8-K

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 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): February 27, 2007

MAJESCO ENTERTAINMENT COMPANY

(Exact name of registrant as specified in its charter)

Delaware			333-70663			06-1529524
(State or other jurisdiction of incorporation)			(Commission File Number)			(IRS Employer Identification No.)

160 Raritan Center Parkway,
Edison, New Jersey

(Address of principal executive offices and zip code)

Registrant’s telephone number, including area code: (732) 225-8910

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 8.01.    Other Events.

On February 27, 2007, Majesco Entertainment Company entered into an agreement with Morris Sutton, its former Chairman Emeritus (the ‘‘Agreement’’). Pursuant to the Agreement, Mr. Sutton resigned from all positions with the Company, becoming a consultant. He will also act as a sales representative for certain of the Company’s customer accounts. In consideration for the services, Mr. Sutton will receive annual compensation of $350,000 and commissions of 2% on sales to his designated customer accounts, subject to customary deductions. Mr. Sutton also forfeited a grant of 198,582 shares of restricted stock that was awarded to him on August 3, 2006.

On March 2, 2007, the Company issued a press release entitled ‘‘Majesco Entertainment Announces Chairman Emeritus Morris Sutton to Move Into Consulting Arrangement,’’ a copy of which is filed as an exhibit to and incorporated by reference into this report.

Item 9.01.    Financial Statements and Exhibits.

(d)    Exhibits

The following exhibits are filed as part of this report:

Exhibit No.						Description
	99	.1				Majesco Entertainment Company Press Release dated March 2, 2007.

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

Dated:   March 5, 2007

/s/ Jesse Sutton                                                  
Interim Chief Executive Officer

EX-99.1

Contact:    Gloria Quinn

HighWater Group PR
(212) 338-0077 x. 310
gloria@highwatergroup.com

FOR IMMEDIATE RELEASE

MAJESCO ENTERTAINMENT ANNOUNCES CHAIRMAN EMERITUS MORRIS SUTTON TO MOVE INTO CONSULTING ARRANGEMENT

Sutton to Remain Active on Select Key Accounts and Act as Strategic Advisor

EDISON, NJ, March 2, 2007 – Majesco Entertainment Company (NASDAQ: COOL), an innovative provider of digital entertainment products and content, today announced that Morris Sutton, its founder and Chairman Emeritus, will move into a consulting role with the company.

Morris founded Majesco more than 20 years ago as a distributor of closeout video games. His entrepreneurial spirit and business savvy grew Majesco to a leading publisher of value and handheld video game software with a wide-ranging distribution pipeline. In his new role as a consultant and strategic advisor, he will support the sales team by managing select key accounts and utilizing his extensive network of entertainment industry contacts to bring revenue generating opportunities to the Company.

‘‘Much of Majesco’s culture – our entrepreneurial nature and mass market mentality – is a direct reflection of Morris Sutton.’’ said Jesse Sutton, Interim Chief Executive Officer. ‘‘Although he is moving into a consultative role, we will continue to leverage his strategic counsel and close relationships with key industry players.’’

Morris Sutton commented, ‘‘I have been intimately involved with Majesco on a daily basis for more than two decades and believe that Majesco has a strong management team in place and a solid strategy for the future, therefore, I am transitioning to a strategic consulting role. I remain committed to helping the company succeed in any way possible.’’

-more-

About Majesco Entertainment Company

Headquartered in Edison, NJ, with an international operation based in Bristol, UK, Majesco Entertainment Company (NASDAQ: COOL) is an innovative provider of digital entertainment products and content, with a focus on publishing video games for leading portable systems and the Wii^™ console. Current product line highlights include Cake Mania for the Nintendo DS^™, Cooking Mama: Cook Off for the Wii^™ console and JAWS^™ Unleashed, as well as digital entertainment products like Strawberry Shortcake^™ Dance Dance Revolution^®. 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 our products and the gaming platforms on which our products operate; 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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