UNITED STATESSECURITIES
AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 10-KSB/A(Amendment  No. 1)

## [Mark One]

| | [X] | ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
| | --- | ------------------------------------------------------------------------------------

For the
fiscal year ended June 30, 2005

| | [  ] | TRANSITION REPORT PURSUANT TO
SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
| | ---- | ----------------------------------------------------------------------------------------

For the
transition period from ____________________ to ____________________.

Commission file
no. 0-22848

U.S.
WIRELESS DATA, INC.(Name of small
business issuer in its charter)

|Delaware                                                      | 84-1178691                           
|------------------------------------------------------------- | -------------------------------------
|(State or other jurisdiction of
incorporation or organization | (I.R.S. Employer
 Identification No.)

420
Lexington Avenue, Suite 2450, New York, New York 10170
(Address of principal executive offices)   
   (Zip Code)

Registrants
telephone number, including area code:     (646)
452-6128

Securities
registered pursuant to Section 12(b) of the Act:    None
Securities registered under Section 12(g) of the Exchange Act$.01 Par Value Common Stock
(Title of Class)

Check
whether the issuer (1) filed all reports required to be filed by Section 13 or
15(d) of the Exchange Act during the past 12 months (or for such shorter period
that the Registrant was required to file such reports), and (2) has been subject
to such filing requirements for the past 90 days.     Yes 
[X]     No  [   ]

Check
if there is no disclosure of delinquent filers in response to Item 405 of
Regulation S-B contained in this form, and no disclosure will be contained, to
the best of registrants knowledge, in definitive proxy or information
statements incorporated by reference in Part III of this Form 10-KSB or any
amendment to this Form 10-KSB.     [X]

Indicate by
check mark whether the  Registrant is a shell  company (as defined in Rule 12b-2 of the
Exchange  Act).     Yes 
[X]     No  [   ]

The
issuers revenues for the fiscal year ended June 30, 2005 were $0. The
aggregate market value of the issuers voting common equity held as of
October 24, 2005 by non-affiliates of the Issuer was approximately $28,000 based
on the closing price of $0.10 as of October 26, 2005.

As of
October 24, 2005, the issuer had 3,999,730 shares of its $0.01 par value common
stock outstanding.

Transitional
Small Business Disclosure Format (check one):     Yes  [   ]     No  [X]

---

U.S.
Wireless Data, Inc.
ANNUAL REPORT ON FORM 10-KSB/A (Amendment No. 1)
FOR THE YEAR ENDED JUNE 30, 2005
INDEX

Page

|PART III                                                    |  |   | 
|----------------------------------------------------------- |  | - | 
|Item 9.      DIRECTORS AND EXECUTIVE OFFICERS; COMPLIANCE   | 
|WITH SECTION 16(a) OF THE EXCHANGE ACT                      |  | 3 | 
|Item 10.    EXECUTIVE COMPENSATION                          |  | 6 | 
|Item 11.    SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS | 
|AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS              |  | 6 | 
|Item 12.    CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS  |  | 8 | 
|Item 13.    EXHIBITS                                        |  | 8 | 
|Item 14.    PRINCIPAL ACCOUNTANT FEES AND SERVICES          |  | 9 | 

2

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EXPLANATORY
NOTE

The
purpose of this amendment is to include the information required by Part III of
Form 10-KSB, which was omitted from our Form 10-KSB as originally filed on
September 28, 2005 since we originally planned to incorporate such information
by reference to our Proxy. We now plan on filing our Proxy at a later date.

This
amendment should be read in conjunction with our Annual Report for the year
ended June 30, 2005 originally filed on Form 10-KSB.

PART III

ITEM 9.   
DIRECTORS AND EXECUTIVE OFFICERS; COMPLIANCE WITH SECTION 16(a) OF THE EXCHANGE ACT

Board of
Directors and Executive Officers

On
March 26, 2004, we filed a voluntary petition for relief under Chapter 11 of the
United States Bankruptcy Code (the Bankruptcy Code) in the United
States Bankruptcy Court for the Southern District of New York (the
Court), in re U.S. Wireless Data, Inc., Case Number 04-12075.

We
were operating as a debtor-in-possession (DIP) under the
jurisdiction of the Court and in accordance with the applicable provisions of
the Bankruptcy Code and orders of the Court (the Chapter 11
Proceedings) until the Reorganization (as defined below).

On
December 27, 2004, the Court confirmed our Amended Plan of Reorganization (the
Plan). Additional details concerning the Plan are in the Amended
Disclosure Statement filed with the Court in November 2004 in support of the
Plan, the Amended Plan of Reorganization and Order Confirming Amended Plan of
Reorganization, each of which is filed as an exhibit to Form 8-K filed with the
Securities and Exchange Commission (SEC) on January 18, 2005.

On
March 18, 2005, in accordance with the Plan, Trinad Capital, L.P.
(Trinad), our Plan sponsor, became the holder of 93% of our newly
issued common stock (the Reorganization). Additionally, on March 18,
2005, Robert Ellin became a director and our Chief Executive Officer, Jay Wolf
became a director and our Chief Operating Officer and Chief Financial Officer
and Barry Regenstein became a director. Robert Ellin and Jay Wolf are the
Managing Member and Managing Director of Trinad, respectively, and Barry
Regenstein is an outside consultant to Trinad.

3

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We are
currently a shell company with no operations and controlled by
Trinad, our majority stockholder. As a result of (i) the sale of virtually all
of our operating assets in the auction sales conducted in the Court (the
Auction Sales), and (ii) the Reorganization, very little of what is
included in this Report on Form 10-KSB is relevant to any assessment of the
Company on an ongoing basis. Accordingly, readers are advised not to rely on any
historical information in considering an investment in or disposition of our
stock.

The
following table contains certain information with respect to our current
directors. These are the same directors that were appointed on March 18, 2005 in
conjunction with the Reorganization.

|Name                | Age | Principal Occupation
|------------------- | --- | --------------------
|Robert S. Ellin     |     | 40                  
|Jay A. Wolf         |     | 33                  
|Barry I. Regenstein |     | 49                  

Robert S.
Ellin.  Mr.  Ellin is a Managing  Member of Trinad,  which is a hedge fund  dedicated  to
investing  in  micro-cap  public  companies.  Mr.  Ellin  is  also a  director  and
officer  of  Amalgamated  Technologies,  Inc.  (Amalgamated),  Shells Seafood
Restaurants,  Inc. (Shells Seafood) and Command Security  Corporation.  Prior
to  joining  Trinad  Capital LP, Mr.  Ellin was the founder  and  President  of  Atlantis
Equities,  Inc.,  a personal  investment  company.  Founded  in  1990,  Atlantis  has
actively  managed  an  investment  portfolio  of  small  capitalization  public  company
as well as select  private  company  investments.  Mr. Ellin  frequently  played an
active  role in Atlantis  investee  companies  including  Board  representation,
management  selection,  corporate  finance and other advisory  services.  Through
Atlantis and related  companies Mr. Ellin  spearheaded  investments  into ThQ, Inc.
(OTC:THQI),  Grand Toys (OTC: GRIN), Forward Industries,  Inc. (OTC: FORD) and completed
a leveraged  buyout of S&S  Industries,  Inc.  where he also served as President from
1996 to 1998.  Prior to founding  Atlantis  Equities,  Mr. Ellin worked in Institutional
Sales at LF Rothschild and prior to that he was the Manager of Retail  Operations at
Lombard Securities. Mr. Ellin received a Bachelor of Arts from Pace University.

Jay A. Wolf.
Mr. Wolf is a Managing Director of Trinad Capital LP. Mr. Wolf is also a director
and officer of Amalgamated and Shells Seafood. Mr. Wolf has nine years of investment
and operations experience in a broad range of industries. Mr. Wolfs investment
experience includes senior and subordinated debt, private equity, mergers & acquisitions
and public equity investments. Prior to joining Trinad Capital LP, Mr. Wolf served
as the Vice President of Corporate Development for a marketing communications firm
where he was responsible for the company's acquisition program. Prior to that he
worked at CCFL Ltd. a Toronto based merchant bank in the Senior Debt Department
and subsequently for Trillium Growth Capital the firm's venture capital Fund. Mr.
Wolf received a Bachelor of Arts from Dalhousie University.

4

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Barry I.
Regenstein. Mr. Regenstein is the Executive Vice President and Chief
Operating Officer of Command Security Corporation. Trinad is a significant
shareholder of Command Security Corporation and Mr. Regenstein has formerly
served as a consultant for Trinad. Mr. Regenstein has over 25 years of
experience with 21 years of such experience in the aviation services industry.
Mr. Regenstein was formerly Senior Vice President and Chief Financial Officer of
Globe Ground North America (previously Hudson General Corporation), and
previously served as the Corporations Controller and as a Vice President.
Prior to joining Hudson General Corporation in 1982, he had been with Coopers
& Lybrand in Washington, D.C. since 1978. Mr. Regenstein is a Certified
Public Accountant and received his Bachelor of Science in Accounting from the
University of Maryland and an M.S. in Taxation from Long Island
University.

Audit
Committee. We do not currently have an Audit Committee and all actions that
would otherwise be handled by the Audit Committee are undertaken by the full
Board of Directors. If and when we find a suitable merger candidate and we
successfully enter into a merger transaction whereby a company with assets and
operations survives, we intend to establish an Audit Committee that fulfills the
independent and other requirements promulgated by the SEC.

Board of
Directors and Executive Officers prior to our emergence from Bankruptcy

Prior
to our emergence from Chapter 11 of the Bankruptcy Code, Dean M. Leavitt was our
Chairman of the Board and Chief Executive Officer, Barry A. Kaplan was a
director of the Company, Chester N. Winter was a director of the Company, Heidi
R. Goff was our President and Chief Operating Officer, Charles I. Leone was our
Executive Vice President, Chief Administrative Officer and Secretary and Adi
Raviv was our Executive Vice President and Chief Financial Officer. With the
exception of Mr. Leone, who is currently serving as an outside consultant to the
Company, none of our directors and officers prior to the Reorganization have any
current affiliation with us.

Section
16(A) Beneficial Ownership Reporting Compliance

Section
16(a) of the Exchange Act requires our officers, directors, and persons owning
more than ten percent of a registered class of our equity securities (ten
percent stockholders) to file reports of ownership and changes of
ownership with the SEC. Officers, directors, and ten-percent stockholders are
required by SEC regulations to furnish us with copies of all Section 16(a)
reports they file with the SEC. To the best of our knowledge, based solely on
review of the copies of such reports and amendments thereto furnished to us, we
believe that during our fiscal year ended June 30, 2005, all Section 16(a)
filing requirements applicable to our officers, directors, and ten percent
stockholders were met.

Code of
Ethics

We do
not currently have a code of ethics because we are not an operating company. If
and when we find a suitable merger candidate and we successfully enter into a
merger transaction whereby a company with assets and operations survives, we
intend to establish a code of ethics.

5

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ITEM 10.   
EXECUTIVE COMPENSATION

On
March 18, 2005, Robert Ellin became a director and our Chief Executive Officer,
Jay Wolf became a director and our Chief Operating Officer and Chief Financial
Officer and Barry Regenstein became a director. None of our current directors
and officers receive any compensation paid by us.

Prior
to our Reorganization, our former directors and officers received compensation
paid by us. After our emergence from Chapter 11 of the Bankruptcy Code, with the
exception of Mr. Leone, who is currently serving as an outside consultant and
receives compensation paid by us for those services, none of our former
directors and officers have any current affiliation with us and accordingly do
not receive compensation paid by us.

In
accordance with the Plan, all of the options and warrants held by our former
directors and officers prior to the Reorganization were canceled. None of our
current directors and executive officers hold any options or warrants of the
Company.

We
have no plan for compensating our directors for their service in their capacity
as directors, although such directors are expected in the future to receive
stock options to purchase common shares as awarded by our board of directors or
(as to future stock options) a compensation committee which may be established.
Directors are entitled to reimbursement for reasonable travel and other
out-of-pocket expenses incurred in connection with attendance at meetings of our
board of directors. Our board of directors may award special remuneration to any
director undertaking any special services on our behalf other than services
ordinarily required of a director. No director received and/or accrued any
compensation for their services as a director, including committee participation
and/or special assignments.

There
are no management agreements with the our directors or executive officers and we
do not anticipate that written agreements will be put in place in the
foreseeable future.

We
have no plans or arrangements in respect of remuneration received or that may be
received by our executive officers to compensate such officers in the event of
termination of employment (as a result of resignation, retirement, change of
control) or a change of responsibilities following a change of control.

ITEM 11.   
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER
MATTERS

The
following tables set forth certain information regarding the beneficial
ownership of our common stock as of October 20, 2005, by the (i) Named Executive
Officers, (ii) all persons, including groups, known to us to own beneficially
more than five percent (5%) of the outstanding common stock, and (iii) all
executive officers and directors as a group. A person (or group) is deemed to be
a beneficial owner of common stock that can be acquired by such person or group
within 60 days from October 20, 2005, upon the exercise of warrants, options or
other rights exercisable for, or convertible into, common stock. As of October
20, 2005, there were a total of 3,999,730 shares of common stock outstanding and
there was no securities outstanding that were convertible into shares of common
stock.

Except as
otherwise  indicated,  the address of each of the following  persons is c/o U.S. Wireless
Data, Inc., 420  Lexington Avenue, Suite 2450, New York, New York 10170.

6

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CERTAIN
HOLDERS OF COMMON STOCK

|                                                      | Beneficially Owned as ofOctober 20, 2005 (1) |          
|----------------------------------------------------- | -------------------------------------------- | ---------
|
|Trinad Capital, L.P.                                  |                                              |          
|153 East 53rd Street,                                 |                                             
|48th Floor                                            |                                             
|New York, NY 10022                                    |                                              | 3,720,000
|Current directors or officers:                        |                                             
|Robert S. Ellin                                       |                                              | --       
|Jay A. Wolf                                           |                                              | --       
|Barry I. Regenstein                                   |                                              | --       
|Former directors and officers:                        |                                             
|Barry A. Kaplan                                       |                                              | 11,146   
|Dean M. Leavitt                                       |                                              | 3,309    
|Charles I. Leone                                      |                                              | 433      
|Marc R. Shultz                                        |                                              | 433      
|Chester N. Winter                                     |                                              | 24       
|Heidi R. Goff                                         |                                              | --       
|Adi Raviv                                             |                                              | --       
|All current directors and named executive officers as |                                             
|a group (three persons)                               |                                              | 3,720,000
|                                                      |                                              |          

___________________

*
Represents less than 1% of outstanding shares.

|(1) |  | Except as specifically indicated in the footnotes to this table, the persons
named in this table have sole voting and investment power with respect to all
shares of common stock shown as beneficially owned by them, subject to community
property laws where applicable. Beneficial ownership is determined in accordance
with the rules of the SEC. In computing the number of shares beneficially owned
by a person and the percentage ownership of that person, shares of common stock
subject to options, warrants or rights held by that person that are currently
exercisable or exercisable, convertible or issuable within 60 days of October
20, 2005, are deemed outstanding. Such shares, however, are not deemed
outstanding for the purpose of computing the percentage ownership of any other
person.
|--- |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(2) |  | Trinad owns 93% of our outstanding common stock. Robert Ellin and Jay Wolf, two
of our directors and executive officers, are principals of Trinad and Barry
Regenstein, our other director, is affiliated with Trinad. Robert Ellin and Jay
Wolf may be deemed to beneficially own the stock that Trinad owns.
|--- |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

Changes in
Control

We are unaware
of any contract or other  arrangement  the  operation of which may at a subsequent  date
result in a  change in control of our company.

7

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ITEM 12.   
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

There
have been no transactions, or proposed transactions, which have materially
affected or will materially affect us in which any director, executive officer
or beneficial holder of more than 10% of the outstanding common stock, or any of
their respective relatives, spouses, associates or affiliates, has had or will
have any direct or material indirect interest except as noted.

On
March 18, 2005, in accordance with the Plan, Trinad Capital, L.P.
(Trinad), our Plan sponsor, became the holder of 93% of our newly
issued common stock (the Reorganization). Additionally, on March 18,
2005, Robert Ellin became a director and our Chief Executive Officer, Jay Wolf
became a director and our Chief Operating Officer and Chief Financial Officer
and Barry Regenstein became a director. Robert Ellin and Jay Wolf are the
Managing Member and Managing Director of Trinad, respectively, and Barry
Regenstein is an outside consultant to Trinad.

As at
the date of this annual report, we do not have any policies in place with
respect to whether we will enter into agreements with related parties in the
future.

ITEM 13.   
EXHIBITS

ExhibitNumber              
Description of Exhibit

|2.1 |  | Amended
Disclosure Statement filed with the United States Bankruptcy  Court  for the Southern
District of New York (1)
|--- |  | ----------------------------------------------------------------------------------------------------------------------

|2.2 |  | Amended
Plan of Reorganization filed with the United States Bankruptcy  Court for the Southern
District of New York (1)
|--- |  | -----------------------------------------------------------------------------------------------------------------------

|2.3 |  | Order
Confirming Amended Plan of Reorganization issued by the United  States  Bankruptcy Court
for the Southern District of New York (1)
|--- |  | ----------------------------------------------------------------------------------------------------------------------------------------

|3.1 |  | Certificate
of Incorporation (2)
|--- |  | --------------------------------

|3.2 |  | Amended
and Restated Certificate of Incorporation (5)
|--- |  | -----------------------------------------------------

|3.3 |  | Bylaws
adopted March 18, 2005 (5)
|--- |  | ---------------------------------

|10.1 |  | Agreement
of Purchase and Sale,  dated as of March 26, 2004, by and between U.S.  Wireless  Data,
Inc. and NBS Synapse Corporation (3)
|---- |  | --------------------------------------------------------------------------------------------------------------------------------------

|10.2 |  | Agreement
of Purchase and Sale,  dated as of March 26, 2004, by and between U.S.  Wireless  Data,
Inc. and SANI Operating Co., LLC (3)
|---- |  | --------------------------------------------------------------------------------------------------------------------------------------

|10.3 |  | Indemnification
Agreement with consultant dated as of May 18, 2005 (5)
|---- |  | ----------------------------------------------------------------------

|10.4 |  | Loan
Agreement with Trinad Capital, L.P. dated as of September 23, 2005 (5)
|---- |  | ---------------------------------------------------------------------------

|16. |  | Letter
from Deloitte & Touche LLP, dated January 12, 2005 (4)
|--- |  | -------------------------------------------------------------

___________________

8

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*
Filed herewith.

|(1) |  | Incorporated by reference from the like-named exhibit filed with our Current
Report on Form 8-K, filed on January 18, 2005.
|--- |  | ---------------------------------------------------------------------------------------------------------------------------

|(2) |  | Incorporated by reference from the like-named exhibit filed with our Quarterly
Report on Form 10-QSB for the fiscal quarter ended September 30, 2000, filed on
November 14, 2000.
|--- |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(3) |  | Incorporated by reference from the like-named exhibit filed with our Current
Report on Form 8-K, filed on April 12, 2004.
|--- |  | -------------------------------------------------------------------------------------------------------------------------

|(4) |  | Incorporated by reference from the like-named exhibit filed with our Current
Report on Form 8-K, filed on January 13, 2005.
|--- |  | ---------------------------------------------------------------------------------------------------------------------------

|(5) |  | Incorporated by reference from the like-named exhibit filed with our Annual
Report on Form 10-KSB for the fiscal year ended June 30, 2005, filed on
September 28, 2005.
|--- |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------

ITEM 14.   
PRINCIPAL ACCOUNTANT FEES AND SERVICES.

The
following table presents fees for professional audit services rendered by
Friedman LLP for the audit of our annual financial statements and fees for other
services for the year ended June 30, 2005 and 2004. Fees
for the year ended 2004 includes fees for professional services rendered by
Deloitte & Touche LLP, our former principal accountant, for the review of
financial statements included in our quarterly reports filed with the SEC.

|                       | 2004 | 2005   
|---------------------- | ---- | -------
|Audit fees (1)         |      | $76,000
|Audit related fees (2) |      | None   
|Tax fees (3)           |      | None   
|All other fees (4)     |      | None   
|Total                  |      | $76,000
|                       |      |        

_______________________

|(1) |  | Audit
fees consisted of audit work performed in the audit of our annual financial
statements and review of financial statements included in our quarterly reports
filed with the SEC.
|--- |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(2) |  | We
did not incur audit  related fees from our principal accountants for the period presented.
|--- |  | ---------------------------------------------------------------------------------------------

|(3) |  | We
did not incur tax fees from our principal  accountants for the period presented.
|--- |  | -----------------------------------------------------------------------------------

|(4) |  | We
did not  incur other fees from our principal accountants for the period presented.
|--- |  | -------------------------------------------------------------------------------------

9

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Policy on
Audit Committee Pre-Approval of Audit and Permissible Non-audit Services of Independent
Auditors

We
do not currently have an Audit Committee and all actions that would otherwise be
handled by the Audit Committee are undertaken by our full Board of Directors. If
and when we find a suitable merger candidate and we successfully enter into a
merger transaction whereby a company with assets and operations survives, we
intend to establish an Audit Committee that fulfills the independent and other
requirements promulgated by the SEC. However, recognizing the SEC policies
regarding auditor independence, our Board of Directors has responsibility for
appointing, setting compensation and overseeing the work of the independent
auditor. In recognition of this responsibility, our Board of Directors has
established a policy to pre-approve all audit and permissible non-audit services
provided by the independent auditor.

Prior
to engagement of the independent auditor for the next years audit,
management will submit an aggregate of services expected to be rendered during
that year for each of the following four categories of services to our Board of
Directors for approval.

1.   
Audit services include audit work performed in the
preparation of financial statements, as well as work that generally only the
independent auditor can reasonably be expected to provide, including comfort
letters, statutory audits, and attest services and consultation regarding
financial accounting and/or reporting standards.

2.   
Audit-Related services are for assurance and related
services that are traditionally performed by the independent auditor, including
due diligence related to mergers and acquisitions, employee benefit plan audits,
and special procedures required to meet certain regulatory requirements.

3.   
Tax services include all services performed by the
independent auditors tax personnel except those services specifically
related to the audit of the financial statements, and includes fees in the areas
of tax compliance, tax planning, and tax advice.

4.   
Other Fees are those associated with services not
captured in the other categories.

Prior
to engagement, our Board of Directors pre-approves these services by category of
service. The fees are budgeted and our Board of Directors requires the
independent auditor and management to report actual fees versus the budget
periodically throughout the year by category of service. During the year,
circumstances may arise when it may become necessary to engage the independent
auditor for additional services not contemplated in the original pre-approval.
In those instances, our Board of Directors requires specific pre-approval before
engaging the independent auditor.

Our
Board of Directors may delegate pre-approval authority to one or more of its
members. The member to whom such authority is delegated must report, for
informational purposes only, any pre-approval decisions to our Board of
Directors at its next scheduled meeting.

Our
Board of Directors pre-approved the retention of Deloitte for all audit,
audit-related and tax services during fiscal 2003, and the retention of Friedman
for all audit, audit-related and tax services during fiscal 2004.

10

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SIGNATURES

In
accordance with Section 13 or 15 of the Exchange Act, the Registrant caused this
Report to be signed on its behalf by the undersigned, thereunto duly authorized.

|Dated: October 28, 2005 |  | U.S. WIRELESS DATA, INC.    | 
|----------------------- |  | --------------------------- | 
|                        |  | By: /s/ Jay Wolf            | 
|                        |  | Jay Wolf                    | 
|                        |  | Chief Operating Officer     | 
|                        |  | and Chief Financial Officer | 

In
accordance with the requirements of the Exchange Act, this Report has been
signed below by the following persons in the capacities and on the dates
indicated.

|Signatures       | Title | Date                         
|---------------- | ----- | -----------------------------
|Robert Ellin     |       | Director and                 
|                 |       | Chief Executive Officer      
|                 |       | (Principal Executive Officer)
|Jay Wolf         |       | Director,                    
|                 |       | Chief Operating Officer      
|                 |       | and Chief Financial Officer  
|                 |       | (Principal Financial Officer)
|Barry Regenstein |       | Director                     

11

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