UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No __)* eB2B Commerce, Inc. ---------------------------- (Name of Issuer) Common Stock ------------ (Title of Class of Securities) 26824R 10 9 --------- (CUSIP Number) Trinad Capital, L.P. 153 East 53rd Street, 48th Floor New York, N.Y. 10022 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) February 8, 2005 --------------- (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 which is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(e), 13d-1(f), or 13d-1(g), check the following box: |_|. 1 SCHEDULE 13D CUSIP No. 26824R 10 9 - ------------------- 1) NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Trinad Capital, L.P. - ------------------------------------------------------------------------------- 2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) |_| (b) |_| - ------------------------------------------------------------------------------- 3) SEC USE ONLY - ------------------------------------------------------------------------------- 4) SOURCE OF FUNDS OO - ------------------------------------------------------------------------------- 5) CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) |_| - ------------------------------------------------------------------------------- 6) CITIZENSHIP OR PLACE OF ORGANIZATION Delaware - ------------------------------------------------------------------------------- 7) SOLE VOTING POWER NUMBER OF 0 SHARES ------------------------------------------------ BENEFICIALLY 8) SHARED VOTING POWER OWNED BY 3,720,000 EACH ------------------------------------------------ REPORTING 9) SOLE DISPOSITIVE POWER PERSON 0 WITH ------------------------------------------------ 10) SHARED DISPOSITIVE POWER 3,720,000 - ------------------------------------------------------------------------------- 11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 3,720,000 - ------------------------------------------------------------------------------- 12) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES |_| - ------------------------------------------------------------------------------- 13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 93% - ------------------------------------------------------------------------------- 14) TYPE OF REPORTING PERSON PN - ------------------------------------------------------------------------------- 2 SCHEDULE 13D CUSIP No. 26824R 10 9 - ------------------- 1) NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Robert Ellin - ------------------------------------------------------------------------------- 2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) |_| (b) |_| - ------------------------------------------------------------------------------- 3) SEC USE ONLY - ------------------------------------------------------------------------------- 4) SOURCE OF FUNDS OO - ------------------------------------------------------------------------------- 5) CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) |_| - ------------------------------------------------------------------------------- 6) CITIZENSHIP OR PLACE OF ORGANIZATION United States of America - ------------------------------------------------------------------------------- 7) SOLE VOTING POWER NUMBER OF 0 SHARES -------------------------------------------------- BENEFICIALLY 8) SHARED VOTING POWER OWNED BY 3,720,000 EACH -------------------------------------------------- REPORTING 9) SOLE DISPOSITIVE POWER PERSON 0 WITH -------------------------------------------------- 10) SHARED DISPOSITIVE POWER 3,720,000 - ------------------------------------------------------------------------------- 11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 3,720,000 - ------------------------------------------------------------------------------- 12) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES |_| - ------------------------------------------------------------------------------- 13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 93% - ------------------------------------------------------------------------------- 14) TYPE OF REPORTING PERSON IN - ------------------------------------------------------------------------------- 3 Item 1. Security and Issuer. The class of equity securities to which this statement relates is the common stock, par value $.0001, (the "Common Stock") of eB2B Commerce, Inc. ("the Company"). The principal executive offices of the Company are located at 153 East 53rd Street, 48th Floor, New York, N.Y. 10022. Item 2. Identity and Background. (a) - (c) This statement is being filed jointly by Trinad Captital, L.P. ("Trinad") and Robert Ellin, Managing Member of Trinad, (together, the "Reporting Persons"). Trinad, a Delaware limited liability partnership, is a hedge fund dedicated to investing in micro-cap companies, whose principal place of business is 153 East 53rd Street, 48th Floor, New York, NY 10022. Trinad is a member of GCM Security Partners, LLC ("GCM"), a Delaware limited liability company, whose principal place of business is located at c/o Galloway Capital Management, LLC, 1325 Avenue of the Americas, 26th Floor New York, NY 10019. Robert Ellin is principally employed as the General Partner, and owns 6.2%, of Trinad. (d) - (e) The Reporting Persons have not, during the last five years, been convicted in a criminal proceeding (excluding traffic violations and similar misdemeanors) or been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and 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. The shares of Common Stock were acquired by Trinad in accordance with the Order Confirming Amended Plan of Reorganization from the United States Bankruptcy Court for the Southern District of New York, dated January 26, 2005. Item 4. Purpose of Transaction. On October 27, 2004, the Company filed a petition for reorganization under Chapter 11 of the United States Bankruptcy Code. On January 26, 2005, the United States Bankruptcy Court for the Southern District of New York (the "Court") confirmed its Amended Plan of Reorganization (the "Plan"). The Plan contemplates that the primary source of cash for distributions will be the cash contribution of Trinad, the plan sponsor. Trinad has contributed $500,000 in cash to the Company in exchange for 93% of the new common stock issued under the Plan. Trinad will seek to raise additional capital with a view to making the Company an attractive vehicle with which to acquire a business. It will then seek a suitable acquisition candidate. No such business has been identified. Item 5. Interest in Securities of the Issuer. (a) As of the date hereof, Trinad may be deemed to beneficially own an aggregate of 3,720,000 shares of Common Stock, representing approximately 93% of the outstanding shares of Common Stock. As of the date hereof, Robert Ellin may be deemed to beneficially own an aggregate of 3,720,000 shares of Common Stock, representing approximately 93% of the outstanding shares of Common Stock (b) Trinad and Robert Ellin have shared voting power over and shared power to dispose of 3,720,000 shares of Common Stock. (c) Except as described above, the Reporting Persons have not effected any transaction in shares of Common Stock during the 60 days preceding the date hereof. 4 (d) Not applicable. (e) Not applicable. Item 6. Contracts, Arrangements, Understanding or Relationships With Respect to Securities of the Issuer. None. Item 7. Material to be Filed as Exhibits. Exhibit A: Joint Filing Agreement 5 SIGNATURES ---------- After reasonable inquiry and to the best knowledge and belief of the undersigned, the undersigned certifies that the information set forth in this statement is true, complete and correct. Dated: March 30, 2005 /s/ Robert Ellin ------------------------------------- Robert Ellin General Partner, Trinad Capital, L.P. /s/ Robert Ellin ------------------------------------- Robert Ellin 6 Exhibit A Agreement of Joint Filing Pursuant to Rule 13d-1(k) promulgated under the Securities Exchange Act of 1934, as amended, the undersigned persons hereby agree to file with the Securities and Exchange Commission the Statement on Schedule 13D (the "Statement") to which this Agreement is attached as an exhibit, and agree that such Statement, as so filed, is filed on behalf of each of them. IN WITNESS WHEREOF, the undersigned have executed this Agreement. Dated: March 30, 2005 By: Robert Ellin By: /s/ Robert Ellin --------------------------- Trinad Capital, L.P. By: /s/ Robert Ellin --------------------------- Name: Robert Ellin Title: General Partner