SCHEDULE 14C INFORMATION
             INFORMATION STATEMENT PURSUANT TO SECTION 14(C) OF THE
                        SECURITIES EXCHANGE ACT OF 1934


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                              MAJESCO HOLDINGS INC.
                (Name of Registrant as Specified in Its Charter)

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                              MAJESCO HOLDINGS INC.
                           160 Raritan Center Parkway
                            Edison, New Jersey 08837


                 NOTICE OF STOCKHOLDER ACTION BY WRITTEN CONSENT


To the stockholders of Majesco Holdings Inc.:

Majesco Holdings Inc. ("Majesco") hereby gives notice to its stockholders that
the holders of a majority of the outstanding shares of voting stock of Majesco
have taken action by written consent to approve the following actions: 

     o    The amendment of our 2004 Employee, Director and Consultant Stock Plan
          (the "Plan") to (1) increase the number of shares of our common stock
          authorized to be issued pursuant to the Plan from 10,000,000 to
          15,000,000, and (2) increase the number of shares of common stock to
          which a participant in the Plan may be granted stock rights in any
          fiscal year from 2,000,000 to 8,000,000.

     o    The amendment of our amended and restated certificate of incorporation
          ("Certificate of Incorporation") to effect a reverse stock split of
          our common stock pursuant to which any whole number of outstanding
          shares between and including two and 10 would be combined into one
          share of our common stock (the "Reverse Split Amendment").

You have the right to receive this notice if you were a stockholder of record of
Majesco at the close of business on November 4, 2004 (the "Record Date").
Since the actions will have been approved by the holders of the required
majority of the outstanding shares of our voting stock, no proxies were or are
being solicited.

We anticipate that we will be able to effectuate these actions on or after
December [14], 2004, although the implementation of these amendments may occur
at the discretion of our Board of Directors.

Edison, New Jersey
November [23], 2004

                                               /s/  Carl Yankowski          
                                               -----------------------------
                                               Carl Yankowski
                                               Chief Executive Officer


  WE ARE NOT ASKING YOU FOR A PROXY AND YOU ARE REQUESTED NOT TO SEND A PROXY.





To our stockholders:

Why have I received these materials? 
Majesco is required to deliver this information statement to everyone who owns
voting stock of Majesco in order to inform them that the holders of a majority
of the voting stock have taken certain actions that would normally require a
stockholders meeting without holding such a meeting. This information statement
is being sent to you because you are a holder of voting stock in Majesco.

What action did the holders of a majority of the voting stock take?
A group of stockholders holding a total of approximately 51% of the total voting
stock outstanding in Majesco took action by written consent to approve the
following actions:

     1.   The amendment of our Plan to (1) increase the number of shares of our
          common stock authorized to be issued pursuant to the Plan from
          10,000,000 to 15,000,000, and (2) increase the number of shares of
          common stock to which a participant in the Plan may be granted stock
          rights in any fiscal year from 2,000,000 to 8,000,000.

     2.   The amendment of our Certificate of Incorporation to effect a reverse
          stock split of our common stock pursuant to which any whole number of
          outstanding shares between and including two and 10 would be combined
          into one share of our common stock.

Why is it that these holders can approve these actions without having to hold a
meeting or having to send out proxies to all stockholders? 
Our Certificate of Incorporation and bylaws and Delaware corporation law provide
that any corporate action upon which a vote of stockholders is required or
permitted may be taken without a meeting or vote of stockholders with the
written consent of stockholders having at least a majority of all the stock
entitled to vote upon the action if a meeting were held.

Is it necessary for me to do anything? 
No. No other votes are necessary or required. We anticipate that the actions
described in this information statement will be able to be effectuated and
implemented by our Board of Directors on or after [December 14], 2004.

Who is paying for the mailing of this information statement? 
Majesco will pay the costs of preparing and sending out this information
statement. It will be sent to all holders of our voting stock by regular mail.
We may reimburse brokerage firms and others for expenses in forwarding
information statement materials to the beneficial owners of our voting stock.

Can I object to the actions of these stockholders? 
No. Delaware law does not provide for dissenter's rights in connection with the
approval of the actions described in this information statement.

Where can I get copies of this information statement or copies of Majesco's
annual report? 
Majesco's filings may be found on the SEC website at
http://www.sec.gov/index.htm.

In addition, copies of this information statement and our most recent annual
report filed with the Securities & Exchange Commission (the "SEC") on Form
10-KSB is available to stockholders at no charge upon request directed as
follows:

   Majesco Holdings Inc., 160 Raritan Center Parkway, Attn: Investor Relations
                            Edison, New Jersey 08837

How do I know that the group of stockholders voting to approve the actions
described in this information statement held more than a majority of the voting
stock?
On September 15, 2004, the date of the written consent to action by the holders
of a majority of the voting stock with respect to the amendment of our Plan,
there were 80,995,930 shares of common stock outstanding and 2,683 shares of 7%
convertible preferred stock outstanding. Holders of common stock are entitled to
one vote per share and holders of 7% convertible preferred stock are entitled to
vote on an "as-converted" basis at a ratio of 10,000 to one (10,000 votes per
each share). As of September 15, 2004, a total of 53,000,048 shares of common
stock and 100 shares of 7% convertible preferred stock, representing
approximately 51% of the outstanding shares of voting stock (comprised of our 7%
convertible preferred stock and common stock) of Majesco voting together as a
class delivered written consents with respect to the amendment of the Plan. On
the Record Date, the date of the written consent to action by the holders of a
majority of the voting stock with respect to the amendment of our Certificate of
Incorporation to effect a reverse stock split, there were 107,825,930 shares of
common stock outstanding, after having given effect to the conversion of the 7%
convertible preferred stock on October 29, 2004. As of the Record Date, a total
of 54,000,048 shares of common stock, representing approximately 51% of the
outstanding shares of voting stock of Majesco have delivered written consents to
the amendment to the Certificate of Incorporation to effect a reverse stock
split.



Who are the stockholders who voted to approve the actions described in this
information statement? 
The list of stockholders who consented to these actions and the percentage of
ownership of our voting stock of each is set forth below:



                                                  Number of Shares
Individual or Entity                               of Common Stock                   Percent of Class
---------------------------------------   ----------------------------------        --------------------
                                                                                
Jesse Sutton                                         14,620,002                             18.1%
Joseph Sutton                                        14,620,002                             18.1%
Adam Sutton                                          14,620,002                             18.1%
Sarah Sutton (1)                                      5,620,042                              6.9%
Jesse M. Sutton Foundation (2)                        1,520,000                              1.8%
Albert Ades                                           2,000,000                              2.5%

                                                Number of Shares
Individual or Entity                      of 7% Convertible Preferred Stock          Percent of Class
---------------------------------------   ----------------------------------        --------------------
Jesse Sutton                                             50                                  1.9%
Joseph Sutton                                            50                                  1.9%

                                                  Number of Shares
                                                   of Voting Stock(3)
                                          (7% Convertible Preferred Stock and
Individual or Entity                            Common Stock together)               Percent of Class(3)
---------------------------------------   ----------------------------------        --------------------
Jesse Sutton                                           15,120,002                           14.0%
Joseph Sutton                                          15,120,002                           14.0%
Adam Sutton                                            14,620,002                           13.6%
Sarah Sutton (1)                                        5,620,042                            5.2%
Jesse M. Sutton Foundation (2)                          1,520,000                            1.4%
Albert Ades                                             2,000,000                            1.9%


     (1) Pursuant to a voting agreement, Morris Sutton, Sarah Sutton's father,
     has the power to vote the shares held in her name. The voting agreement
     does not restrict Sarah from exercising all other rights of beneficial
     ownership, including disposition and the right to receive payments of
     dividends or other distributions with respect to the shares.

     (2) Jesse Sutton, Joseph Sutton, and Morris Sutton, Jesse and Joseph
     Sutton's father, act as officers of the Jesse M. Sutton Foundation, and
     each has the power to vote and dispose of the shares held by the
     Foundation. The number of shares disclosed under each of Jesse and Joseph
     Sutton in the table above does not include the number of shares held by the
     Foundation.

     (3) With respect to the approval of the reverse stock split, the number of
     shares of voting stock and percent of class listed in the table above are
     identical to the number of shares of common stock and percentage that voted
     as of the Record Date by virtue of the conversion of the 7% convertible
     preferred stock into shares of common stock on October 29, 2004.

Other than Sarah Sutton and the Jesse M. Sutton Foundation, all of the persons
and entities named above are believed to have sole voting and investment power
with respect to the shares beneficially owned by them, where applicable.

Who was entitled to vote to approve the actions described in this information
statement?
Every person or entity that owned either 7% convertible preferred stock or
common stock in Majesco, as applicable, as of September 15, 2004 and as of the
Record Date was entitled to vote. Although, every person or entity who owned 7%
convertible preferred stock or common stock in Majesco, as applicable, as of
September 15, 2004 and as of the Record Date was entitled to vote, only those
stockholders identified in the previous question that actually consented to
approve the actions described in this information statement were necessary to
approve such actions.

Who is entitled to receive notice of these actions by the holders of a majority
of our voting stock? 
Every person or entity that owned common stock in Majesco as of the date of this
notice is entitled to receive a copy of this information statement.


What consent was required in order to approve the actions set forth herein?
The amendment of the Plan and the Reverse Split Amendment required the
affirmative vote of holders of a majority of the outstanding shares of our
voting stock.

A majority means one vote more than 50% of the number of shares voting. Since
the stockholders who acted by written consent to approve the actions described
in this information statement held more than a majority of all of the shares
outstanding which were entitled to vote, they could take action without a
meeting by written consent and then inform you of the actions taken. The actions
will be able to be effectuated and implemented by the Board, in its discretion,
on such date that is 20 days after first sending you this information statement,
which date is anticipated to be on or after [December 14], 2004.

Why is Majesco amending the 2004 Employee, Director and Consultant Stock Plan?
The Board believes that our ability to continue providing non-cash compensation
and incentives in the form of stock options and stock grants is crucial to our
ability to attract, retain and motivate talented employees, consultants and
non-employee directors. Therefore, we are amending the plan to (1) ensure that
we will have a sufficient number of shares available under the Plan to continue
to make awards as the Board deems necessary and productive and (2) have the
ability to make larger grants to certain specially talented individuals should
the need arise.

What sections of the Plan are being amended?
1. Section 3 of the Plan is being amended by deleting the reference to
"10,000,000" and substituting therefor the number "15,000,000" in order to
reflect an increase in the number of shares which may be issued from time to
time pursuant to the Plan.

2. Section 4(c) of the Plan is being amended by deleting the reference to
"2,000,000" and substituting therefor the number "8,000,000" in order to reflect
an increase in the number of stock rights that may be granted to a participant
in any fiscal year.

For further detail, please see the full text of the amended Plan, which is
attached hereto as Exhibit 1.

What are the material features of the Plan?
The following briefly describes the material features of the Plan, as amended,
and is qualified, in its entirety, by reference to the full text of the amended
Plan, which is attached hereto as Exhibit 1.

1. Shares Available for Issuance. 15,000,000 shares of common stock are reserved
   and available for the grant of options and stock grants (collectively,
   "Awards") under the Plan. Other than the Plan, the Company has no other plan
   in effect under which Awards may be granted to employees. The number of
   shares available under the Plan is subject to adjustment in the event of
   stock splits, stock dividends, and other extraordinary events (discussed
   further below). Shares available for Awards under the Plan may be either
   authorized and unissued shares or shares held in or acquired for the
   company's treasury. In certain circumstances, shares subject to outstanding
   Awards may again become available for issuance pursuant to other Awards
   available under the Plan. For example, canceled, forfeited or expired Awards
   will again become available for the grant of new Awards under the Plan. In
   the event of a recapitalization, stock split, stock dividend, reorganization,
   business combination, or other similar corporate transaction or event
   affecting the common stock, adjustments may be made to the number and kind of
   shares available for issuance subject to any outstanding Awards.

2. Purpose. The purpose of the Plan is to encourage ownership of our common
   stock by our employees, directors and certain consultants in order to attract
   such people, to induce them to work for our benefit and to provide additional
   incentive for them to promote our success.

3. Administration. The Plan is to be administered by the Board, except to the
   extent that it delegates its authority to a committee of the Board.

4. Awards. The Plan authorizes the issuance of stock grants to our employees,
   directors and consultants, the grant of incentive stock options to our
   employees and the grant of non-qualified options to our employees, directors
   and consultants (approximately 75 people). As of the date of this information
   statement, we have granted options to purchase 10,000,000 shares of common
   stock under the Plan.

5. Options Exercise Price. For non-qualified options, the exercise price per
   share is determined by the Board, subject to the limitation that the exercise
   price at least equals the par value per share of our common stock (i.e.
   $0.001 per share). For incentive stock options, the exercise price per share
   is determined by the Board, subject to the limitation that the exercise price
   at least equals 100% of the fair market value per share of our common stock
   on the date of grant of the incentive stock option. If the participant in the
   Plan owns more than 10% of the total combined voting power of the company,
   the exercise price per share must at least equal 110% of the fair market
   value per share of our common stock on the date of grant of the incentive
   stock option.

6. Term of Options. The term of non-qualified options is determined by the
   Board. For incentive stock options, the term of the option, like the exercise
   price, depends upon the ownership interest of the optionee in the company.
   Generally, the term of an incentive stock option is ten years. If the
   optionee owns more than 10% of the total combined voting power of the
   company, the term of the incentive stock option will be no more than five
   years. An option is subject to early termination upon the termination of
   employment or other relationship of the optionee with us, whether such
   termination is at the option of us, the optionee, or as a result of the death
   or disability of the optionee.

7. Term of Stock Grant. The date prior to which an offer of a stock grant must
   be accepted by a grantee and the stock grant purchase price, if any, shall be
   determined by the Board. A stock grant may be subject to repurchase by us
   upon termination of employment of the grantee with the company, under certain
   circumstances.

8. Vesting; Exercise of Options. An option may be exercised by giving written
   notice to us together with provision for payment of the full exercise price
   for the number of shares as to which the option is being exercised. The
   ability of an optionee to exercise an option, however, is subject to the
   vesting of the option. At the time the option is granted, a vesting period is
   established, which generally extends over a period of a few years. As the
   option vests, an optionee will be able to exercise the option with respect to
   the vested portion of the shares and ultimately with respect to all of the
   vested shares, until such time as the option expires or terminates.

What are the federal income tax considerations of the Plan?
The following generally describes the federal income tax implications associated
with Awards granted under the Plan.

1. Incentive Stock Options. Incentive stock options are intended to qualify for
   treatment under Section 422 of the Internal Revenue Code. An incentive stock
   option does not result in taxable income to the optionee or a deduction to
   the Company at the time it is granted or exercised, provided that no
   disposition is made by the optionee of the shares acquired pursuant to the
   option within two years after the date of grant of the option nor within one
   year after the date of issuance of shares to him (referred to as the "ISO
   holding period"). However, the difference between the fair market value of
   the shares on the date of exercise and the option price will be an item of
   tax preference includible in "alternative minimum taxable income." Upon
   disposition of the shares after the expiration of the ISO holding period, the
   optionee will generally recognize long term capital gain or loss based on the
   difference between the disposition proceeds and the option price paid for the
   shares. If the shares are disposed of prior to the expiration of the ISO
   holding period, the optionee generally will recognize taxable compensation,
   and the company will have a corresponding deduction, in the year of the
   disposition, equal to the excess of the fair market value of the shares on
   the date of exercise of the option over the option price. Any additional gain
   realized on the disposition will normally constitute capital gain. If the
   amount realized upon such a disqualifying disposition is less than fair
   market value of the shares on the date of exercise, the amount of
   compensation income will be limited to the excess of the amount realized over
   the optionee's adjusted basis in the shares.

2. Non-Qualified Options. Options otherwise qualifying as incentive stock
   options, to the extent the aggregate fair market value of shares with respect
   to which such options are first exercisable by an individual in any calendar
   year exceeds $100,000, and options designated as non-qualified options will
   be treated as options that are not incentive stock options. A non-qualified
   option ordinarily will not result in income to the optionee or deduction to
   the company at the time of grant. The optionee will recognize compensation
   income at the time of exercise of such non-qualified option in an amount
   equal to the excess of the then value of the shares over the option price per
   share. Such compensation income of optionees may be subject to withholding
   taxes, and a deduction may then be allowable to the company in an amount
   equal to the optionee's compensation income. An optionee's initial basis in
   shares so acquired will be the amount paid on exercise of the non-qualified
   option plus the amount of any corresponding compensation income. Any gain or
   loss as a result of a subsequent disposition of the shares so acquired will
   be capital gain or loss.

3. Stock Grants. With respect to stock grants under the Plan that result in the
   issuance of shares that are either not restricted as to transferability or
   not subject to a substantial risk of forfeiture, the grantee must generally
   recognize ordinary income equal to the fair market value of shares received.
   Thus, deferral of the time of issuance will generally result in the deferral
   of the time the grantee will be liable for income taxes with respect to such
   issuance. The company generally will be entitled to a deduction in an amount
   equal to the ordinary income recognized by the grantee. With respect to stock
   grants involving the issuance of shares that are restricted as to
   transferability and subject to a substantial risk of forfeiture, the grantee
   must generally recognize ordinary income equal to the fair market value of
   the shares received at the first time the shares become transferable or are
   not subject to a substantial risk of forfeiture, whichever occurs earlier. A
   grantee may elect to be taxed at the time of receipt of shares rather than



   upon lapse of restrictions on transferability or substantial risk of
   forfeiture, but if the grantee subsequently forfeits such shares, the grantee
   would not be entitled to any tax deduction, including as a capital loss, for
   the value of the shares on which he previously paid tax. The grantee must
   file such election with the Internal Revenue Service within 30 days of the
   receipt of the shares. The company generally will be entitled to a deduction
   in an amount equal to the ordinary income recognized by the grantee.

What is the reverse stock split?
On the Record Date, the stockholders approved an amendment to our Certificate of
Incorporation which will effect a reverse stock split of our common stock
pursuant to which any whole number of outstanding shares between and including
two and 10 would be combined into one share of our common stock. The Board will
have the sole discretion pursuant to Section 242(c) of the Delaware General
Corporation Law to elect, as it determines to be in the best interests of
Majesco and its stockholders, whether or not to effect a reverse stock split,
and if so, the number of shares of our common stock between and including two
and 10 which will be combined into one share of our common stock, at any time
before the first anniversary of the Record Date. We believe that granting the
Board this discretion, rather than approval of a specified exchange ratio,
provides the Board with maximum flexibility to react to then-current market
conditions and, therefore, is in the best interests of Majesco and its
stockholders.

What are the purposes of the reverse stock split?
The reverse stock split is anticipated to be effected for several reasons. The
reverse stock split should enhance the acceptability of our common stock by the
financial community and investing public. The reduction in the number of issued
and outstanding shares of common stock caused by the reverse stock split is
expected to increase the market price of our common stock. The expected
increased price level may also encourage interest and trading in the common
stock and possibly promote greater liquidity for our stockholders.

Currently, our common stock is quoted on the OTC Bulletin Board. In
connection with our recently filed registration statement for our proposed
public offering, we plan to apply for the listing of our shares of common stock
on the NASDAQ National Market ("Nasdaq"). We believe that the reverse stock
split may be of assistance in our effort to meet the initial listing application
requirements for Nasdaq, including the minimum bid price requirement of $5.00.
However, there can be no assurance that any or all of these effects will occur;
including, without limitation, that the market price per share of our common
stock after the reverse stock split will either exceed or remain in excess of
the current market price. Further, there is no assurance that the market for our
common stock will be improved. We cannot predict what effect over a period of
time the reverse stock split will have on the market price of our common stock
or that our application to Nasdaq will be accepted.

We also believe that a reverse stock split will result in a broader market for
our common stock than that which currently exists. A variety of brokerage house
policies and practices tend to discourage individual brokers within those firms
from dealing with lower priced stocks. Some of those policies and practices
pertain to the payment of broker's commissions and to time-consuming procedures
that function to make the handling of lower priced stock economically
unattractive to brokers. In addition, the structure of trading commissions also
tends to have an adverse impact upon holders of lower priced stock because the
brokerage commission on a sale of lower priced stock generally represents a
higher percentage of the sales price than the commission on a relatively higher
priced issue. The reverse stock split may result in a price level for our common
stock that will reduce, to some extent, the effect of the above-referenced
policies and practices of brokerage firms and diminish the adverse impact of
trading commissions on the market for the common stock.

What are the mechanics of the reverse stock split?
The Board, in its discretion, will determine the appropriate ratio for the
reverse stock split. The reverse stock split will become effective on the date
of filing of the Reverse Split Amendment with the Delaware Secretary of State.
As soon as practicable after the effective date of the Reverse Split Amendment
(the "Effective Date"), we will forward a letter of transmittal to each holder
of record of shares of common stock outstanding as of the Effective Date. The
letter of transmittal will set forth instructions for the surrender of
certificates representing shares of common stock to us or our transfer agent in
exchange for certificates representing the number of whole shares into which the
shares of common stock have been combined as a result of the reverse stock
split.

Until a stockholder forwards a completed letter of transmittal together with
certificates representing its shares of common stock to the transfer agent and
receives a certificate representing shares of common stock on a post-split
basis, such stockholder's certificate representing common stock shall be deemed
to represent that number of whole shares to which such stockholder is entitled
as a result of the reverse stock split.

No scrip or fractional certificates will be issued in the reverse stock split.
Holders of a number of shares of common stock not combined into a whole number
of shares of common stock will receive, in lieu of fractional shares, the cash
value of fractions of a 



share determined by the average closing price of the common stock for the five
(5) trading days immediately preceding the Effective Date multiplied by such
fractional interest. Upon surrender of stock certificates to the transfer agent,
a certificate representing shares of common stock on a post-split basis will be
issued, together with cash for any fractional interest, and forwarded to the
stockholder. The ownership of a fractional interest of a share will not give the
holder thereof any voting, dividend or other rights except the right to receive
payment therefor as described herein.

What are the Federal income tax consequences of the reverse stock split?
We have not sought and will not seek an opinion of counsel or a ruling from the
Internal Revenue Service regarding the federal income tax consequences of the
reverse stock split. We believe, however, that because the reverse stock split
is not part of a plan to periodically increase a stockholder's proportionate
interest in our assets or earnings and profits, the reverse stock split will
have the following federal income tax effects:

     1. Except to the extent of the cash received for any fractional interest, a
stockholder will not recognize gain or loss on the exchange. In the aggregate,
the stockholder's basis in the shares of common stock on a post-split basis will
equal his basis in the shares of common stock previously held.

     2. A stockholder's holding period for the shares of common stock on a
post-split basis will be the same as the holding period on the shares of common
stock exchanged therefor.

     3. The reverse stock split will constitute a reorganization within the
meaning of Section 368(a)(l)(E) of the Internal Revenue Code of 1986, as
amended, and we will not recognize any gain or loss as a result of the reverse
stock split.

Who are the principal stockholders of Majesco? 
The following table sets forth, as of the Record Date, based on the public
filings of such individuals and entities and our knowledge of securities issued
by us to them, certain information concerning the ownership of voting securities
of (i) each current member of the board of directors, (ii) our former chief
executive officer and certain other highly compensated officers, (iii) all of
our directors and executive officers as a group, and (iv) each beneficial owner
of more than 5% of the outstanding shares of any class of our voting securities.



                                                   NUMBER OF SHARES       VOTING
COMMON STOCK                                      BENEFICIALLY OWNED      POWER
------------                                      ------------------      -----
                                                                     
Directors and Executive Officers
Carl Yankowski                                    3,214,375(1)            2.9%
Jesse Sutton                                     15,620,002(2)(3)        14.4%
Jesse M. Sutton Foundation (4)                    1,520,000               1.4%
Joseph Sutton                                    15,620,002(2)(3)        14.4%
Morris Sutton (5)                                 5,620,042(3)            5.2%
Louis Lipschitz                                           0(6)              *
Marc Weisman                                              0(7)              *
James Halpin                                              0(8)              *
F. Peter Cuneo                                            0(9)              *
Laurence Aronson                                          0(10)             *
Jan E. Chason                                             0(11)             *
Joseph B. Tuchinsky                                       0(11)             *
Patrick Flaherty                                    144,444
Executive officers and directors as a group      41,738,865              37.0%
Five Percent Stockholders
Adam Sutton (12)                                 14,620,002(3)           13.6%
JMP Asset Management LLC                         11,000,000               9.7%
Corsair Capital Management, L.L.C.(13)            9,807,900               8.7%

----------



*    Represents beneficial ownership of less than 1% of the shares of common
     stock.

     (1) Represents shares of common stock underlying outstanding options but
     does not include outstanding options which have not vested and are not
     vesting within 60 days.

     (2) Includes 500,000 shares of common stock which may be acquired upon 
     exercise of warrants to purchase shares of common stock.

     (3) Of the amounts identified, 250,000 shares of common stock are subject
     to an escrow agreement.

     (4) Morris Sutton, Jesse Sutton and Joseph Sutton act as officers of the
     Jesse M. Sutton Foundation, and each has the power to vote and dispose of
     the shares held by the Foundation. Since the power to vote and dispose of
     the shares is shared among the three individuals, the number of shares
     disclosed under each of Jesse, Joseph and Morris Sutton does not include
     the number of shares held by the Foundation.

     (5) Pursuant to a voting agreement, Morris Sutton has the power to vote the
     shares held in the name of his daughter, Sarah Sutton. The voting agreement
     does not restrict Sarah from exercising all other rights of beneficial
     ownership, including disposition and the right to receive payments of
     dividends or other distributions from Majesco with respect to the shares.

     (6) Does not include shares of common stock underlying outstanding options
     which options vest 1/3 annually commencing on April 20, 2005.

     (7) Does not include shares of common stock underlying outstanding options
     which options vest 1/3 annually commencing on June 8, 2005.

     (8) Does not include shares of common stock underlying outstanding options
     which options vest 1/3 annually commencing on September 9, 2005.

     (9) Does not include shares of common stock underlying outstanding options
     which options vest 1/3 annually commencing on October 18, 2005.

     (10) Does not include shares of common stock underlying options which
     options vest 1/3 annually commencing on November 4, 2005.

     (11) Does not include shares of common stock underlying outstanding options
     which options vest 1/3 annually commencing on March 25, 2005.

     (11) Represents shares of common stock underlying outstanding options but
     does not include outstanding options which have not vested and are not
     vesting within 60 days.

     (12) Adam Sutton is the adult son of Morris Sutton and brother of Jesse and
     Joseph Sutton. Adam is not an executive officer or director of the company.

     (13) Includes: (i) 2,440,000 shares of common stock and warrants to
     purchase 2,440,000 shares of common stock held by Corsair Capital Partners,
     L.P.; (ii) 115,000 shares of common stock and warrants to purchase 115,000
     shares of common stock held by Corsair Long Short International, Ltd.;
     (iii) 1,060,000 shares of common stock and warrants to purchase 1,060,000
     shares of common stock held by Corsair Select, L.P.; (iv) 85,000 shares of
     common stock and warrants to purchase 85,000 shares of common stock held by
     Corsair Capital Partners 100, L.P.; (v) 300,000 shares of common stock and
     warrants to purchase 300,000 shares of common stock held by Corsair Capital
     Investors, Ltd.; and (vi) 907,900 shares of common stock and warrants to
     purchase 900,000 shares of common stock held in separate managed accounts.
     The address of Corsair Capital Management, L.L.C. is 350 Madison Avenue,
     9th Floor, New York, New York 10017.

     As of the Record Date, we had 107,825,930 shares of common stock
outstanding.

What is the compensation for Majesco's executive officers? 
Since certain of our executive officers are eligible to receive Awards under the
Plan, we are required to disclose certain compensation information. The
following Summary Compensation Table sets forth summary information as to
compensation received by our Chief Executive Officer and each of our most highly
compensated executive officers who were employed by us at the end of the fiscal
year ended October 31, 2003, the most recent fiscal period for which information
is available, for services rendered to Majesco in all capacities during the
three prior fiscal years ended October 31, 2003 and who earned in excess of
$100,000 for services rendered to Majesco during such periods. Pursuant to the
Merger, Majesco became our wholly-owned subsidiary and our sole operating
business. The information set forth in the table relates to the time period
prior to December 5, 2003, the closing date of the Merger, and therefore,
relates to the operations of Majesco for the periods indicated prior to Majesco
becoming a wholly-owned subsidiary of a public company.




                                             
            NAME AND PRINCIPAL                ANNUAL COMPENSATION      ALL OTHER
                 POSITION                     YEAR       SALARY       COMPENSATION (1)
-----------------------------------------    ------     --------      ----------------
                                                             
Jesse Sutton, President and former Chief      2003      $350,000             --
Executive Officer (2)                         2002      $350,000          $17,000
                                              2001      $260,000          $17,000

Joseph Sutton, Executive Vice President       2003      $350,000             --
of Research and Development                   2002      $350,000          $17,000
                                              2001      $156,000          $15,600

Morris Sutton, Chairman and former Chief      2003      $450,000             --
Executive Officer (2)                         2002      $450,000          $17,000
                                              2001      $450,000          $16,860

Jan E. Chason, Chief Financial Officer (3)    2003      $181,390             --
                                              2002          --               --
                                              2001          --               --


     (1)  All Other Compensation represents contributions to the Majesco Sales
          Inc. Profit Sharing Plan on behalf of Jesse, Morris and Joseph Sutton.
     (2)  Jesse Sutton served as Chief Executive Officer from December 5, 2003,
          the closing date of the Merger, through August 24, 2004. Prior to
          December 5, 2003, Morris Sutton served as Chief Executive Officer of
          Majesco.
     (3)  Mr. Chason began his employment with Majesco on January 16, 2003.

Who has options outstanding under the current Plan?
The following table shows all outstanding options as of November 1, 2004,
whether currently exercisable or not, that have been granted under the Plan to
our officers, directors and employees. This table does not include options
granted to officers and directors which have been granted subject to effecting
the increase in Plan shares and those options will not be exercisable until such
increase pursuant to this information statement is effectuated. This table also
does not include options to purchase a total of 100,000 shares granted to
various consultants.


                   OPTIONS GRANTED TO MANAGEMENT AND EMPLOYEES



------------------------------------------------ --------------------- ------------ --------------

NAME AND POSITION                                NUMBER OF OPTION      EXERCISE     EXPIRATION
                                                 SHARES                PRICE        DATE
------------------------------------------------ --------------------- ------------ --------------
                                                                           
Carl Yankowski, Chief Executive Officer and      6,950,000 (1)          (1)         08/26/2014
Director
------------------------------------------------ --------------------- ------------ --------------

Jan E. Chason, Chief Financial Officer           300,00                $1.90        03/25/2014
------------------------------------------------ --------------------- ------------ --------------

Joseph B. Tuchinsky, General Counsel, Senior     200,000               $1.90        03/25/2014
V.P. Business and Legal Affair
------------------------------------------------ --------------------- ------------ --------------

Louis Lipschitz, Director                        100,000               $3.63        04/30/2014
------------------------------------------------ --------------------- ------------ --------------

Marc Weisman, Director                           100,000               $3.00        06/03/2014
------------------------------------------------ --------------------- ------------ --------------

NON-MANAGEMENT EMPLOYEES AS A GROUP              3,398,000             $1.90        03/25/2014
------------------------------------------------ --------------------- ------------ --------------


(1)  Of the options, 2,780,000 were fully vested and exercisable as of August 2,
     2004, or the grate date; 2,085,000 vest and become exercisable as to 1/24th
     of such amount each month commencing as of the grant date; 2,085,000 vest
     and become exercisable as to 1/24th of such amount each month commencing on
     the two-year anniversary of the grant date.


Are any members of management receiving options under the increased amount under
the Plan?
As of November 1, 2004, the Board has granted options for a total of 1,648,000
shares to executive officers and 200,000 shares to directors under the increased
amount under the Plan, as specified in the table below. The Board granted these
options subject to 




stockholder approval of an increase in the Plan shares, which approval has been
received as outlined in this information statement. However, these options will
not be exercisable until such increase is effectuated, which we anticipate will
occur on or after [December 14], 2004.


                    INTEREST OF MANAGEMENT IN SHARE INCREASE

--------------------------------------------------- ---------- -----------------
                     NAME AND POSITION                DOLLAR   NUMBER OF OPTIONS
                                                     VALUE ($)
--------------------------------------------------- ---------- -----------------
CURRENT EXECUTIVE OFFICERS AS A GROUP (2 PERSONS)   0          1,648,000 (1)
--------------------------------------------------- ---------- -----------------
CURRENT DIRECTORS WHO ARE NOT EXECUTIVE             0          200,00 (2)
OFFICERS AS A GROUP (2 PERSONS)
--------------------------------------------------- ---------- -----------------
ALL EMPLOYEES WHO ARE NOT EXECUTIVE OFFICERS        0          0  
AS A GROUP                                          
--------------------------------------------------- ---------- -----------------

(1)  Of this amount, 1,148,000 are comprised of options granted to Carl
     Yankowski, our Chief Executive Officer on August 24, 2004, and 500,000 are
     comprised of options granted to Patrick Flaherty, our Executive V.P. of
     Sales and Marketing, on October 5, 2004.

(2)  This amount is comprised of option grants to our directors James Halpin and
     Peter F. Cunio, in the amount of 100,000 each, on September 9, 2004 and
     October 18, 2004, respectively.

Exhibits:
Exhibit 1 - 2004 Employee, Director and Consultant Stock Plan, as amended.

                                             By Order of the board of directors


                                             By: /s/ Carl Yankowski             
                                             ----------------------------------
                                             Carl Yankowski
                                             Chief Executive Officer