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) March 13, 2006

Majesco Entertainment Company
(Exact Name of Registrant as Specified in Its Charter)
Delaware
(State or Other Jurisdiction of Incorporation)
000-51128				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)
(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 2.02 – Results of Operations and Financial Condition.

The information set forth under this ‘‘Item 2.02 — Results of Operations and Financial Condition,’’ including the exhibit attached hereto, shall not be deemed ‘‘filed’’ for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, nor shall it be deemed incorporated by reference into any filing under the Securities Act of 1933, as amended, except as shall be expressly set forth by specific reference in such filing.

Attached as Exhibit 99.1 is a copy of a press release of Majesco Entertainment Company (the ‘‘Company’’) dated March 13, 2006, announcing certain unaudited financial results for the Company’s fiscal period for the quarter ended January 31, 2006.

Item 3.01 – Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.

(d) Attached as Exhibit 99.2 is a copy of a press release of the Company dated March 13, 2006, announcing that the Nasdaq Stock Market has approved the Company’s application to have the listing of the Company’s common stock transferred from the Nasdaq National Market to the Nasdaq Capital Market. The Company’s Board of Directors approved the transfer on March 10, 2006, and the transfer became effective as of the market open on March 13, 2006.

Item 9.01 – Financial Statements and Exhibits.

Exhibit No.				Description
99.1				Press release dated March 13, 2006, regarding the Company’s announcement of the release of its earnings.
99.2				Press release dated March 13, 2006, regarding the transfer to the Nasdaq Capital Market.

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 thereunto duly authorized.

				MAJESCO ENTERTAINMENT COMPANY
				By:				/s/ Jesse Sutton
				Name:				Jesse Sutton
				Title:				President

Date: March 13, 2006

EX-99.1

	Contact:	Mary Magnani Director, Investor Relations MAJESCO ENTERTAINMENT COMPANY 732-225-8910      FOR IMMEDIATE RELEASE

MAJESCO REPORTS FIRST QUARTER 2006 FINANCIAL RESULTS

EDISON, N.J, March 13, 2006 — Majesco Entertainment Company (NASDAQ: COOL) today announced results for its first quarter ended January 31, 2006.

The Company reported first quarter net revenues of $24.1 million, compared to $30.7 million reported for the same period in 2005. Gross profit was $10.4 million or 43.2 percent of net revenues for the first quarter, compared to $11.0 million, or 35.7 percent of net revenues for the same period in 2005.

The lower net revenues are attributable to a shift in the product mix from premium console games to value and handheld games which were partially offset by an increase in international net revenue. This is the Company’s first quarter of meaningful sales under its international distribution agreement. The decrease in gross profit dollars and the increase in gross margin are reflective of the lower sales volume of video products in the current period, which generally contribute a lower margin.

The operating loss was $2.1 million for the 2005 quarter versus operating income of $2.0 million for the same period one year ago. Included in the operating loss are impairment charges of $2.4 million related toanticipated non-recoverable development costs related to the Company’s recent shift in strategy.

For the quarter, the Company reported a net loss of $2.6 million or $0.12 per share compared to a net loss of $400,000 or $0.02 per share for the first quarter of last year. The 2005 loss included a one-time charge of $1.1 million related to an incentive granted to certain holders for the exercise of warrants.

Morris Sutton, Majesco’s newly appointed Chairman and Interim Chief Executive Officer, commented, ‘‘We are pleased with our results for the quarter and the progress we are making towards implementing our new product strategy. For the first time, international contributed a meaningful portion of our overall revenues and we have successfully re-positioned the Company to focus on providing high-quality handheld and value products during this time of industry transition. Going forward, our focus will be on enhancing our software product line up for the remainder of 2006 and 2007, continuing to reduce costs, streamlining our business, and actively seeking incremental revenue opportunities related to emerging technologies and peripherals.’’

About Majesco Entertainment Company

Headquartered in Edison, NJ, Majesco Entertainment Company (NASDAQ: COOL) is an innovative provider of digital entertainment products and content, with a focus on publishing videogames for leading portable systems such as the PSP^™ (PlayStation^® Portable) system, Nintendo DS^™ and Game Boy^® Advance. Current product line highlights include Age of Empires: The Age of Kings^® for the Nintendo DS^™, Guilty Gear Judgment for the PSP^™ (PlayStation^® Portable) system and JAWS^™ Unleashed ; as well as digital entertainment products like Frogger^® TV Arcade.  Majesco now offers Game Boy^® Advance Video versions of the beloved DreamWorks Animation movies Shrek, Shrek 2 and Shark Tale.  More information about Majesco can be found online at www.majescoentertainment.com.

Safe Harbor

Certain statements contained herein are "forward-looking statements" within the meaning of the Private Securities Litigation Reform Act of 1995, Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. These forward-looking statements may be identified by reference to a future period(s) or by the use of forward-looking terminology, such as "may," "will," "intend," "should," "expect," "anticipate,"

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"estimate" or "continue" or the negatives thereof or other comparable terminology. The Company's actual results could differ materially from those anticipated in such forward-looking statements due to a variety of factors. These factors include but are not limited to, the demand for our products; timely development and release of our products; the ability to secure licenses to valuable entertainment properties on favorable terms; continued consumer acceptance of the gaming platforms on which our products operate and our products; competitive factors in the businesses in which we compete; fulfillment of orders preliminarily made by customers; the ability to attract and retain key personnel; adverse changes in the securities markets; and the availability of and costs associated with sources of liquidity. The Company does not undertake, and specifically disclaims any obligation, to release publicly the results of any revisions that may be made to any forward-looking statements to reflect the occurrence of anticipated or unanticipated events or circumstances after the date of such statements.

All trademarks are properties of their respective owners.

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MAJESCO ENTERTAINMENT COMPANY AND SUBSIDIARIES
CONSOLIDATED STATEMENT OF OPERATIONS
(in thousands, except share amounts)

				Three Months Ended January 31,
				2006				2005
				(unaudited)
Net revenues				$	24,089			$	30,719
Cost of sales
Product costs					9,553				16,724
Software development costs and license fees					4,119				3,030
Total cost of sales					13,672				19,754
Gross profit					10,417				10,965
Operating expenses
Research and development					768				814
Selling and marketing					6,907				5,276
General and administrative					2,374				2,618
Depreciation and amortization					135				287
Loss on impairment					2,375				—
Total operating expenses					12,559				8,995
Operating (loss) income					(2,142	)			1,970
Other non-operating expenses
Interest expense and financing costs					445				734
Unrealized loss on foreign exchange contract					—				69
(Loss) income before income taxes					(2,587	)			1,167
Provision for income taxes					—				467
Net (loss) income					(2,587	)			700
Warrant charge					—				1,100
Net loss attributable to common stockholders				$	(2,587	)		$	(400	)
Net loss attributable to common stockholders per share
Basic and Diluted				$	(0.12	)		$	(0.02	)
Weighted average shares outstanding
Basic and Diluted					22,257,631				16,175,243

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MAJESCO ENTERTAINMENT COMPANY AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEET
(in thousands, except share amounts)

				January 31, 2006				October 31, 2005
				(unaudited)
ASSETS
Current assets
Cash and cash equivalents				$	2,940			$	2,407
Due from factor					5,209				—
Inventory					7,332				8,058
Income tax receivable					551				826
Capitalized software development costs and prepaid license fees					5,588				17,278
Prepaid expenses					835				508
Total current assets					22,455				29,077
Property and equipment — net					900				862
Other assets					110				142
Total assets				$	23,465			$	30,081
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities
Accounts payable and accrued expenses				$	18,898			$	18,493
Inventory financing payable					1,953				—
Due to factor					—				6,343
Advances from customers					271				484
Total current liabilities					21,122				25,320
Stockholders' equity:
Common stock — $.001 par value; 250,000,000 shares authorized; 22,257,631 and 22,242,476 issued and outstanding at January 31, 2006 and October 31, 2005					22				22
Additional paid in capital					92,293				92,158
Accumulated deficit					(89,975	)			(87,388	)
Accumulated other comprehensive loss					3				(31	)
Total stockholders' equity					2,343				4,761
Total liabilities and stockholders' equity				$	23,465			$	30,081

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EX-99.2

Exhibit 99.2

	Contact:	Mary Magnani Majesco Entertainment Company 732-225-8910      FOR IMMEDIATE RELEASE

MAJESCO ENTERTAINMENT COMPANY TO BEGIN TRADING ON
NASDAQ CAPITAL MARKET

EDISON, N.J., March 13, 2006 — Majesco Entertainment Company (NASDAQ:COOL) announced today that The Nasdaq Stock Market has approved its application to transfer the listing of its common stock from the Nasdaq National Market to the Nasdaq Capital Market. The transfer is expected to be effective at the open of business on Monday, March 13, 2006. The Company’s common stock will continue to trade under the symbol, ‘‘COOL’’.

The Company applied to transfer from the National Market to the Capital Market after it received a letter from NASDAQ National Stock Market notifying the Company that it no longer complied with continued listing requirement for Stockholders’ Equity.

About Majesco Entertainment Company

Headquartered in Edison, NJ, Majesco Entertainment Company (NASDAQ: COOL) is an innovative provider of digital entertainment products and content, with a focus on publishing videogames for leading portable systems such as the PSP^™ (PlayStation^® Portable) system, Nintendo DS^™ and Game Boy^® Advance. Current product line highlights include Age of Empires: The Age of Kings^® for the Nintendo DS^™, Guilty Gear Judgment for the PSP^™ (PlayStation^® Portable) system and JAWS^™ Unleashed; as well as digital entertainment products like Frogger^® TV Arcade.  Majesco now offers Game Boy^® Advance Video versions of the beloved DreamWorks Animation movies Shrek, Shrek 2 and Shark Tale.  More information about Majesco can be found online at www.majescoentertainment.com.

Safe Harbor
Certain statements contained herein are ‘‘forward-looking statements’’ within the meaning of the Private Securities Litigation Reform Act of 1995, Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. These forward-looking statements may be identified by reference to a future period(s) or by the use of forward-looking terminology, such as ‘‘may,’’ ‘‘will,’’ ‘‘intend,’’ ‘‘should,’’ ‘‘expect,’’ ‘‘anticipate,’’ ‘‘estimate’’ or ‘‘continue’’ or the negatives thereof or other comparable terminology. The Company's actual results could differ materially from those anticipated in such forward-looking statements due to a variety of factors. These factors include but are not limited to, the demand for our products; our ability to complete and release our products in a timely fashion; competitive factors in the businesses in which we compete; continued consumer acceptance of the gaming platforms on which our products operate and our products; fulfillment of orders preliminarily made by customers; adverse changes in the securities markets and the availability of and costs associated with sources of liquidity. The Company does not undertake, and specifically disclaims any obligation, to release publicly the results of any revisions that may be made to any forward-looking statements to reflect the occurrence of anticipated or unanticipated events or circumstances after the date of such statements.

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