Unassociated Document

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549

SCHEDULE 13G

Under the Securities Exchange Act of 1934
(AMENDMENT NO. ______)*

SP Holding Corporation
(Name of Issuer)

Common Stock, $0.001 par value per share and Common Stock Warrants
 (Title of Class of Securities)

78465L206
(CUSIP Number)

May 3, 2007
(Date of Event Which Requires Filing of this Statement)

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
 
o
Rule 13d-1(b)
x
Rule 13d-1(c)
o
Rule 13d-1(d)
 
*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 ("Act") 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. 78465L206
 
1
NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
Trinad Capital Master Fund, Ltd. 98-0447604
 
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) o
(b) x (joint filers)
 
3
SEC USE ONLY
 
4
CITIZENSHIP OR PLACE OF ORGANIZATION
Cayman Islands
 
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
5 5
SOLE VOTING POWER
 
6 6
SHARED VOTING POWER
1,331,775(1)
 
7 7
SOLE DISPOSITIVE POWER
 
8 8
SHARED DISPOSITIVE POWER
1,331,775 (1)
 
9
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,331,775 (1)
 
10
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
[__] (See Instructions)
 
11
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
6.6%
 
12
TYPE OF REPORTING PERSON (See Instructions)
CO
 
(1) See response to Item 4.

 
 
 

CUSIP No. 78465L206
 
1
NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
Trinad Management, LLC 20-0591302
 
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) o
(b) x (joint filers)
 
3
SEC USE ONLY
 
4
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
 
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
5 5
SOLE VOTING POWER
 
6 6
SHARED VOTING POWER
1,331,775 (1)
 
7 7
SOLE DISPOSITIVE POWER
 
8 8
SHARED DISPOSITIVE POWER
1,331,775 (1)
 
9
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,331,775 (1)
 
10
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
[__](See Instructions)
 
11
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
6.6%
 
12
TYPE OF REPORTING PERSON (See Instructions)
IA
(1) See response to Item 4.

 
 
 

CUSIP No. 78465L206
 
1
NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
Trinad Capital LP 20-0593276
 
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) o
(b) x (joint filers)
 
3
SEC USE ONLY
 
4
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
 
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
5 5
SOLE VOTING POWER
 
6 6
SHARED VOTING POWER
1,118,691 (1)
 
7 7
SOLE DISPOSITIVE POWER
 
8 8
SHARED DISPOSITIVE POWER
1,118,691 (1)
 
9
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,118,691 (1)
 
10
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
[__](See Instructions)
 
11
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
5.5%
 
12
TYPE OF REPORTING PERSON (See Instructions)
PN
 
(1) See response to Item 4.

 
 
 

CUSIP No. 78465L206
 
1
NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
Trinad Advisors II, LLC 20-8107048
 
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) o
(b) x (joint filers)
 
3
SEC USE ONLY
 
4
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
 
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
5 5
SOLE VOTING POWER
 
6 6
SHARED VOTING POWER
1,118,691 (1)
 
7 7
SOLE DISPOSITIVE POWER
 
8 8
SHARED DISPOSITIVE POWER
1,118,691 (1)
 
9
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,118,691 (1)
 
10
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
[__](See Instructions)
 
11
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
5.5%
 
12
TYPE OF REPORTING PERSON (See Instructions)
OO
 
(1) See response to Item 4.

 
 
 

CUSIP No. 78465L206
 
1
NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
Robert S. Ellin
 
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) o
(b) x (joint filers)
 
3
SEC USE ONLY
 
4
CITIZENSHIP OR PLACE OF ORGANIZATION
United States
 
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
5 5
SOLE VOTING POWER
 
6 6
SHARED VOTING POWER
1,331,775 (1)
 
7 7
SOLE DISPOSITIVE POWER
 
8 8
SHARED DISPOSITIVE POWER
1,331,775 (1)
 
9
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,331,775 (1)
 
10
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
[__](See Instructions)
 
11
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
6.6%
 
12
TYPE OF REPORTING PERSON (See Instructions)
IN
 
(1) See response to Item 4.
 

 
 
 

CUSIP No. 78465L206
 
1
NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
Jay A. Wolf
 
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) o
(b) x (joint filers)
 
3
SEC USE ONLY
 
4
CITIZENSHIP OR PLACE OF ORGANIZATION
United States
 
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
5 5
SOLE VOTING POWER
 
6 6
SHARED VOTING POWER
1,331,775 (1)
 
7 7
SOLE DISPOSITIVE POWER
 
8 8
SHARED DISPOSITIVE POWER
1,331,775 (1)
 
9
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,331,775 (1)
 
10
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
[__](See Instructions)
 
11
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
6.6%
 
12
TYPE OF REPORTING PERSON (See Instructions)
IN
 
(1) See response to Item 4.
 


 
 
 

CUSIP No. 78465L206

Item 1.
 
(a) Name of Issuer
 
SP Holding Corporation, a Delaware corporation (the "Issuer")
 
(b) Address of Issuer's Principal Executive Offices
 
3317 Third Ave., South, Seattle, Washington 98134
 
Item 2.
 
(a) Name of Person Filing
 
Trinad Capital Master Fund, Ltd.
Trinad Capital LP
Trinad Management, LLC
Trinad Advisors II, LLC
Robert S. Ellin
Jay A. Wolf
 
(b) Address of Principal Business Office or, if none, Residence
 
The address of the principal business office of Trinad Capital Master Fund, Ltd, Trinad Capital LP, Trinad Management, LLC, Trinad Advisors II, LLC, Robert S. Ellin and Jay A. Wolf is 2121 Avenue of the Stars, Suite  2550, Los Angeles, California 90067.
 
(c) Citizenship
 
Trinad Capital Master Fund, Ltd. - Cayman Islands
 
Trinad Capital LP - Delaware
 
Trinad Management, LLC - Delaware
 
Trinad Advisors II, LLC - Delaware
 
Robert S. Ellin - United States
 
Jay A. Wolf - United States
 
(d) Title of Class of Securities
 
Common Stock, par value $0.001 per share (the “Common Stock”) and Common Stock warrants.
 
(e) CUSIP Number
 
78465L206
 
Item 3. 
 
This Schedule is filed pursuant to Rule 13d-1(c) by Trinad Capital Master Fund, Ltd, Trinad Capital LP, Trinad Management, LLC, Trinad Advisors II, LLC, Robert S. Ellin and Jay A. Wolf.
 
 
 
 
CUSIP No. 78465L206
 
Item 4. Ownership
 
(a) Amount beneficially owned:

Trinad Capital Master Fund, Ltd
1,331,775(1)
Trinad Management, LLC
1,331,775(1)
Trinad Capital LP
1,118,691(1)(2)
Trinad Advisors II, LLC
1,118,691(1)(2)
Robert S. Ellin
1,331,775(1)
Jay A. Wolf
1,331,775(1)
 
 
(1) Consists of 944,920 shares of Common Stock and 386,855 shares of Common Stock issuable pursuant to warrants held by the Reporting Persons as to which such shares are not presently exercisable because the terms of such warrants contain a limitation on exercise if such exercise would result in the holder and its affiliates beneficially owning more than 4.9% of the outstanding Common Stock.
 
(2) As of March 31, 2007, Trinad Capital LP is the owner of 84% of the issued and outstanding shares of the Trinad Capital Master Fund, Ltd.
 
(b) Percent of Class
 

Trinad Capital Master Fund, Ltd
6.6%
Trinad Management, LLC
6.6%
Trinad Capital LP
5.5%
Trinad Advisors II, LLC
5.5%
Robert S. Ellin
6.6%
Jay A. Wolf
6.6%

 
The percentages used herein and are calculated based on the 20,312,664 shares of Common Stock reported by the Company to be issued and outstanding as of April 30, 2007 in the Company's latest Form 424B3, as filed with the Securities and Exchange Commission on May 4, 2007.
 
(c) Number of shares as to which the person has:
 
(i) Sole power to vote or to direct the vote:
 
0
 
(ii) Shared power to vote or to direct the vote:
 
1,331,775
 
(iii) Sole power to dispose or to direct the disposition of:
 
0
 
(iv) Shared power to dispose or to direct the disposition:
 
1,331,775
 
 
 
 
CUSIP No. 78465L206
 
Trinad Management, LLC serves as investment adviser to Trinad Capital Master Fund, Ltd. and Trinad Capital LP. By reason of such relationship Trinad Management, LLC may be deemed to share voting and dispositive power over the shares of Common Stock owned directly by Trinad Capital Master Fund, Ltd. Trinad Management, LLC disclaims beneficial ownership of the shares of Common Stock listed as beneficially owned by Trinad Capital Master Fund, Ltd.
 
Robert S. Ellin serves as portfolio manager and the managing member of Trinad Advisors II, LLC; Trinad Advisors II, LLC is 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. Jay A. Wolf serves as portfolio manager and a managing director of Trinad Management, LLC; the manager of the Trinad Capital Master Fund, Ltd. and managing director of Trinad Advisors II, LLC; Trinad Advisors II, LLC is the general partner of Trinad Capital LP, a principal stockholder of Trinad Capital Master Fund, Ltd. By reason of such relationships Robert S. Ellin and Jay A. Wolf may be deemed to share voting and dispositive power over the shares of common stock listed as beneficially owned by Trinad Capital Master Fund, Ltd. Robert S. Ellin and Jay A. Wolf disclaim beneficial ownership of the shares of common stock listed as beneficially owned by Trinad Capital Master Fund, Ltd. or any other person reporting on the schedule
 
 
 
 
Item 5. Ownership of Five Percent or Less of a Class
 
Not Applicable.
 
Item 6  Ownership of More than Five Percent on Behalf of Another Person
 
Not Applicable.
 
Item 7 Identification and Classification of the Subsidiary Which Acquired the Security Be Reported on by the Parent Holding Company:
 
Not Applicable.
 
Item 8 Identification and Classification of Members of the Group:
 
Not Applicable.
 
Item 9. Notice of Dissolution Of Group:
 
Not Applicable.
 
Item 10. Certification:
 
By signing below each signatory certifies that, to the best of its knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the Issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having a purpose or effect.
 
Exhibits:
 
Exhibit 1: Joint Filing Agreement, dated as of May 4, 2007, by and among Trinad Capital Master Fund, Ltd, Trinad Capital LP, Trinad Management, LLC, Trinad Advisors II, LLC, Robert S. Ellin and Jay A. Wolf
 
 
 
 
CUSIP No. 78465L206

 
 
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.
a Cayman Islands exempted company
  
TRINAD MANAGEMENT, LLC
a Delaware limited liability company
         
         
By:
/s/ Robert S. Ellin
Robert S. Ellin, Director
Date: May 4, 2007
   By:
/s/ Robert S. Ellin
Robert S. Ellin, Managing Member
Date: May 4, 2007
         
       
TRINAD CAPITAL LP
a Delaware limited partnership
  
TRINAD ADVISORS II, LLC
a Delaware limited liability company
       
By: TRINAD ADVISORS II, LLC
a Delaware limited liability company
As its General Partner
  
 
         
         
By:
/s/ Robert S. Ellin
Robert S. Ellin, Managing Member
Date: May 4, 2007
   By:
/s/ Robert S. Ellin
Robert S. Ellin, Managing Member
Date: May 4, 2007
         
         
By:
/s/ Robert S. Ellin
Robert S. Ellin, an individual
Date: May 4, 2007
   By:
/s/ Jay A. Wolf
Jay A. Wolf, an individual
Date: May 4, 2007

--------------------------------
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).
 

 
 
 
 
EXHIBIT 1
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.
a Cayman Islands exempted company
  
TRINAD MANAGEMENT, LLC
a Delaware limited liability company
         
         
By:
/s/ Robert S. Ellin
Robert S. Ellin, Director
Date: May 4, 2007
   By:
/s/ Robert S. Ellin
Robert S. Ellin, Managing Member
Date: May 4, 2007
         
       
TRINAD CAPITAL LP
a Delaware limited partnership
    
TRINAD ADVISORS II, LLC
a Delaware limited liability company
       
By: TRINAD ADVISORS II, LLC
a Delaware limited liability company
As its General Partner
  
 
         
         
By:
/s/ Robert S. Ellin
Robert S. Ellin, Managing Member
Date: May 4, 2007
   By:
/s/ Robert S. Ellin
Robert S. Ellin, Managing Member
Date: May 4, 2007
         
         
By:
/s/ Robert S. Ellin
Robert S. Ellin, an individual
Date: May 4, 2007
   By:
/s/ Jay A. Wolf
Jay A. Wolf, an individual
Date: May 4, 2007