UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13G
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(Amendment No. 2)
MAJESCO HOLDINGS INC.
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(Name of Issuer)
Common Stock, $0.001 Par Value
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(Title of Class of Securities)
784495103
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(CUSIP Number)
January 31, 2005
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(Date of Event which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this
Schedule is filed:
[X] Rule 13d-1(b)
[ ] Rule 13d-1(c)
[ ] 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. 784495103 SCHEDULE 13G Page 2 of 5
1 Name of Reporting Person JMP Asset Management LLC
IRS Identification No. of Above Person 94-3342119
2 Check the Appropriate Box if a member of a Group (a) [ ]
(b) [ ]
3 SEC USE ONLY
4 Citizenship or Place of Organization Delaware
NUMBER OF 5 Sole Voting Power 1,221,998
SHARES
BENEFICIALLY 6 Shared Voting Power 0
OWNED BY
EACH 7 Sole Dispositive Power 1,221,998
REPORTING
PERSON WITH 8 Shared Dispositive Power 0
9 Aggregate Amount Beneficially Owned by Each Reporting Person 1,221,998
10 Check Box if the Aggregate Amount in Row (9) Excludes
Certain Shares [ ]
11 Percent of Class Represented by Amount in Row 9 5.5%
12 Type of Reporting Person IA
CUSIP No. 784495103 SCHEDULE 13G Page 3 of 5
Item 1(a). Name of Issuer:
Majesco Holdings Inc.
Item 1(b). Address of Issuer's Principal Executive Offices:
160 Raritan Center Plaza
Edison, NJ 08837
Item 2(a). Names of Person Filing:
JMP Asset Management LLC
Item 2(b). Address of Principal Business Office or, if none, Residence:
600 Montgomery Street, Suite 1100
San Francisco, CA 94111
Item 2(c). Citizenship:
Delaware
Item 2(d). Title of Class of Securities:
Common Stock, $0.001 par value.
Item 2(e). CUSIP Number:
784495103
Item 3. Type of Reporting Person.
If this statement is filed pursuant to Rule 13d-1(b) or Rule
13d-2(b) or (c), check whether the person filing is a:
(a) [ ] Broker or dealer registered under section 15 of the
Exchange Act.
(b) [ ] Bank as defined in section 3(a)(6) of the Exchange Act.
(c) [ ] Insurance company as defined in section 3(a)(19) of the
Exchange Act.
(d) [ ] Investment company registered under section 8 of the
Investment Company Act of 1940.
(e) [X] An investment adviser in accordance with Rule
13d-1(b)(1)(ii)(E);
(f) [ ] An employee benefit plan or endowment fund in accordance
with Rule 13d-1(b)(1)(ii)(F);
CUSIP No. 784495103 SCHEDULE 13G Page 4 of 5
(g) [ ] A parent holding company or control person in accordance
with Rule 13d-1(b)(1)(ii)(G);
(h) [ ] A savings association as defined in Section 3(b) of the
Federal Deposit Insurance Act;
(i) [ ] A church plan that is excluded from the definition of an
investment company under section 3(c)(14) of the Investment
Company Act of 1940;
(j) [ ] Group, in accordance with Rule 13d-1(b)(1)(ii)(J).
Item 4. Ownership.
Reference is hereby made to Items 5-9 and 11 of page two (2) of
this Schedule 13G, which Items are incorporated by reference herein.
JMP Asset Management LLC ("JMP") is filing this Schedule 13G
because it acts as the investment adviser of one or more investment
partnerships and/or one or more client accounts that beneficially hold
convertible preferred stock and warrants (the "Securities") that are, in
the aggregate, convertible into and exercisable for the number of shares of
common stock reflected on Items 5-9 and 11 of page two (2) of this Schedule
13G (the "Securities"). As investment adviser, JMP has been granted the
authority to dispose of and vote the Securities. The investment
partnerships and/or client accounts have the right to receive (or the power
to direct the receipt of) dividends received in connection with ownership of
the Securities, and the proceeds from the sale of the Securities.
Under the definition of "beneficial ownership" in Rule 13d-3
under the Securities Exchange Act of 1934, it is also possible that one or
more members or executive officers of JMP might be deemed a "beneficial
owner" of some or all of the securities to which this Schedule relates in
that they might be deemed to share the power to direct the voting or
disposition of such securities. Neither the filing of this Schedule nor
any of its contents shall be deemed to constitute an admission that any of
such individuals is, for any purpose, the beneficial owner of any of the
securities to which this Schedule relates, and such beneficial ownership is
expressly disclaimed.
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.
JMP is filing this Schedule 13G because, as the investment
adviser of one or more investment partnerships and/or one or more client
accounts that beneficially hold the Securities, JMP has been granted the
authority to dispose of and vote such Securities. The investment
partnerships and/or client accounts have the right to receive (or the power
to direct the receipt of) dividends received in connection with ownership of
the Securities, and the proceeds from the sale of the Securities.
CUSIP No. 784495103 SCHEDULE 13G Page 5 of 5
Item 7. Identification and Classification of the Subsidiary Which
Acquired the Security Being 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 I certify that, to the best of my knowledge
and belief, the securities referred to above were acquired and are held in
the ordinary course of business and 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 that purpose
or effect.
Signature
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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.
Dated: January 31, 2005 JMP ASSET MANAGEMENT LLC
By: /s/ Joseph A. Jolson
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Joseph A. Jolson
Its: Chief Executive Officer