Sec Form 3 Filing - Trinad Capital L.P. @ EB2B COMMERCE INC /NY/ - 2005-02-08

FORM 3 Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person Trinad Capital L.P. 2. Issuer Name and Ticker or Trading Symbol EB2B COMMERCE INC /NY/ [ EBTB.PK] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director X __ 10% Owner _____ Officer (give title below) _____ Other (specify below) (Last) (First) (Middle) 153 EAST 53RD STREET,, 48TH FLOOR 3. Date of Earliest Transaction (MM/DD/YY) 02/08/2005 (Street) NEW YORK, NY10022 4. If Amendment, Date Original Filed (MM/DD/YY) 6. Individual or Joint/Group Filing (Check Applicable Line) _____ Form filed by One Reporting Person __ X __ Form filed by More than One Reporting Person (City) (State) (Zip)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned 1.Title of Security (Instr. 3) 2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4) Code V Amount (A) or (D) Price Common Stock $ 3,720,000 D ( 1 )

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities) 1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 4. Transaction Code (Instr. 8) 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4, and 5) 6. Date Exercisable and Expiration Date (MM/DD/YY) 7. Title and Amount of Underlying Securities (Instr. 3 and 4) 8. Price of Derivative Security (Instr. 5) 9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4) Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Trinad Capital L.P. 153 EAST 53RD STREET, 48TH FLOOR NEW Y ORK, NY10022 X Trinad Advisors GP, LLC 153 EAST 53RD STREET, 48TH FLOOR NEW YORK, X110022 X ELLIN ROBERT S 153 EAST 53RD STREET, 48TH FLOOR NEW YORK, NY10022 X X Chief Executive Officer Signatures /s/ Robert S. Ellin 04/01/2005 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Trinad Capital L.P. ("TC") is deemed to be the direct beneficial owner of 3,720,000 shares of Common Stock. Trinad AdvisorsGP, LLC ("TA") is deemed to be the indirect beneficial owner of all of the 3,720,000 shares of Common Stock as the generalpartner of TC and Robert Ellin ("Ellin") is deemed to be the indirect beneficial owner of the 3,720,000 shares of CommonStock as a member of TA and a limited partner of TC. Each of TA and Ellin disclaim beneficial ownership of the shares ofCommon Stock directly beneficially owned by TC (except for the indirect interest of TA by virtue of its being the generalpartner of TC and the indirect interest of Ellin by virtue of his being a member of TA and the indirect interest of Ellin byvirtue of his being limited partner of TC).

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.

* If the form is filed by more than one reporting person, see Instruction 4(b)(v).

** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).

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