Unassociated Document

Robert S. Ellin

c/o Trinad Management, LLC

4751 Wilshire Boulevard, 3rd Floor

Los Angeles, CA 90010

(310) 601-2500

(Name, Address and Telephone Number of Person

Authorized to Receive Notices and Communications)

December 28, 2011

(Date of Event which Requires Filing of this Statement)

The information required on 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).



	Names of Reporting Persons
1	Trinad Capital Master Fund, Ltd.
	Check the Appropriate Box if a Member of a Group (see instructions)	(a) ¨
2		(b) x
3	SEC Use Only
	Source of Funds (see instructions)
4	WC
5	Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)	¨
	Citizenship or Place of Organization
6	Cayman Islands

		Sole Voting Power
Number of	7	0
Shares		Shared Voting Power
Beneficially by	8	19,574,059 (1)
Owned by Each		Sole Dispositive Power
Reporting	9	0
Person With		Shared Dispositive Power
	10	19,574,059 (1)

11	Aggregate Amount Beneficially Owned by Each Reporting Person
	19,574,059 (1)
12	Check if the Aggregate Amount in Row (11) Excludes	¨
	Certain Shares (see instructions)
13	Percent of Class Represented by Amount in Row (11)
	37.5%
14	Type of Reporting Person (see instructions)
	CO

(1) Includes (a) 4,293,160 issued and outstanding shares of common stock, (b) 280,899 shares of common stock issuable upon exercise of warrants held by Trinad Capital Master Fund, Ltd., at an exercise price of $2.67 per share, (c) 10,000,000 shares of common stock issuable upon conversion of a convertible note issued by NeuMedia, Inc. (the “Company”) with an aggregate principal amount of $1,500,000 held by Trinad Capital Master Fund, Ltd., and (d) 5,000,000 shares of common stock issuable upon exercise of warrants held by Trinad Capital Master Fund, Ltd. at an exercise price of $0.25 per share.



	Names of Reporting Persons
1	Trinad Management, LLC
	Check the Appropriate Box if a Member of a Group (see instructions)	(a) ¨
2		(b) x
3	SEC Use Only
	Source of Funds (see instructions)
4	N/A
5	Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)	¨
	Citizenship or Place of Organization
6	Delaware

		Sole Voting Power
Number of	7	100,000 (1)
Shares		Shared Voting Power
Beneficially by	8	19,574,059 (2)
Owned by Each		Sole Dispositive Power
Reporting	9	100,000 (1)
Person With		Shared Dispositive Power
	10	19,574,059 (2)

11	Aggregate Amount Beneficially Owned by Each Reporting Person
	19,674,059 (1)(2)
12	Check if the Aggregate Amount in Row (11) Excludes	¨
	Certain Shares (see instructions)
13	Percent of Class Represented by Amount in Row (11)
	37.7%
14	Type of Reporting Person (see instructions)
	IA

(2) Includes (a) 4,293,160 issued and outstanding shares of common stock, (b) 280,899 shares of common stock issuable upon exercise of warrants held by Trinad Capital Master Fund, Ltd., at an exercise price of $2.67 per share, (c) 10,000,000 shares of common stock issuable upon conversion of a convertible note issued by the Company with an aggregate principal amount of $1,500,000 held by Trinad Capital Master Fund, Ltd., and (d) 5,000,000 shares of common stock issuable upon exercise of warrants held by Trinad Capital Master Fund, Ltd. at an exercise price of $0.25 per share.



	Names of Reporting Persons
1	Trinad Capital LP
	Check the Appropriate Box if a Member of a Group (see instructions)	(a) ¨
2		(b) x
3	SEC Use Only
	Source of Funds (see instructions)
4	N/A
5	Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)	¨
	Citizenship or Place of Organization
6	Delaware

		Sole Voting Power
Number of	7	0
Shares		Shared Voting Power
Beneficially by	8	13,780,137 (1)
Owned by Each		Sole Dispositive Power
Reporting	9	0
Person With		Shared Dispositive Power
	10	13,780,137 (1)

11	Aggregate Amount Beneficially Owned by Each Reporting Person
	13,780,137 (1)
12	Check if the Aggregate Amount in Row (11) Excludes	¨
	Certain Shares (see instructions)
13	Percent of Class Represented by Amount in Row (11)
	26.4%
14	Type of Reporting Person (see instructions)
	PN

(1) Includes Trinad Capital LP’s prorata portion of (a) the 4,293,160 shares of common stock owned by Trinad Capital Master Fund, Ltd., (b) 280,899 shares of common stock issuable upon exercise of warrants held by Trinad Capital Master Fund, Ltd., at an exercise price of $2.67 per share, (c) 10,000,000 shares of common stock issuable upon conversion of a convertible note issued by the Company with an aggregate principal amount of $1,500,000 held by Trinad Capital Master Fund, Ltd., and (d) 5,000,000 shares of common stock issuable upon exercise of warrants held by Trinad Capital Master Fund, Ltd. at an exercise price of $0.25 per share.



	Names of Reporting Persons
1	Trinad Advisors II, LLC
	Check the Appropriate Box if a Member of a Group (see instructions)	(a) ¨
2		(b) x
3	SEC Use Only
	Source of Funds (see instructions)
4	N/A
5	Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)	¨
	Citizenship or Place of Organization
6	Delaware

		Sole Voting Power
Number of	7	0
Shares		Shared Voting Power
Beneficially by	8	13,780,137 (1)
Owned by Each		Sole Dispositive Power
Reporting	9	0
Person With		Shared Dispositive Power
	10	13,780,137 (1)

11	Aggregate Amount Beneficially Owned by Each Reporting Person
	13,780,137 (1)
12	Check if the Aggregate Amount in Row (11) Excludes	¨
	Certain Shares (see instructions)
13	Percent of Class Represented by Amount in Row (11)
	26.4%
14	Type of Reporting Person (see instructions)
	OO



	Names of Reporting Persons
1	Robert S. Ellin
	Check the Appropriate Box if a Member of a Group (see instructions)	(a) ¨
2		(b) x
3	SEC Use Only
	Source of Funds (see instructions)
4	N/A
5	Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)	¨
	Citizenship or Place of Organization
6	United States

		Sole Voting Power
Number of	7	8,500,000 (1)
Shares		Shared Voting Power
Beneficially by	8	19,674,059 (2)
Owned by Each		Sole Dispositive Power
Reporting	9	8,500,000 (1)
Person With		Shared Dispositive Power
	10	19,674,059 (2)

11	Aggregate Amount Beneficially Owned by Each Reporting Person
	28,174,059 (1)(2)
12	Check if the Aggregate Amount in Row (11) Excludes	¨
	Certain Shares (see instructions)
13	Percent of Class Represented by Amount in Row (11)
	54.0%
14	Type of Reporting Person (see instructions)
	IN

(1) Includes (a) fully-vested options to purchase 500,000 shares of common stock, (b) a grant of 3,400,000 shares of common stock vesting in three equal tranches upon the occurrence of certain debt and/or equity financings of the Issuer or the Issuer’s achievement of certain total enterprise values, or upon the earlier change of control of the Issuer, (c) a fully-vested grant of 3,600,000 shares of common stock subject to a 2-year transfer restriction, and (d) a grant of 1,000,000 shares of common stock vesting on December 28, 2012 and subject to a 1-year transfer restriction following the vesting date.

(2) Includes (a) 100,000 shares of common stock issuable upon conversion of 100,000 shares of Series A Convertible Preferred Stock held by Trinad Management LLC, assuming a conversion price of $1.00 per share, (b) 4,293,160 issued and outstanding shares of common stock held by Trinidad Capital Master Fund, Ltd., (c) 280,899 shares of common stock issuable upon exercise of warrants held by Trinad Capital Master Fund, Ltd., at an exercise price of $2.67 per share, (d) 10,000,000 shares of common stock issuable upon conversion of a convertible note issued by the Company with an aggregate principal amount of $1,500,000 held by Trinad Capital Master Fund, Ltd., and (e) 5,000,000 shares of common stock issuable upon exercise of warrants held by Trinad Capital Master Fund, Ltd. at an exercise price of $0.25 per share. Robert S. Ellin disclaims beneficial ownership of the Issuer’s Common Stock directly and beneficially owned by Trinad Capital Master Fund, Ltd. and Trinad Management LLC except to the extent of his pecuniary interests therein.

This Statement on Schedule 13D constitutes Amendment No. 5 (“Amendment”) to the Statement on Schedule 13D originally filed with the Securities and Exchange Commission on March 30, 2005, as amended (together, the “Schedule 13D”). Except as otherwise supplemented by the information in this Amendment, the information contained in the Schedule 13D and its subsequent amendments, remains in effect.

(iii)

Trinad Management, LLC, a Delaware limited liability company, which is principally engaged in the business of managing the investments of the Trinad Capital Master Fund, 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.

(v)

Robert S. Ellin, an individual and the Executive Chairman 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.

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.

Since the date of the filing of Amendment No. 4 to the Statement on Schedule 13D, the Issuer entered in to an executive chairman agreement with Robert Ellin. In consideration of Mr. Ellin’s past and future services, pursuant to the terms of restricted stock agreements, the Issuer granted (a) 3,400,000 shares of Common Stock that vest in three equal tranches upon the occurrence of certain debt and/or equity financing of the Issuer or the Issuer’s achievement of certain total enterprise values, or upon the earlier change of control of the Issuer, (b) 3,600,000 fully-vested shares of Common Stock subject to a 2-year transfer restriction, and (c) 1,000,000 shares of Common Stock vesting on December 28, 2012 subject to a 1-year transfer restriction following the vesting date.

This Amendment is being filed to report the issuance of additional shares of Common Stock of the Issuer to Robert Ellin in connection with Mr. Ellin being appointed the Executive Chairman of the Issuer and his provision of past services to the Issuer. Prior to this appointment, Mr. Ellin served the Issuer as Co-Chairman. The Issuer and Mr. Ellin entered into an executive chairman agreement and restricted stock agreements, pursuant to which, among other things, Mr. Ellin was granted (a) 3,400,000 shares of Common Stock that vest in three equal tranches upon the occurrence of certain debt and/or equity financing of the Issuer or the Issuer’s achievement of certain total enterprise values, or upon the earlier change of control of the Issuer, (b) 3,600,000 fully-vested shares of Common Stock subject to a 2-year transfer restriction, and (c) 1,000,000 shares of Common Stock vesting on December 28, 2012 subject to a 1-year transfer restriction following the vesting date.

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. However, no Reporting Person has any present plan or proposal which would relate to or result in any of the matters set forth in subparagraphs (a) - (j) of Item 4 of Schedule 13D, except as set forth herein or such as would occur upon completion of any of the actions discussed herein.

The Reporting Persons intend to review their investment in the Issuer on a continuing basis. Depending on various factors including, without limitation, the Issuer's financial position and investment strategy, the price levels of the shares of Common Stock, conditions in the securities markets and general economic and industry conditions, the Reporting Persons may in the future take such actions with respect to their investment in the Issuer as they deem appropriate including, without limitation, communications with management and the Board of Directors of the Issuer, nominating or recommending additional candidates to serve as members of the Board of Directors of the Issuer, having discussions with other stockholders and potential nominees to the Board of Directors of the Issuer, making proposals to the Issuer concerning changes to the capitalization, ownership structure or operations of the Issuer, purchasing additional shares of Common Stock, selling some or all of their shares of Common Stock, engaging in short selling of or any hedging or similar transaction with respect to the shares of Common Stock, or changing their intention with respect to any and all matters referred to in Item 4.

Trinad Capital Master Fund, Ltd. is the beneficial owner of 19,574,059 shares of the Common Stock, representing approximately 37.5% of the Common Stock of the Issuer, which includes (a) 4,293,160 issued and outstanding shares of common stock, (b) 280,899 shares of common stock issuable upon exercise of warrants held by Trinad Capital Master Fund, Ltd., at an exercise price of $2.67 per share, (c) 10,000,000 shares of common stock issuable upon conversion of a convertible note issued by Issuer with an aggregate principal amount of $1,500,000 held by Trinad Capital Master Fund, Ltd., and (d) 5,000,000 shares of common stock issuable upon exercise of warrants held by Trinad Capital Master Fund, Ltd. at an exercise price of $0.25 per share.

Trinad Capital LP, as the owner of 70.4% of the shares of Trinad Capital Master Fund, Ltd., and Trinad Advisors II, LLC, as the general partner of Trinad Capital LP, are each deemed the beneficial owner of 13,780,137 shares of the Common Stock which includes (a) 3,022,384 shares of Common Stock of the Issuer (representing 70.4% of the shares of the 4,293,160 shares of the Common Stock held directly by Trinad Capital Master Fund, Ltd.), (b) 197,753 shares of common stock (representing 70.4% of the shares of 280,899 shares of common stock issuable upon exercise of warrants held by Trinad Capital Master Fund, Ltd., at an exercise price of $2.67 per share), (c) 7,040,000 shares of common stock (representing 70.4% of the shares of 10,000,000 shares of common stock issuable upon conversion of a convertible note issued by the Issuer with an aggregate principal amount of $1,500,000 held by Trinad Capital Master Fund, Ltd.), and (d) 3,520,000 shares of the common stock (representing 70.4% of the shares of 5,000,000 shares of common stock issuable upon exercise of warrants held by Trinad Capital Master Fund, Ltd., at an exercise price of $0.25 per share) representing, in the aggregate, approximately 26.4% of the Common Stock of the Issuer. Trinad Advisors II, LLC disclaims beneficial ownership of the shares of Common Stock beneficially owned by Trinad Capital LP, except to the extent of its pecuniary interest therein.

Trinad Management, LLC (as the manager of the Trinad Capital Master Fund, Ltd. and Trinad Capital LP) is deemed the beneficial owner of 19,674,059 shares of the Common Stock which includes 19,574,059 shares of the Common Stock held by Trinad Capital Master Fund, Ltd. and 100,000 shares of common stock issuable upon conversion of 100,000 shares of Series A Convertible Preferred Stock held by Trinad Management LLC, assuming conversion price $1.00 per share, representing, in the aggregate, approximately 37.7% of the Common Stock of the Issuer. Trinad Managment, LLC disclaims beneficial ownership of the shares of Common Stock directly and beneficially owned by Trinad Capital Master Fund, Ltd. except to the extent of its pecuniary interests therein.

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 owner of 28,174,059 shares of the Common Stock which includes 19,574,059 shares of the Common Stock held by Trinad Capital Master Fund, Ltd., 100,000 shares of common stock issuable upon conversion of 100,000 shares of Series A Convertible Preferred Stock held by Trinad Management LLC, and 8,000,000 shares of Common Stock of the Issuer with options to purchase an 500,000 shares of Common Stock owned by Mr. Ellin individually, representing, in the aggregate, approximately 54.0% of the Common Stock of the Issuer . Robert S. Ellin disclaims beneficial ownership of the shares of Common Stock directly and beneficially owned by Trinad Capital Master Fund, Ltd. and Trinad Management, LLC except to the extent of his pecuniary interests therein.

(b) Each of the Reporting Persons share the power to vote or to direct the vote and to dispose or to direct the disposition of the Common Stock it or he may be deemed to beneficially own, except that Mr. Ellin shall have the sole power to vote or to direct the vote and to dispose or to direct the disposition of 8,500,000 shares of Common Stock underlying the options granted to Mr. Ellin on June 18, 2008 at an exercise price of $2.75 per share, upon their exercise, and the Common Stock granted pursuant to restricted stock agreements issued in consideration of Mr. Ellin’s past and future services to the Issuer.

(c) On December 28, 2011, the Issuer entered into an executive chairman agreement and certain restricted stock agreements with Mr. Ellin in consideration of Mr. Ellin’s past and future services to the Issuer. Among other things, Mr. Ellin was granted (a) 3,400,000 shares of Common Stock that vest in three equal tranches upon the occurrence of certain debt and/or equity financing of the Issuer or the Issuer’s achievement of certain total enterprise values, or upon the earlier change of control of the Issuer, (b) 3,600,000 fully-vested shares of Common Stock subject to a 2-year transfer restriction, and (c) 1,000,000 shares of Common Stock vesting on December 28, 2012 subject to a 1-year transfer restriction following the vesting date.

In connection with the grant of securities by the Issuer to the Reporting Persons described in Item 5 above, the Issuer entered into the executive chairman agreement with Mr. Ellin. The executive chairman agreement provides for a one-year term and annual fees of $450,000, half of which will be deferred unless certain debt and/or equity financings are consummated. Mr. Ellin is eligible to receive an annual cash bonus of up to 100% of his annual fee based on the satisfaction of performance-related milestones to be agreed upon by Mr. Ellin and the Issuer’s board of directors. Mr. Ellin also received a grant of 3,400,000 shares of Common Stock that vest in three equal tranches upon the occurrence of certain debt and/or equity financings of the Issuer or the Issuer’s achievement of certain total enterprise values, or upon the earlier change of control of the Issuer. Mr. Ellin is also entitled to receive additional performance bonuses of $1.5 million and $3.3 million, in cash or Shares at Mr. Ellin’s election, upon the Issuer’s achievement of certain total enterprise values.

In addition, the Issuer entered into restricted stock agreement with Mr. Ellin, which governing an aggregate of 4,600,000 shares of Common Stock issued to Mr. Ellin. Pursuant to the terms of the restricted stock agreements, 3,600,000 of the shares are fully vested as of the date of issuance, and may not be transferred by Mr. Ellin for two years following the date of issuance; the remaining 1,000,000 shares vest on December 28, 2012 or upon the earlier occurrence of a change of control of the Issuer, and may not be transferred by Mr. Ellin for one year following the vesting date. The shares were issued in consideration of Mr. Ellin’s past and future services without the payment of any cash consideration by Mr. Ellin.

The shares were issued pursuant to the exemption provided by Section 4(2) of the Securities Act of 1933, as amended, for transactions by an issuer not involving any public offering. Mr. Ellin is a director of the Issuer and has access to information concerning the Issuer and its business prospects and there was no general solicitation or advertising for the sale of the shares.

Except as described herein or in other amendments to the 13D, there are no contracts, arrangements, understandings or relationships (legal or otherwise) between the Reporting persons named in Item 2 hereof and any person with respect to any securities of the Issuer, including but not limited to transfer or voting of any other securities, finder’s fees, joint ventures, loan or option arrangements, puts or calls, guarantees of profits, divisions of profits or loss, or the giving or withholding of proxies.

TRINAD CAPITAL MASTER FUND, LTD.		TRINAD MANAGEMENT, LLC
a Cayman Islands exempted company		a Delaware limited liability company

By:	/s/ Robert S. Ellin	By:	/s/ Robert S. Ellin
	Robert S. Ellin, Director		Robert S. Ellin, Managing Member

Date:	January 6, 2012	Date:	January 6, 2012

TRINAD CAPITAL LP
a Delaware limited partnership

By: TRINAD ADVISORS II, LLC		TRINAD ADVISORS II, LLC
a Delaware limited liability company		a Delaware limited liability company
As its General Partner

By:	/s/ Robert S. Ellin	By:	/s/ Robert S. Ellin
	Robert S. Ellin, Managing Member		Robert S. Ellin, Managing Member

Date:	January 6, 2012	Date:	January 6, 2012

	/s/ Robert S. Ellin
	Robert S. Ellin, an individual

Date:	January 6, 2012

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.

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.		TRINAD MANAGEMENT, LLC
a Cayman Islands exempted company		a Delaware limited liability company

By:	/s/ Robert S. Ellin	By:	/s/ Robert S. Ellin
	Robert S. Ellin, Director		Robert S. Ellin, Managing Member

Date:	January 6, 2012	Date:	January 6, 2012

TRINAD CAPITAL LP
a Delaware limited partnership

By: TRINAD ADVISORS II, LLC		TRINAD ADVISORS II, LLC
a Delaware limited liability company		a Delaware limited liability company
As its General Partner

By:	/s/ Robert S. Ellin	By:	/s/ Robert S. Ellin
	Robert S. Ellin, Managing Member		Robert S. Ellin, Managing Member

Date:	January 6, 2012	Date:	January 6, 2012

	/s/ Robert S. Ellin
	Robert S. Ellin, an individual

Date:	January 6, 2012