FORM 3
        
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

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Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940
                      

1. Name and Address of Reporting Person *

Honig Barry C

2. Date of Event Requiring Statement (MM/DD/YYYY)
9/25/2015 

3. Issuer Name and Ticker or Trading Symbol

MAJESCO ENTERTAINMENT CO [COOL]

(Last)        (First)        (Middle)

4041 T HADLEY ROAD

4. Relationship of Reporting Person(s) to Issuer (Check all applicable)

_____ Director                            _____ 10% Owner
_____ Officer (give title below)          _____ Other (specify below)
CEO and Chairman /

(Street)

S. PLAINFIELD, NJ 07080       

(City)              (State)              (Zip)
5. If Amendment, Date Original Filed (MM/DD/YYYY)

 

6. Individual or Joint/Group Filing (Check Applicable Line)

_ X _ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person


Table I - Non-Derivative Securities Beneficially Owned
1.Title of Security
(Instr. 4) 		2. Amount of Securities Beneficially Owned
(Instr. 4) 		3. Ownership Form: Direct (D) or Indirect (I)
(Instr. 5) 		4. Nature of Indirect Beneficial Ownership
(Instr. 5)
Common Stock   657889   (1) (2) D  
 
Common Stock   91706   (2) I   See footnote   (3)
Common Stock   110470   (2) I   See footnote   (4)

Table II - Derivative Securities Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities)
1. Title of Derivate Security
(Instr. 4) 		2. Date Exercisable and Expiration Date
(MM/DD/YYYY) 		3. Title and Amount of Securities Underlying Derivative Security
(Instr. 4) 		4. Conversion or Exercise Price of Derivative Security 5. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 5) 		6. Nature of Indirect Beneficial Ownership
(Instr. 5)
Date Exercisable Expiration Date Title Amount or Number of Shares
Series A Convertible Preferred Stock   12/17/2014     (5) Common Stock   $0   (2)   (6) D  
 
Series A Convertible Preferred Stock   12/17/2014     (5) Common Stock   $0   (2)   (6) I   See footnote   (4)
Series A Convertible Preferred Stock   12/17/2014     (5) Common Stock   $0   (2)   (7) I   See footnote   (8)
Series B Convertible Preferred Stock   5/18/2015     (5) Common Stock   $0   (2)   (7) D  
 
Series B Convertible Preferred Stock   5/18/2015     (5) Common Stock   $0   (2)   (7) I   See footnote   (8)
Series C Convertible Preferred Stock   5/15/2015     (5) Common Stock   $0   (2)   (9) I   See footnote   (3)
Series D Convertible Preferred Stock   10/1/2015     (5) Common Stock   $0   (2)   (10) I   See footnote   (3)

Explanation of Responses:
( 1)  Of which 400,000 shares represent a restricted stock award under the 2014 Equity Incentive Plan approved by the Company's shareholders, and which vest at a rate of 1/24 of such award shares per month or upon a Qualified Transaction as defined in the award.
( 2)  Excludes 2,478,188 shares of common stock underlying Series A Preferred Stock, 1,659,600 shares of common stock underlying Series B Preferred Stock, 833,334 shares of common stock underlying Series C Preferred Stock and 333,330 shares of common stock underlying Series D Preferred Stock as to which the holder may not convert or exercise, as applicable, an amount which results in the holder's beneficial ownership, together with all shares owned by affiliates, exceeding 4.99% of the Company's issued and outstanding shares.
( 3)  GRQ Consultants, Inc. 401K, of which Mr. Honig holds voting and dispositive power.
( 4)  GRQ Consultants, Inc. Roth 401K FBO Barry Honig, of which Mr. Honig holds voting and dispositive power.
( 5)  This class of convertible preferred stock does not expire.
( 6)  Convertible into 1 share of common stock per preferred share.
( 7)  Convertible into 100 shares of common stock per preferred share.
( 8)  Marlin Capital Investments, LLC, of which Mr. Honig holds voting and dispositive power.
( 9)  Convertible into 100 shares of common stock per preferred share.
( 10)  Convertible into 10 shares of common stock per preferred share.

Reporting Owners
Reporting Owner Name / Address
Relationships
Director 10% Owner Officer Other
Honig Barry C
4041 T HADLEY ROAD
S. PLAINFIELD, NJ 07080

CEO and Chairman

Signatures
/s/ Barry Honig 10/5/2015
** Signature of Reporting Person Date


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 5(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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number.
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