IN FISCAL
            YEAR

            On April 11, 2005, the Registrant filed a Certificate of Ownership
with the Secretary of State of the State of Delaware thereby (i) effecting the
merger into the Registrant of its wholly-owned subsidiary Majesco Sales Inc.,
and (ii) changing the name of the Registrant from Majesco Holdings Inc. to
Majesco Entertainment Company. The Certificate of Ownership shall serve as an
amendment to the Registrant's Amended and Restated Certificate of Incorporation.
The filing of the Certificate of Ownership was approved by the Registrant's
board of directors on March 31, 2005.

ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS

     (c) Exhibits


EXHIBIT
NUMBER                       EXHIBIT TITLE OR DESCRIPTION
- ----------- --------------------------------------------------------------------
3.1         Certificate of Ownership, as filed with the Secretary of State of
            the State of Delaware on April 11, 2005.



























                                   SIGNATURES

         Pursuant to the requirements of the Securities Exchange Act of 1934,
the Registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.

                                  Majesco Entertainment Company
                                  (Registrant)

Date: April 14, 2005              By:      /s/ Carl J. Yankowski
                                           -------------------------
                                           Carl J. Yankowski
                                           Chief Executive Officer

EX-3.1

                                STATE OF DELAWARE

                            CERTIFICATE OF OWNERSHIP

                                     MERGING

                               MAJESCO SALES INC.
                           (a New Jersey corporation)

                                  WITH AND INTO

                              MAJESCO HOLDINGS INC.

        (Pursuant to Section 253 of the Delaware General Corporation Law)

         MAJESCO HOLDINGS INC., a Delaware corporation (the "Corporation")
incorporated on the 8th day of May 1998, under the name SMD Group, Inc. and
pursuant to the provisions of the General Corporation Law of the State of
Delaware;

         DOES HEREBY CERTIFY THAT the Corporation owns all of the capital stock
of Majesco Sales Inc., a New Jersey corporation incorporated on the 16th day of
June 1986, pursuant to the provisions of the Business Corporation Act of the
State of New Jersey ("Majesco Sales Inc."), and that the Corporation, by a
resolution of its Board of Directors duly adopted on March 31, 2005, by
unanimous written consent in lieu of a meeting, determined to and did merge into
itself said Majesco Sales Inc., which resolution is in the following words to
wit:

         WHEREAS, the Corporation lawfully owns all of the outstanding stock of
Majesco Sales Inc., a corporation organized and existing under the laws of the
State of New Jersey; and

         WHEREAS, the Corporation desires to merge into itself the said Majesco
Sales Inc., and to be possessed of all the estate, property, rights, privileges
and franchises of said Majesco Sales Inc.; and it is hereby

         RESOLVED, that the Corporation merge into itself said Majesco Sales
Inc. and assumes all of the liabilities and obligations of Majesco Sales Inc.

         RESOLVED, that the Corporation's name shall be changed to Majesco
Entertainment Company upon the filing of this Certificate of Ownership.

         RESOLVED, that the proper officers of the Corporation be, and each of
them hereby is, authorized and directed on behalf of the Corporation to make and
execute a Certificate of Ownership setting forth a copy of the resolution to
merge said Majesco Sales Inc. and assume the liabilities and obligations of
Majesco Sales Inc., and the date of adoption thereof, and to file the same in
the office of the Secretary of State of Delaware, and a certified copy thereof
in the office of the Recorder of Deeds of New Castle County.







         IN WITNESS WHEREOF, the undersigned has executed this Certificate of
Ownership as of the 4th day of April 2005.

                                 MAJESCO HOLDINGS INC.

                                 By: /s/ Lester Greenman
                                     -------------------
                                 Name: Lester Greenman
                                 Title: Secretary