Unassociated Document
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON,
DC 20549
SCHEDULE
13D
(Rule
13d-101)
Under the
Securities Exchange Act of 1934
(Amendment
No. 1)*
LATERAL
MEDIA, INC.
(Name of
Issuer)
Common
Stock, $.001 par value
(Title of
Class of Securities)
262033103
(CUSIP
Number)
Robert S.
Ellin
c/o
Trinad Management, LLC
2121
Avenue of the Stars, Suite 2550
Los
Angeles, California 90067
(310)
601-2500
(Name,
Address and Telephone Number of Person Authorized to Receive
Notices and Communications)
January
8, 2010
(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 that is the subject of this Schedule 13D, and is filing this
schedule because of Rule 13d-1(c), 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.
*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).
CUSIP No.
262033103
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1
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NAME
OF REPORTING PERSON
I.R.S.
IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
Trinad
Capital Master Fund, Ltd.
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2
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a)
(b)X (joint
filers)
|
3
|
SEC
USE ONLY
|
4
|
SOURCE
OF FUNDS
WC
|
5
|
CHECK
IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or
2(e)
o
|
6
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
Cayman
Islands
|
NUMBER
OF SHARES BENEFICIALLY OWNED BY
EACH REPORTING PERSON WITH
|
7
|
SOLE
VOTING POWER
|
8
|
SHARED
VOTING POWER
4,106,378(1)
|
9
|
SOLE
DISPOSITIVE POWER
|
10
|
SHARED
DISPOSITIVE POWER
4,106,378(1)
|
11
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AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
4,106,378(1)
|
12
|
CHECK
IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
o
|
13
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
43.3%
|
14
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TYPE
OF REPORTING PERSON
CO
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(1) This
amount includes 3,756,378 shares currently owned by Trinad Capital Master Fund,
Ltd. and 350,000 shares which may be issued to it upon exercise of the Warrant
(as hereinafter described).
CUSIP No.
262033103
|
|
1
|
NAME
OF REPORTING PERSON
I.R.S.
IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
|
2
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a)
(b)X (joint
filers)
|
3
|
SEC
USE ONLY
|
4
|
SOURCE
OF FUNDS
N/A
|
5
|
CHECK
IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or
2(e)
o
|
6
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
|
NUMBER
OF SHARES BENEFICIALLY OWNED BY
EACH REPORTING PERSON WITH
|
7
|
SOLE
VOTING POWER
|
8
|
SHARED
VOTING POWER
4,106,378(1)
|
9
|
SOLE
DISPOSITIVE POWER
|
10
|
SHARED
DISPOSITIVE POWER
4,106,378(1)
|
11
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
4,106,378(1)
|
12
|
CHECK
IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
o
|
13
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
43.3%
|
14
|
TYPE
OF REPORTING PERSON
IA
|
(1) This
amount includes 3,756,378 shares currently owned by Trinad Capital Master Fund,
Ltd. and 350,000 shares which may be issued to it upon exercise of the Warrant
(as hereinafter described).
CUSIP No.
262033103
|
|
1
|
NAME
OF REPORTING PERSON
I.R.S.
IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
|
2
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a)
(b)X (joint
filers)
|
3
|
SEC
USE ONLY
|
4
|
SOURCE
OF FUNDS
N/A
|
5
|
CHECK
IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or
2(e)
o
|
6
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
|
NUMBER
OF SHARES BENEFICIALLY OWNED BY
EACH REPORTING PERSON WITH
|
7
|
SOLE
VOTING POWER
|
8
|
SHARED
VOTING POWER
|
9
|
SOLE
DISPOSITIVE POWER
|
10
|
SHARED
DISPOSITIVE POWER
|
11
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
12
|
CHECK
IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
o
|
13
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
36.6%
|
14
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TYPE
OF REPORTING PERSON
PN
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(1) This
amount includes Trinad Capital LP’s prorata portion of both the 3,756,378 shares
currently owned by Trinad Capital Master Fund, Ltd. and 350,000 shares which may
be issued to it upon exercise of the Warrant (as hereinafter
described).
CUSIP No.
262033103
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|
1
|
NAME
OF REPORTING PERSON
I.R.S.
IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
|
2
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a)
(b)X (joint
filers)
|
3
|
SEC
USE ONLY
|
4
|
SOURCE
OF FUNDS
N/A
|
5
|
CHECK
IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or
2(e)
o
|
6
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
|
NUMBER
OF SHARES BENEFICIALLY OWNED BY
EACH REPORTING PERSON WITH
|
7
|
SOLE
VOTING POWER
|
8
|
SHARED
VOTING POWER
|
9
|
SOLE
DISPOSITIVE POWER
|
10
|
SHARED
DISPOSITIVE POWER
|
11
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
12
|
CHECK
IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
o
|
13
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
36.6%
|
14
|
TYPE
OF REPORTING PERSON
OO
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(1) This
amount includes Trinad Capital LP’s prorata portion of both the 3,756,378 shares
currently owned by Trinad Capital Master Fund, Ltd. and 350,000 shares which may
be issued to it upon exercise of the Warrant (as hereinafter
described).
CUSIP No.
262033103
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1
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NAME
OF REPORTING PERSON
I.R.S.
IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
Trinad
Capital International, Ltd.
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2
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a)
(b)X (joint
filers)
|
3
|
SEC
USE ONLY
|
4
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SOURCE
OF FUNDS
N/A
|
5
|
CHECK
IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or
2(e)
o
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6
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CITIZENSHIP
OR PLACE OF ORGANIZATION
|
NUMBER
OF SHARES BENEFICIALLY OWNED BY
EACH REPORTING PERSON WITH
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7
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SOLE
VOTING POWER
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8
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SHARED
VOTING POWER
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9
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SOLE
DISPOSITIVE POWER
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10
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SHARED
DISPOSITIVE POWER
|
11
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
12
|
CHECK
IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
o
|
13
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PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
6.7%
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14
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TYPE
OF REPORTING PERSON
OO
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(1) This
amount includes Trinad Capital International, Ltd.’s prorata portion of both the
3,756,378 shares currently owned by Trinad Capital Master Fund, Ltd. and 350,000
shares which may be issued to it upon exercise of the Warrant (as hereinafter
described).
CUSIP No.
262033103
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1
|
NAME
OF REPORTING PERSON
I.R.S.
IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
|
2
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a)
(b)X (joint
filers)
|
3
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SEC
USE ONLY
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4
|
SOURCE
OF FUNDS
N/A
|
5
|
CHECK
IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or
2(e)
o
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6
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
|
NUMBER
OF SHARES BENEFICIALLY OWNED BY
EACH REPORTING PERSON WITH
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7
|
SOLE
VOTING POWER
|
8
|
SHARED
VOTING POWER
|
9
|
SOLE
DISPOSITIVE POWER
|
10
|
SHARED
DISPOSITIVE POWER
|
11
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
12
|
CHECK
IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
o
|
13
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
44.0%
|
14
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TYPE
OF REPORTING PERSON
IN
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(1) On
October 31, 2007, 150,000 options to purchase common stock were issued to Robert
Ellin individually in connection with services he rendered as an officer and
member of the Board of Directors of the Issuer’s predecessor, Asianada, Inc. of
that amount only 75,000 options are presently exercisable.
(2) This
amount includes 3,756,378 shares currently owned by Trinad Capital Master Fund,
Ltd. and 350,000 shares which may be issued to it upon exercise of the Warrant
(as hereinafter described). Robert S. Ellin disclaims beneficial ownership of
the shares of Common Stock directly and beneficially owned by Trinad Capital
Master Fund, Ltd. except to the extent of his pecuniary interests
therein.
CUSIP No. 262033103
Introductory
Statement
The
purpose of this statement, dated February 4, 2010, which constitutes Amendment
No. 1 to the Schedule 13D, dated June 25, 2007, is to (i) reflect an in kind
distribution of 4,902,658 shares of the common stock of Lateral Media, Inc., a
Delaware corporation (the "Issuer") held by Trinad Capital Master Fund, Ltd., a
Cayman Islands corporation (“TCMF”), to certain of its investors; (ii) report
that Jay Wolf is no longer involved in the management of the portfolio
investments of TCMF including the Issuer’s securities; and (iii) report that
David Chazen no longer reports with TCMF.
Item
1. Security and Issuer.
The class
of equity securities to which this statement relates is the common stock, $.001
par value per share, (the "Common Stock") of the Issuer. The principal executive
offices of the Issuer are located at 2121 Avenue of the Stars Suite 2550 Los
Angeles, CA 90067.
Item
2. Identity and Background.
(a), (c)
and (f)
This
Schedule is being filed by:
(i)
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Trinad
Capital Master Fund, Ltd., a Cayman Islands corporation (“TCMF”), which 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.
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(ii)
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Trinad
Capital LP, a Delaware limited partnership, which is principally engaged
in investing in Trinad Capital Master Fund, Ltd., with respect to shares
indirectly and beneficially owned by Trinad Capital LP through its
investment in Trinad Capital Master Fund,
Ltd.
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(iii)
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Trinad
Capital International, Ltd., a Cayman Islands exempted company, which is
principally engaged in investing in the Trinad Capital Master Fund, Ltd.,
with respect to shares indirectly and beneficially owned by Trinad Capital
International, Ltd. through its investment in Trinad Capital Master Fund,
Ltd.
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(iv)
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Trinad
Management, LLC, a Delaware limited liability company, which is
principally engaged in the business of managing the investments of 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. and indirectly owned by Trinad Capital LP
and Trinad Capital International,
Ltd.
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(v)
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Trinad
Advisors II, LLC, a Delaware limited liability company (successor to
Trinad Advisors GP, LLC) and the general partner of Trinad Capital LP,
which principally serves as the general partner of Trinad Capital LP, with
respect to the shares indirectly and beneficially owned by Trinad Capital
LP.
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(vi)
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Robert
S. Ellin, an individual and Chairman of the Board of Directors and
Principal Executive Officer of the Issuer, whose principal occupation is
to serve as portfolio manager for Trinad Management, LLC. Mr. Ellin is the
managing member of Trinad Advisors II, LLC. Trinad Advisors II,
LLC is the general partner of Trinad Capital LP that is a principal
stockholder of Trinad Capital Master Fund, Ltd. Mr. Ellin is the managing
member of Trinad Management, LLC which is the manager of Trinad Capital
Master Fund, Ltd. Mr. Ellin is a United States
citizen.
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Each of
the foregoing is referred to as a "Reporting Person" and collectively as the
"Reporting Persons."
Although
this Schedule is being made jointly by the Reporting Persons, each of them
expressly disaffirms membership in any group under Rule 13d-5 under the
Securities Exchange Act of 1934, as amended (the ("Exchange Act"), or
otherwise.
(b)
The
address of the principal business office of Trinad Capital Master Fund, Ltd,
Trinad Capital LP, Trinad Capital International Ltd., Trinad Management, LLC,
Trinad Advisors II, LLC, and Robert S. Ellin is 2121 Avenue of the Stars,
Suite 2550, Los Angeles, California 90067.
(d)-(e)
During
the last five years, none of the Reporting Persons have nor, to the best of
their knowledge, have any of the directors, executive officers, control persons,
general partners or members of such Reporting Persons (i) been convicted in any
criminal proceeding or (ii) been a party to any civil proceeding of a judicial
or administrative body of competent jurisdiction 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.
Pursuant
to the July 11, 2007, loan agreement (“Loan Agreement”), between TCMF and the
Issuer, TCMF could, at its option, receive any payment of principal and interest
due on the loans in the form of common stock or other securities that may be
issued by the Issuer in the event the Issuer consummates a financing in
connection with a change of control or similar transaction involving the Issuer,
calculated based on the value of the shares of common stock or other securities
sold or issued by the Issuer in such financing transaction. The Issuer borrowed
$500,000 during the year ended June 30, 2008 and an additional $250,000 was
advanced through December 31, 2008. On December 18, 2008, the Issuer repaid the
entire principal and accrued interest outstanding under the Loan Agreement,
$750,000 and $47,876, respectively, by the issuance of 1,063,836 shares of
common stock to TCMF.
On April
30 and June 11, 2009, the Issuer entered into amendments to the Loan Agreement,
which increased the principal amount of the Loan to up to $1,000,000 and
$1,250,000, respectively, and provided that the principal amount of the loan and
accrued interest thereon are due and payable by the Issuer upon a sale of
securities (other than a sale of shares of the Issuer’s common stock to
officers, directors or employees of or consultants to the Issuer in
connection with their provision of services to the Issuer) to a third party or
parties with proceeds to the Issuer of not less than $1,250,000 and $1,500,000,
respectively.
On June
26, 2009, the Company entered into a Letter Agreement (the “Letter Agreement”)
with TCMF to convert $350,000 of loans under the Loan Agreement into a
convertible promissory note of $350,000 (“Note”) and a warrant to purchase
350,000 shares of the Company’s common stock, par value $0.001, per share
(“Warrant”). The Note is due in two years term, with interest at 7%,
per annum. The Warrant is exercisable in two years term at $0.01, per
share. The outstanding principal and accrued interest under the Note
shall automatically convert into Qualified New Securities (as defined in the
Note) upon the closing of an equity financing of the Issuer, of at least
$3,000,000 or such other amount as shall be agreed upon by the Issuer and the
holders of the Note, at a conversion price per share equal to the price per
share of the Qualified New Securities.
Item
4. Purpose of Transaction.
The
Reporting Persons intend to continuously assess the Issuer's business, financial
conditions, results of operations and prospects, general economic conditions,
the securities markets in general and those for the Issuer's securities.
Depending on such assessments, the Reporting Persons may, from time to time,
acquire additional Shares or may determine to sell or otherwise dispose of all
or some of its holdings of Shares.
The
Reporting Persons may also engage in and may plan for their engagement any of
the items discussed in clauses (a) through (j) of Item 4 of the instructions to
Schedule 13D.
Item
5. Interest in Securities of the Issuer.
(a)
Unless otherwise indicated, as of the date hereof,
TCMF is
the beneficial owner of 4,106,378 shares of the Common Stock, representing
approximately 43.3% of the Common Stock.
Trinad
Management, LLC (as the manager of TCMF and Trinad Capital LP) is deemed the
beneficial owner of 4,106,378 shares of the Common Stock held by TCMF
representing approximately 43.3% of the Common Stock of the Issuer. Trinad
Management, LLC disclaims beneficial ownership of the shares of Common Stock
directly and beneficially owned by TCMF.
Robert S.
Ellin, the managing director of and portfolio manager for Trinad Management, LLC
and the managing director of Trinad Advisors II LLC is deemed the beneficial
owners of 4,181,378 which includes the 4,106,378 shares of the Common Stock held
by TCMF and 75,000 shares issuable to Robert Ellin upon the exercise of options
owned by him representing in total approximately 44.0% of the Common Stock of
the Issuer. Robert S. Ellin disclaims beneficial ownership of the
shares of Common Stock directly and beneficially owned by TCMF except to the
extent of his pecuniary interests therein.
Trinad
Capital International (as the owner of 15.47% of the shares of TCMF as of
November 30, 2009) and Trinad Advisors II, LLC (as the general partner of Trinad
Capital LP), are each deemed the beneficial owner of 635,257 (representing
15.47% of the shares of the 4,106,378 shares of the Common Stock held by TCMF),
representing 6.7% of the Common Stock of the Issuer.
The
percentages herein were calculated based on the 9,493,836 shares of the Issuer's
common stock, $0.001 par value, reported by the Issuer to be issued and
outstanding as of November 13, 2009 in the Issuer’s latest 10-Q filed with
the Securities and Exchange Commission on November 16,
2009.
(b)
Trinad Management, LLC and Robert S.
Ellin have shared power to direct the vote and shared power to direct the
disposition of the 4,106,378 shares of Common Stock.
(c)
On or
about January 8, 2010, TCMF commenced making an in kind distribution of
4,902,658 shares to certain of its investors.
(d)
Not
applicable.
(e)
Jay Wolf
and David Chazen have ceased to report with TCMF
Item
6. Contracts, Arrangements, Understandings or Relationships with the
Issuer.
See
response to Item 3 above which is incorporated herein by reference.
Additional Financing.
On June 26, 2009, the Issuer entered into a Letter Agreement (the “Letter
Agreement”) with TCMF to convert $350,000 of loans under the Loan Agreement into
a convertible promissory note of $350,000 and a warrant to purchase 350,000
shares of the Issuer’s common stock, par value $0.001, per share.
During
the three months ended September 30, 2009, the Issuer borrowed an additional
$210,000 from TCMF.
In
October and November 2009, the Issuer borrowed an additional $140,000 from
TCMF.
Management
Agreement. On July 11, 2007, the Issuer entered into a
Management Agreement (the “Management Agreement”) with Trinad
Management, LLC. Pursuant to the terms of the Management Agreement, which is for
a term of five years, Trinad Management will provide
certain management services, including, without limitation, the sourcing,
structuring and negotiation of a potential business combination transaction
involving the Issuer. The Issuer has agreed to pay Trinad
Management a management fee of $90,000, per quarter, plus reimbursement of all
expenses reasonably incurred by Trinad Management in
connection with the provision of management services. The Issuer may terminate
the Management Agreement immediately by giving written notice and payment of a
termination fee of $1,000,000. The Issuer has paid $90,000 and $90,000 in
management fees for the three months ended September 30, 2009 and 2008,
respectively. On August 1, 2008, the Issuer entered into an
amendment to the Management Agreement with Trinad Management, which provided that payment of the
termination fee may be satisfied by the issuance of shares of the Issuer’s
common stock or other securities that may be issued by the Issuer in the event
the Issuer consummates a financing in connection with a change of control or
similar transaction involving the Issuer, calculated based on the value of the
shares of common stock or other securities sold or issued by the Issuer in such
financing transaction.
Item
7. Material to be Filed as Exhibits.
The
following exhibit is filed as part of this 13D:
1.
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Joint
Filing Agreement, dated as of February 4,
2010.
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CUSIP No. 262033103
SIGNATURE
After
reasonable inquiry and to the best of my knowledge and belief, I certify that
the information set forth in this statement is true, complete and
correct.
TRINAD
CAPITAL MASTER FUND, LTD. |
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TRINAD
MANAGEMENT, LLC |
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a
Cayman Islands exempted company |
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a
Delaware limited liability company |
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By: |
/s/
Robert S. Ellin
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By: |
/s/
Robert S. Ellin
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Robert
S. Ellin, Director
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Robert
S. Ellin, Managing Member
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Date: |
February
4, 2010 |
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Date: |
February
4, 2010 |
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TRINAD
CAPITAL LP |
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a
Delaware limited partnership |
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By: TRINAD
ADVISORS II, LLC |
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a
Delaware limited liability company |
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TRINAD
ADVISORS II, LLC |
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As
its General Partner |
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a
Delaware limited liability company |
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By: |
/s/
Robert S. Ellin |
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By: |
/s/
Robert S. Ellin |
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Robert
S. Ellin, Managing Member |
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Robert
S. Ellin, Managing Member |
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Date: |
February
4, 2010 |
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Date: |
February
4, 2010 |
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By: |
/s/ Robert S. Ellin |
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Robert
S. Ellin, an individual |
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Date: |
February
4, 2010 |
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The
original statement shall be signed by each person on whose behalf the statement
is filed or his authorized representative. If the statement is signed on behalf
of a person by his authorized representative (other than an executive officer or
general partner of the filing person), evidence of the representative's
authority to sign on behalf of such person shall be filed with the statement,
provided, however, that a power of attorney for this purpose which is already on
file with the Commission may be incorporated by reference. The name and any
title of each person who signs the statement shall be typed or printed beneath
his signature.
Attention.
Intentional misstatements or omissions of fact constitute Federal criminal
violations (See 18 U.S.C. 1001).
CUSIP No. 262033103
EXHIBIT
A
JOINT
FILING AGREEMENT
PURSUANT
TO RULE 13D-1(k)
The
undersigned acknowledge and agree that the foregoing statement on
Schedule 13D is filed on behalf of each of the undersigned and that all
subsequent amendments to this statement on Schedule 13D shall be filed on
behalf of each of the undersigned without the necessity of filing
additional joint acquisition statements. The undersigned acknowledge that
each shall be responsible for the timely filing of such amendments, and for
the completeness and accuracy of the information concerning him or it
contained therein, but shall not be responsible for the completeness and
accuracy of the information concerning the others, except to the extent
that he or it knows or has reason to believe that such information is
inaccurate.
TRINAD
CAPITAL MASTER FUND, LTD. |
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TRINAD
MANAGEMENT, LLC |
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a
Cayman Islands exempted company |
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a
Delaware limited liability company |
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By: |
/s/
Robert S. Ellin
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By: |
/s/
Robert S. Ellin
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Robert
S. Ellin, Director
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Robert
S. Ellin, Managing Member
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Date: |
February
4, 2010 |
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Date: |
February
4, 2010 |
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TRINAD
CAPITAL LP |
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a
Delaware limited partnership |
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By: TRINAD
ADVISORS II, LLC |
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a
Delaware limited liability company |
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TRINAD
ADVISORS II, LLC |
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As
its General Partner |
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a
Delaware limited liability company |
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By: |
/s/
Robert S. Ellin |
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By: |
/s/
Robert S. Ellin |
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Robert
S. Ellin, Managing Member |
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Robert
S. Ellin, Managing Member |
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Date: |
February
4, 2010 |
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Date: |
February
4, 2010 |
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By: |
/s/ Robert S. Ellin |
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Robert
S. Ellin, an individual |
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Date: |
February
4, 2010 |
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