UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
(Rule 13d-101)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULE 13d-
1(A) AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2(a)
Amendment No.1
Command Security Corporation
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(Name of Issuer)
Common Stock
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(Title of Class of Securities)
20050L100
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(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)
December 22, 2004
-----------------
(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: |_|.
SCHEDULE 13D
CUSIP No. 20050L100
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1) NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Trinad Capital L.P.
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2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ]
(b) [ ]
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3) SEC USE ONLY
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4) SOURCE OF FUNDS
OO
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5) CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) OR 2(e) |_|
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6) CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
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7) SOLE VOTING POWER
NUMBER OF 0
SHARES -------------------------------------------------
BENEFICIALLY 8) SHARED VOTING POWER
OWNED BY 2,105,690
EACH -------------------------------------------------
REPORTING 9) SOLE DISPOSITIVE POWER
PERSON 0
WITH -------------------------------------------------
10) SHARED DISPOSITIVE POWER
2,105,690
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11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,105,690
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12) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|_|
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13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
24.87%
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14) TYPE OF REPORTING PERSON
PN
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SCHEDULE 13D
CUSIP No. 20050L100
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1) NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Robert Ellin
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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
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7) SOLE VOTING POWER
NUMBER OF 0
SHARES -------------------------------------------------
BENEFICIALLY 8) SHARED VOTING POWER
OWNED BY 2,105,690
EACH -------------------------------------------------
REPORTING 9) SOLE DISPOSITIVE POWER
PERSON 0
WITH -------------------------------------------------
10) SHARED DISPOSITIVE POWER
2,105,690
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11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,105,690
--------------------------------------------------------------------------------
12) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|_|
--------------------------------------------------------------------------------
13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
24.87%
--------------------------------------------------------------------------------
14) TYPE OF REPORTING PERSON
IN
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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 Command Security Corp
("the Company"). The principal executive offices of the Company are located at
Route 55, Lexington Park, Lagrangeville, NY, 12540.
Item 2. Identity and Background.
(a) - (c) This statement is being filed jointly by Trinad Captital
L.P. ("Trinad Capital") and Robert Ellin, Managing Member of Trinad Capital,
(together, the "Reporting Persons").
Trinad Capital, a Delaware limited liability partnership, is a hedge
fund dedicated to investing micro-cap companies, whose principal place of
business is 153 East 53rd Street, 48th Floor, New York, NY 10022. Robert Ellin
is principally employed as the General Partner of, and owns 6.2% of, Trinad
Capital.
(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.
Trinad Capital used an aggregate of $150,782.25 of cash to purchase
an aggregate of 150,000 shares of Common Stock and warrants to purchase 383,015
shares of Comon Stock at an exercise price of $1.25 per share. The purchase
price for such acquired shares of Common Stock and warrants for the purchase of
shares of Common Stock was paid out of Trinad Capital's Investment Capital.
Item 4. Purpose of Transaction.
On December 22, 2004, Trinad received 125,000 shares of Common Stock
from William C. Vassell, a former officer and director of the Company as part of
a settlement agreement between Mr. Vassell and the Company.
On December 22, 2004, Trinad purchased 25,000 shares of Common Stock
and warrants to purchase an additional 383,015 shares of Common Stock, at an
exercise price of $1.25 per share, from Atlantis Equities, Inc. ("Atlantis"), an
entity controlled by Nancy Ellin, the spouse of Mr. Ellin. Mr. Ellin is the
President of Atlantis.
The Reporting Persons have purchased and hold the shares of Common
Stock reported by them for investment purposes.
Item 5. Interest in Securities of the Issuer.
(a) As of the date hereof, Trinad Capital may be deemed to
beneficially own an aggregate of 2,105,690 shares of Common Stock, representing
approximately 24.87% of the outstanding shares of Common Stock.
As of the date hereof, Robert Ellin may be deemed to beneficially
own an aggregate of 2,105,690 shares of Common Stock, representing approximately
24.87% of the outstanding shares of Common Stock
(b) Trinad Capital and Robert Ellin have shared voting power over
and shared power to dispose of 2,105,690 shares of Common Stock.
(c) On December 17, 2004, Trinad received 35,088 shares of Common
Stock from the Company upon exercise of warrants for such shares of Common
Stock, at an exercise price of $1.03125 per share.
(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
SIGNATURES
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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: December 22, 2004
/s/ Robert Ellin
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Robert Ellin
General Partner, Trinad Capital L.P.
_____________________
Robert Ellin
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: December 22, 2004
Robert Ellin
By: ____________________
Trinad Capital L.P.
By: /s/ Robert Ellin
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Name: Robert Ellin
Title: General Partner